0000950172-05-000638.txt : 20120628
0000950172-05-000638.hdr.sgml : 20120628
20050301142241
ACCESSION NUMBER: 0000950172-05-000638
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050301
DATE AS OF CHANGE: 20050301
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ZENITH NATIONAL INSURANCE CORP
CENTRAL INDEX KEY: 0000109261
STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331]
IRS NUMBER: 952702776
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-32229
FILM NUMBER: 05649490
BUSINESS ADDRESS:
STREET 1: 21255 CALIFA ST
CITY: WOODLAND HILLS
STATE: CA
ZIP: 91367
BUSINESS PHONE: 8187131000
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ZAX STANLEY R
CENTRAL INDEX KEY: 0001124825
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: ZENITH NATIONAL INSURANCE CORP
STREET 2: 21255 CALIFA STREET
CITY: WOODLAND HILLS
STATE: CA
ZIP: 91367
BUSINESS PHONE: 8187131000
MAIL ADDRESS:
STREET 1: ZENITH NATIONAL INSURANCE
STREET 2: 21255 CALIFA STREET
CITY: WOODLAND HILLS
STATE: CA
ZIP: 91367
SC 13D/A
1
lac333567.txt
SC 13D - AMENDMENT NO. 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
SCHEDULE 13D
Under The Securities Exchange Act Of 1934
(Amendment No. 5)*
Final Amendment
ZENITH NATIONAL INSURANCE CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
989390 109
(CUSIP Number)
STANLEY R. ZAX
ZENITH NATIONAL INSURANCE CORP.
21255 CALIFA STREET
WOODLAND HILLS, CALIFORNIA 91367
818-713-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 2005
(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 ss.ss.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 ss.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).
CUSIP No. 989390 109
-------------------------------------------------------------------------------
1. NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STANLEY R. ZAX
-------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) |_|
(b) |_|
-------------------------------------------------------------------------------
3. SEC USE ONLY
-------------------------------------------------------------------------------
4. SOURCE OF FUNDS
00
-------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) |_|
-------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
-------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 649,756
REPORTING PERSON WITH: ----------------------------------------------
8. SHARED VOTING POWER
0
----------------------------------------------
9. SOLE DISPOSITIVE POWER
649,756
----------------------------------------------
10. SHARED DISPOSITIVE POWER
0
-------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
649,756
-------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
-------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.28
-------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
This Statement constitutes Amendment No. 5, the final amendment to
the Schedule 13D of Stanley R. Zax relating to the Common Stock of Zenith
National Insurance Corp., and amends and supplements the Statement on Schedule
13D, originally filed on September 26, 2000 (the "Original Schedule 13D"), as
amended by Amendment No. 1, filed on January 24, 2001, Amendment No. 2, filed
on March 1, 2001, Amendment No. 3, filed on October 10, 2002, and Amendment
No. 4, filed on March 16, 2004. Mr. Zax is hereinafter referred to as the
"Reporting Person." Unless otherwise indicated, each capitalized term used
herein but not defined herein shall have the meaning assigned to such term in
the Original Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The disclosure in Item 5 is hereby amended and restated in its
entirety as follows:
(a) The Reporting Person beneficially owns 649,756 shares of Common
Stock, representing 3.28% of the shares outstanding as of February 11, 2005.
The number of shares includes 1,030 shares held by the Reporting Person as
custodian for his adult children and 178,638 shares as to which options are
currently exercisable.
(b) The Reporting Person has the sole power to vote or direct the
vote and to dispose or direct the disposition of 649,756 shares.
(c) On March 18, 2004, the Reporting Person exercised employee stock
options to acquire 201,000 shares of Common Stock at an exercise price of
$23.625. The Reporting Person tendered to the Issuer 121,015 shares of Common
Stock previously held by the Reporting Person in payment of the aggregate
exercise price of $4,748,625. In order to reimburse the issuer for withholding
taxes related to such option exercise, on March 19, 22 and 23, 2004 the
Reporting Person sold an aggregate of 29,700 shares of Common Stock at an
average sale price of $37.94 generating total net proceeds of $1,126,720. The
Reporting Person delivered $1,118,462 to the Issuer to pay for such
withholding taxes and kept $8,258 in net proceeds.
On November 30, 2004 the Reporting Person gifted 9,541 shares of Common Stock
to various charitable organizations.
On February 11, 2005, the Reporting Person exercised employee stock options to
acquire 620,362 shares of Common Stock at an exercise price of $23.625. The
Reporting Person tendered to the Issuer 288,278 shares of Common Stock
previously held by the Reporting Person in payment of the aggregate exercise
price of $14,656,054. The issuer withheld 150,274 shares of Common Stock in
payment of withholding taxes of $7,545,239.
As a result of the above described transactions the Reporting Person reduced
the shares of Common Stock subject to employee stock options from 1,000,000
shares to 178,638 shares and increased the number of shares of Common Stock
owned outright from 247,534 shares to 470,088 shares.
(d) Not applicable
(e) As of February 11, 2005 the Reporting Person ceased to be the
beneficial owner of more than five percent of the class of securities.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: March 1, 2005
___________________________
Stanley R. Zax