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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) January 20, 1999
W.R. BERKLEY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-7849 22-1867895
(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification Number)
165 Mason Street, P.O. Box 2518, Greenwich, CT 06836-2518
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (203) 629-3000
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Reference is made to the press release of Registrant, issued on January
20, 1999, which is incorporated herein by this reference. A copy of the press
release is attached to this Form 8-K as Exhibit 99.1
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
W.R. BERKLEY CORPORATION
----------------------------------------
(Registrant)
January 22, 1999 By: /s/ William R. Berkley
- ------------------- -------------------------------------
Date William R. Berkley,
Chairman of the Board and
Chief Executive Officer
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EXHIBIT INDEX
Exhibits:
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99.1 Press Release dated January 20, 1999
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EXHIBIT 99.1
W. R. BERKLEY CORPORATION
165 MASON STREET, P.O. BOX 2518
GREENWICH, CONNECTICUT 06836-2518
(203) 629-3000
NEWS
RELEASE
CONTACT: John D. Vollaro Ken Di Paola or Joel Pomerantz
President and COO The Dilenschneider Group
(203) 629-3000 (212) 922-0900
W.R. BERKLEY CORPORATION WILL RESTRUCTURE
REGIONAL INSURANCE GROUP
GREENWICH, CT., January 20, 1999 -- W.R. Berkley Corporation
(NASDAQ:BKLY), a property casualty insurance holding company, today announced
that it will restructure the management and back-office operations of its group
of 10 regional insurance companies into four geographic segments based on
markets served. The consolidation of management and administrative functions,
which should be completed before the end of 1999, is expected to result in
annual after-tax savings of between $10 million and $15 million, based on the
Company's preliminary analysis of achievable cost savings and other benefits.
The company also said that, based on its present evaluation of the
components of the restructuring, it expects to take a one-time after-tax charge
of between $9 million and $13 million in the first quarter of 1999 to cover
costs directly related to the consolidation.
Today's decision marks the culmination of a process that began last
Fall with the retention of Morgan Stanley & Company to explore strategic
opportunities for Berkley's regional insurance companies, which represent
approximately 45 percent of the company's total revenues.
"Over the past few months, we have thoroughly reviewed the full range
of strategic alternatives for our regional insurance group," said William R.
Berkley, chairman and chief executive officer. "It is our judgment, shared by
our advisors, that in the face of increasingly aggressive competition,
restructuring offers the best route to improved financial returns and enhanced
value for our shareholders.
-more-
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"The consolidation of managerial and administrative resources will give
us the economies of scale and pricing flexibility to remain competitive in
today's price-driven environment. It will also allow us to attract and retain
the kind of top managerial talent we need to grow the business. As planned, the
restructuring should achieve all of these ends without altering our core
philosophy of making underwriting decisions as close as possible to the
customers and markets we serve. Given the annual savings expected to be realized
going forward, we expect this consolidation to pay for itself very quickly."
Mr. Berkley added, "The restructuring will in no way diminish the
personal attention and quality of service we offer our customers. The savings
will come from the consolidation of administrative and managerial functions, the
elimination of redundant operating assets, and the potential reduction of
required capital. From the standpoint of the holding company, the consolidation
also gives us greater operating and financial flexibility with respect to the
company's future strategic direction."
Restructuring the managerial and back-office resources of Berkley's 10
regional insurance units will leave four regional companies to manage the
consolidated businesses on a geographic basis. One regional company in each
geographic segment has been designated as the primary insurance unit, other
companies in the segment are shown in parenthesis:
- - New England Acadia Insurance Company
- - Mid Atlantic Firemen's Insurance Company of Washington, D.C. (Berkley
Insurance Company of the Carolinas, Chesapeake Bay Property &
Casualty Insurance Company, and The Presque Isle Insurance
Division)
- - Midwest Continental Western Insurance Companies (American West
Insurance Company, Tri-State Insurance Company of Minnesota
and Union Insurance Company)
- - Southern Tier Union Standard Insurance Company (Great River Insurance
Company)
-more-
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All necessary legal entities comprising these groups will remain in
existence for regulatory and compliance purposes. Berkley Information Services
will continue to provide the regional companies with data processing services.
W.R. Berkley Corporation is a holding company which, through its
subsidiaries, does business in all segments of the property casualty insurance
business. The operating units are grouped for management purposes in five
segments according to market served: Regional Property Casualty Insurance,
Reinsurance, Specialty Insurance, Alternative Markets and International.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: Any forward-looking statements contained herein are based upon the
Company's historical performance. They are subject to various risks and
uncertainties including but not limited to the impact of competition, product
demand, catastrophe and storm losses and other risks detailed from time to time
in the Company's filings with the Securities and Exchange Commission. These
risks could cause the Company's actual results for the 1999 fiscal year and
beyond to differ materially from those expressed in any forward looking
statement made by, or on behalf of, the Company.
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