<PAGE>
FORM 1OK/A
-------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. ___4___
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for 1993 on form 10-
K as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions amended.)
FORM 11-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
--------------------------------------
(Registrant)
Date: June 30, 1994 By __________________________________
(Signature)
P.D. Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: 13
<PAGE>
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
For The Fiscal Year Ended December 31, 1993
-------------
GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN
-------------
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
<PAGE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
_______________
Index to Financial Statements
_______________________________________________________________________________
Page No.
--------
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1993 and 1992 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1993 and 1992 3
Notes to Financial Statements 4 - 9
Supplemental Schedules Exhibit I
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
-----------------------------------
To the Administrative Committee of
Great West Casualty Company Profit Sharing Plan
South Sioux City, Nebraska
We have audited the accompanying statements of net assets available for benefits
of Great West Casualty Company Profit Sharing Plan as of December 31, 1993 and
1992, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1993. 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.
Except as explained in the following paragraph, 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.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Connecticut General Life
Insurance Company, the funding agent of the plan, and transactions in those
assets were excluded from the scope of our audit of the Plan's 1992 financial
statements, except for comparing the information provided by the funding agent,
which is summarized in Note 5, with related information included in the
financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not express an opinion on the Plan's financial statements as
of December 31, 1992. The form and content of the information included in the
1992 financial statements, other than that derived from the information
certified by the funding agent, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employees Retirement Income and Security Act
of 1974.
In our opinion, the financial statements, referred to above, of Great West
Casualty Company Profit Sharing Plan as of December 31, 1993, and for the year
then ended present fairly, in all material respects, the financial status of
Great West Casualty Company Profit Sharing Plan as of December 31, 1993, and the
changes in its financial status for the year then ended in conformity with
changes in its financial status for the year then ended in conformity with
generally accepted accounting principles.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1993, was made for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules located on
page seven 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 and Security Act
of 1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended December 31, 1993, and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND
700 Cornhusker Plaza
Lincoln, Nebraska
April 29, 1994
<PAGE>
<TABLE>
2
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1993 and 1992
_______________________________________________________________________________
<CAPTION>
December 31,
-------------------------
1993 1992
------------ ------------
ASSETS
<S> <C> <C>
Investments, at contract value....................... $13,406,563 $11,715,224
------------ ------------
LIABILITIES
Benefits payable to participants..................... 0 3,699
------------ ------------
Net assets available for benefits (Note 5)..... $13,406,563 $11,711,525
============ ============
</TABLE>
See accompanying Notes to Financial Statements
<PAGE>
<TABLE>
3
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 1993 and 1992
_______________________________________________________________________________
<CAPTION>
Years Ended December 31,
-------------------------
1993 1992
------------ ------------
<S> <C> <C>
Additions to net assets attributable to:
Contributions:
Employer............................................ $1,170,513 $1,085,239
Employee............................................ 80,224 182,924
------------ ------------
1,250,737 1,268,163
------------ ------------
Investment Income:
Interest............................................ 675,929 810,397
Net appreciation in contract
value of investments............................... 117,799 35,065
------------ ------------
793,728 845,462
------------ ------------
Total additions ................................... 2,044,465 2,113,625
Deductions from net assets attributed to:
Benefits paid to participants, including
$26,676 and $104,696 of employee
contributions withdrawn in 1993 and 1992,
respectively (Note 5)............................... 349,427 1,262,597
------------ ------------
Net increase...................................... 1,695,038 851,028
Net assets available for benefits:
Beginning of year.................................. 11,711,525 10,860,497
------------ ------------
End of year........................................ $13,406,563 $11,711,525
============ ============
</TABLE>
See accompanying Notes to Financial Statements
<PAGE>
4
NOTES TO FINANCIAL STATEMENTS
______________________________________________________________________________
NOTE 1 - DESCRIPTION OF PLAN
The following brief description of the Great West Casualty Company (Company)
Profit Sharing Plan (Plan) is provided for general information purposes only.
Participants should refer to the Plan agreement for a more complete description.
(a) General
The Plan is a defined contribution profit-sharing plan sponsored by Great West
Casualty Company, covering all eligible employees of that Company as well as its
affiliates, Joe Morten & Son, Inc., Midwest Insurance, Inc., Motor-Ways, Inc.,
Truckmen Underwriters Agency, Inc. and National Adjustment Company. It is
subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
(b) Contributions and Participants Accounts
The employer's contribution to the Plan for each plan year is limited to the
maximum amount allowed for tax purposes. Contributions are at the discretion of
the Board of Directors.
Participants in the Plan may contribute annually or on a cumulative basis up to
10% of their compensation received while a participant. Total accumulated
participant contributions, including earnings thereon, were $825,383 and
$750,325 at December 31, 1993 and 1992, respectively. Total annual additions
per participant account during a plan year by the employer and the employee
shall not exceed the lesser of $30,000 or 25% of the participant's compensation
for such year. The term "annual addition" for any plan year means the sum of the
employer contributions, participants voluntary contributions and remainders
credited to a participant's accounts under any such plans for that year.
(c) Eligibility and Vesting
Under the terms of the Plan, an employee shall become eligible for inclusion in
the Plan upon reaching the age 21 with completion of 1,000 hours of service
during the twelve month period beginning with date of hire. Minimum age for
vesting service is 18 years of age.
Benefits upon termination of employment are limited to the participant's
contributions plus 10% of all other assets accumulated in their profit-sharing
account for each full year of participation not to exceed 100%. However, no
benefits are vested until an employee has completed four years of service.
(d) Payment of Benefits
On termination of service, a participant may elect to receive either a lump-sum
payment or purchase of a single premium life annuity contract. Net assets at
December 31, 1993, include funds totaling $131,071 which represent the account
balance of a retired participant who has elected to leave the funds in the plan
upon retirement.
<PAGE>
5
NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________
NOTE 1 - DESCRIPTION OF PLAN, Continued
(e) Forfeitures
All forfeitures are segregated until the employee has attained a five year
break-in-service. At that time forfeitures are allocated pro-rata to each
participant account according to their respective earnings for that year. There
were unallocated assets of $164,824 and $148,558 at December 31, 1993 and 1992,
respectively.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The plan presents in the statement of changes in net assets the net appreciation
(depreciation) in the contract value of its investments which consists of the
realized gains and losses and the unrealized appreciation (depreciation) on
those investments. Benefits are recorded when paid.
(b) Investments
The plan entered into an immediate participation guarantee contract with
Connecticut General Life Insurance Company (Connecticut General). Connecticut
General maintains a.) an employer contribution account b.) a voluntary savings
account and c.) a rollover contribution account for each participant. As
directed by the plan, sixty percent of employer contributions for each
participant are allocated to the Guaranteed Long Term Account and the remaining
forty percent of employer contributions as well as any participant voluntary
contributions are allocated to separate investment funds (see note 5) according
to participant elections. The accounts are credited with earnings on the
underlying investments and charged for Plan benefits paid. The contract is
included in the financial statements at December 31, 1993 and 1992 at contract
value as reported to the Plan by Connecticut General.
<PAGE>
6
NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
(c) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31, 1993
-----------------
Net assets available for benefits per the financial statements $13,406,563
Amounts allocated to withdrawing participants (1,048,632)
-----------
Net assets available for benefits per Form 5500 $12,357,931
===========
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31, 1993
-----------------
Benefits paid to participants per the financial statements $349,427
Add: Amounts allocated to withdrawing participants at
December 31, 1993 1,048,632
-----------
Benefits paid to participants per the Form 5500 $1,398,059
===========
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
During 1993 the Company sold Dornberger/Berry & Company (Dornberger), an
affiliated agency. Included in amounts allocated to withdrawing participants at
December 31, 1993 is $792,365 representing benefits paid during January 1994 to
terminating employees of Dornberger.
NOTE 3 - FEDERAL INCOME TAXES
The Plan has received an Internal Revenue Service Determination Letter dated May
3, 1989, which states that it qualifies under the provisions of Section 501(a)
of the Internal Revenue Code and is, therefore, exempt from federal income
taxes. Employer contributions and the income of the Plan are not taxable to the
participants until such time as distributions are made.
NOTE 4 - TERMINATIONS
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 ERISA. In the event of plan termination,
participants will become 100 percent vested in their accounts.
<PAGE>
7
NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________
NOTE 5 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS
Six separate investment funds are maintained under the plan for the benefit of
participants. The allocation of net assets available for plan participants to
the separate investment funds is as follows:
<TABLE>
For the year ended December 31, 1993
------------------------------------------
Immediate Participation Guarantee Contract
<CAPTION>
Guaranteed Guaranteed Growth and Growth Income and Strategic
Long-term Short-term Income Opportunity Growth Opportunity
Combined Account Account Account Account Account Account
---------- ---------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits $13,406,563 $11,700,147 $162,328 $588,451 $627,395 $313,603 $14,639
</TABLE>
<TABLE>
For the year ended December 31, 1992
------------------------------------------
Immediate Participation Guarantee Contract
<CAPTION>
Guaranteed Guaranteed Growth and Growth Income and Strategic
Long-term Short-term Income Opportunity Growth Opportunity
Combined Account Account Account Account Account Account
---------- ---------- ----------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for benefits $11,711,525 $10,558,047 $140,223 $559,145 $271,171 $176,978 $5,961
</TABLE>
The contract with the funding agent imposes certain restrictions on transfers
between and disbursements from various accounts, the most restrictive of which
are:
- Transfers or disbursements from the guaranteed long-term account greater
than 10% of the total assets in such pool at January 1 of the year of
computation may be deferred by the funding agent.
- Transfers or disbursements from the guaranteed short-term account may be
deferred up to a period of 30 days if there is negative cash flow in the
account.
<PAGE>
8
NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________
NOTE 5 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS, Continued
<TABLE>
For the year ended December 31, 1993
------------------------------------------
Immediate Participation Guarantee Contract
<CAPTION>
Guaranteed Guaranteed Growth and Growth Income and Strategic
Long-term Short-term Income Opportunity Growth Opportunity
Combined Account Account Account Account Account Account
---------- ---------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $1,170,513 $983,809 $27,636 $80,565 $44,398 $25,923 $8,182
Employee 80,224 61,793 1,907 2,075 9,851 4,535 63
----------- ---------- ---------- ----------- ----------- ---------- ----------
1,250,737 1,045,602 29,543 82,640 54,249 30,458 8,245
----------- ---------- ---------- ----------- ----------- ----------- ----------
Investment Income:
Interest 675,929 672,152 3,777 -- -- -- --
Net appreciation in
contract value
of investments 117,799 -- -- 19,730 61,784 34,227 2,058
----------- ---------- ---------- ----------- ----------- ----------- ----------
793,728 672,152 3,777 19,730 61,784 4,227 2,058
----------- ---------- ---------- ----------- ----------- ----------- ----------
Total additions 2,044,465 1,717,754 33,320 102,370 116,033 64,685 10,303
Less benefits paid
to participants 349,427 302,881 9,289 20,814 4,725 11,718 --
Transfers between funds -- (272,773) (1,926) (52,250) 244,916 83,658 (1,625)
----------- ---------- --------- ---------- ----------- ----------- ----------
Net increase 1,695,038 1,142,100 22,105 29,306 356,224 136,625 8,678
----------- ---------- --------- ---------- ----------- ----------- ----------
Net assets available
for plan benefits:
Beginning of year 11,711,525 10,558,047 140,223 559,145 271,171 176,978 5,961
----------- ----------- --------- ---------- ----------- ----------- ----------
End of year $13,406,563 $11,700,147 $162,328 $588,451 $627,395 $313,603 $14,639
=========== =========== ========= ========== =========== =========== ==========
</TABLE>
<PAGE>
9
NOTES TO FINANCIAL STATEMENTS
________________________________________________________________________________
NOTE 5 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN NET
ASSETS AVAILABLE FOR BENEFITS, Continued
<TABLE>
For the year ended December 31, 1993
------------------------------------------
Immediate Participation Guarantee Contract
<CAPTION>
Guaranteed Guaranteed Growth and Growth Income and Strategic
Long-term Short-term Income Opportunity Growth Opportunity
Combined Account Account Account Account Account Account
----------- ---------- ----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Contribution:
Employer $1,085,239 $922,587 $26,528 $82,964 $29,418 $18,070 $5,672
Employee 182,924 161,467 1,916 5,435 9,706 4,400 --
----------- ---------- ------------ ----------- ----------- ----------- ---------
1,268,163 1,084,054 28,444 88,399 39,124 22,470 5,672
----------- ---------- ------------ ----------- ----------- ----------- ---------
Investment Income:
Interest 810,397 806,084 4,313 -- -- -- --
Net appreciation in
contract value
of investments 35,065 -- -- 6,970 21,719 6,377 (1)
----------- ---------- ------------ ----------- ----------- ----------- ---------
845,462 806,084 4,613 6,970 21,719 6,377 (1)
----------- ---------- ------------ ----------- ----------- ----------- ---------
Total additions 2,113,625 1,890,138 32,757 95,369 60,843 28,847 5,671
Less benefits paid
to participants 1,262,597 1,240,369 8,094 14,134 -- -- --
Transfers between funds -- (189,668) (5,390) 15,271 80,129 99,432 226
----------- ---------- ------------ ----------- ----------- ----------- ---------
Net increase 851,028 460,101 19,273 96,506 140,972 128,279 5,897
----------- ---------- ------------ ----------- ----------- ----------- ---------
Net assets available
for plan benefits:
Beginning of year 10,860,497 10,097,946 120,950 462,639 130,199 48,699 64
----------- ----------- ------------ ----------- ----------- ----------- --------
End of year $11,711,525 $10,558,047 $140,223 $559,145 $271,171 $176,978 $5,961
=========== =========== ============ =========== =========== =========== ========
</TABLE>
<PAGE>
Exhibit I
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
for the years ended December 31, 1993 and 1992
-------------------------------------------------------------------------------
The following information was received from the funding agent for the Plan year
January 1, 1993 through December 31, 1993:
<TABLE>
Item 27(d) - Schedule of Reportable Transactions
<CAPTION>
(a) identity (b) Description of (c) Purchase (d) Selling (g) Cost of (h) Current value (i) Net gain
of party Assets price price asset of assets on or loss
involved transaction date
- ------------ --------------------- ----------- ------------ ------------- ------------------- ------------
<C> <C> <C> <C> <C> <C> <C>
Purchases of units in Not
CGLIC Guaranteed Long Term $1,057,312 Applicable $1,057,312 $1,057,312 $0
Sales of units in Not
CGLIC Guaranteed Long Term Applicable $1,534,612 $1,534,612 $1,534,612 $0
</TABLE>
Schedule of Assets Held
Identity Description Current
of party Value
-------- --------------------- -----------
CGLIC GUARANTEED LONG TERM $11,700,147
CGLIC GROWTH AND INCOME FUND 588,451
CGLIC GUARANTEED SHORT TERM 162,328
CGLIC GROWTH OPPORTUNITY 627,395
CGLIC INCOME AND GROWTH 313,603
CGLIC STRATEGIC OPPORTUNITY 14,639
<PAGE>
SIGNATURES
----------
Pursuant to the requirement of the Securities Exchange Act of 1934, the Plan
Committee has duly caused this annual report to be signed on behalf of the
undersigned, thereunto duly authorized.
GREAT WEST PROFIT SHARING PLAN, registrant
By _________/s/ Allen J. Johnson__________
Allen J. Johnson, Plan Committee
By _________/s/ R. Scott Rager____________
R. Scott Rager, Plan Committee
By _________/s/ Micheal P. Krehbiel_______
Micheal Pl Krehbiel, Plan Committee
By _________/s/ Gaylen L. TenHulzen_______
Gaylen L. TenHulzen, Plan Committee
Dated: April 29 , 1994
