Registration of a Class of Securities — Form 8-A
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-A12G Registration of a Class of Securities 9 29K
2: EX-1 Underwriting Agreement 70 230K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 2 12K
Liquidation or Succession
EX-2 — Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
| EX-2 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
FOR IMMEDIATE RELEASE CONTACT: Cornelius T. Finnegan III
Senior Vice President and
General Counsel
203-629-3000
W.R. BERKLEY CORPORATION
DECLARES DIVIDEND, ADOPTS SHAREHOLDER RIGHTS PLAN
AND AMENDS ITS BY-LAWS
Greenwich, Connecticut May 11, 1999 -- W.R. Berkley Corporation
(NASDAQ:BKLY) announced today that its Board of Directors had declared a regular
quarterly cash dividend on its common stock of $.13 per share to be paid on July
1, 1999 to shareholders of record at the close of business on June 15, 1999.
The Company announced that its Board of Directors had also adopted a
Shareholder Rights Plan in which preferred stock purchase rights will be
distributed as a dividend at the rate of one Right for each share of the
Company's common stock held as of the close of business on May 21, 1999. The
Rights will expire on May 11, 2009.
The Rights are intended to enable all of the Company's shareholders
to realize the long-term value of their investment in the Company. The Rights
will not prevent a takeover, but should encourage anyone seeking to acquire the
Company to negotiate with the Board prior to attempting a takeover.
The Company also announced that its Board of Directors had adopted
amendments to the Company's By-laws implementing notice procedures for
stockholder proposals and for nominations for the election of directors to be
considered at annual or special meetings.
In a letter being sent to shareholders, William R. Berkley, Chairman
of the Board of W.R. Berkley Corporation, said the Rights Plan is intended to
protect the interests of the Company's shareholders in the event the Company is
confronted with coercive or unfair takeover tactics. He noted that such tactics
include "the acquisition in the open market or otherwise of shares constituting
control without offering fair value to all shareholders or other coercive or
unfair takeover tactics that could impair the Board's ability to represent
shareholders' interests fully."
Mr. Berkley stressed, however, that the Rights Plan "is not intended
to prevent an acquisition of the Company on terms that your Board considers
favorable and fair to, and in the best interests of, all shareholders, and will
not do so. The Rights Plan is designed to deal with the serious problem of
unilateral actions by hostile acquirors which are calculated to deprive the
Company's Board of Directors and its shareholders of their ability to determine
the destiny of the Company."
Each Right will entitle shareholders, in certain circumstances, to
buy one one-thousandth of a newly issued share of Series A Junior Participating
Preferred Stock of the Company at an exercise price of $120. The Rights will be
exercisable and
transferable apart from the Common Stock only if a person or group acquires
beneficial ownership of 15% (or 25% in the case of William R. Berkley and his
affiliates and associates and 21% in the case of Franklin Resources, Inc. and
its affiliates and associates) or more of the common stock (such person or
group, an "Acquiring Person") or commences a tender or exchange offer upon
consummation of which such person or group would be an Acquiring Person. Each of
William R. Berkley and Franklin Resources, Inc. (with certain affiliates and
associates) presently owns beneficially more than 15% of the Company's
outstanding common stock. Franklin Resources, Inc. reports beneficial ownership
of shares of the Company's common stock that are owned by mutual funds or other
managed accounts that are advised by its investment advisory subsidiaries.
If any person becomes an Acquiring Person other than pursuant to an
offer for all shares which is fair to and otherwise in the best interests of the
Company and its shareholders, then each Right not owned by an Acquiring Person
or certain related parties will entitle its holder to purchase, at the Right's
then-current exercise price, shares of common stock (or, in certain
circumstances as determined by the Board, cash, other property or other
securities) having a value of twice the Right's exercise price. In addition, if,
after any person has become an Acquiring Person, the Company is involved in a
merger or other business combination transaction with another person in which
its common stock is changed or converted, or sells 50% or more of its assets or
earning power to another person, each Right will entitle its holder to purchase,
at the Right's then-current exercise price, shares of common stock of such other
person having a value of twice the Right's exercise price.
The Company will generally be entitled to redeem the Rights at $.01
per Right at any time until the tenth day (or a later date determined by the
Board of Directors) following public announcement that a person or group has
become an Acquiring Person.
Details of the Shareholder Rights Plan are outlined in a summary of
the Rights Plan which will be mailed to shareholders.
W.R. Berkley Corporation is a holding company which, through its
subsidiaries, operates in all segments of the property casualty insurance
business. The operating units are grouped for management purposes into five
segments according to market served: Regional Property Casualty Insurance,
Reinsurance, Specialty Insurance, Alternative Markets and International.
2
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000914039-99-000208 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., May 2, 3:50:01.1pm ET 
