As filed with the Securities and Exchange Commission on November 6, 2020
Registration No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
W. R. Berkley Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation or organization of registrant)
22-1867895
(I.R.S. Employer Identification Number)
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 629-3000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Philip S. Welt, Esq.
Executive Vice President, General Counsel & Secretary
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 629-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service of registrant)
Please address a copy of all communications to:
Jeffrey S. Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, NY 10019-6099
(212) 728-8000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Amount to be Registered/Proposed Maximum
Offering Price per Unit/Proposed Maximum
Aggregate Offering Price/Amount of
Registration Fee(2)(3)(4)
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Common Stock, par value $.20 per share(4)
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Preferred Stock, par value $.10 per share
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Depositary Shares (5)
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Debt Securities (6)
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Warrants to Purchase Common Stock
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Warrants to Purchase Preferred Stock
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Warrants to Purchase Debt Securities
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Stock Purchase Contracts
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Stock Purchase Units
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(1)
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These offered securities may be sold separately, together or as units with other offered securities.
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(2)
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Pursuant to Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended (the Securities
Act), the registrant is deferring payment of the registration fee. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or
represented by Depositary Shares registered hereunder.
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(3)
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An indeterminate number or amount of the securities of each class identified above is being registered as may
from time to time be issued at indeterminate prices.
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(4)
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Includes such presently indeterminate number of shares of Common Stock as may be issued (a) upon conversion
of or exchange for any Debt Securities or Preferred Stock that provide for conversion or exchange into Common Stock, (b) upon exercise of warrants to purchase Common Stock or (c) pursuant to Stock Purchase Contracts. Also includes such
presently indeterminate number or amount of offered securities as may be issued in connection with Stock Purchase Units.
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(5)
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Each Depositary Share, to be represented by Depositary Receipts, will be issued under a deposit agreement and
will represent fractional interests in Debt Securities or fractional shares of either Common Stock or Preferred Stock.
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(6)
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Such indeterminate principal amount of Debt Securities (which may be senior or subordinated).
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