- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
24 April 2010 - 12:49AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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Zenith
National Insurance Corp.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Persons who are to respond to
the collection of information contained in this form are not required to
respond unless the form displays a currently valid OMB control number.
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Filed by: Zenith
National Insurance Corp.
Pursuant to Rule 14a-6
under the
Securities Exchange Act of 1934
Subject Company:
Zenith National Insurance Corp.
Commission File No. 001-09627
On
April 22, 2010, the following press release was issued by Zenith National Insurance
Corp., the Registrant:
PRESS RELEASE
BUSINESS &
FINANCIAL EDITORS
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WILLIAM
J. OWEN
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FOR
IMMEDIATE RELEASE
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Senior
Vice President,
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Investor
Relations
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818-676-3936
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ZENITH ANNOUNCES THAT THE DELAWARE COURT OF CHANCERY HAS
DENIED THE PRELIMINARY INJUNCTION RELATED TO THE PENDING
MERGER WITH FAIRFAX
WOODLAND HILLS, CALIFORNIA, April 22,
2010 .
. . .
. . .
. . .
. . .
. . . Zenith National Insurance Corp. (NYSE: ZNT)
announced today 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.
About Zenith
Zenith
National Insurance Corp., a Delaware corporation incorporated in 1971, is a
holding company engaged, through its wholly-owned subsidiaries, Zenith
Insurance Company and ZNAT Insurance Company, in the workers compensation
insurance business, nationally.
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 Zenith. 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) Zeniths stockholders
may not adopt the merger agreement; (ii) 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
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imposition of conditions that could cause the
parties to abandon the merger; (iii) 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; (iv) possible disruptions from the
merger may make it more difficult to maintain business and operational
relationships; (v) 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 (vi) the risk factors and other
factors referred to in Zeniths 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 Zenith 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 Zenith. Forward-looking statements
speak only as of the date they are made.
Zenith 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
.
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 Zenith, when available, at the SECs Web site at
www.sec.gov or at Zeniths Web site at www.thezenith.com. The definitive proxy
statement and such other documents may also be obtained for free from Zenith by
directing such request to Investor Relations, Zenith National Insurance Corp.,
21255 Califa Street, Woodland Hills, California 91367, telephone:
1-818-713-1000.
Zenith
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
Zeniths stockholders in connection with the proposed transaction. Information
concerning the interests of those persons is set forth in Zeniths 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.
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