- Current report filing (8-K)
23 4월 2010 - 11:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
April 22,
2010
ZENITH
NATIONAL INSURANCE CORP.
(Exact name of registrant
as specified in its charter)
Delaware
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1-9627
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95-2702776
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(State or other
jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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21255
Califa Street, Woodland Hills, CA
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91367-5021
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(Address of principal
executive offices)
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(Zip Code)
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Registrants telephone
number, including area code
(818) 713-1000
Not
Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On April 22, 2010, Zenith National Insurance Corp.
(Company) issued a press release announcing that the Delaware Court of
Chancery, ruling from the bench after hearing arguments from plaintiffs who had
filed actions in both Delaware and California, has denied the preliminary
injunction that was filed to attempt to prevent the stockholder vote on the
pending merger with Fairfax Financial Holdings, Ltd. A copy of the press release is attached as
Exhibit 99.1 and is incorporated herein.
Cautionary Statement Regarding
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements if accompanied by
meaningful cautionary statements identifying important factors that could cause
actual results to differ materially from those discussed. Statements containing words such as expect,
anticipate, believe, estimate, likely or similar words that are used herein or
in other written or oral information conveyed by or on behalf of Zenith are
intended to identify forward-looking statements. Forward-looking statements are made based
upon managements current expectations and beliefs concerning future
developments and their potential effects on the Company. Such forward-looking statements are not
guarantees of future events. Actual
results may differ materially from those contemplated by the forward-looking
statements due to, among others, the following factors: (i) the Companys
stockholders may not adopt the merger agreement; (ii) litigation with respect
to the merger could delay or prevent the closing of the merger; (iii) the
parties may be unable to obtain governmental and regulatory approvals required
for the merger, or required governmental and regulatory approvals may delay the
merger or result in the imposition of conditions that could cause the parties
to abandon the merger; (iv) the parties may be unable to complete the merger
because, among other reasons, conditions to the closing of the merger may not
be satisfied or waived; (v) possible disruptions from the merger may make it
more difficult to maintain business and operational relationships; (vi)
developments beyond the parties control, including but not limited to, changes
in domestic or global economic conditions, competitive conditions and consumer
preferences, adverse weather conditions or natural disasters, health concerns, international,
political or military developments and technological developments; and (vii)
the risk factors and other factors referred to in the Companys reports filed
with or furnished to the Securities and Exchange Commission (the
SEC
). There can be no assurance that other factors
not currently anticipated by the Company will not materially and adversely
affect future events. Investors and
stockholders are cautioned not to place undue reliance on any forward-looking
statements made by or on behalf of the Company.
Forward-looking statements speak only as of the date they are made. The Company does not undertake any obligation
to update or revise any forward-looking statement.
Additional Information and Where to
Find it
In connection with the proposed transaction, a
definitive proxy statement and a form of proxy was filed with the SEC and
mailed to stockholders of record as of March 26, 2010
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INVESTORS
AND STOCKHOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of
the definitive proxy statement and other documents filed by the Company, when
available, at the SECs Web site at www.sec.gov or at the Companys Web site at
www.thezenith.com. The definitive proxy
statement and such other documents may also be obtained for free from the
Company by directing such request to Investor Relations, Zenith National Insurance
Corp., 21255 Califa Street, Woodland Hills, California 91367, telephone:
818-713-1000.
The Company and its directors, executive officers and
other members of its management and employees may be deemed to be participants
in the solicitation of proxies from the Companys stockholders in connection
with the proposed transaction. Information concerning the interests of
those persons is set forth in the Companys proxy statement relating to the
2009 annual stockholder meeting and annual report on Form 10-K for the
year ended December 31, 2009, as supplemented and amended by Amendment
No. 1 on Form 10-K/A for the year ended December 31, 2009, each
filed with the SEC, and is also set forth in the definitive proxy statement
relating to the transaction.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
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Description
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99.1
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Press release issued by Zenith National Insurance
Corp. on April 22, 2010.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
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ZENITH NATIONAL INSURANCE CORP.
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April 23, 2010
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/s/ Michael E. Jansen
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Michael E. Jansen
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Executive Vice President General Counsel
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EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press release issued by Zenith National Insurance
Corp. on April 22, 2010.
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3
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