SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ZENITH NATIONAL INSURANCE CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
989390 109
(CUSIP Number)
STANLEY R. ZAX
ZENITH NATIONAL INSURANCE CORP.
21255 CALIFA STREET
WOODLAND HILLS, CALIFORNIA 91367
818-713-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 1, 2000
(Date of Event Which Requires Filing of this Statement)
COPY TO:
JONATHAN L. FRIEDMAN
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
300 SOUTH GRAND, 34TH FLOOR
LOS ANGELES, CALIFORNIA 90071
(213) 687-5000
CUSIP No. 989390 109 13D
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STANLEY R. ZAX
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) | |
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) | |
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER
1,048,564 shares
8. SHARED VOTING POWER
200,000 shares
9. SOLE DISPOSITIVE POWER
1,048,564 shares
10. SHARED DISPOSITIVE POWER
200,000 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,248,564 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| |
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.26%
14. TYPE OF REPORTING PERSON
IN
This Statement (the "Statement") constitutes the Schedule
13D (the "Schedule 13D") of STANLEY R. ZAX. Mr. Zax is herein referred to
as the "Reporting Person." The item numbers and responses thereto are set
forth below in accordance with the requirements of Schedule 13D.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, par value
$1.00 per share (the "Common Stock"), of Zenith National Insurance Corp., a
California corporation (the "Company"). The address of the Company's
principal executive offices is 21255 Califa Street, Woodland Hills,
California 91367.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Stanley R. Zax
(b) 21255 Califa Street, Woodland Hills, California 91367
(c) Chairman of the Board and President, Zenith National
Insurance Corp., 21255 Califa Street, Woodland Hills, California 91367. The
principal business of Zenith National Insurance Corp. is the
property-casualty insurance business.
(d - (e) During the last five years, the Reporting Person
(i) has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) U.S.A
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of June 1, 2000, the Reporting Person became a co-trustee
of the Blank Living Trust #1, which holds 200,000 shares of Common Stock
(the "Trust Shares").
On March 15, 2000, the Reporting Person's options to
purchase 200,000 shares of Common Stock (the "Option Shares") vested. The
options were part of a grant by the Company to the Reporting Person of
1,000,000 options in March 1996, of which 200,000 options remain unvested
and will vest in March 2001.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person became co-trustee of the Blank Living
Trust #1 as of June 1, 2000, solely for the purpose of administering such
trust.
Of the 1,000,000 options granted by the Company to the
Reporting Person in March 1996, 800,000 options have vested (including the
options underlying the 200,000 Option Shares), and the remaining 200,000
options will vest in March 2001.
All shares of Common Stock other than the Trust Shares are
held by the Reporting Person for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person owns 1,248,534 shares of Common
Stock, representing 7.26% of the shares outstanding as of August 1, 2000.
The number of shares includes 1,030 shares owned by the Reporting Person as
custodian for his adult children, 200,000 shares owned by the Reporting
Person as co-trustee of the Blank Living Trust #1, and 800,000 shares as to
which options are currently exercisable.
(b) The Reporting Person (i) has the sole power to vote or
direct the vote and to dispose or direct the disposition of 1,048,534
shares of Common Stock, and (ii) shares the power to vote or direct the
power to vote and the power to dispose or direct the disposition of the
200,000 Trust Shares.
The Reporting Person shares the power to vote and dispose of
the 200,000 Trust Shares with Harvey L. Silbert and J.P. Morgan FSB, as
co-trustees. The information required by Item 2 with respect to each such
person is as follows:
Based on information provided by Mr. Silbert to the
Reporting Person, Mr. Silbert is of counsel to Loeb & Loeb LLP, a law firm
located at 10100 Santa Monica Boulevard, Suite 2200, Los Angeles,
California 90067-4164. During the last five years, Mr. Silbert (i) has not
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and (ii) was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Silbert is a citizen of the United States.
Based on information received by the Reporting Person from
J.P. Morgan FSB, such person is located at 333 South Hope Street, 35th
Floor, Los Angeles, California 90071. No other information required by Item
2 with respect to such person is known or reasonably available to the
Reporting Person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to an amendment to the declaration of trust of the
Blank Living Trust #1, the Reporting Person acts as co-trustee of such
trust with Harvey L. Silbert and J.P. Morgan FSB and thereby shares the
power to vote and dispose of the 200,000 Trust Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: September 26, 2000
STANLEY R. ZAX
By: /s/ Stanley R. Zax
___________________________
