UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 22-1867895 | |
(State of incorporation or organization) | (I.R.S. Employer Identification No.) |
475 Steamboat Road, Greenwich, CT 06830
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered: | Name of each exchange on which each class is to be registered: | |
5.10% Subordinated Debentures due 2059 | New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-221559
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. | Description of Registrant’s Securities to be Registered. |
W. R. Berkley Corporation (the “Registrant”) hereby incorporates by reference herein the description of its 5.10% Subordinated Debentures due 2059 (the “Debentures”) to be registered hereunder, set forth under the heading “Description of Debentures” in the Registrant’s Prospectus Supplement, dated December 9, 2019, and, to the extent not superseded by the aforementioned description in the Prospectus Supplement, as set forth under the heading “Description of the Debt Securities” in the Registrant’s Prospectus dated November 14, 2017, constituting part of the Registration Statement on FormS-3 (FileNo. 333-221559) of the Registrant, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Debentures are expected to be listed on the New York Stock Exchange.
Item 2. | Exhibits |
4.1 | Indenture for Subordinated Debt Securities, dated as of March 26, 2018, between the Registrant and The Bank of New York Mellon, as Trustee (the “Trustee”) (incorporated by reference to Exhibit 4.1 of the Registrant’s Form8-K filed March 26, 2018). |
4.2 | Second Supplemental Indenture, dated as of December 16, 2019, between the Registrant and the Trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Form8-K filed December 16, 2019). |
4.3 | Form of 5.10% Subordinated Debentures due 2059 Global Debenture (included in Exhibit 4.2 above). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
W. R. BERKLEY CORPORATION | ||
By: | /s/ Richard M. Baio | |
Name: Richard M. Baio | ||
Title: | Executive Vice President – | |
Chief Financial Officer and Treasurer |
Date: December 16, 2019