UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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
May 11, 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
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
NUMBER OF 1,310,000*
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,310,000*
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,310,000*
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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)
16.5%*
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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* See Items 4 through 6.
SCHEDULE 13D
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
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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
NUMBER OF 327,500*
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 327,500*
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,500*
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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)
4.1%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
SCHEDULE 13D
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
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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
NUMBER OF 327,500*
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 327,500*
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,500*
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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)
4.1%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
SCHEDULE 13D
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)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF 327,500*
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 327,500*
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,500*
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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)
4.1%*
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
SCHEDULE 13D
CUSIP NO. 14052H100
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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
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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
Arizona
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7 SOLE VOTING POWER
NUMBER OF 327,500*
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
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OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 327,500*
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
327,500*
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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)
4.1*
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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* See Items 4 through 6.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D ("Schedule 13D") 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"). The principal executive
offices of the Issuer are located at 410 Park Avenue, 14th Floor, New York, New
York 10022. This Schedule 13D is being filed by the Reporting Persons (as
defined below) to report transactions in the Common Stock as a result of which
the Reporting Persons may be deemed to be a beneficial owner of in excess of 5%
of the total number of shares of outstanding Common Stock. Pursuant to Rule
13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Reporting Persons have entered into an agreement with
respect to the joint filing of this Schedule 13D, and any amendment or
amendments hereto, a copy of which is attached hereto as Exhibit 1.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D 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").
Schedule I to this Schedule 13D contains the name, residence or business
address, present principal occupation and citizenship of each of the executive
officers and directors of the Reporting Persons.
(b) Berkley, BIC and BRIC each have their principal offices at 475
Steamboat Road, Greenwich, Connecticut 06830. Admiral has its principal offices
at 1255 Caldwell Road, Cherry Hill, New Jersey 08034. Nautilus has its principal
offices at 7273 East Butherus Drive, Scottsdale, Arizona 85260.
(c) Berkley's principal business consists of acting as an insurance
holding company. Admiral, BIC, Berkley and Nautilus (collectively, the
"Subsidiaries") are wholly owned subsidiaries of Berkley, and their principal
business consists of operating in various segments of the property and casualty
insurance business.
(d) During the past five years, none of the Reporting Persons, nor any of
their executive officers or directors, has been convicted in a criminal
proceeding.
(e) During the past five years, none of the Reporting Persons, nor any of
their executive officers or directors, has been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which it has been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
7
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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
$30,654,000. Each Subsidiary contributed 25% of the total amount of funds.
ITEM 4. PURPOSE OF TRANSACTION.
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 grant 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 may be
exercised subject to shareholder approval at the Issuer's 2004 annual meeting
(scheduled for June 17, 2004) and expiring 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 are 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. Subject to these conditions, the issuance and sale
of the Tranche 2 Shares is expected to occur on or about June 18, 2004.
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 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
8
cooperate in effecting such removal and electing a replacement). The
Shareholders agreed to vote at the Issuer's 2004 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.
The Shareholders will report aggregate beneficial ownership of 2,427,576
shares of the Issuer's Common Stock, which shares represent 29.7% 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 Class A Common Stock beneficially owned by the Shareholders. The
Shareholders will 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
shares of Common Stock issuable upon the exercise thereof 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 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 Schedule 13D by reference to Exhibits 2, 3 and 4,
respectively, to this 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
Schedule 13D, 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,
9
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Berkley may be deemed to beneficially own, in the aggregate, 1,310,000
shares of Common Stock, which represents 16.5% of the outstanding Common Stock
of the Issuer.
(b) Since each of the Subsidiaries is either directly or indirectly owned
by Berkley, Berkley has the sole power to vote or to direct the vote and the
sole power to dispose or to direct the disposition of the 1,310,000 shares of
Common Stock it may be deemed to beneficially own.
(c) Except as set forth in this Schedule 13D, during the last sixty days
there have been no transactions in the Common Stock effected by the Reporting
Persons, nor, to the best of their knowledge, any of the persons set forth on
Schedule I to this Schedule 13D.
(d) Except as set forth in this Item 5, no person other than each
respective record owner of securities referred to herein is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities discussed herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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 this Schedule 13D, and any amendment or amendments hereto, a copy of
which is attached hereto as Exhibit 1.
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 grant 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
10
aggregate exercise price of $8,541,000. Each of the Warrants may be exercised
subject to shareholder approval at the Issuer's 2004 annual meeting and expiring
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 are 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
Joshua A. 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
Issuer's 2004 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.
The Shareholders will report aggregate beneficial ownership of 2,427,576
shares of the Issuer's Common Stock, which shares represent 29.7% 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 Class A Common Stock beneficially owned by the Shareholders. The
Shareholders will 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 Schedule 13D by reference to Exhibits 2, 3 and 4,
respectively, to this Schedule 13D.
11
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement
2. Purchase Agreement
3. Warrants
4. Registration Rights Agreement
12
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: May 21, 2004 W.R. BERKLEY CORPORATION
By: /s/ William R. Berkley
--------------------------------
Name: William R. Berkley
Title: Chairman of the Board and Chief
Executive Officer
Dated: May 21, 2004 ADMIRAL INSURANCE COMPANY
By: /s/ Scott R. Barraclough
--------------------------------
Name: Scott R. Barraclough
Title: Senior Vice President
Dated: May 21, 2004 BERKLEY INSURANCE COMPANY
By: /s/ Eugene G. Ballard
--------------------------------
Name: Eugene G. Ballard
Title: Senior Vice President
Dated: May 21, 2004 BERKLEY REGIONAL INSURANCE
COMPANY
By: /s/ Eugene G. Ballard
--------------------------------
Name: Eugene G. Ballard
Title: Senior Vice President
Dated: May 21, 2004 NAUTILUS INSURANCE COMPANY
By: /s/ Thomas M. Kuzma
--------------------------------
Name: Thomas M. Kuzma
Title: President and Chief
Executive Officer
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
Greenwich, Connecticut 06830 and 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 Associates
Greenwich, Connecticut 06830 (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
Greenwich, Connecticut 06830 Controller
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
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Greenwich, Connecticut 06830
5
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
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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
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