<PAGE> 1
United States Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
Annual Report
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Mark One)
/x/ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the Fiscal year ended December 31, 1998
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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)
<S> <C>
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Participants as of December 31, 1998
and 1997 4
Statements of Changes in Net Assets Available for Plan Participants for each
of the years in the three-year period ended December 31, 1998 5
Notes to Financial Statements 6
Schedule I - Investments (1)
Schedule II - Fund Information for the Statements of Net Assets Available for
Plan Participants as of December 31, 1998 and 1997 18 - 19
Schedule III - Fund Information for the Statements of Changes in Net Assets
Available for Plan Participants for the two years ended December 31, 1998 20 - 21
</TABLE>
(1) Included in the notes to the financial statements (Item 27a - Schedule of
Assets Held for Investment Purposes)
2
<PAGE> 3
Independent Auditors' Report
The Plan Trustees and Plan Participants
W.R. Berkley Corporation Profit Sharing Plan:
We have audited the accompanying financial statements of the W.R. Berkley
Corporation Profit Sharing Plan (the "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, 1998 and 1997
and the changes in net assets available for plan participants for each of the
years in the three-year period ended December 31, 1998, 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 statements of net assets available for plan participants and
fund information for the statements 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 LLP
New York, New York
April 9, 1999
3
<PAGE> 4
W.R. Berkley Corporation Profit Sharing Plan
Statements of Net Assets Available for Plan Participants
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Assets:
Investments, at fair value (cost $129,010,001 and $108,853,991) ... $142,823,109 $112,096,961
Employer contributions receivable ................................. 8,523,575 8,074,640
Employee contributions receivable ................................. 76,149 17,014
Participant loans ................................................. 3,723,453 3,056,556
------------ ------------
Net assets available for plan participants ........................ $155,146,286 $123,245,171
============ ============
</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, 1998, 1997 and 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
Net assets available for plan participants, beginning of year $ 123,245,171 $ 84,228,229 $ 65,532,912
------------- ------------- -------------
Additions:
Employer contributions 8,522,536 8,078,674 6,790,170
Employee contributions 8,809,239 7,118,722 5,713,235
Rollover and reinstatement contributions 2,542,001 2,046,981 2,247,234
Interest and dividend income 8,426,807 6,526,662 3,436,395
Loan interest 269,580 196,307 73,386
Net appreciation in fair value of investments 11,947,000 10,998,372 3,844,594
Signet Star asset transfer into Plan -- 8,798,389 --
Other (21,790) (248,473) 74,450
------------- ------------- -------------
40,495,373 43,515,634 22,179,464
------------- ------------- -------------
Deductions:
Payments to participants (8,594,258) (4,498,692) (3,484,147)
------------- ------------- -------------
Net increase 31,901,115 39,016,942 18,695,317
------------- ------------- -------------
Net assets available for plan participants, end of year $ 155,146,286 $ 123,245,171 $ 84,228,229
============= ============= =============
</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 the Company
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 Plan was further restated as of January 1, 1998
to reflect changes in the tax law and the merger of Signet Star Holdings,
Inc. Profit Sharing Plan into the Plan. In March 1999, the Plan was
amended to provide for full and immediate vesting of the Plan
participation accounts of employees whose employment is involuntarily
terminated without cause in connection with the restructuring of certain
subsidiaries of the Company. 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, 1998, there were
approximately 3,946 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.
Effective July 1, 1997, Fidelity Investments ("Fidelity") was appointed
by the Profit Sharing Finance Committee as the trustee, custodian and
record keeper for the Plan, replacing Fleet Investment Management
("Fleet"). In conjunction with the change, participants are now allowed
to direct the investment of prior and future contributions among eighteen
investment funds maintained by Fidelity, as opposed to eight investment
funds under Fleet. 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. Participants are responsible for
directing the investment of the their respective accounts. 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 Corporation Common Stock Fund, which
is described in footnote 2b. In calculating net asset value, investments
are valued by Fidelity and 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 might 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.
Additionally effective on July 1, 1997, the Signet Star Holdings, Inc.
Profit Sharing Plan ("Signet Star Plan") was merged into the Plan. Each
participating employee in the Signet Star Plan became a participating
employee in the Plan. Prior service under the Signet Star Plan prior to
the merger was counted for eligibility and vesting under the Plan. Assets
maintained in the Signet Star Plan were transferred to the Plan in July,
1997. The Signet Star Plan had assets of $8,613,501, net of participant
loans of $184,888, on the date of transfer.
6
<PAGE> 7
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(1), Continued
Effective January 1, 1996, the Plan allowed 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. See Participant Loan Fund in footnote 2b for a description
of the loan process.
(2a) Summary of Significant Accounting Policies
(i) 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.
(ii) 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.
(iii) 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.
7
<PAGE> 8
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
(2b) 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. For a more complete description of these investments, refer
to the respective fund prospectus.
The Plan consisted of eighteen funds in 1998, as follows:
Fidelity Retirement Money Market Portfolio
PIMCO Low Duration - Administrative
PIMCO Total Return - Administrative
Fidelity Equity - Income Fund
Fidelity Contrafund
Fidelity Magellan(R)Fund
Janus Mercury Fund
Fidelity Diversified International Fund
Fidelity Asset Manager(TM)
Fidelity Government Securities Fund
Fidelity Intermediate Bond Fund
Fidelity Puritan(R)Fund
Spartan(R)U.S. Equity Index Fund
Fidelity Growth Company Fund
MAS Value Portfolio
Fidelity Overseas Fund
Janus Worldwide Fund
W.R. Berkley Common Stock Fund
Prior to July 1, 1997 the Plan was managed by Fleet and consisted of
seven investment funds as follows:
Galaxy Money Market 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
The following description of Fidelity investments, except for the W.R.
Berkley Corporation Common Stock Fund, has been derived from the fund
prospectus. For a more complete description of these investments, refer
to the respective fund prospectus.
FIDELITY RETIREMENT MONEY MARKET PORTFOLIO. Fidelity Retirement
Money Market Portfolio is a money market fund, which seeks as high
a level of current income as is consistent with the preservation
of capital and liquidity. It invests in high quality, short-term
money market securities of U.S. and foreign issuers. While the
portfolio seeks to maintain a $1.00 share price, there is no
assurance that it will be able to do so. An investment in the
portfolio is not insured or guaranteed by the U.S. government. The
portfolio's yield will fluctuate. The portfolio is a relatively
conservative, low-risk investment. Fidelity Management Research
Company is the investment manager of the portfolio.
PIMCO LOW DURATION - ADMINISTRATIVE. PIMCO Low Duration Fund
(Administrative Class) is an income mutual fund. It tries to
provide high current income by investing in all types of bonds,
including U.S. government, corporate, mortgage and foreign. Most
investments are in short and intermediate maturity bonds. The fund
maintains an average portfolio duration of 1 to 3 years
(approximately equal to an average maturity of 2 to 5 years).
Share price, yield and return will vary. The fund is managed by
Pacific Investment Management Company and distributed by PIMCO
Advisors Distribution Company.
8
<PAGE> 9
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
PIMCO TOTAL RETURN - ADMINISTRATIVE. PIMCO Total Return Fund
(Administrative Class) is an income mutual fund. It tries to
provide high total return that exceeds general bond market indices
by investing in all types of bonds, including U.S. government,
corporate, mortgage and foreign. While the fund maintains an
average portfolio duration of 3 to 6 years (approximately equal to
an average maturity of 5 to 12 years), investments may also
include short and long maturity bonds. Share price, yield and
return will vary. The fund is managed by Pacific Investment
Management Company and distributed by PIMCO Advisors Distribution
Company.
FIDELITY EQUITY - INCOME FUND. Fidelity Equity-Income Fund is a
growth and income fund. It seeks reasonable income with the
potential for capital appreciation. The fund tries to achieve a
yield that exceeds the composite yield of the S&P 500. It also
considers the potential for capital appreciation when selecting
investments. It invests primarily in income-producing equity
securities (common and preferred stocks) but can also invest in
bonds and convertible securities. Dividend amounts will vary. The
fund's share price and return will fluctuate. Fidelity Investments
is the investment manager of the fund.
FIDELITY CONTRAFUND. Fidelity Contrafund is a growth fund. It
seeks long-term capital appreciation by investing mainly in the
securities of companies believed to be out of favor or
undervalued. The fund invests in domestic and foreign common
stocks and stocks and securities convertible into common stock,
but it may purchase other securities that may produce capital
appreciation. Investing in under valued or out of favor stocks can
lead to investments in small companies which are not well known.
The stock of small companies may be subject to more frequent and
greater price changes than other companies. The fund's share price
and return will fluctuate. Fidelity Investments is the investment
manager of the fund.
FIDELITY MAGELLAN(R) FUND. Fidelity Magellan(R) Fund is a growth
fund. It seeks long-term capital appreciation by investing in the
stocks of both well-known and lesser known companies with
potentially above-average growth potential and a correspondingly
higher level of risk. Securities may be of foreign, domestic and
multinational companies. The fund's share price and return will
fluctuate. Fidelity Investments is the investment manager of the
fund.
JANUS MERCURY FUND. Janus Mercury fund is a growth mutual fund. It
tries to increase the value of the buyers investment over the long
term through capital growth by investing primarily in common
stocks of companies of any size, which may include larger
well-established companies and/or smaller emerging growth
companies, both domestic and abroad. Investments in emerging
growth companies may be subject to more abrupt price changes than
investments in larger, well established companies. Foreign
investments involve greater risk and may offer greater potential
returns than U.S. investments. Share price and return will vary.
The fund is managed by Janus and distributed by Janus
Distributors, Inc.
FIDELITY DIVERSIFIED INTERNATIONAL FUND. Fidelity Diversified
International Fund is an international fund. It seeks capital
growth by investing primarily in equity securities of companies
located anywhere outside the U.S. that are included in the Morgan
Stanley EAFE (Europe, Australia, Far East) Index. In selecting
investments for the fund, the manager relies on computer-aided
quantitative analysis supported by fundamental research. The fund
seeks to generate more capital growth than that of the EAFE Index.
It is important to remember that foreign investments pose greater
risks and potential rewards than U.S. investments. The risks
include political as well as the risk of currency fluctuations.
Share price and return will fluctuate. Fidelity Investments is the
investment manager of the fund.
9
<PAGE> 10
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
FIDELITY ASSET MANAGER(TM). Fidelity Asset Manager(TM) is an asset
allocation fund. It seeks high total return with reduced risk over
the long term by allocating its assets among domestic and foreign
(which involve greater risks) stocks, bonds and short-term and
money market instruments. The fund may gradually shift its assets
among and across these groups, within defined ranges, based on the
current outlook of the various markets. The fund can allocate its
assets within the following investment parameters: 30-70% in
stocks, 20-60% in bonds, and 0-50% in short-term/money market
class. Dividend amounts will vary. Share price, yield and return
will fluctuate. Fidelity Investments is the investment manager of
the fund.
FIDELITY GOVERNMENT SECURITIES FUND. Fidelity Government
Securities Fund is an income fund. It seeks a high level of
current income consistent with preservation of principal. The fund
invests primarily in securities issued by the U.S. government
agencies or instrumentalities. Neither an investment in the fund
nor the market value of government securities is insured or
guaranteed by the U.S. government. The fund limits its investments
to those U.S. government securities and interests in U.S.
government securities whose interest is exempt from state and
local income tax. The fund my shift its maturity in response to
anticipated changes in interest rates. The fund's share price,
yield and return will fluctuate. Fidelity Investments is the
investment manager of the fund.
FIDELITY INTERMEDIATE BOND FUND. Fidelity Intermediate Bond Fund
is an income fund. It seeks a high current income by investing
primarily in investment-grade fixed-income obligations rated Baa
or better by Moody's or BBB or better by Standard & Poor's,
including corporate bonds, mortgage securities, bank obligations
and U.S. government and agency securities. The fund's
dollar-weighted average maturity ranges between 3 and 10 years.
The fund's share price, yield and return will fluctuate. Fidelity
Investments is the investment manager of the fund.
FIDELITY PURITAN(R) FUND. Fidelity Puritan(R) Fund is a growth and
income fund. It seeks a much income as possible, consistent with
preservation of capital, by investing in a broadly diversified
portfolio of domestic and foreign common stocks, preferred stocks
and bonds, including lower-quality high-yield debt securities.
Dividend amounts will vary. The fund's share price and return will
fluctuate. Fidelity Investments is the investment manager of the
fund.
SPARTAN(R) U.S. EQUITY INDEX FUND. Spartan(R) U.S. Equity Index
Fund is a growth and income fund. It seeks investment results that
try to duplicate the composition and total return of the S&P 500.
The fund invests primarily in the 500 companies that make up the
S&P 500 and in other securities that are based on the value of the
Index. The fund's manager focuses on duplicating the performance
and composition of the Index versus a strategy of selecting
attractive stocks. The fund's share price and return will
fluctuate. Fidelity Investments is the investment manager of the
fund.
FIDELITY GROWTH COMPANY FUND. Fidelity Growth Company Fund is a
growth fund. It seeks long-term capital appreciation by investing
primarily in common stocks and securities convertible into common
stocks. It may invest in companies of any size with above-average
growth potential though growth is most often sought in smaller,
less well-known companies in emerging areas of the economy. The
stocks of small companies often involve more risk that those of
larger companies. The fund's share price and return will
fluctuate. Fidelity Investments is the investment manager of the
fund.
10
<PAGE> 11
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
MAS VALUE PORTFOLIO. MAS Value Portfolio Adviser Class is a
value-oriented growth and income mutual fund. It tries to increase
the value of your investment over the long term by investing
mostly in common stocks of large undervalued companies with
potential for growth in stock price. Investments are spread out
across different kinds of companies and industries. Share price
and return will vary. The portfolio is managed by Miller Anderson
& Sherred, LLP and distributed by MAS Fund Distribution, Inc.
FIDELITY OVERSEAS FUND. Fidelity Overseas Fund is an international
growth fund. It seeks long-term capital growth primarily through
investments in foreign securities. These investments may include
common stock and securities convertible into common stock, as well
as debt instruments. Normally, at least 65% of the fund's total
assets will be invested in securities of issuers from at least
three different countries outside of North America. It is
important to remember that foreign investments pose greater risks
and potential rewards than U.S. investments. The risks include
political and economic uncertainties of foreign countries as well
as the risk of currency fluctuations. The fund's share price and
return will fluctuate. Fidelity Investments is the investment
manager of the fund.
JANUS WORLDWIDE FUND. Janus Worldwide Fund is a growth mutual fund
that invests globally. It tries to increase the value of the
buyers investment over the long term through capital growth and
investing primarily in common stocks of foreign and domestic
companies. The fund has the flexibility to invest on a worldwide
basis, in companies and organizations of any size. The fund
normally invests in issuers from at least five different
countries, including the U.S.; however, the fund may at times
invest in fewer that five countries or even a single country.
Share price and return will vary. The fund is managed by Janus
Capital and distributed by Janus Distributors, Inc.
W. R. BERKLEY CORPORATION COMMON STOCK FUND. The 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
short-term liquid investments so as to facilitate exchanges into
and out of the fund and participant distribution and withdrawal
requests. The total number of shares of Common Stock available
under the Plan is two million. The Trustee may purchase Common
Stock for this fund either on the open market or from W. R.
Berkley Corporation. However, any purchases from W. R. Berkley
Corporation are limited to shares of Common Stock which are held
by W. R. Berkley Corporation as treasury stock. Each participant's
proportionate interest in the Common Stock fund will be measured
in units of participation, rather than shares of Common Stock.
These units represent a proportionate interest in all assets of
the fund, which includes Common Stock, short-term investments and
at times receivables for dividends, if any, and stock sold. A net
asset value (NAV) per unit of participation will be determined on
a daily basis. In determining the NAV, the value of the Common
Stock will be based on the 4:00 p.m. closing price of the National
Market System of the National Association of Securities Dealers
Automated Quotation System (NASDAQ) or, if not available, the
latest available price reported by the principal national
securities exchange on which the Common Stock is traded. The NAV
will be adjusted by dividends paid on Common Stock, interest on
short-term investments held in the fund and expenses of the fund.
Plan participants have voting, tender and similar rights with
respect to the equivalent shares of Common Stock credited to their
interest in the Common Stock fund. Because of the non-diversified
nature of this fund, investing in this fund involves a greater
element of risk than the other available funds. Dividends are
reinvested in the fund.
11
<PAGE> 12
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
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 1998, the rate was 8.50% for the
first three quarters and 8.25% for the fourth quarter.
The following description of Fleet investments 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).
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.
12
<PAGE> 13
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 stocks 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.
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).
13
<PAGE> 14
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(2), Continued
FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND CONTINUED
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.
(c) Plan Distributions
Distributions to terminated participants are based upon the
closing price on the date the participant requests the
distribution from Fidelity. Withdrawals to active participants are
based on the date the withdrawals have been approved by the Plan
Administrator and are processed by Fidelity. Prior to July 1,
1997, distributions to terminated participants were made by Fleet
based upon the participant's account balance following the end of
the month in which the participant terminated. Monthly withdrawals
to active participants were based upon the valuation date prior to
the request for withdrawal.
(d) Plan Contributions
The Board of Directors of each participating subsidiary approves
contributions to the Plan. The employer's cash contributions
aggregated $8,522,536, $8,074,640 and $6,747,820, respectively,
for the years ended December 31, 1998, 1997 and 1996,
respectively.
(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).
14
<PAGE> 15
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(5) Investments
Investments as of December 31, 1998 and 1997 consisted of the following:
<TABLE>
<CAPTION>
Fair
Units December 31, 1998 Cost Value
----- ----------------- ---- -----
<S> <C> <C> <C>
970,810 Fidelity Puritan Fund $ 18,770,389 $ 19,484,164
43,169 Fidelity Magellan Fund 4,289,273 5,215,702
715,282 Fidelity Contrafund 34,170,521 40,620,866
84,543 Fidelity Equity Income Fund 4,404,044 4,696,360
62,387 Fidelity Growth Company Fund 2,896,857 3,183,009
622,561 Fidelity Intermediate Bond Fund 6,280,533 6,393,705
576,040 Fidelity Government Securities Fund 5,624,133 5,841,045
132,268 Fidelity Overseas Fund 4,726,926 4,758,994
122,277 Fidelity Asset Manager Fund 2,206,586 2,126,402
27,341 Fidelity Diversified International Fund 471,648 484,475
15,333,361 Fidelity Retirement Money Market Portfolio 15,333,361 15,333,361
397,346 Spartan US Equity Index Fund 13,609,431 17,467,325
71,530 Janus Worldwide Fund 2,991,915 3,387,643
77,424 PIMCO Total Return Administrative Fund 828,327 816,047
123,860 Janus Mercury Fund 2,614,378 2,986,276
51,595 MAS Value Portfolio 923,990 744,514
34,308 PIMCO Low Duration Administrative Fund 349,120 348,914
857,419 W.R. Berkley Common Stock Fund 8,518,569 8,934,307
------------ ------------
Subtotal 129,010,001 142,823,109
745 Participant Loan Fund 3,723,453 3,723,453
------------ ------------
Total $132,733,454 $146,546,562
============ ============
</TABLE>
15
<PAGE> 16
W.R. Berkley Corporation Profit Sharing Plan
Notes to Financial Statements, Continued
(6), Continued
<TABLE>
<CAPTION>
Fair
Units December 31, 1997 Cost Value
----- ----------------- ---- -----
<S> <C> <C> <C>
854,971 Fidelity Puritan Fund $ 16,525,715 $ 16,569,346
29,229 Fidelity Magellan Fund 2,738,063 2,784,665
695,316 Fidelity Contrafund 32,176,844 32,422,568
67,853 Fidelity Equity Income Fund 3,422,706 3,556,144
65,550 Fidelity Growth Company Fund 3,007,237 2,839,622
509,808 Fidelity Intermediate Bond Fund 5,113,122 5,184,752
454,127 Fidelity Government Securities Fund 4,370,662 4,500,402
142,218 Fidelity Overseas Fund 5,065,141 4,627,785
97,734 Fidelity Asset Manager Fund 1,772,234 1,793,427
12,073 Fidelity Diversified International Fund 203,124 194,733
14,070,408 Fidelity Retirement Money Market Portfolio 14,070,408 14,070,408
354,699 Spartan US Equity Index Fund 11,535,338 12,407,362
48,657 Janus Worldwide Fund 1,968,973 1,838,254
29,379 PIMCO Total Return Administrative Fund 314,179 311,417
18,378 Janus Mercury Fund 335,345 303,236
38,759 MAS Value Portfolio 755,911 693,005
8,964 PIMCO Low Duration Administrative Fund 91,306 91,339
592,841 W.R. Berkley Common Stock Fund 5,387,683 7,908,496
------------ ------------
Subtotal 108,853,991 112,096,961
577 Participant Loan Fund 3,056,556 3,056,556
------------ ------------
Total $111,910,547 $115,153,517
============ ============
</TABLE>
16
<PAGE> 17
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, 1998, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Fidelity Puritan Fund $ 670,144 $ 43,631 $ --
Fidelity Magellan Fund 879,827 46,602 --
Fidelity Contrafund 6,204,621 245,724 --
Fidelity Equity Income Fund 158,878 133,438 --
Fidelity Growth Company Fund 453,767 (167,615) --
Fidelity Intermediate Bond Fund 41,542 71,630 --
Fidelity Government Securities Fund 87,172 129,740 --
Fidelity Overseas Fund 469,424 (437,356) --
Fidelity Asset Manager Fund (101,377) 21,193 --
Fidelity Diversified International Fund 21,218 (8,391) --
Spartan US Equity Index Fund 2,985,870 872,024 --
Janus Worldwide Fund 526,447 (130,719) --
PIMCO Total Return Administrative Fund (9,518) (2,762) --
Janus Mercury Fund 404,007 (32,109) --
MAS Value Portfolio (116,570) (62,906) --
PIMCO Low Duration Administrative Fund (239) 33 --
W.R. Berkley Corporation Common Stock Fund (2,105,075) 1,559,017 (244,930)
Galaxy Large Company Index Fund -- (891,403) 1,003,892
Fidelity Advisor Intermediate Bond Fund -- 64,696 (167,050)
Fidelity Advisor Growth Opportunities Fund -- (4,101,843) 1,964,457
Fidelity Advisor Income and Growth Fund -- (911,018) 473,661
Fidelity Advisor Overseas Fund -- (316,201) 193,331
Fidelity Advisor Government Investment Fund -- 1,581 (179,330)
------------ ------------ ------------
Total change in unrealized appreciation (depreciation) 10,570,138 (3,873,014) 3,044,031
============ ============ ============
Total realized gains 1,376,862 14,871,386 800,563
------------ ------------ ------------
Net appreciation (depreciation) in fair value of investments $ 11,947,000 $ 10,998,372 $ 3,844,594
============ ============ ============
</TABLE>
A summary of 5% reportable transactions for 1998, (Item 27d - Schedule
of Reportable Transactions) is as follows:
<TABLE>
<CAPTION>
Fund Total Total Realized Number of Number of
Purchases Sales Gain Purchases Sales
--------- ----- ---- --------- -----
<S> <C> <C> <C> <C> <C>
W.R. Berkley Common Stock Fund $ 6,632,725 $ 3,692,081 $ 190,241 242 202
Fidelity Puritan Fund $ 5,948,279 $ 3,775,450 $ 71,846 247 224
Fidelity Contrafund $ 8,566,617 $ 7,167,283 $ 594,343 250 230
Fidelity Retirement Money Market Portfolio $10,555,152 $ 9,292,199 $ -- 248 226
Spartan US Equity Index Fund $ 5,952,715 $ 4,240,746 $ 362,123 241 204
</TABLE>
17
<PAGE> 18
W. R. Berkley Corporation Profit Sharing Plan
December 31, 1998
Schedule II - Fund Information for the Statement of Net Assets Available for
Plan Participants
<TABLE>
<CAPTION>
Fidelity Fidelity
Account Fidelity Fidelity Equity Growth
Puritan Magellan Fidelity Income Company
Fund Fund Contrafund Fund Fund
---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 19,484,164 $ 5,215,702 $ 40,620,866 $ 4,696,360 $ 3,183,009
Employer contributions receivable 1,012,898 452,277 1,813,293 372,075 273,456
Employee contributions receivable 8,193 3,727 16,836 3,293 2,384
Participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net assets available for plan participants $ 20,505,255 $ 5,671,706 $ 42,450,995 $ 5,071,728 $ 3,458,849
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity Fidelity
Account Intermediate Government Fidelity Asset Diversified
Bond Securities Overseas Manager International
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 6,393,705 $ 5,841,045 $ 4,758,994 $ 2,126,402 $ 484,475
Employer contributions receivable 377,736 328,134 297,920 113,572 59,799
Employee contributions receivable 2,535 2,136 2,894 826 636
Participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net assets available for plan participants $ 6,773,976 $ 6,171,315 $ 5,059,808 $ 2,240,800 $ 544,910
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fidelity Spartan PIMCO Total
Account Retirement US Equity Janus Return Janus
Money Mkt Index Worldwide Administrative Mercury
Portfolio Fund Fund Fund Fund
--------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 15,333,361 $ 17,467,325 $ 3,387,643 $ 816,047 $ 2,986,276
Employer contributions receivable 1,066,212 936,426 281,370 53,355 308,426
Employee contributions receivable 3,462 10,710 3,320 253 3,867
Participant loans -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net assets available for plan participants $ 16,403,035 $ 18,414,461 $ 3,672,333 $ 869,655 $ 3,298,569
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
PIMCO
Account MAS Low Duration W. R. Berkley Participant
Value Administrative Common Stock Loan
Portfolio Fund Fund Fund Total
--------- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 744,514 $ 348,914 $ 8,934,307 $ -- $142,823,109
Employer contributions receivable 61,137 20,966 694,523 -- 8,523,575
Employee contributions receivable 836 384 9,857 -- 76,149
Participant loans -- -- -- 3,723,453 3,723,453
------------ ------------ ------------ ------------ ------------
Net assets available for plan participants $ 806,487 $ 370,264 $ 9,638,687 $ 3,723,453 $155,146,286
============ ============ ============ ============ ============
</TABLE>
For 1998 all investment elections were made by the participants
18
<PAGE> 19
W. R. Berkley Corporation Profit Sharing Plan
December 31, 1997
Schedule II - Fund Information for the Statement of Net Assets Available for
Plan Participants
<TABLE>
<CAPTION>
Fidelity Fidelity
Account Fidelity Fidelity Equity Growth
Puritan Magellan Fidelity Income Company
Fund Fund Contrafund Fund Fund
---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 16,569,346 $ 2,784,665 $ 32,422,568 $ 3,556,144 $ 2,839,622
Employer contributions receivable 1,091,345 232,150 2,073,891 284,170 213,045
Employee contributions receivable 1,181 1,364 2,133 1,279 1,681
Participant loans - - - - -
------------ ----------- ------------ ----------- -----------
Net assets available for plan participants $ 17,661,872 $ 3,018,179 $ 34,498,592 $ 3,841,593 $ 3,054,348
============ =========== ============ =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity Fidelity
Account Intermediate Government Fidelity Asset Diversified
Bond Securities Overseas Manager International
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 5,184,752 $ 4,500,402 $ 4,627,785 $ 1,793,427 $ 194,733
Employer contributions receivable 405,785 306,189 382,463 98,080 41,935
Employee contributions receivable 1,042 176 475 687 1,250
Participant loans - - - - -
----------- ----------- ----------- ----------- ---------
Net assets available for plan participants $ 5,591,579 $ 4,806,767 $ 5,010,723 $ 1,892,194 $ 237,918
=========== =========== =========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
Fidelity Spartan PIMCO Total
Account Retirement US Equity Janus Return Janus
Money Mkt Index Worldwide Administrative Mercury
Portfolio Fund Fund Fund Fund
--------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 14,070,408 $ 12,407,362 $ 1,838,254 $ 311,417 $ 303,236
Employer contributions receivable 1,129,327 844,815 148,103 25,074 32,005
Employee contributions receivable 1,808 1,094 1,153 62 436
Participant loans - - - - -
------------ ------------ ----------- --------- ---------
Net assets available for plan participants $ 15,201,543 $ 13,253,271 $ 1,987,510 $ 336,553 $ 335,677
============ ============ =========== ========= =========
</TABLE>
<TABLE>
<CAPTION>
PIMCO
Account MAS Low Duration W. R. Berkley Participant
Value Administrative Common Stock Loan
Portfolio Fund Fund Fund Total
--------- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Assets:
Investments $ 693,005 $91,339 $ 7,908,496 $ - $ 112,096,961
Employer contributions receivable 51,720 5,328 709,215 - 8,074,640
Employee contributions receivable 218 - 975 - 17,014
Participant loans - - - 3,056,556 3,056,556
---------- ------- ------------ ----------- -------------
Net assets available for plan participants $ 744,943 $96,667 $ 8,618,686 $ 3,056,556 $ 123,245,171
========== ======= ============ =========== =============
</TABLE>
For 1997 all investment elections were made by the participants.
19
<PAGE> 20
W. R. Berkley Corporation Profit Sharing Plan
December 31, 1998
Schedule III - Fund Information for the Statement of Net Assets Available for
Plan Participants
<TABLE>
<CAPTION>
Fidelity Fidelity
Fidelity Fidelity Equity Growth
Puritan Magellan Fidelity Income Company
Fund Fund Contrafund Fund Fund
---- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
Net assets available as of 1/1/98 $ 17,661,872 $ 3,018,179 $34,498,592 $ 3,841,593 $ 3,054,348
------------ ----------- ----------- ----------- -----------
Additions:
Employer contribution 1,012,631 452,277 1,813,043 372,075 273,456
Employee contribution 1,043,681 454,378 1,991,168 479,857 356,755
Rollover and reinstatement contributions 160,369 232,409 116,437 296,451 130,178
Interest and dividend income 2,002,715 233,133 3,000,397 265,600 224,210
Loan interest 33,325 12,004 78,016 8,827 7,510
Net appreciation (depreciation) in fair value 741,990 917,638 6,798,964 230,200 513,943
Other income (expense) (3,059) (860) (6,296) (479) (286)
------------ ----------- ----------- ----------- -----------
Total additions 4,991,652 2,300,979 13,791,729 1,652,531 1,505,766
------------ ----------- ----------- ----------- -----------
Deductions:
Payments to participants (1,169,664) (325,481) (2,209,441) (132,123) (253,290)
Loans:
Loan issuances (261,391) (112,741) (562,978) (77,769) (43,558)
Loan repayments 152,234 41,466 314,170 39,870 22,771
------------ ----------- ----------- ----------- -----------
Net loans (109,157) (71,275) (248,808) (37,899) (20,787)
------------ ----------- ----------- ----------- -----------
Total deductions (1,278,821) (396,756) (2,458,249) (170,022) (274,077)
------------ ----------- ----------- ----------- -----------
Transfers between funds (869,448) 749,304 (3,381,077) (252,374) (827,188)
------------ ----------- ----------- ----------- -----------
Net increase (decrease) 2,843,383 2,653,527 7,952,403 1,230,135 404,501
Net assets available as of 12/31/98 $ 20,505,255 $ 5,671,706 $42,450,995 $ 5,071,728 $ 3,458,849
------------ ----------- ----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity Fidelity
Intermediate Government Fidelity Asset Diversified
Bond Securities Overseas Manager International
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net assets available as of 1/1/98 $ 5,591,579 $ 4,806,767 $ 5,010,723 $ 1,892,194 $ 237,918
----------- ----------- ----------- ----------- ---------
Additions:
Employer contribution 377,189 328,134 297,921 113,572 59,799
Employee contribution 371,308 276,301 358,199 130,980 88,132
Rollover and reinstatement contributions 124,958 85,805 30,872 79,019 41,560
Interest and dividend income 352,341 308,835 92,646 381,358 18,204
Loan interest 10,914 13,088 11,326 4,479 1,051
Net appreciation (depreciation) in fair value 57,844 111,841 451,204 (92,617) 22,356
Other income (expense) (778) (931) (794) (139) (71)
----------- ----------- ----------- ----------- ---------
Total additions 1,293,776 1,123,073 1,241,374 616,652 231,031
----------- ----------- ----------- ----------- ---------
Deductions:
Payments to participants (351,174) (222,888) (398,146) (157,290) (6,927)
Loans:
Loan issuances (55,251) (71,384) (61,851) (23,691) (8,045)
Loan repayments 45,771 51,972 50,503 9,547 8,695
----------- ----------- ----------- ----------- ---------
Net loans (9,480) (19,412) (11,348) (14,144) 650
----------- ----------- ----------- ----------- ---------
Total deductions (360,654) (242,300) (409,494) (171,434) (6,277)
----------- ----------- ----------- ----------- ---------
Transfers between funds 249,275 483,775 (782,795) (96,612) 82,238
----------- ----------- ----------- ----------- ---------
Net increase (decrease) 1,182,397 1,364,548 49,085 348,606 306,992
Net assets available as of 12/31/98 $ 6,773,976 $ 6,171,315 $ 5,059,808 $ 2,240,800 $ 544,910
----------- ----------- ----------- ----------- ---------
</TABLE>
<TABLE>
<CAPTION>
Fidelity Spartan PIMCO Total
Retirement US Equity Janus Return Janus
Money Mkt Index Worldwide Administrative Mercury
Fund Fund Fund Fund Fund
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net assets available as of 1/1/98 $15,201,543 $13,253,271 $ 1,987,510 $ 336,553 $ 335,677
----------- ----------- ----------- --------- ----------
Additions:
Employer contribution 1,066,236 936,426 281,370 53,355 308,426
Employee contribution 747,676 1,088,071 366,687 48,849 188,420
Rollover and reinstatement contributions 216,663 384,122 164,118 42,104 249,966
Interest and dividend income 768,051 334,987 13,586 62,320 227,405
Loan interest 33,399 25,009 4,548 216 1,787
Net appreciation (depreciation) in fair value -- 3,347,993 512,381 (9,779) 416,966
Other income (expense) (3,079) (2,255) (290) (29) (275)
----------- ----------- ----------- --------- ----------
Total additions 2,828,946 6,114,353 1,342,400 197,036 1,392,695
----------- ----------- ----------- --------- ----------
Deductions:
Payments to participants (1,641,216) (754,768) (90,502) (397) (62,296)
Loans:
Loan issuances (245,873) (213,727) (38,214) (10,242) (34,384)
Loan repayments 138,810 103,337 18,965 584 7,133
----------- ----------- ----------- --------- ----------
Net loans (107,063) (110,390) (19,249) (9,658) (27,251)
----------- ----------- ----------- --------- ----------
Total deductions (1,748,279) (865,158) (109,751) (10,055) (89,547)
----------- ----------- ----------- --------- ----------
Transfers between funds 120,825 (88,005) 452,174 346,121 1,659,744
----------- ----------- ----------- --------- ----------
Net increase (decrease) 1,201,492 5,161,190 1,684,823 533,102 2,962,892
Net assets available as of 12/31//98 $16,403,035 $18,414,461 $ 3,672,333 $ 869,655 $3,298,569
----------- ----------- ----------- --------- -----------
</TABLE>
<TABLE>
<CAPTION>
MAS PIMCO
Value Low Duration W. R. Berkley Participant
Portfolio Administrative Common Stock Loan
Fund Fund Fund Fund Total
---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Net assets available as of 1/1/98 $ 744,943 $ 96,667 $ 8,618,686 $ 3,056,556 $123,245,171
--------- --------- ----------- ----------- ------------
Additions:
Employer contribution 61,137 20,966 694,523 -- 8,522,536
Employee contribution 95,958 22,055 700,764 -- 8,809,239
Rollover and reinstatement contributions 44,170 36,881 105,919 -- 2,542,001
Interest and dividend income 126,824 14,123 72 -- 8,426,807
Loan interest 914 357 22,810 -- 269,580
Net appreciation (depreciation) in fair value (161,196) 2,106 (1,914,834) -- 11,947,000
Other income (expense) (61) (16) (2,092) -- (21,790)
--------- --------- ----------- ----------- ------------
Total additions 167,746 96,472 (392,838) -- 40,495,373
--------- --------- ----------- ----------- ------------
Deductions:
Payments to participants (16,380) (16,779) (571,127) (214,369) (8,594,258)
Loans:
Loan issuances (10,813) (1,262) (152,548) 1,985,722 --
Loan repayments 3,625 1,463 93,540 (1,104,456) --
--------- --------- ----------- ----------- ------------
Net loans (7,188) 201 (59,008) 881,266 --
--------- --------- ----------- ----------- ------------
Total deductions (23,568) (16,578) (630,135) 666,897 (8,594,258)
--------- --------- ----------- ----------- ------------
Transfers between funds (82,634) 193,703 2,042,974 -- --
--------- --------- ----------- ----------- ------------
Net increase (decrease) 61,544 273,597 1,020,001 666,897 31,901,115
Net assets available as of 12/31//98 $ 806,487 $ 370,264 $ 9,638,687 $ 3,723,453 $155,146,286
--------- --------- ----------- ----------- ------------
</TABLE>
20
<PAGE> 21
W. R. Berkley Corporation Profit Sharing Plan
For the year ended December 31, 1997
Schedule III - Fund Information for the Statement of Changes in Net Assets
Available for Plan Participants
<TABLE>
<CAPTION>
Galaxy Fidelity Fidelity
Money Galaxy Large Advisor Advisor Growth
WRBC Market Company Intermediate Opportunities
Fund Fund Index Fund Bond Fund Fund
---- ---- ---------- --------- ----
<S> <C> <C> <C> <C> <C>
Net assets available as of 1/1/97 $ 9,048 $ 12,474,123 $ 9,074,133 $ 4,888,139 $ 27,220,586
------------ ------------ ------------ ------------ ------------
Additions:
Employer contribution -- 4,448 (187) -- (124)
Employee contribution -- 292,943 376,628 158,480 1,017,881
Rollover and reinstatement contributions -- 46,983 164,414 36,334 259,726
Dividend income -- -- -- -- --
Interest income 150 301,569 -- 143,509 --
Loan Interest -- 11,966 6,983 4,553 23,684
Net appreciation (depreciation) in fair value -- -- 1,864,115 (31,729) 3,908,718
Signet Star asset transfer to Plan -- -- -- -- --
Other income (expense) 1,241 (10,021) (29,580) (29,119) 2,866
------------ ------------ ------------ ------------ ------------
Total additions 1,391 647,888 2,382,373 282,028 5,212,751
------------ ------------ ------------ ------------ ------------
Deductions:
Payment to participants -- (525,395) (313,149) (123,869) (658,340)
Loans:
Loan issuances -- (100,980) (88,196) (48,168) (354,454)
Loan repayments -- 35,547 31,470 14,582 87,298
------------ ------------ ------------ ------------ ------------
Net loans -- (65,433) (56,726) (33,586) (267,156)
------------ ------------ ------------ ------------ ------------
Total deductions -- (590,828) (369,875) (157,455) (925,496)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) prior to interfund transfers 1,391 57,060 2,012,498 124,573 4,287,255
------------ ------------ ------------ ------------ ------------
Transfers between funds (10,439) (12,531,183) (11,086,631) (5,012,712) (31,507,841)
------------ ------------ ------------ ------------ ------------
Net increase (decrease) (9,048) (12,474,123) (9,074,133) (4,888,139) (27,220,586)
------------ ------------ ------------ ------------ ------------
Net assets available as of 12/31/97 $ -- $ -- $ -- $ -- $ --
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Advisor Income Advisor Advisor Fidelity
& Growth Overseas Government Puritan
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net assets available as of 1/1/97 $ 13,683,577 $ 4,793,378 $ 4,727,430 $ --
------------ ------------ ------------ ------------
Additions:
Employer contribution 1 (104) -- 1,091,345
Employee contribution 447,425 194,340 129,364 586,435
Rollover and reinstatement contributions 183,719 34,260 19,985 112,677
Dividend income 222,854 -- -- 1,077,958
Interest income -- -- 125,297 457
Loan Interest 12,568 3,983 3,978 17,019
Net appreciation (depreciation) in fair value 1,686,796 771,670 (31,105) 54,344
Signet Star asset transfer to Plan -- -- -- 174
Other income (expense) (29,065) (30,242) (29,699) (1,557)
------------ ------------ ------------ ------------
Total additions 2,524,298 973,907 217,820 2,938,852
------------ ------------ ------------ ------------
Deductions:
Payment to participants (305,103) (76,989) (272,707) (171,622)
Loans:
Loan issuances (189,805) (38,905) (37,086) (118,735)
Loan repayments 46,307 15,360 15,246 66,740
------------ ------------ ------------ ------------
Net loans (143,498) (23,545) (21,840) (51,995)
------------ ------------ ------------ ------------
Total deductions (448,601) (100,534) (294,547) (223,617)
------------ ------------ ------------ ------------
Net increase (decrease) prior to interfund transfers 2,075,697 873,373 (76,727) 2,715,235
------------ ------------ ------------ ------------
Transfers between funds (15,759,274) (5,666,751) (4,650,703) 14,946,637
------------ ------------ ------------ ------------
Net increase (decrease) (13,683,577) (4,793,378) (4,727,430) 17,661,872
------------ ------------ ------------ ------------
Net assets available as of 12/31/97 $ -- $ -- $ -- $ 17,661,872
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity
Fidelity Equity Growth
Magellan Fidelity Income Company
Fund Contrafund Fund Fund
---- ---------- ---- ----
<S> <C> <C> <C> <C>
Net assets available as of 1/1/97 $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Additions:
Employer contribution 232,150 2,073,891 284,170 213,045
Employee contribution 99,129 1,254,965 116,227 127,603
Rollover and reinstatement contributions 84,509 95,917 133,618 47,585
Dividend income 113,823 2,666,339 126,648 265,410
Interest income 2 988 2 1
Loan Interest 3,252 37,210 2,865 2,726
Net appreciation (depreciation) in fair value 50,981 483,975 143,469 (160,275)
Signet Star asset transfer to Plan 1,564,751 223 1,982,039 2,044,690
Other income (expense) 583 (5,192) 426 816
------------ ------------ ------------ ------------
Total additions 2,149,180 6,608,316 2,789,464 2,541,601
------------ ------------ ------------ ------------
Deductions:
Payment to participants (9,028) (437,576) (22,917) (14,925)
Loans:
Loan issuances (37,017) (360,732) (31,724) (13,507)
Loan repayments 7,883 130,943 7,497 5,178
------------ ------------ ------------ ------------
Net loans (29,134) (229,789) (24,227) (8,329)
------------ ------------ ------------ ------------
Total deductions (38,162) (667,365) (47,144) (23,254)
------------ ------------ ------------ ------------
Net increase (decrease) prior to interfund transfers 2,111,018 5,940,951 2,742,320 2,518,347
------------ ------------ ------------ ------------
Transfers between funds 907,161 28,557,641 1,099,273 536,001
------------ ------------ ------------ ------------
Net increase (decrease) 3,018,179 34,498,592 3,841,593 3,054,348
------------ ------------ ------------ ------------
Net assets available as of 12/31/97 $ 3,018,179 $ 34,498,592 $ 3,841,593 $ 3,054,348
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Fidelity
Intermediate Government Fidelity Asset
Bond Securities Overseas Manager
Fund Fund Fund Fund
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net assets available as of 1/1/97 $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Additions:
Employer contribution 405,785 306,189 382,463 98,080
Employee contribution 214,821 148,081 249,487 49,435
Rollover and reinstatement contributions 24,342 73,643 12,906 46,897
Dividend income 173,011 130,632 232,849 130,306
Interest income 157 116 197 1
Loan Interest 6,019 5,599 5,501 1,491
Net appreciation (depreciation) in fair value 79,428 133,957 (471,425) 26,178
Signet Star asset transfer to Plan 819,852 -- 124 1,555,121
Other income (expense) (495) (665) (575) (372)
------------ ------------ ------------ ------------
Total additions 1,722,920 797,552 411,527 1,907,137
------------ ------------ ------------ ------------
Deductions:
Payment to participants (108,480) (32,539) (87,417) (859)
Loans:
Loan issuances (43,489) (62,106) (58,570) (6,888)
Loan repayments 22,035 19,192 22,225 2,982
------------ ------------ ------------ ------------
Net loans (21,454) (42,914) (36,345) (3,906)
------------ ------------ ------------ ------------
Total deductions (129,934) (75,453) (123,762) (4,765)
------------ ------------ ------------ ------------
Net increase (decrease) prior to interfund transfers 1,592,986 722,099 287,765 1,902,372
------------ ------------ ------------ ------------
Transfers between funds 3,998,593 4,084,668 4,722,958 (10,178)
------------ ------------ ------------ ------------
Net increase (decrease) 5,591,579 4,806,767 5,010,723 1,892,194
------------ ------------ ------------ ------------
Net assets available as of 12/31/97 $ 5,591,579 $ 4,806,767 $ 5,010,723 $ 1,892,194
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fidelity Fidelity Spartan
Diversified Retirement US Equity Janus
International Money Mkt Index Worldwide
Fund Portfolio Fund Fund
---- --------- ---- ----
<S> <C> <C> <C> <C>
Net assets available as of 1/1/97 $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Additions:
Employer contribution 41,935 1,129,327 844,815 148,103
Employee contribution 29,706 418,771 515,313 82,929
Rollover and reinstatement contributions 10,176 155,350 146,964 60,801
Dividend income 7,070 397,039 147,324 120,974
Interest income 1 (2,371) 371 --
Loan Interest 455 16,543 10,777 805
Net appreciation (depreciation) in fair value (8,692) -- 919,716 (132,487)
Signet Star asset transfer to Plan 106,761 539,592 -- --
Other income (expense) (722) (2,002) (1,506) (102)
------------ ------------ ------------ ------------
Total additions 186,690 2,652,249 2,583,774 281,023
------------ ------------ ------------ ------------
Deductions:
Payment to participants (5,797) (521,787) (315,341) (5,536)
Loans:
Loan issuances -- (138,503) (98,330) (13,370)
Loan repayments 1,314 52,808 37,814 3,209
------------ ------------ ------------ ------------
Net loans 1,314 (85,695) (60,516) (10,161)
------------ ------------ ------------ ------------
Total deductions (4,483) (607,482) (375,857) (15,697)
------------ ------------ ------------ ------------
Net increase (decrease) prior to interfund transfers 182,207 2,044,767 2,207,917 265,326
------------ ------------ ------------ ------------
Transfers between funds 55,711 13,156,776 11,045,354 1,722,184
------------ ------------ ------------ ------------
Net increase (decrease) 237,918 15,201,543 13,253,271 1,987,510
------------ ------------ ------------ ------------
Net assets available as of 12/31/97 $ 237,918 $ 15,201,543 $ 13,253,271 $ 1,987,510
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
PIMCO Total PIMCO
Return Janus MAS Low Duration
Administrative Mercury Value Administrative
Fund Fund Portfolio Fund
---- ---- --------- ----
<S> <C> <C> <C> <C>
Net assets available as of 1/1/97 $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
Additions:
Employer contribution 25,074 32,005 51,720 5,328
Employee contribution 5,862 16,951 17,887 2,541
Rollover and reinstatement contributions 1,641 35,763 10,582 36,785
Dividend income 12,212 30,762 63,077 1,990
Interest income -- -- -- --
Loan Interest 44 125 141 50
Net appreciation (depreciation) in fair value (2,444) (30,340) (62,464) 102
Signet Star asset transfer to Plan -- -- -- --
Other income (expense) (7) (24) (19) (14)
------------ ------------ ------------ ------------
Total additions 42,382 85,242 80,924 46,782
------------ ------------ ------------ ------------
Deductions:
Payment to participants -- (59) -- --
Loans:
Loan issuances (1,954) (1,693) (732) (3,820)
Loan repayments 109 546 380 183
------------ ------------ ------------ ------------
Net loans (1,845) (1,147) (352) (3,637)
------------ ------------ ------------ ------------
Total deductions (1,845) (1,206) (352) (3,637)
------------ ------------ ------------ ------------
Net increase (decrease) prior to interfund transfers 40,537 84,036 80,572 43,145
------------ ------------ ------------ ------------
Transfers between funds 296,016 251,641 664,371 53,522
------------ ------------ ------------ ------------
Net increase (decrease) 336,553 335,677 744,943 96,667
------------ ------------ ------------ ------------
Net assets available as of 12/31/97 $ 336,553 $ 335,677 $ 744,943 $ 96,667
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
W. R. Berkley Participant
Common Stock Loan
Fund Fund Total
---- ---- -----
<S> <C> <C> <C>
Net assets available as of 1/1/97 $ 5,639,544 $ 1,718,271 $ 84,228,229
------------ ------------ ------------
Additions:
Employer contribution 709,215 -- 8,078,674
Employee contribution 565,518 -- 7,118,722
Rollover and reinstatement contributions 211,404 -- 2,046,981
Dividend income 34,017 -- 5,954,295
Interest income 1,920 -- 572,367
Loan Interest 17,970 -- 196,307
Net appreciation (depreciation) in fair value 1,805,884 -- 10,998,372
Signet Star asset transfer to Plan 173 184,889 8,798,389
Other income (expense) (83,427) -- (248,473)
------------ ------------ ------------
Total additions 3,262,674 184,889 43,515,634
------------ ------------ ------------
Deductions:
Payment to participants (291,059) (198,198) (4,498,692)
Loans:
Loan issuances (190,508) 2,039,272 --
Loan repayments 60,830 (687,678) --
------------ ------------ ------------
Net loans (129,678) 1,351,594 --
------------ ------------ ------------
Total deductions (420,737) 1,153,396 (4,498,692)
------------ ------------ ------------
Net increase (decrease) prior to interfund transfers 2,841,937 1,338,285 39,016,942
------------ ------------ ------------
Transfers between funds 137,205 -- --
------------ ------------ ------------
Net increase (decrease) 2,979,142 1,338,285 39,016,942
------------ ------------ ------------
Net assets available as of 12/31/97 $ 8,618,686 $ 3,056,556 $123,245,171
============ ============ ============
</TABLE>
For 1997 all investment elections were made by the participants.
21
<PAGE> 22
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 WILLIAM R. BERKLEY
-----------------------------
William R. Berkley
Chairman of the Board and
Chief Executive Officer
June 20, 1999
22
<PAGE> 23
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 9, 1999,
relating to the statements of net assets available for plan participants of the
W.R. Berkley Corporation Profit Sharing Plan as of December 31, 1998 and 1997,
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,
1998, and all related schedules, which report appears in the December 31, 1998
annual report on Form 11-K of the Plan.
KPMG LLP
New York, New York
June 21, 1999
