UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
Capital Trust, Inc.
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(Name of Issuer)
Class A Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
14052H100
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(CUSIP Number)
Ira S. Lederman
Senior Vice President - General Counsel and Corporate Secretary
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 629-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jeffrey S. Hochman, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
(212) 728-8000
September 13, 2004
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 14052H100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION
W. R. Berkley Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,000,000*
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
2,000,000*
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.5%*
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* See Items 4 through 6.
SCHEDULE 13D
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CUSIP NO. 14052H100
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Admiral Insurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
500,000*
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
500,000*
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
SCHEDULE 13D
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CUSIP NO. 14052H100
----------------------------------------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Berkley Insurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
500,000*
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
500,000*
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
SCHEDULE 13D
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CUSIP NO. 14052H100
----------------------------------------
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Berkley Regional Insurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
500,000*
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
500,000*
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
SCHEDULE 13D
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CUSIP NO. 14052H100
----------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Nautilus Insurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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7 SOLE VOTING POWER
500,000*
----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
500,000*
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000*
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%*
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed on
behalf of W. R. Berkley Corporation, a Delaware corporation ("Berkley"), Admiral
Insurance Company, a Delaware corporation ("Admiral"), Berkley Insurance
Company, a Delaware corporation ("BIC"), Berkley Regional Insurance Company, a
Delaware corporation ("BRIC"), and Nautilus Insurance Company, an Arizona
corporation ("Nautilus" and, together with Berkley, Admiral, BIC and BRIC, the
"Reporting Persons"). Amendment No. 2 relates to shares of Class A Common Stock,
par value $0.01 per share (the "Common Stock"), of Capital Trust, Inc., a
Maryland corporation (the "Issuer"). Amendment No. 2 amends and supplements the
Schedule 13D, dated May 11, 2004 ("Original Schedule 13D"), as filed with the
Securities and Exchange Commission (the "Commission") on May 21, 2004, as
amended by Amendment No. 1 to Schedule 13D, dated June 17, 2004, as filed with
the Commission on June 21, 2004 (together with the Original Schedule 13D, the
"Schedule 13D"), and is being filed in connection with the exercise of the
Warrants, as further described below.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of Schedule 13D is hereby amended and restated in its entirety as
follows:
The total amount of funds used by the Reporting Persons to purchase the
securities of the Issuer as described herein was furnished from the working
capital of the Subsidiaries. The total amount of funds used by the Reporting
Persons to purchase the securities of the Issuer as described herein was
$46,800,000. Each Subsidiary contributed $11,700,000, or 25%, of the total
amount of funds.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of Schedule 13D is hereby amended and restated in its entirety as
follows:
Pursuant to a Securities Purchase Agreement, dated May 11, 2004 (the
"Purchase Agreement"), by and among the Issuer, Berkley and, for purposes of
Section 2.4 of the Purchase Agreement, Veqtor Finance Company, L.L.C. ("VFC"),
Samstock, L.L.C. ("Samstock"), John R. Klopp ("Klopp"), JRK Investment
Partnership LP ("Klopp LP"), Craig M. Hatkoff ("Hatkoff") and CMH Investment
Partnership LP ("Hatkoff LP" and, collectively with VFC, Samstock, Klopp, Klopp
LP and Hatkoff, the "Shareholders"), the Reporting Persons acquired from the
Issuer 1,310,000 shares of Common Stock (the "Tranche 1 Shares") and four
Warrants for Common Stock, each dated as of May 11, 2004 (the "Warrants"), for
an aggregate purchase price of $30,654,000. The Warrants were issued by the
Issuer to each of Admiral, BIC, BRIC and Nautilus (collectively, the "Holders")
and granted the Holders the right to purchase, in the aggregate, up to 365,000
shares of Common Stock (the "Warrant Shares") at an exercise price of $23.40 per
share, or an aggregate exercise price of $8,541,000. Each of the Warrants could
only be exercised following shareholder approval at the Issuer's 2004 annual
shareholders meeting (held on June 17, 2004) (the "Annual Meeting") and expires
at 5:00 p.m. on December 31, 2004.
7
Subject to the receipt of shareholder approval and the satisfaction or
waiver of other conditions, the Reporting Persons were required under the
Purchase Agreement to purchase an additional 325,000 shares of Common Stock (the
"Tranche 2 Shares") at a purchase price of $23.40 per share, or an aggregate
purchase price of $7,605,000.
Pursuant to the Purchase Agreement, the Issuer agreed to appoint one
designee of the Reporting Persons to its Board of Directors, and thereafter
nominate this designee or alternative designee for election to the Board at each
subsequent annual meeting of shareholders subject to certain conditions relating
to the Reporting Persons continued ownership of the Issuer's Common Stock.
Effective May 11, 2004, pursuant to such designation right, the Board appointed
Joshua A. Polan ("Mr. Polan") a director of the Issuer.
Pursuant to the Purchase Agreement, the Shareholders agreed to vote all
shares of the Issuer's Common Stock they beneficially own or over which they
have voting control over in favor of the continued election of the Reporting
Persons' Board designee. In addition, the Shareholders agreed not to take, or
support the taking of, any action to remove as a director the Reporting Persons'
Board designee, unless the Reporting Persons request that such director be
removed (in which case the Shareholders agreed to cooperate in effecting such
removal and electing a replacement). The Shareholders agreed to vote at the
Annual Meeting all shares of the Issuer's Common Stock they beneficially own or
over which they have voting control over in favor of the issuance of the Tranche
2 Shares and the Warrant Shares.
At the Annual Meeting, the Issuer's shareholders approved the issuance of
the Warrant Shares and the Tranche 2 Shares and voted in favor of the election
of the Reporting Person's Board designee, Mr. Polan, who was elected a director
of the Issuer. As a result, the Warrants became exercisable for the 365,000
Warrant Shares. In addition, on June 21, 2004, in accordance with the Purchase
Agreement, the Reporting Persons acquired the 325,000 Tranche 2 Shares for the
aggregate purchase price of $7,605,000.
On September 13, 2004, the Reporting Persons exercised the Warrants and
purchased the Warrant Shares for the aggregate purchase price of $8,541,000.
The Shareholders have reported aggregate beneficial ownership of 2,646,789
shares of the Issuer's Common Stock, which shares represent 20.5% of the
outstanding shares of the Issuer's Common Stock (calculated in accordance with
Rule 13d-3(d)(1)). The Reporting Persons disclaim beneficial ownership of any
shares of Common Stock beneficially owned by the Shareholders. The Shareholders
disclaim beneficial ownership of any shares of the Issuer's Common Stock held by
the Reporting Persons.
Neither the Tranche 1 Shares, the Tranche 2 Shares, the Warrants nor the
Warrant Shares are registered for re-sale by the Reporting Persons under the
Securities Act of 1933, as amended (the "Securities Act"). Under that certain
Registration Rights Agreement, dated May 11, 2004 (the "Registration Rights
Agreement"), by and among the Issuer and Berkley, subject to certain conditions,
the Reporting Persons have the right
8
to cause the Issuer to effect a registration under the Securities Act with
respect to any such shares of Common Stock, as well as certain other shares of
Common Stock that they may then hold.
The foregoing descriptions of the Purchase Agreement, the Warrants and the
Registration Rights Agreement are qualified in their entirety by reference to
the Purchase Agreement, the Warrants and the Registration Rights Agreement,
which are incorporated in this Amendment No. 2 by reference to Exhibits 2, 3 and
4, respectively, which were filed with the Commission in connection with the
Original Schedule 13D.
The acquisition by the Reporting Persons of beneficial ownership of the
securities as described herein was effected because of the Reporting Persons'
belief that the Issuer represents an attractive investment based on the Issuer's
business prospects and strategy. Depending on prevailing market, economic and
other conditions, the Reporting Persons may from time to time acquire additional
securities of the Issuer, engage in discussions with the Issuer concerning
further acquisitions of securities of the Issuer or otherwise invest in the
Issuer or one or more of its subsidiaries. The Reporting Persons intend to
review their investment in the Issuer on a continuing basis and, depending upon
the price and availability of the Issuer's securities, subsequent developments
concerning the Issuer, the Issuer's business and prospects, other investment and
business opportunities available to the Reporting Persons, general stock market
and economic conditions, tax considerations and other factors considered
relevant, may decide at any time to increase or decrease the size of their
investment in the Issuer or to sell any or all of the securities of the Issuer
that they hold.
Except as set forth above in this Item 4, none of the Reporting Persons
nor, to the best of their knowledge, any person listed in Schedule I to this
Amendment No. 2, has any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the
present Board of Directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Board of Directors; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other material change
in the Issuer's business or corporate structure; (g) changes in the Issuer's
charter, by-laws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; (h) causing a
class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to
any of those enumerated above.
9
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) Berkley may be deemed to beneficially own, in the aggregate,
2,000,000 shares of Common Stock, which represents 15.5% of the outstanding
Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Item 6 of Schedule 13D is hereby amended and restated in its entirety
as follows:
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of the Schedule 13D, and any amendment or amendments thereto, a copy of
which was filed with the Commission as Exhibit 1 to the Schedule 13D.
Pursuant to the Purchase Agreement, the Reporting Persons acquired from
the Issuer the Tranche 1 Shares and the Warrants for an aggregate purchase price
of $30,654,000. The Warrants granted the Holders the right to purchase, in the
aggregate, up to 365,000 shares of Common Stock at an exercise price of $23.40
per share, or an aggregate exercise price of $8,541,000. Each of the Warrants
could only be exercised following shareholder approval at the Annual Meeting and
expires at 5:00 p.m. on December 31, 2004. Subject to the receipt of shareholder
approval and the satisfaction or waiver of other conditions, the Reporting
Persons were required under the Purchase Agreement to purchase the Tranche 2
Shares at a purchase price of $23.40 per share, or an aggregate purchase price
of $7,605,000.
Pursuant to the Purchase Agreement, the Issuer agreed to appoint one
designee of the Reporting Persons to its Board of Directors, and thereafter
nominate this designee or alternative designee for election to the Board at each
subsequent annual meeting of shareholders subject to certain conditions relating
to the Reporting Persons continued ownership of the Issuer's Common Stock.
Effective May 11, 2004, pursuant to such designation right, the Board appointed
Mr. Polan a director of the Issuer.
Pursuant to the Purchase Agreement, the Shareholders agreed to vote all
shares of the Issuer's Common Stock they beneficially own or over which they
have voting control over in favor of the continued election of the Reporting
Persons' Board designee. In addition, the Shareholders agreed not to take, or
support the taking of, any action to remove as a director the Reporting Persons'
Board designee, unless the Reporting Persons request that such director be
removed (in which case the Shareholders agreed to cooperate in effecting such
removal and electing a replacement). The Shareholders agreed to vote at the
Annual Meeting of shareholders all shares of the Issuer's Common Stock they
beneficially own or over which they have voting control over in favor of the
issuance of the Tranche 2 Shares and the Warrant Shares.
10
At the Annual Meeting, the Issuer's shareholders approved the issuance
of the Warrant Shares and the Tranche 2 Shares and voted in favor of the
election of the Reporting Person's Board designee, Mr. Polan, who was elected a
director of the Issuer. As a result, the Warrants became exercisable for the
365,000 Warrant Shares. In addition, on June 21, 2004, in accordance with the
Purchase Agreement, the Reporting Persons acquired the 325,000 Tranche 2 Shares
for the aggregate purchase price of $7,605,000.
On September 13, 2004, the Reporting Persons exercised the Warrants and
purchased the Warrant Shares for the aggregate purchase price of $8,541,000.
The Shareholders have reported aggregate beneficial ownership of
2,646,789 shares of the Issuer's Common Stock, which shares represent 20.5% of
the outstanding shares of the Issuer's Common Stock (calculated in accordance
with Rule 13d-3(d)(1)). The Reporting Persons disclaim beneficial ownership of
any shares of Common Stock beneficially owned by the Shareholders. The
Shareholders disclaim beneficial ownership of any shares of the Issuer's Common
Stock held by the Reporting Persons.
The Registration Rights Agreement grants the Reporting Persons the
right (subject to certain conditions) to cause the Issuer to effect a
registration under the Securities Act with respect to the re-sale of the Tranche
1 Shares, the Tranche 2 Shares, the Warrants and the shares of Common Stock
issuable upon the conversion or exercise (as applicable) thereof, as well as
certain other shares of Common Stock that they may then hold.
The foregoing descriptions of the Purchase Agreement, the Warrants and
the Registration Rights Agreement are qualified in their entirety by reference
to the Purchase Agreement, the Warrants and the Registration Rights Agreement,
which are incorporated in this Amendment No. 2 by reference to Exhibits 2, 3 and
4, respectively, which were filed with the Commission in connection with the
Original Schedule 13D.
11
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 13, 2004 W.R. BERKLEY CORPORATION
By: /s/ William R. Berkley
----------------------------------------
Name: William R. Berkley
Title: Chairman of the Board and Chief
Executive Officer
Dated: September 13, 2004 ADMIRAL INSURANCE COMPANY
By: /s/ Scott R. Barraclough
----------------------------------------
Name: Scott R. Barraclough
Title: Senior Vice President
Dated: September 13, 2004 BERKLEY INSURANCE COMPANY
By: /s/ Eugene G. Ballard
----------------------------------------
Name: Eugene G. Ballard
Title: Senior Vice President
Dated: September 13, 2004 BERKLEY REGIONAL INSURANCE
COMPANY
By: /s/ Eugene G. Ballard
----------------------------------------
Name: Eugene G. Ballard
Title: Senior Vice President
Dated: September 13, 2004 NAUTILUS INSURANCE COMPANY
By: /s/ John M. Runberg
----------------------------------------
Name: John M. Runberg
Title: Senior Vice President
SCHEDULE I
Set forth below is the name, business address, and present principal
occupation of each of the executive officers and directors of the Reporting
Persons. Except as otherwise indicated, each person is a citizen of the United
States.
W.R. Berkley Corporation
Name Present Business Address Present Principal Occupation
---- ------------------------ ----------------------------
Directors:
William R. Berkley 475 Steamboat Road Chairman of the Board and Chief
Greenwich, Connecticut 06830 Executive Officer
Phillip J. Ablove 475 Steamboat Road Retired Executive Vice President and
Greenwich, Connecticut 06830 Chief Financial Officer, Pioneer
Companies, Inc.
William R. Berkley, Jr. 475 Steamboat Road Senior Vice President - Specialty
Greenwich, Connecticut 06830 Operations
Ronald E. Blaylock 475 Steamboat Road Founder, Chairman and Chief
Greenwich, Connecticut 06830 Executive Officer, Blaylock &
Partners, LP (investment banking
firm)
Mark E. Brockbank 475 Steamboat Road Retired Chief Executive of XL
Greenwich, Connecticut 06830 Brockbank LTD
George G. Daly 475 Steamboat Road Fingerhut Professor and Dean
Greenwich, Connecticut 06830 Emeritus, Stern School of Business,
New York University
Rodney A. Hawes, Jr. 475 Steamboat Road Founder Insurance Investment
Greenwich, Connecticut 06830 Associates (investment banking firm)
Richard G. Merrill 475 Steamboat Road Retired Executive Vice President of
Greenwich, Connecticut 06830 Prudential Insurance Company of
America
Jack H. Nusbaum 787 Seventh Avenue Chairman, Willkie Farr & Gallagher
New York, New York 10019 LLP (attorneys at law)
Mark L. Shapiro 475 Steamboat Road Private Investor
Greenwich, Connecticut 06830
1
Executive Officers Not Otherwise Listed Above:
Eugene G. Ballard 475 Steamboat Road Senior Vice President - Chief
Greenwich, Connecticut 06830 Financial Officer and Treasurer
Robert P. Cole 475 Steamboat Road Senior Vice President - Regional
Greenwich, Connecticut 06830 Operations
Paul J. Hancock 475 Steamboat Road Senior Vice President - Chief
Greenwich, Connecticut 06830 Corporate Actuary
Robert W. Gosselink 475 Steamboat Road Senior Vice President - Risk
Greenwich, Connecticut 06830 Management
Robert C. Hewitt 475 Steamboat Road Senior Vice President - Alternative
Greenwich, Connecticut 06830 Markets Operations
Ira S. Lederman 475 Steamboat Road Senior Vice President - General
Greenwich, Connecticut 06830 Counsel and Corporate Secretary
James W. McCleary 475 Steamboat Road Senior Vice President - Reinsurance
Greenwich, Connecticut 06830 Operations and President and Chief
Executive Officer, Facultative
ReSources, Inc.
James G. Shiel 475 Steamboat Road Senior Vice President - Investments
Greenwich, Connecticut 06830
Clement P. Patafio 475 Steamboat Road Vice President - Corporate Controller
Greenwich, Connecticut 06830
2
Admiral Insurance Company
Name Present Business Address Present Principal Occupation
---- ------------------------ ----------------------------
Directors:
William R. Berkley, Jr. 475 Steamboat Road Senior Vice President - Specialty
Greenwich, Connecticut 06830 Operations, W. R. Berkley Corporation
Eugene G. Ballard 475 Steamboat Road Senior Vice President - Chief
Greenwich, Connecticut 06830 Financial Officer and Treasurer,
W. R. Berkley Corporation
James S. Carey 1255 Caldwell Road President and Chief Executive Officer
Cherry Hill, New Jersey 08034
Martin M. Michell 1255 Caldwell Road Regional Vice President
Cherry Hill, New Jersey 08034
Michael J. Snead 1255 Caldwell Road Retired Chairman
Cherry Hill, New Jersey 08034
Executive Officers Not\
Otherwise Listed Above:
Scott R. Barraclough 1255 Caldwell Road Senior Vice President and Treasurer
Cherry Hill, New Jersey 08034
Daniel A. MacDonald 1255 Caldwell Road Senior Vice President and Secretary
Cherry Hill, New Jersey 08034
Curtis E. Fletcher 1255 Caldwell Road Regional Vice President
Cherry Hill, New Jersey 08034
William E. Haines 1255 Caldwell Road Regional Vice President
Cherry Hill, New Jersey 08034
Raymond H. McDowell 1255 Caldwell Road Regional Vice President
Cherry Hill, New Jersey 08034
William F. Murray 1255 Caldwell Road President, Excess Division
Cherry Hill, New Jersey 08034
3
Berkley Insurance Company
Name Present Business Address Present Principal Occupation
---- ------------------------ ----------------------------
Directors:
William R. Berkley 475 Steamboat Road Chairman of the Board and Chief
Greenwich, Connecticut 06830 Executive Officer, W. R. Berkley
Corporation
William R. Berkley, Jr. 475 Steamboat Road Senior Vice President - Specialty
Greenwich, Connecticut 06830 Operations, W. R. Berkley Corporation
Robert P. Cole 475 Steamboat Road Senior Vice President - Regional
Greenwich, Connecticut 06830 Operations, W. R. Berkley Corporation
Craig N. Johnson 475 Steamboat Road President and Chief Executive
Greenwich, Connecticut 06830 Officer, Signet Star Re,
LLC
Carol J. LaPunzina 475 Steamboat Road Senior Vice President, General
Greenwich, Connecticut 06830 Counsel and Secretary
Ira S. Lederman 475 Steamboat Road Senior Vice President - General
Greenwich, Connecticut 06830 Counsel and Corporate Secretary,
W. R. Berkley Corporation
James W. McCleary 475 Steamboat Road Senior Vice President - Reinsurance
Greenwich, Connecticut 06830 Operations, W. R. Berkley
Corporation and President and Chief
Executive Officer, Facultative
ReSources, Inc.
Executive Officers Not
Otherwise Listed Above:
Larry A. Hansen 475 Steamboat Road Executive Vice President and Chief
Greenwich, Connecticut 06830 Financial Officer
Roger J. Bassi 475 Steamboat Road Executive Vice President
Greenwich, Connecticut 06830
Eugene G. Ballard 475 Steamboat Road Senior Vice President - Chief
Greenwich, Connecticut 06830 Financial Officer and Treasurer, W.
R. Berkley Corporation (Senior Vice
President for Berkley Insurance
Company)
Donald M. McGuire 475 Steamboat Road Senior Vice President and Treasurer
Greenwich, Connecticut 06830
Kevin J. Shea 475 Steamboat Road Senior Vice President
Greenwich, Connecticut 06830
4
Berkley Regional Insurance Company
Name Present Business Address Present Principal Occupation
---- ------------------------ ----------------------------
Directors:
William R. Berkley 475 Steamboat Road Chairman of the Board and Chief
Greenwich, Connecticut 06830 Executive Officer, W. R. Berkley
Corporation
William R. Berkley, Jr. 475 Steamboat Road Senior Vice President - Specialty
Greenwich, Connecticut 06830 Operations, W. R. Berkley Corporation
James G. Shiel 475 Steamboat Road Senior Vice President - Investments,
Greenwich, Connecticut 06830 W. R. Berkley Corporation
Eugene G. Ballard 475 Steamboat Road Senior Vice President - Chief
Greenwich, Connecticut 06830 Financial Officer and Treasurer, W.
R. Berkley Corporation
Ira S. Lederman 475 Steamboat Road Senior Vice President - General
Greenwich, Connecticut 06830 Counsel and Corporate Secretary, W.
R. Berkley Corporation
Robert P. Cole 475 Steamboat Road Senior Vice President - Regional
Greenwich, Connecticut 06830 Operations, W. R. Berkley Corporation
Robert C. Hewitt 475 Steamboat Road Senior Vice President - Specialty
Greenwich, Connecticut 06830 Operations, W. R. Berkley Corporation
Paul J. Hancock 475 Steamboat Road Senior Vice President and Chief
Greenwich, Connecticut 06830 Corporate Actuary, W. R. Berkley
Corporation
Clement P. Patafio 475 Steamboat Road Vice President - Corporate
Greenwich, Connecticut 06830 Controller, W. R. Berkley Corporation
Executive Officers Not
Otherwise Listed Above:
None
5
Nautilus Insurance Company
Name Present Business Address Present Principal Occupation
---- ------------------------ ----------------------------
Directors:
William R. Berkley, Jr. 475 Steamboat Road Senior Vice President - Specialty
Greenwich, Connecticut 06830 Operations, W. R. Berkley Corporation
Eugene G. Ballard 475 Steamboat Road Senior Vice President - Chief
Greenwich, Connecticut 06830 Financial Officer and Treasurer, W.
R. Berkley Corporation
Ira S. Lederman 475 Steamboat Road Senior Vice President - General
Greenwich, Connecticut 06830 Counsel and Corporate Secretary, W.
R. Berkley Corporation
Thomas M. Kuzma 7273 East Butherus Drive, President and Chief Executive Officer
Scottsdale, Arizona 85260
John M. DiBiasi 7273 East Butherus Drive, Executive Vice President,
Scottsdale, Arizona 85260 Underwriting/Agency Relations
Executive Officers Not
Otherwise Listed Above:
John M. Runberg 7273 East Butherus Drive, Senior Vice President, Chief
Scottsdale, Arizona 85260 Financial Officer and Treasurer
6