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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 28, 1995
W.R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-7849 22-1867895
(State of incorporation or (Commission (I.R.S. Employer
organization) File No.) Identification No.)
165 Mason Street, P.O. Box 2518
Greenwich, Connecticut 06836-2518
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: 203-629-3000
Page 1 of 8 pages
Exhibit Index appears on page 4
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Item 5. OTHER EVENTS.
On December 28, 1995, the Registrant increased its ownership of Signet
Star Holdings, Inc. ("Signet Star Holdings") to 100% from 60% by completing
the previously announced purchase of all of the capital stock of Signet Star
Holdings owned by General Re Corporation ("General Re"). The Registrant
effected the purchase by issuing to General Re approximately 450,000 shares of
Series B Cumulative Redeemable Preferred Stock of the Registrant having an
aggregate liquidation preference of $68,800,000. The Registrant also
guaranteed a senior subordinated promissory note of Signet Star Holdings in
the principal amount of $35,793,085, which matures July 1, 2003 and bears
interest at the rate of 6.5%. The note was issued by Signet Star Holdings to
General Re in exchange for the convertible note of the same principal amount
previously issued to General Re.
Effective January 2, 1996, the Board of Directors of the Registrant
elected John D. Vollaro as President and Chief Operating Officer. Mr.
Vollaro, 51, is currently a Director of the Registrant and President and a
Director of Signet Star Holdings. Mr. Vollaro previously held various
positions as an officer of the Registrant from 1974 until 1993. At the time
he became President of Signet Star Holdings, he was Executive Vice President,
Chief Financial Officer and Treasurer of the Registrant.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following Exhibits are filed as part of this report.
Exhibit 1. Press release issued by Registrant on January 2, 1996.
Exhibit 2. Press release issued by Registrant on January 3, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
W.R. BERKLEY CORPORATION
(Registrant)
Dated: January 4, 1996 By: /s/ Robert S. Gorin
Name: Robert S. Gorin
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
EXHIBIT
1 Press Release issued by Registrant on
January 2, 1996
2 Press Release issued by Registrant on
January 3, 1996
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EXHIBIT 1
W.R. BERKLEY CORPORATION
165 Mason Street, P.O. Box 2518 NEWS
Greenwich, Connecticut 06836-2518 RELEASE
(203) 629-3000
FOR IMMEDIATE RELEASE CONTACT: Anthony J. Del Tufo
Senior Vice President
(203) 629-3030
Greenwich, Connecticut January 2, 1996
W.R. BERKLEY CORPORATION ACQUIRES
100% OWNERSHIP OF SIGNET STAR HOLDINGS, INC.
W.R. Berkley Corporation (NASDAQ: BKLY) announced that on December 28,
1995 it increased its ownership of Signet Star Holdings, Inc. ("Signet Star
Holdings") to 100% from 60% by completing the previously announced purchase of
all of the capital stock of Signet Star Holdings owned by General Re
Corporation ("General Re"). Signet Star Holdings, through its wholly owned
subsidiary, Signet Star Reinsurance Company, is a leading broker market
reinsurer with over $240 million in statutory surplus and more than $200
million of net premiums written.
W.R. Berkley Corporation ("WRBC") effected the purchase by issuing to
General Re approximately 450,000 shares of Series B Cumulative Redeemable
Preferred Stock of WRBC having an aggregate liquidation preference of
$68,800,000. WRBC also guaranteed a senior subordinated promissory note of
Signet Star Holdings in
more . . . . . . . . . . .
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W.R. BERKLEY CORPORATION NEWS RELEASE PAGE 2
the principal amount of $35,793,085, which matures July 1, 2003 and bears
interest at the rate of 6.5%. The note was issued by Signet Star Holdings to
General Re in exchange for the convertible note of the same principal amount
previously issued to General Re.
William R. Berkley, Chairman and CEO of WRBC, stated "The acquisition of
100% of Signet Star Holdings continues our strategy of expanding our presence
in the broker reinsurance market. This transaction demonstrates our
commitment to maintaining Signet Star's status as a leading source of stable
reinsurance capacity and innovative reinsurance products."
W.R. Berkley Corporation is an insurance holding company which, through
its subsidiaries, operates in four segments of the insurance business:
regional property casualty insurance; reinsurance; specialty lines of
insurance; and insurance services operations (which provide services to
alternative insurance market mechanisms).
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EXHIBIT 2
W.R. BERKLEY CORPORATION
165 Mason Street, P.O. Box 2518 NEWS
Greenwich, Connecticut 06836-2518 RELEASE
(203) 629-3000
FOR IMMEDIATE RELEASE CONTACT: William R. Berkley
Chairman of the Board and
Chief Executive Officer
Greenwich, Connecticut January 3, 1996
W.R. BERKLEY CORPORATION
ELECTS JOHN D. VOLLARO
PRESIDENT AND CHIEF OPERATING OFFICER
W.R. Berkley Corporation (NASDAQ: BKLY) announced today that the
Board of Directors has elected John D. Vollaro President and Chief Operating
Officer effective January 2, 1996.
Mr. Vollaro, 51, is currently a Director of W.R. Berkley Corporation
(Berkley) and President and a Director of Signet Star Holdings, Inc., a
Berkley subsidiary. Mr. Vollaro previously held various positions as an
officer of Berkley from 1974 until 1993. At the time he became President of
Signet Star, he was Executive Vice President, Chief Financial Officer and
Treasurer of Berkley.
Mr. Vollaro, a certified public accountant, received a Bachelor of
Science degree from Long Island University in 1966, and is a member of the
American Institute of Certified Public Accountants.
more . . . . . .
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W.R. BERKLEY CORPORATION NEWS RELEASE PAGE 2
Chairman William R. Berkley stated, "As a result of our acquisition
of the minority interest in Signet Star Holdings and the realignment of the
management of Signet Star, John will be able to devote a preponderance of his
time to the affairs of W.R. Berkley Corporation. We are very pleased to
welcome John back as our President and Chief Operating Officer."
W.R. Berkley Corporation is a holding company which, through its
subsidiaries, operates in four segments of the insurance business: regional
property casualty insurance; reinsurance; specialty lines of insurance; and
insurance services operations (which provide services to alternative insurance
market mechanisms).
