<PAGE> 1
United States Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
(Mark One)
(x) Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934 (Fee Required)
For the Fiscal year ended December 31, 1996
( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No Fee Required)
For the transition period from
Commission file number 0-7849
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
W.R. Berkley Corporation Profit Sharing Plan
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
W. R. Berkley Corporation
165 Mason Street
Greenwich, CT 06836-2518
<PAGE> 2
W. R. Berkley Corporation Profit Sharing Plan
Index to Financial Statements
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report ....................................................... 3
Statements of Net Assets Available for Plan Participants as of December 31, 1996
and 1995 ........................................................................... 4
Statements of Changes in Net Assets Available for Plan Participants
for the three years ended December 31, 1996 ........................................ 5
Notes to Financial Statements ...................................................... 6
Schedule I - Investments(1)
Schedule II - Fund Information for the Statement of Net Assets Available
for Plan Participants as of December 31, 1996 and 1995 ........................ 13 - 14
Schedule III - Fund Information for the Statement of Changes in Net Assets
Available for Plan Participants for the two years ended December 31,
1996 .......................................................................... 15 - 16
</TABLE>
- ----------------------
(1) Included in the notes to the financial statements
2
<PAGE> 3
Independent Auditors' Report
The Plan Trustees and Plan Participants
W.R. Berkley Corporation Profit Sharing Plan:
We have audited the financial statements of the W.R. Berkley Corporation Profit
Sharing Plan as listed in the accompanying index. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan participants of the
W.R. Berkley Corporation Profit Sharing Plan as of December 31, 1996 and 1995
and the changes in net assets available for plan participants for each of the
years in the three-year period ended December 31, 1996, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of fund
information for the statement of net assets available for plan participants and
fund information for the statement of changes in net assets available for plan
participants, are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG Peat Marwick LLP
New York, New York
April 30, 1997
3
<PAGE> 4
W.R. Berkley Corporation Profit Sharing Plan
Statements of Net Assets Available for Plan Participants
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Assets:
Cash $ 215,004 $ 7,475
Investments, at fair value (cost $67,868,848 and $55,286,804) 74,984,833 59,358,758
Employer contributions receivable 6,747,820 5,681,495
Employee contributions receivable 459,181 436,904
Participant loans 1,717,667 --
Accrued interest and dividends receivable 103,724 48,280
----------- -----------
Net assets available for plan participants $84,228,229 $65,532,912
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
W.R. Berkley Corporation Profit Sharing Plan
Statements of Changes in Net Assets Available for Plan Participants
Years ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Net assets available for plan participants, beginning of year $ 65,532,912 $ 49,900,663 $ 45,740,684
------------ ------------ ------------
Additions:
Employer contributions 6,790,170 5,681,495 4,690,411
Employee contributions 5,713,235 4,594,657 3,570,510
Rollover and reinstatement contributions 2,247,234 969,510 414,290
Interest and dividend income 3,436,395 2,568,651 2,898,595
Loan interest 73,386 -- --
Realized gains (losses) on sale of investments 800,563 1,820,094 (229,185)
Net change in unrealized appreciation in fair value of investments 3,044,031 3,904,858 --
Other 74,450 31,297 --
------------ ------------ ------------
22,179,464 19,570,562 11,344,621
------------ ------------ ------------
Deductions:
Payments to participants (3,484,147) (3,938,313) (4,721,479)
Administrative expenses -- -- (48,000)
Net change in unrealized depreciation in fair value of investments -- -- (2,415,163)
------------ ------------ ------------
(3,484,147) (3,938,313) (7,184,642)
------------ ------------ ------------
Net increase 18,695,317 15,632,249 4,159,979
------------ ------------ ------------
Net assets available for plan participants, end of year $ 84,228,229 $ 65,532,912 $ 49,900,663
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements
(1) Plan Description
The following brief description of the W.R. Berkley Corporation (the
"Company") Profit Sharing Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan document
for more complete information. The plan is a defined contribution plan
and was established for the benefit of eligible employees of W.R. Berkley
Corporation and participating subsidiaries. The Plan was established as
of January 1, 1973 and amended and restated as of January 1, 1994 to
reflect the change in tax laws and restated as of January 1, 1995 to
reflect changes in investment elections. The major provisions of the Plan
include: (i) the minimum annual employer contribution is 5% of eligible
compensation; (ii) employer contributions are made on an annual basis;
(iii) a Company 401(k) Savings Account was established in conjunction
with the Profit Sharing Plan, whereby a minimum of 40% of the employer
contribution to the Plan is allocated to the Company 401(k) account; and
(iv) employees may elect to make voluntary tax-deferred contributions up
to 16% of eligible compensation, subject to certain limitations, to the
Employee 401(k) account. As of December 31, 1996, there were
approximately 3,000 participants in the Plan.
Participants are 100% vested in their Employee 401(k) voluntary
contributions as well as the employer contribution to their Company
401(k) account. Vesting in the portion of the employer contribution that
is not allocated to the Company 401(k) account occurs at the rate of 20%
per year beginning after three years of continuous employment and
participation in the Plan. However, in the event of death, disability or
retirement, in accordance with the provisions of the Plan, the
participant becomes 100% vested. Distributions from the Plan are made in
a lump sum or in annual installments, not to exceed 15 years.
Fleet Investment Management ("Fleet") is the appointed Trustee, Custodian
and Recordkeeper of the Plan. Participants are allowed to direct the
investment of prior and future contributions as described above among
eight investment funds. The Company has a Profit Sharing Plan Finance
Committee to select the investment alternatives provided by the Plan. The
Company has a Profit Sharing Plan Administrative Committee to assist in
the administration of the Plan. The account of each Participant is valued
on a daily basis. The fair value of the investment funds is based upon
the respective fund's closing net asset value, except for the W. R.
Berkley Common Stock Fund, which is described in footnote 2b. In
calculating net asset value, investments are valued by Fleet based on
their market values, but when market quotations are not readily
available, investments are valued based on fair value as determined in
good faith in accordance with procedures established by the Trustee.
Bonds and other fixed income securities may be valued on the basis of
prices provided by a pricing service when such prices are believed to
reflect the market value of such securities. The prices provided by a
pricing service may be determined without regard to bid or last sale
prices of each security but take into account institutional size
transactions in similar groups of securities as well as any developments
relating to specific securities.
Effective January 1, 1996, the Plan allows participants to borrow from
their account. Participants may borrow up to 50% of their vested account
balance; the minimum amount of any loan from the Plan is $1,000, and the
maximum amount is the lesser of $50,000 or 50% of the value of the
participant's account. A participant may request a loan for any reason
and the loan may be repaid over 60 months. For the purchase of a primary
residence, however, the loan may be repaid over 25 years. The loans are
valued at their outstanding balance.
The interest rate charged on the loan and repaid to the participant's
account is determined by the Profit Sharing Plan Finance Committee and
set for the duration of the loan. A participant may have two loans
outstanding. Payment is made through payroll deductions or the loan may
be paid in full by a lump sum payment. A partial lump sum repayment is
not permitted. An initial loan application fee of $50 as well as a $6 per
quarter administration fee is charged to the participant's account. See
Participant Loan Fund in footnote 2b for a description of the loan
process.
6
<PAGE> 7
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2) Summary of Significant Accounting Policies
(a) The accompanying Statements of Net Assets Available for Plan
Participants and Statements of Changes in Net Assets Available for
Plan Participants present financial information of the Plan on an
accrual basis. The Plan consists of nine funds:
Galaxy Money Market Fund
W.R. Berkley Corporation Common Stock Fund
Galaxy Large Company Index Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Growth Opportunities Fund
Fidelity Advisor Income & Growth Fund
Fidelity Advisor Overseas Fund
Fidelity Advisor Government Investment Fund
Participant Loan Fund
An investment in any of the above funds shall be made at the fair
market value of such fund on the date such investment is made.
Special rules may apply for this purpose in the case of the W. R.
Berkley Corporation Common Stock Fund, as discussed below, under
the description of the investment objective of such fund.
Investment management fees, including brokerage fees and
commissions on the purchase and sale of securities and other
related portfolio management expenses, will be paid from assets
of, and applied against the investment performance of, the
respective investment funds. General expenses of operating and
administering the Plan are paid by the Company but may be charged
against investment fund assets in the future, as determined by the
Company.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the revenues and expenses reflected during the
reporting period. Actual results could differ from those
estimates.
(b) Description of Investments
The following description of investments, except for the W.R.
Berkley Corporation Common Stock Fund, has been derived from the
fund prospectus.
GALAXY MONEY MARKET FUND
Investments in the Galaxy Money Market Fund include obligations of
domestic and foreign banks (including negotiable certificates of
deposit, nonnegotiable time deposits, savings deposits and
bankers' acceptances); commercial paper (including variable and
floating rate notes); obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; and repurchase
agreements issued by financial institutions such as banks and
broker/dealers. These instruments have remaining maturities of one
year or less (except for certain variable and floating rate notes
and securities underlying certain repurchase agreements).
7
<PAGE> 8
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
W.R. BERKLEY CORPORATION COMMON STOCK FUND
The W. R. Berkley Corporation Common Stock Fund is invested
primarily in shares of common stock of W.R. Berkley Corporation
("Common Stock") but is also invested in a minimal amount of money
market instruments so as to facilitate transfers into and out of
the fund. The Trustee may purchase Common Stock for this fund
either on the open market or from the Company. However, any
purchases from the Company are limited to shares of Common Stock
which are held by the Company as treasury stock.
If Common Stock is purchased from the Company, the fair market
value of Common Stock for this purpose is the average of the high
bid and low asking price for the Common Stock as quoted on the
National Market System of the National Association of Securities
Dealers Automated Quotation System on the day before the date of
purchase or, if there are no such quotes on such date, the most
recent prior business day on which high bid and low asking prices
are quoted. If no high bid and low asking prices are quoted within
such last five business days, fair market value will instead be
determined by the Trustee.
GALAXY LARGE COMPANY INDEX FUND
Normally, the Galaxy Large Company Index Fund will hold all 500
stocks in the S&P 500 and will hold each stock in approximately
the same percentage as it is represented in the S&P 500.
FIDELITY ADVISOR INTERMEDIATE BOND FUND
Under normal circumstances, the Fidelity Advisor Intermediate Bond
Fund (formerly the Limited Term Bond Fund) will invest in
fixed-income securities as follows:
(i) Corporate obligations which are rated AAA, AA, or A by S&P,
or Aaa, Aa, or A by Moody's;
(ii) Obligations issued or guaranteed as to interest and
principal by the government of the U.S., or any agency or
instrumentality thereof;
(iii) Obligations (including certificates of deposit and bankers'
acceptances) of U.S. banks which at the date of investment
have capital gains, surplus and undivided profits (as of the
date of their most recently published annual financial
statements) in excess of $100,000,000;
(iv) Commercial paper which at the date of investment is rated
A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's or, if
not rated, is issued by companies which at the date of
investment have an outstanding debt issue rated AAA, AA, or
A by S&P or Aaa, Aa, or A by Moody's; and
(v) Such other fixed-income instruments as the Fund's Board of
Trustees, in its judgment, deems to be of comparable quality
to those enumerated above.
8
<PAGE> 9
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND
Under normal circumstances, at least 65% of the Fidelity Advisor
Growth Opportunities Fund's total assets will be invested in
securities of companies that have long-term growth potential.
Growth can be considered either appreciation of the security
itself or growth of the company's earnings or gross sales.
Accordingly, these securities will often pay little, if any,
income, which will be entirely incidental to the objective of
capital growth.
The Fund also has the ability to purchase other securities, such
as preferred stock and bonds that may produce capital growth.
Securities may be of all types or quality. The Fund may invest in
lower-quality, high-yielding debt securities (sometimes referred
to as "junk bonds"), although it intends to limit its investments
in these securities to 35% of its assets.
The Fund may purchase foreign investments of all types without
limitation and may enter into foreign forward currency exchange
contracts. The Fund may purchase or engage in indexed securities,
illiquid investments, loans and other direct debt instruments,
options and futures contracts, repurchase agreements and
securities loans, restricted securities, reverse repurchase
agreements, swap agreements and warrants.
The Fund may make substantial temporary investments in
high-quality debt securities and money market instruments,
including commercial paper, obligations of banks of the U.S.
government and repurchase agreements, for defensive purposes when
economic or market conditions warrant.
FIDELITY ADVISOR INCOME & GROWTH FUND
The Fidelity Advisor Income & Growth Fund invests in equity
securities, fixed-income securities and convertible securities, as
well as preferred and common stock paying any combination of
dividends and capital gains. The Fund also may buy securities that
are not providing dividends but offer prospects for growth of
capital or future income. The proportion of the Fund's assets
invested in each type of security will vary from time to time in
accordance with economic conditions.
FIDELITY ADVISOR OVERSEAS FUND
Normally, at least 65% of the Fidelity Advisor Overseas Fund's
total assets will be invested in securities of issuers from at
least three different countries outside of North America. The Fund
expects to invest most of its assets in securities of issuers
located in developed countries in these general geographic areas:
The Americas (other than the U.S.); the Far East and the Pacific
Basin; and Western Europe. In determining whether a company's or
organization's principal activities are in a particular region,
such factors as the location of assets, personnel, sales and
earnings are considered.
9
<PAGE> 10
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND
The Fidelity Advisor Government Investment Fund invests primarily
in obligations issued or guaranteed by the U.S. Government or any
of its agencies or instrumentalities (U.S. government securities),
including U.S. Treasury bonds, notes and bills, Government
National Mortgage Association mortgage-backed pass-through
certificates (Ginnie Maes) and mortgage backed securities issued
by the Federal National Mortgage Association (Fannie Maes) or the
Federal Home Loan Mortgage Corporation (Freddie Macs). The Fund's
investments in U.S. government securities may or may not be fully
backed by the U.S. Government. The Fund may enter into repurchase
agreements involving any securities in which it may invest and
also may enter into reverse repurchase agreements. The Fund
considers "government securities" to include U.S. Government
securities subject to repurchase agreements. The Fund is not
restricted as to the percentage of its assets.
PARTICIPANT LOAN FUND
The participant loan fund is comprised of balances due from
participants who have outstanding loans. Loans are repaid at
principal plus interest at the prime rate of interest in effect at
the issuance of the loan. For 1996, the rate was 8%.
(c) Distributions to terminated participants are based upon the
participant's account balance following the end of the month in
which the participant terminated. Monthly withdrawals to active
participants are based upon the valuation date prior to the
request for withdrawal.
(d) Contributions to the Plan are approved by the Board of Directors
of each participating subsidiary. The employer's cash
contributions aggregated $6,747,820 and $5,681,495, respectively,
for the years ended December 31, 1996 and 1995.
(3) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Upon termination of the Plan, all amounts credited to the participants
become fully vested, and all assets remaining after payments of any
expenses properly chargeable against the Plan will be distributed to the
participants in accordance with the value of each participant's account
on the date of such termination.
(4) Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated December 12, 1995 that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC).
(5) Subsequent Events
Effective July 1, 1997, Fidelity Investments ("Fidelity") will be
appointed by the Profit Sharing Finance Committee as the trustee,
custodian and record keeper for the Plan. Additionally, participants will
be allowed to direct the investment of prior and future contributions
among eighteen new investment funds maintained by Fidelity. As soon as
practicable thereafter, the investment fund assets maintained by Fleet
will be automatically transferred to Fidelity.
Additionally, effective on July 1, 1997, the Signet Star Holdings, Inc.
Profit Sharing Plan ("Signet Star Plan") will be merged into the Plan.
Each participating employer in the Signet Star Plan shall become a
participating employee in the Plan. Prior service under the Signet Star
Plan prior to the merger will count for eligibility and vesting under The
Plan. Assets maintained in the Signet Star Plan shall be transferred to
the Plan as soon as practicable after June 30, 1997. As of December 31,
1996 the Signet Star Plan had assets of approximately $7,750,000.
10
<PAGE> 11
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(6) Investments
Investments as of December 31, 1996 and 1995 consisted of the following:
<TABLE>
<CAPTION>
Fair
Units December 31, 1996 Cost Value
----- ----------------- ---- -----
<C> <S> <C> <C>
11,452,911 Galaxy Money Market Fund $11,452,911 $11,452,911
96,998 W.R. Berkley Corporation Common Stock Fund 4,005,991 4,967,786
369,465 Galaxy Large Company Index Fund 7,428,955 8,320,358
424,217 Fidelity Advisor Intermediate Bond Fund 4,518,972 4,454,276
700,182 Fidelity Advisor Growth Opportunities Fund 20,614,573 24,716,416
757,728 Fidelity Advisor Income & Growth Fund 11,500,561 12,411,580
282,971 Fidelity Advisor Overseas Fund 4,030,236 4,346,438
456,138 Fidelity Advisor Government Investment Fund 4,316,649 4,315,068
----------- -----------
Total $67,868,848 $74,984,833
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fair
Units December 31, 1996 Cost Value
----- ----------------- ---- -----
<C> <S> <C> <C>
10,359,310 Galaxy Money Market Fund $10,359,310 $10,359,310
77,657 W.R. Berkley Corporation Common Stock Fund 3,000,117 4,206,843
231,742 Galaxy Large Company Index Fund 4,527,177 4,414,688
379,080 Fidelity Advisor Limited Term Bond Fund 4,003,080 4,105,434
578,257 Fidelity Advisor Growth Opportunities Fund 16,158,677 18,296,063
682,884 Fidelity Advisor Income & Growth Fund 10,290,744 10,728,101
219,933 Fidelity Advisor Overseas Fund 3,039,769 3,162,640
414,790 Fidelity Advisor Government Investment Fund 3,907,930 4,085,679
----------- -----------
Total $55,286,804 $59,358,758
=========== ===========
</TABLE>
11
<PAGE> 12
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(6) Continued
Net change in unrealized appreciation (depreciation) for the years ended
December 31, 1996, 1995 and 1994 is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
W.R. Berkley Corporation Common Stock Fund $ (244,930) $ 1,206,726 $ --
Galaxy Large Company Index Fund 1,003,892 (112,489) --
Fidelity Advisor Intermediate Bond Fund (167,050) 101,354 --
Fidelity Advisor Growth Opportunities Fund 1,964,457 2,138,386 --
Fidelity Advisor Income and Growth Fund 473,661 437,357 --
Fidelity Advisor Overseas Fund 193,331 122,871 --
Fidelity Advisor Government Investment Fund (179,330) 177,749 --
U.S. Government Obligations -- 312,391 (1,237,004)
Corporate Bonds & Notes -- 826,098 (1,010,626)
Municipal Bonds -- 110,211 (269,536)
Common Stocks -- (1,484,421) 159,753
Preferred Stocks -- 68,625 (57,750)
----------- ----------- -----------
Total $ 3,044,031 $ 3,904,858 $(2,415,163)
=========== =========== ===========
</TABLE>
12
<PAGE> 13
W. R. Berkley Corporation Profit Sharing Plan
December 31, 1996
Schedule II - Fund Information for the Statement of Net Assets Available for
Plan Participants
<TABLE>
<CAPTION>
W.R. Berkley Galaxy Fidelity Fidelity
Galaxy Corp. Large Advisor Advisor
Money Common Company Intermediate Growth
WRBC Market Stock Index Bond Opportunities
Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cash $9,048 $ 1,335 $ -- $ (159) $ 566 $ 118,141
Investments -- 11,452,911 4,967,786 8,320,358 4,454,276 24,716,416
Employer contributions receivable -- 930,525 616,273 696,616 384,322 2,218,548
Employee contributions receivable -- 42,607 42,279 57,318 26,441 167,481
Participant loans -- -- -- -- -- --
Accrued interest and dividends receivable -- 46,745 13,206 -- 22,534 --
====== =========== ========== ========== ========== ===========
Net assets available for plan participants $9,048 $12,474,123 $5,639,544 $9,074,133 $4,888,139 $27,220,586
====== =========== ========== ========== ========== ===========
<CAPTION>
Fidelity Fidelity
Advisor Fidelity Advisor
Income & Advisor Government Participant
Growth Overseas Investment Loan
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Cash $ 87,000 $ (175) $ (1,356) $ 604 $ 215,004
Investments 12,411,580 4,346,438 4,315,068 -- 74,984,833
Employer contributions receivable 1,112,810 416,538 372,188 -- 6,747,820
Employee contributions receivable 72,187 30,577 20,291 -- 459,181
Participant loans -- -- -- 1,717,667 1,717,667
Accrued interest and dividends receivable -- -- 21,239 -- 103,724
=========== ========== =========== ========== ===========
Net assets available for plan participants $13,683,577 $4,793,378 $ 4,727,430 $1,718,271 $84,228,229
=========== ========== =========== ========== ===========
</TABLE>
For 1996 all investment elections are made by the participants
13
<PAGE> 14
W. R. Berkley Corporation Profit Sharing Plan
December 31, 1995
Schedule II, Continued
<TABLE>
<CAPTION>
W.R. Berkley Galaxy Fidelity Fidelity
Galaxy Corp. Large Advisor Advisor
Money Common Company Limited Term Growth
WRBC Market Stock Index Bond Opportunities
Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cash $7,548 $ (97) $ -- $ -- $ 24 $ --
Investments -- 10,359,310 4,206,843 4,414,688 4,105,434 18,296,063
Employer contributions receivable -- 857,069 439,546 427,663 363,310 1,895,544
Employee contributions receivable -- 47,639 29,478 36,610 28,579 160,862
Accrued interest and dividends receivable -- 45,955 137 1,310 59 444
------ ----------- ---------- ---------- ---------- -----------
Net assets available for plan participants $7,548 $11,309,876 $4,676,004 $4,880,271 $4,497,406 $20,352,913
====== =========== ========== ========== ========== ===========
<CAPTION>
Fidelity Fidelity
Advisor Fidelity Advisor
Income & Advisor Government
Growth Overseas Investment
Fund Fund Fund Total
---- ---- ---- -----
<S> <C> <C> <C> <C>
Cash $ -- $ -- $ -- $ 7,475
Investments 10,728,101 3,162,640 4,085,679 59,358,758
Employer contributions receivable 1,001,930 356,787 339,646 5,681,495
Employee contributions receivable 78,666 26,810 28,260 436,904
Accrued interest and dividends receivable 232 70 73 48,280
----------- ---------- ---------- -----------
Net assets available for plan participants $11,808,929 $3,546,307 $4,453,658 $65,532,912
=========== ========== ========== ===========
</TABLE>
For 1995 all investment elections are made by the participants
14
<PAGE> 15
W. R. Berkley Corporation Profit Sharing Plan
For the year ended December 31, 1996
Schedule III - Fund Information for the Statement of Changes in Net Assets
Available for Plan Participants
<TABLE>
<CAPTION>
W.R. Berkley Galaxy Fidelity
Galaxy Corp. Large Advisor
Money Common Company Intermediate
WRBC Market Stock Index Bond
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net assets available as of 1/1/96 $7,548 $11,309,876 $4,676,004 $4,880,271 $4,497,406
------ ----------- ---------- ---------- ----------
Additions:
Employer contributions -- 941,616 619,387 697,909 386,824
Employee contributions -- 524,293 486,286 639,373 351,521
Rollover and reinstatement contributions -- 389,548 270,879 316,358 122,085
Loan interest -- 11,015 7,528 7,522 4,664
Interest and dividend income -- 518,884 60,704 291,026 285,537
Realized gains on sale of investments -- -- 151,444 71,794 42,814
Net change in unrealized appreciation
(depreciation) in fair value -- -- (244,930) 1,003,892 (166,051)
Other income (expenses) 1,500 38,967 (2,697) 11,470 2,119
------ ----------- ---------- ---------- ----------
Total additions 1,500 2,424,323 1,348,601 3,039,344 1,029,513
------ ----------- ---------- ---------- ----------
Deductions:
Payments to participants -- (1,052,871) (228,568) (162,802) (207,037)
------ ----------- ---------- ---------- ----------
Loans:
Loan issuances -- (334,925) (197,561) (220,604) (115,314)
Loan repayments -- 46,245 35,554 32,305 23,150
------ ----------- ---------- ---------- ----------
Net loans -- (288,680) (162,007) (188,299) (92,164)
------ ----------- ---------- ---------- ----------
Total deductions -- (1,341,551) (390,575) (351,101) (299,201)
------ ----------- ---------- ---------- ----------
Net increase prior to interfund transfers 1,500 1,082,772 958,026 2,688,243 730,312
------ ----------- ---------- ---------- ----------
Transfers between funds -- 81,475 5,514 1,505,619 (339,579)
Net increase 1,500 1,164,247 963,540 4,193,862 390,733
------ ----------- ---------- ---------- ----------
Net assets available as of 12/31/96 $9,048 $12,474,123 $5,639,544 $9,074,133 $4,888,139
====== =========== ========== ========== ==========
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Advisor Fidelity Advisor
Growth Income & Advisor Government
Opportunities Growth Overseas Investment
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net assets available as of 1/1/96 $20,352,913 $11,808,929 $3,546,307 $4,453,658
----------- ----------- ---------- ----------
Additions:
Employer contributions 2,231,945 1,119,323 419,467 373,699
Employee contributions 2,087,569 942,866 379,592 301,735
Rollover and reinstatement contributions 627,322 391,903 79,703 49,436
Loan interest 21,143 12,756 3,868 4,890
Interest and dividend income 1,327,444 467,794 213,861 271,145
Realized gains on sale of investments 419,654 71,797 40,271 2,789
Net change in unrealized appreciation
(depreciation) in fair value 1,963,458 473,661 193,330 (179,329)
Other income (expenses) (600) 25,484 754 (2,547)
----------- ----------- ---------- ----------
Total additions 8,677,935 3,505,584 1,330,846 821,818
----------- ----------- ---------- ----------
Deductions:
Payments to participants (901,274) (641,074) (121,295) (169,226)
----------- ----------- ---------- ----------
Loans:
Loan issuances (627,140) (312,127) (93,780) (131,252)
Loan repayments 78,366 50,632 12,222 35,958
----------- ----------- ---------- ----------
Net loans (548,774) (261,495) (81,558) (95,294)
----------- ----------- ---------- ----------
Total deductions (1,450,048) (902,569) (202,853) (264,520)
----------- ----------- ---------- ----------
Net increase prior to interfund transfers 7,227,887 2,603,015 1,127,993 557,298
----------- ----------- ---------- ----------
Transfers between funds (360,214) (728,367) 119,078 (283,526)
Net increase 6,867,673 1,874,648 1,247,071 273,772
----------- ----------- ---------- ----------
Net assets available as of 12/31/96 $27,220,586 $13,683,577 $4,793,378 $4,727,430
=========== =========== ========== ==========
<CAPTION>
Participant
Loan
Fund Total
---- -----
<S> <C> <C>
Net assets available as of 1/1/96 $ -- $65,532,912
---------- -----------
Additions:
Employer contributions -- 6,790,170
Employee contributions -- 5,713,235
Rollover and reinstatement contributions -- 2,247,234
Loan interest -- 73,386
Interest and dividend income -- 3,436,395
Realized gains on sale of investments -- 800,563
Net change in unrealized appreciation
(depreciation) in fair value -- 3,044,031
Other income (expenses) -- 74,450
---------- -----------
Total additions -- 22,179,464
---------- -----------
Deductions:
Payments to participants -- (3,484,147)
---------- -----------
Loans:
Loan issuances 2,032,703 --
Loan repayments (314,432) --
---------- -----------
Net loans 1,718,271 --
---------- -----------
Total deductions 1,718,271 (3,484,147)
---------- -----------
Net increase prior to interfund transfers 1,718,271 18,695,317
---------- -----------
Transfers between funds -- --
Net increase 1,718,271 18,695,317
---------- -----------
Net assets available as of 12/31/96 $1,718,271 $84,228,229
========== ===========
</TABLE>
For 1996 all investment elections are made by the participants
15
<PAGE> 16
W. R. Berkley Corporation Profit Sharing Plan
For the year ended December 31, 1995
Schedule III, Continued
<TABLE>
<CAPTION>
W.R. Berkley Galaxy Fidelity
Galaxy Corp. Large Advisor
Money Common Company Limited Term
WRBC Market Stock Index Bond
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net assets available as of 1/1/95 $ 49,900,663 $ -- $ -- $ -- $ --
------------ ----------- ---------- ---------- ----------
Additions:
Employer contributions -- 857,069 439,546 427,663 363,310
Employee contributions 1,075,409 489,215 230,068 251,451 239,769
Rollover and reinstatement contributions 232,580 50,308 55,956 59,328 44,500
Interest and dividend income 965,813 378,964 19,473 107,969 150,467
Realized gains on sale of investments 1,091,731 -- 25,208 640,860 764
Net change in unrealized appreciation
(depreciation) in fair value (167,096) -- 1,206,726 (112,489) 101,354
Other income (expenses) 29,062 41,660 (2,819) (690) (2,938)
------------ ----------- ---------- ---------- ----------
Additions 3,227,499 1,817,216 1,974,158 1,374,092 897,226
------------ ----------- ---------- ---------- ----------
Deductions:
Payments to participants (1,878,069) (717,344) (72,707) (141,285) (179,993)
------------ ----------- ---------- ---------- ----------
Net increase prior to interfund transfers 1,349,430 1,099,872 1,901,451 1,232,807 717,233
------------ ----------- ---------- ---------- ----------
Transfers between funds (51,242,545) 10,210,004 2,774,553 3,647,464 3,780,173
Net (decrease) increase (49,893,115) 11,309,876 4,676,004 4,880,271 4,497,406
------------ ----------- ---------- ---------- ----------
Net assets available as of 12/31/95 $ 7,548 $11,309,876 $4,676,004 $4,880,271 $4,497,406
============ =========== ========== ========== ==========
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Advisor Fidelity Advisor
Growth Income & Advisor Government
Opportunities Growth Overseas Investment
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C>
Net assets available as of 1/1/95 $ -- $ -- $ -- $ -- $49,900,663
----------- ----------- ---------- ---------- -----------
Additions:
Employer contributions 1,895,544 1,001,930 356,787 339,646 5,681,495
Employee contributions 1,238,034 622,271 238,903 209,537 4,594,657
Rollover and reinstatement contributions 300,196 178,975 20,966 26,701 969,510
Interest and dividend income 456,095 338,110 22,345 129,415 2,568,651
Realized gains on sale of investments 43,164 11,509 4,713 2,145 1,820,094
Net change in unrealized appreciation
(depreciation) in fair value 2,138,386 437,357 122,871 177,749 3,904,858
Other income (expenses) (21,742) (3,572) (4,049) (3,615) 31,297
----------- ----------- ---------- ---------- -----------
Additions 6,049,677 2,586,580 762,536 881,578 19,570,562
----------- ----------- ---------- ---------- -----------
Deductions:
Payments to participants (468,600) (363,994) (57,644) (58,677) (3,938,313)
----------- ----------- ---------- ---------- -----------
Net increase prior to interfund transfers 5,581,077 2,222,586 704,892 822,901 15,632,249
----------- ----------- ---------- ---------- -----------
Transfers between funds 14,771,836 9,586,343 2,841,415 3,630,757 --
Net (decrease) increase 20,352,913 11,808,929 3,546,307 4,453,658 15,632,249
----------- ----------- ---------- ---------- -----------
Net assets available as of 12/31/95 $20,352,913 $11,808,929 $3,546,307 $4,453,658 $65,532,912
=========== =========== ========== ========== ===========
</TABLE>
For 1995 all investment elections are made by the participants
16
<PAGE> 17
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Finance
Committee has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
W. R. BERKLEY CORPORATION
By /s/ WILLIAM R. BERKLEY
------------------------
William R. Berkley
June 20, 1997
17
<PAGE> 18
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
W.R. Berkley Corporation:
We consent to incorporation by reference in Registration Statement No. 33-88640
on Form S-8 of W.R. Berkley Corporation of our report dated April 30, 1997,
relating to the statements of net assets available for plan participants of the
W.R. Berkley Corporation Profit Sharing Plan as of December 31, 1996 and 1995,
and the related statements of changes in net assets available for plan
participants for each of the years in the three-year period ended December 31,
1996, and all related schedules, which report appears in the December 31, 1996
annual report on Form 11-K of the Plan.
/s/ KPMG Peat Marwick LLP
New York, New York
June 20, 1997
