As in effect
3/1/61
FORM 10K/A2
____________
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. 2
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: May 4, 1994 By _______/s/ A. C. Zucaro_____________
(Signature)
A. C. Zucaro
President
and
Chief Executive Officer
Total Pages: 35
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
____________
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administration Committee has duly caused this Annual Report to be signed on
behalf of the undersigned, thereunto duly authorized.
THE OLD REPUBLIC INTERNATIONAL CORPORATION EMPLOYEES
SAVINGS AND STOCK OWNERSHIP PLAN
(Registrant)
By: _______/s/ A. C. Zucaro____________________
A. C. Zucaro, Member of the
Administration Committee
Date: May 4, 1994
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
__________
Pages
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1993 and 1992 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1993 and 1992 3
Notes to Financial Statements 4-15
Supplemental Schedules (Required by the Department of Labor):
Item 31 - Assets and Liabilities at December 31, 1993 and 1992 17
Item 32 - Income, Expenses, and Changes in Net Assets for the
year ended December 31, 1993 18
Item 27a - Schedule I - Schedule of Assets Held for
Investment Purposes at December 31, 1993 19-22
Item 27a - Schedule II - Schedule of Assets Held for
Investment Purposes-Investment Assets Both Acquired
and Sold in 1993 23
Item 27d -Schedule of Reportable Transactions for the year
ended December 31, 1993 24
Supplemental Schedules (Required by the Securities Exchange Commission):
Schedule I has been omitted because the required information
is shown in the financial statements or notes thereto.
Schedule II - Allocation of Net Assets Available for Plan Benefits:
Employees' Account by Investment Program - December 31,
1993 and 1992 25
Companies' Account by Investment Program - December 31, 1993 26
Companies' Account by Investment Program - December 31, 1992 27
Schedule III - Allocation of Changes in Net Assets Available for Plan
Benefits:
Employees' Account by Investment Program - For the years ended
December 31, 1993 and 1992 28
Companies' Account by Investment Program - For the year ended
December 31, 1993 29
Companies' Account by Investment Program - For the year ended
December 31, 1992 30
Note
Supplemental schedules required by the Employee Retirement Income Security Act
of 1974 that have not been included herein are not applicable.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administration Committee
of the Old Republic International Corporation
Employees Savings and Stock Ownership Plan
Chicago, Illinois
We have audited the accompanying statements of net assets available for plan
benefits of Old Republic International Corporation Employees Savings and Stock
Ownership Plan as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for plan benefits for each of the two years in
the period 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 upon 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 benefits of the Plan as
of December 31, 1993 and 1992, and the changes in net assets available for plan
benefits for each of the two years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles.
As disclosed in Note 1 to the financial statements, Old Republic International
Corporation Series B and D preferred shares (D preferred shares only at December
31, 1993) have been valued at fair value as determined by the Board of
Directors, based on appraisals received from an investment banker. Such
preferred shares amount to $100,711,477 and $129,483,151 at December 31, 1993
and 1992 (66.2% and 75% respectively of total plan assets). We have reviewed
the procedures applied by the Directors in valuing such securities and have
inspected underlying documentation and in the circumstances, we believe the
procedures are reasonable and the documentation appropriate. However, because
of the inherent uncertainty of the valuation, the Board of Directors' estimate
of fair values may differ significantly from the values that would have been
used had a ready market existed for the securities, and the differences could be
material.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules listed in the
accompanying index 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 and by the Securities and Exchange Commission's Regulation S-X. The
supplemental schedules have been subjected to the auditing procedures applied in
the audit 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.
COOPERS & LYBRAND
Chicago, Illinois
April 22, 1994
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1993 and 1992
_______________
<CAPTION>
1993 1992
------------------------------------- ---------------------------------------
Employees' Companies' Combined Employees' Companies' Combined
Account Account Account Account Account Account
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Collective Trusts:
Short-term Investment Fund $ 5,459,623 $ 117,771 $ 5,577,394 $ 7,301,509 $ 61,019 $ 7,362,528
Intermediate Bond Fund - 41,592 41,592 3,155,357 32,237 3,187,594
Old Republic
International Corporation:
Series "B" preferred shares - - - - 18,756,168 18,756,168
Series "D" preferred shares - 100,711,477 100,711,477 - 110,726,983 110,726,983
Common shares 2,953,920 16,332,286 19,286,206 3,247,680 9,225,590 12,473,270
US Government obligations 5,874,240 - 5,874,240 4,406,564 - 4,406,564
Corporate bonds 16,186,118 - 16,186,118 10,004,215 - 10,004,215
Other common stock 3,449,194 - 3,449,194 1,434,999 - 1,434,999
Other preferred stock - - - 17,412 - 17,412
Mutual funds 290,709 267,543 558,252 151,376 169,285 320,661
----------- ------------ ----------- ----------- ------------ ------------
34,213,804 117,470,669 151,684,473 29,719,112 138,971,282 168,690,394
Contributions receivable:
Companies - 24,909 24,909 - 4,375,198 4,375,198
Employees 5,730 - 5,730 36,074 - 36,074
Accrued interest and dividends 411,673 394 412,067 285,296 401 285,697
----------- ------------ ------------ ------------ ------------ ------------
$34,631,207 $117,495,972 $152,127,179 $30,040,482 $143,346,881 $173,387,363
=========== ============ ============ ============ ============ ============
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Notes payable to banks $ - $ 17,384,234 $ 17,384,234 $ - $ 22,652,984 $ 22,652,984
Advances from Plan Sponsor - - - - 2,299,520 2,299,520
Accrued interest payable - 137,676 137,676 - 240,760 240,760
Unpaid withdrawal and termin 169,779 - 169,779 411,051 - 411,051
Unpaid administrative expenses 19,654 26,636 46,290 23,974 31,054 55,028
----------- ------------ ------------ ----------- ------------ ------------
Total liabilities 189,433 17,548,546 17,737,979 435,025 25,224,318 25,659,343
----------- ------------ ------------ ----------- ------------ ------------
Net assets available for plan benefits:
Allocated to participants 34,441,774 86,915,841 121,357,615 29,605,457 95,413,357 125,018,814
Not allocated to participants - 13,031,585 13,031,585 - 22,709,206 22,709,206
----------- ------------ ------------ ----------- ------------ ------------
Total net assets available for 34,441,774 99,947,426 134,389,200 29,605,457 118,122,563 147,728,020
----------- ------------ ------------ ----------- ------------ ------------
$34,631,207 $117,495,972 $152,127,179 $30,040,482 $143,346,881 $173,387,363
=========== ============ ============ =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
2
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the years ended December 31, 1993 and 1992
____________
<CAPTION>
1993 1992
Employees' Companies' Combined Employees' Companies' Combined
Account Account Account Account Account Account
<S> <C> <C> <C> <C> <C> <C>
Additions:
Company contributions $ - $ 1,864,047 $ 1,864,047 $ - $ 4,389,012 $ 4,389,012
Regular employee contributions 7,525,109 - 7,525,109 5,831,754 - 5,831,754
Interest income 1,580,594 36,216 1,616,810 1,439,755 13,716 1,453,471
Dividend income 137,536 3,399,942 3,537,478 78,279 3,604,183 3,682,462
Net appreciation (depreciation)
in fair value of investments 234,102 (12,132,570) (11,898,468) 1,106,818 45,492,867 46,599,685
----------- ------------ ----------- ----------- ------------ ----------
9,477,341 (6,832,365) 2,644,976 8,456,606 53,499,778 61,956,384
----------- ------------ ----------- ----------- ------------ ----------
Deductions:
Termination and withdrawal benef4,621,370 10,320,599 14,941,969 3,294,079 4,668,972 7,963,051
Interest expense - 778,663 778,663 - 1,230,392 1,230,392
Administrative expenses 19,654 243,510 263,164 15,832 277,256 293,088
---------- ----------- ----------- ----------- ----------- ---------
4,641,024 11,342,772 15,983,796 3,309,911 6,176,620 9,486,531
---------- ----------- ----------- ----------- ----------- ---------
NET ADDITIONS (DEDUCTIONS) 4,836,317 (18,175,137) (13,338,820) 5,146,695 47,323,158 52,469,853
Net assets available for plan benefits,
beginning of year 29,605,457 118,122,563 147,728,020 24,458,762 70,799,405 95,258,167
----------- ------------ ------------ ----------- ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $34,441,774 $ 99,947,426 $134,389,200 $29,605,457 $118,122,563 $147,728,020
=========== ============ ============ =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
3
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
__________
1. Summary of Significant Accounting Policies
A. Basis of Presentation
The accompanying financial statements of the Old Republic International
Corporation Employees Savings and Stock Ownership Plan (the Plan)
include plan assets for employees of Old Republic International
Corporation (the Corporation), and participating subsidiaries (the
Companies or Employers).
B. Investments
Investments in the Collective Trust-Short-term Investment Fund of the
Northern Trust Company (Northern), are valued by the Northern at cost
which approximates fair value, and consist of short term obligations.
Investments in the Collective Trust - Intermediate Bond Fund that are
traded on Security Exchanges are valued by the Trustee at the last
sales price on the valuation date or, in the absence of any sales, at
the bid price on the valuation date. Securities traded
over-the-counter are valued at the final bid price on the valuation
date. Temporary investments in short-term securities are carried at
cost, which approximates market value. Investments in Old Republic
International Corporation Series B and Series D preferred stocks
(Series D only at December 1993), which have not been registered, are
stated at an appraised value based on opinions submitted by an
investment banker. Old Republic International Corporation common stock
is stated at closing market value on the last business day of the year.
The Plan presents in the statements of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments. For purposes of
generally accepted accounting principles the Plan uses the historical
cost method for determining the basis of its investments, whereas, for
ERISA reporting purposes the Plan uses the current value method for
determining the basis of its investments. Purchases and sales of
securities are reflected on a trade-date basis. Gain or loss on sales
of securities are based on the average cost method. Interest income
is recorded as earned and dividend income is recorded as earned on the
ex-dividend date. Investments in securities of Old Republic
International Corporation have been adjusted to reflect a 2 for 1 stock
split declared on March 19, 1992, and effective May 8, 1992.
C. Contributions
Contributions from employees (savings) are recorded in the period in
which the Companies make payroll deductions from Plan participants.
Participants elect the amount of contribution which ranges from a
minimum of 1% to a maximum of 15% of recognized compensation as defined
in the Plan. Any employee who does not contribute to the Plan will not
receive a Company matching contribution. Employee contributions up to
6% will be matched. However, the maximum amount of contribution which
can be matched per employee cannot exceed $9,000 (6% of $150,000) per
Plan year. The maximum amount which can be withheld is 15% limited to
$22,500 (15% of $150,000).
4
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
1. Summary of Significant Accounting Policies, Continued
C. Contributions, Continued
There is no penalty for withdrawing a part of accumulated employee
savings and earnings thereon. Participants may withdraw the lower of
$15,000 or 50% of their accumulated savings balance as of the most
recent calculation date (June 30 or December 31) in any one year
without penalty. Such withdrawals are permitted only on January 1 or
July 1 of each year.
The company matching contribution is based on the following formula:
Percentage of If the percentage increase in average operating
Recognized Compen- earnings per share for the most recent five year
sation Contributed period is:
------------------ ----------------------------------------------------
Less Than 6.01% to 9.01% to 15.01% Over
6% 9% 15% 20% 20%
-------- -------- -------- ----- -----
The Resulting Employer Matching Contribution on the
First 6% of Employee Savings will be:
----------------------------------------------------
1.00% 30% 40% 65% 100% 140%
1.01 to 2.00% 28% 38% 63% 98% 138%
2.01 to 3.00% 26% 36% 61% 96% 136%
3.01 to 4.00% 24% 34% 59% 94% 134%
4.01 to 5.00% 22% 32% 57% 92% 132%
5.01 to 6.00% 20% 30% 55% 90% 130%
6.01 to 15.00% None None None None None
. The percentage increase in average operating earnings per share is
obtained by comparing the average operating earnings per share for
the Company for the five years ending with the calculation year,
with the same average for the five years ending the year prior to
the calculation year. Operating earnings per share are determined
pursuant to generally accepted accounting principles and are equal
to net income per share exclusive of realized capital gains or
losses and extraordinary items and income taxes applicable
thereto.
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
1. Summary of Significant Accounting Policies, Continued
C. Contributions, Continued
Company matching contributions are allocated on December 31, and a Plan
participant receives a matching contribution only if:
. the Companies meet certain minimum profit objectives;
. the participant completes 1,000 or more hours of service during the
year;
. the participant is employed by one of the Companies on December 31
of that year, died during the year, or retired during the year
after age 65.
Additional amounts from consolidated annual net profits after taxes or
accumulated earnings as the Board of Directors of the Companies may determine
from time to time may be added to the contributions resulting from the above
formula. The amount of the Companies' contributions are subject to the
following limitations:
. No contribution shall be made if the Companies' consolidated annual
net profit before extraordinary items and taxes is less than
$2,500,000.
. No contribution shall be made by any Employer for any fiscal year
which exceeds the maximum amount currently deductible by that
Employer under section 404 of the Internal Revenue Code.
. No contribution shall be made by any Employer for any fiscal year
which would cause its total contribution to exceed the amount of its
annual net profit before taxes and its accumulated earnings.
The above, not-withstanding for 1993 only the company matching
contribution has been calculated in the normal fashion and is
represented by interest recoveries on previous years' advances from
Plan Sponsor (See Note 9). As a result, 1993 Plan participants
benefitted from an extra contribution stemming from such interest
recoveries. This extra contribution of $588,013 has been allocated to
Plan participants as regular earnings. Coupled with the normal
contribution amount of $1,272,075, participants were allocated to their
Employer Account a total of $1,860,088 or about 46% more than the
amount allocable under normal circumstances.
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
1. Summary of Significant Accounting Policies, Continued
D. Administrative and Operating Expenses
Office personnel, space and equipment are furnished by the Companies at
no charge to the Plan. All other administrative expenses of the Plan
are paid by and reflected as expenses of the Plan.
2. Benefits
The benefits a Plan participant receives depends upon amounts allocated to
his accounts under the Plan. Amounts in his accounts are affected by the
amount of employee contributions he makes, his vested interest in his
matching contributions and discretionary contributions, forfeitures, and
earnings.
When a Plan participant makes employee contributions, his employee
contributions are allocated to his "Employee Account." Earnings are
allocated to each Plan participant's Employee Account on a semi-annual
basis, based upon the performance of the investment fund that the Plan
participant has selected. Upon termination of service for any reason, a
Plan participant receives all amounts in his Employee Account.
Each year, the matching contributions and discretionary contributions are
allocated to the "Company Accounts" of Plan participants. If a Plan
participant terminates service with the Companies, the amount that he
receives from his Employer Account depends upon his vested interest in such
account. A Plan participant vests in his Company Account based on his
"Years of Service," according to the following table:
Years of Service Vesting Schedule
---------------- ---------------
1 0%
2 0
3 20
4 40
5 60
6 80
7 100
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
2. Benefits, Continued
A Plan participant earns a Year of Service for each year prior to January
1, 1978 in which he was employed full-time by a Company. On and after
January 1, 1978, a Plan participant earns a Year of Service for each
calendar year during which he completes 1,000 or more hours of service for
the Companies. However, a Plan participant will become 100% vested in his
Employer Account prior to seven years of service if:
. the Plan participant has reached age 65, or
. termination is caused by death, or
. termination is caused by total and permanent disability which
renders the employee incapable of performing satisfactory service
for the Companies.
The amount a Plan participant receives from his Employer Account is also
affected by forfeitures, earnings, and released shares. If a Plan
participant terminates service prior to full vesting, the non-vested
portion of his Employer Account is forfeited. Forfeited amounts are re-
allocated to remaining participants who made employee contributions,
completed 1,000 or more hours of service for the companies during the year,
and are employed by the Companies on December 31 or terminated service due
to retirement on or after age 65, death,or total and permanent disability.
Forfeitures are allocated based upon the ratio of the Plan participant's
recognized compensation to the recognized compensation of all Plan
participants. In addition to forfeitures, the balance in a Plan
participant's Employer Account is affected by the net cash revenues over
expenses of the Corporation's stock fund plus the market value of shares
released to participants from payment of loan principal and/or interest
during the year.
8
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
2. Benefits, Continued
Unallocated net assets, in the Companies' Account, available for plan
benefits at December 31, are comprised of items not allocated to
participants, as follows:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
Assets
Unreleased shares:
Series B preferred shares:
Original loan:
15,094 shares at $4.975 $ 75,093
Additional loan (see Notes 6 and 9):
66,415 shares at $4.975 330,415
Series D preferred shares:
Original loan:
6,603,540 shares at $4.525 $29,881,019
8,606,151 shares at $4.975 42,815,601
Additional loan (see Notes 6 and 9):
786,562 shares at $4.975 3,913,146
Common Shares:
Original loan:
30,877 shares at $22.625 698,592
37,222 shares at $24.875 925,897
Additional loan (see Notes 6 and 9):
13,790 shares at $24.875 343,026
Accrued interest receivable 320 285
------------ -----------
Total 30,579,931 48,403,463
------------ -----------
Liabilities
Unpaid loan principal at December 31 17,384,234 22,652,984
Advances from Plan Sponsor (See Note 9) 2,299,520
Deficiency of companies' contributions
and unreleased share dividends over loan
principal and interest payments (See Note 9) 469,399
Accrued interest expense payable on loans at
December 31 137,676 240,760
Accrued administrative expenses payable 26,436 31,594
----------- -----------
Total 17,548,346 25,694,257
----------- -----------
Unallocated net assets available for
plan benefits $13,031,585 $22,709,206
=========== ===========
</TABLE>
9
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
3. Investments
<TABLE>
Investments held by the Plan at December 31, 1993 and 1992 are summarized as follows:
<CAPTION>
1993 1992
-------------------------------- ---------------------------------
Shares/ Shares/
Units/ Units/
Par Value Cost Fair Value Par Value Cost Fair Value
<S> <C> <C> <C> <C> <C> <C>
Northern Trust Company
Collective Trusts:
Short-term Investment
Fund 5,577,394 $ 5,577,394 $ 5,577,394 7,362,528 $ 7,362,528 $ 7,362,528
Intermediate Bond Fund 2,048 41,651 41,592 10,778 3,126,121 3,187,594
Old Republic Inter-
national Corporation:
Series B-Preferred
Stock - * - * - * 3,770,084 5,507,169 18,756,168
Series D-Preferred
Stock 22,256,680 39,537,500 100,711,477 22,256,680 39,537,500 110,726,983
Common Stock 852,429 6,736,594 19,286,206 501,438 4,195,060 12,473,270
United States Government
obligations $5,475,000 5,752,016 5,874,240 $4,150,000 4,309,266 4,406,564
Corporate bonds $15,506,000 15,877,585 16,186,118 $9,886,000 9,843,914 10,004,215
Other common stock 81,750 3,311,111 3,449,194 33,100 1,292,520 1,434,999
Other preferred stock - - - 316 15,600 17,412
Mutual funds 21,071 447,508 558,252 11,736 263,061 320,661
----------- ------------ ----------- ------------
$77,281,359 $151,684,473 $75,452,739 $168,690,394
=========== =========== =========== ============
* On January 26, 1993, the Plan converted 3,770,084 shares of Series B preferred stock into 754,016 shares of common
stock of the Corporation.
</TABLE>
4. ERISA Compliance
The Plan became effective January 1, 1978, and accordingly, was drafted, as
were subsequent amendments and restatements, to comply with the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA" or "the
ACT"), as amended from time to time.
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
5. Termination Priorities
The Corporation reserves the right, either with or without formal action,
to terminate the Plan. Each Employer reserves the right to permanently
discontinue its contributions to the Plan. In the event that an Employer
permanently discontinues its contributions to the Plan, or the Corporation
terminates the Plan, or the Plan is partially terminated under operation of
law, the accounts of the affected participants shall be fully vested and
non-forfeitable. In addition, because the Plan is a defined contribution
plan and not a defined benefit plan, no termination priorities apply to the
Plan under ERISA.
6. Notes Payable to Banks
The following table sets forth certain data with respect to debt assumed by
the Plan and guaranteed by the Corporation:
Original loan principal $51,500,000
Cost of shares acquired $49,899,963
Unpaid principal balance
at December 31, 1993 $17,374,234
Shares acquired:
Series B 6,587,958
Series D 22,256,680
Common 29,978
Unreleased shares at
December 31, 1993:
Series D 6,603,540
Common 30,877
===========
Principal due February 1,
1994 $ 4,000,000
1995 6,150,000
1996 3,915,000
1997 1,085,000
1998 2,224,234
-----------
$17,374,234
===========
Except for loan proceeds of $100,037, all proceeds were used by the Plan to
acquire preferred and common shares of the Corporation, as indicated above,
at appraised values. Remaining funds were utilized to meet periodic cash
needs or to refinance existing loans. Series "B" preferred shares acquired
with proceeds of the 1979 loan, carry an annual cumulative dividend rate of
$.148 per share, have a minimum redemption value of $2.47 per share in 1994
and subsequent years, have one vote per share and are convertible into
common stock of the Corporation commencing in 1994, under certain
circumstances, at the rate of five shares of Series "B" preferred stock for
one common share. The Series "D" preferred stock has a cumulative annual
dividend rate of $.130 per share, has a minimum redemption value of $1.30
after July 1, 1987, and subsequent years at the option of the Corporation,
has one vote per share and is convertible into common stock of the
Corporation at any time at the rate of five shares of Series"D" preferred
stock for one common share.
On January 26, 1993, the Plan converted all remaining Series B
preferred.shares into common stock of the Corporation (See Note 3).
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
6. Notes Payable to Bank, Continued
It is anticipated that principal and interest payments on the Plan's loans
are to be met by the Companies' annual profit sharing contributions,
interest on funds invested, and dividends on the Corporation's preferred
and common stock.
During 1988, a number of loans with an aggregate outstanding principal
balance of $23,374,234 were refinanced. $11,084,234 was refinanced with
the Corporation and $12,290,000 was refinanced with a bank. The
refinancing resulted in the extension of loan payments into 1998.
In January 1994, the Plan refinanced a portion of its borrowings. The net
effect of the refinancing was to decrease the 1994 principal repayment by
$2,700,000 while increasing the 1997 and 1998 principal repayments by
$1,700,000 and $1,000,000, respectively.
The interest rate on loans with the Corporation is set at 1.5% in excess of
the current rate on six month certificates of deposit. The new Bank loans
carry an interest rate at 75% of the Prime Rate. The interest rates on
other Bank loans are set at 1.5% in excess of the current rate on six month
certificates of deposit or at 80% to 84% of the Prime Rate.
7. Tax Status
The Internal Revenue Service on April 4, 1986, issued a determination
letter stating that the Plan, as amended, was qualified under Section 401
of the Internal Revenue Code and the Plan was exempt under the provisions
of Section 501(a).
In-service withdrawals which were previously available on employees'
contributions only, are now partially taxable once they have exceeded an
employees' gross contributions through December 31, 1986. This taxability
arises because the Act now considers withdrawals to include earnings as
well as contributions.
Distributions made prior to a Plan participant's death, disability, or
attainment of age 59.5 may be subject to a 10% penalty unless such
distributions are rolled over into another qualified retirement plan or
individual retirement account ("IRA"). All such distributions are subject
to penalty except for distributions that are part of a series of
substantially equal periodic payments made over the life of the Plan
participant or the joint lives of the Plan participant and his beneficiary,
distributions to a Plan participant after separation from service and
attainment of age 55, and distributions to pay certain medical expenses.
No federal income tax consequences result to a Plan participant,
beneficiary, or estate by reason of participation in the Plan until a
distribution is made. Unless the distribution qualifies for special tax
treatment for lump sum distributions described in the following paragraphs,
the amount received including the fair market value of any common stock on
the date of distribution will be taxed at ordinary income tax rates in the
same manner as an annuity. This means that a portion of each distribution
is excluded from tax. The excluded portion is that part of the payment
that bears the same ratio to the whole payment as the Plan Participant's
employee contributions bear to the total value of his accounts.
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
7. Tax Status, Continued
The distribution will qualify as a "lump-sum distribution" if the Plan
participant receives the entire balance of his accounts within one taxable
year, the Plan participant has participated in the Plan for five or more
taxable years before the taxable year of distribution, and the distribution
results from the Plan participant's separation from service with the
Company or after the Plan participant has attained age 59-1/2. A
distribution received by a beneficiary will also qualify as a "lump-sum
distribution" if the entire balance of the Plan participant's account is
received within one taxable year by the beneficiary by reason of the Plan
participant's death.
If a distribution qualifies as a "lump sum distribution" under the Internal
Revenue Code, and if no part of the distribution is rolled over, a Plan
participant may elect to have the entire amount of the distribution taxed
as ordinary income or under the special 5-year averaging rule. The special
5-year averaging rule generally may be used only if the individual is age
59.5 at the time of the distribution and may be used only once. A special
phase-out rule allows limited use of capital gains treatment between 1987
and 1991. By 1992, capital gains treatment will be entirely eliminated,
except for certain individuals who have reached age 50 by January 1, 1986.
Individuals who have reached age 50 by January 1, 1986, may, in general:
elect to use the 5-year averaging provisions (using the tax rates in effect
in the year of distribution) or the 10-year averaging provisions (using the
1986 tax rates), and elect to apply the pre-1986 capital gains rules (using
a 20 percent rate). A Plan participant that elects to use the averaging
methods under this transitional rule on a lump sum received prior to
attainment of age 59.5 may not use either the 5-year or 10-year averaging
For distributions that exceed $150,000 in any one year, there may be an
additional 15% excise tax. If five year forward averaging is used, the
excise tax, if any, will be applied to distributions that exceed five times
$150,000. The distribution limitation applies to the total of
distributions from all qualified retirement plans and IRA's not only the
Plan.
If a participant or the spouse of a deceased participant receives a
distribution from the Plan that qualifies for "lump-sum distribution" tax
treatment, or receives a distribution that would qualify for such treatment
except for failure to meet the five years of participation requirement, the
individual may "roll over" the distribution in excess of his employee
contributions to an IRA in which case the individual would not have to pay
a tax at the time of the distribution on the amount transferred to the
IRA. At the time of receipt of a distribution from the IRA, the individual
will have to pay a tax at ordinary income tax rates ( subject to the
tax on personal service income) on the amount distributed.
This summary of the federal tax laws presents only a brief general
statement of complex tax laws and regulations which are subject to change
at any time. Specific federal and state tax treatment relating to a
distribution should be carefully considered by a participant (or
beneficiary) or reviewed with a tax advisor prior to making any elections
and filing returns for a tax year in which the distribution is made.
8. Alternative Investment Funds
In November, 1982, the Plan was amended to permit participants to transfer
monies from Fund "A", the primary goal of which is protection of capital
and stability of income through investments in high-grade, liquid
investments, into a newly created Fund "O", and to elect to have their
future contributions to the Plan invested, in whole or in part, in Fund
"O".
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
8. Alternative Investment Funds, Continued
Under the terms of the Plan, Fund "O" may be invested by the Trustee upon
the direction of the Plan's Administration Committee ("Committee") in any
property, real or personal and shares of stock, whether common or
preferred, voting trust certificates, bonds, mortgages, secured or
unsecured obligations, notes, annuity and life insurance contracts, whether
group or individual, and other securities and property of every kind and
description as the Committee selects (including securities of the Company
or any Employer under the Plan and any subsidiary or affiliate of the
Company or an Employer). Fund "O" may, as a result, be more speculative and
may incur a higher degree of risk than Fund "A" since the Committee is
permitted to direct the Trustee to invest in private offerings, joint
ventures, small, unseasoned or embryonic companies without a record of
earnings, companies not traded on an established market, and other
investments. The Committee has the authority to direct the Trustee to
borrow, pledging Fund "O" assets.
At December 31, 1993 there were 1,397 participants in Fund "O" and 3,323
participants in Fund "A".
Effective January 1, 1989, the Tax Reform Act provided that plan
participants who reach age 55 and have 10 years of service in the Plan are
provided with the option of diversifying a portion of their companies'
account balance out of company stock and into alternative investment funds.
The diversification is limited to 25% of all company stock acquired after
December 31, 1986. After age 60 (and with 10 years of service in the
plan), such participants have the right to diversify up to 50% of all
company stock acquired after December 31, 1986. The period to make the
election to diversify is during the first 90 days of the calendar year in
which a participant attains age 55 and has completed 10 years of service in
the plan.
The investment options available for diversification at December 31, 1993
are:
Fund "E" - Short-term investment fund composed of high grade money
market investments with very short-term maturities.
Fund "F" - Intermediate-term fund composed of high-grade securities with
maturities of five years or less.
Fund "G" - Open ended no load mutual fund with primary objective being
capital appreciation.
At December 31, 1993, there were 13 participants in Fund "E", 11
participants in Fund "F" and 42 participants in Fund "G".
9. Advances from Plan Sponsor
On March 2, 1993, following a regular audit of the ESSOP, the Department of
Labor informally questioned whether the advances made by the Corporation to
the Plan were prohibited transactions under Section 406 of ERISA. Although
ERISA generally prohibits loans between a plan and its sponsor, several
exceptions are recognized which the Corporation and the Plan believe to be
applicable to the advances in question. Nevertheless, in order to resolve
the issue as expeditiously as possible, the Plan repaid all advances owed
to the Corporation and, as of the end of March, 1993, the Corporation
repaid to the Plan all interest on advances paid to the Corporation (with
interest thereon) by the Plan, since 1986.
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
10. Contributions
Contributions by the Participants and by Participating Companies were as
follows for the years shown:
<TABLE>
<CAPTION>
1993 1992
---------------------- ----------------------
Partici- Partici-
pants Company pants Company
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Old Republic International Corporation $ 34,174 $ 61,417 $ 59,148 $ 31,756
Old Republic Life Insurance Company 56,126 22,883 77,226 59,458
Old Republic Insurance Company 194,943 69,061 179,790 142,631
International Business & Mercantile
REassurance Company 14,697 5,744 6,313 5,926
Old Republic National Title Insurance
Company & its Subsidiaries and Affiliates 1,084,428 331,340 835,813 606,214
Insured Credit Services, Inc. 108,928 35,139 88,010 64,607
Brummel Brothers, Inc. 29,333 13,477 28,306 22,047
J. Huell Briscoe & Associates, Inc. 12,248 5,975 8,196 7,773
Old Republic General Services, Inc. 258,489 68,148 222,783 138,670
Old Republic Union Insurance Company 17,498 9,659 14,727 12,667
Old Republic Mortgage Guaranty Group,
Inc. & its Subsidiaries 848,119 130,171 551,705 370,916
Old Republic Title Holdings, Inc.
& its Subsidiaries and affiliates 2,744,526 634,429 2,227,708 1,719,699
Old Republic Asset Management Co. 16,135 4,503 13,872 11,421
Old Republic Dealer Service Corp. 14,262 2,578 8,188 4,453
Phoenix Aviation Managers, Inc. 80,568 16,878 72,850 48,210
Chicago Underwriting Group 72,885 15,466 64,118 47,074
Old Republic Risk Mgmt. Corp. 95,507 21,917 88,239 67,227
Bitco Corp. & its Subsidiaries 478,731 130,543 424,811 355,490
Great West Casualty and Agencies 492,345 120,810 412,523 366,423
Old Republic RE 96,165 19,635 98,267 68,929
Old Republic Home Protection 41,261 6,513 32,956 21,686
Old Republic Surety Group 271,119 56,888 260,360 187,457
Old Republic Standard Group 88,866 12,230 55,845 28,278
Employers General Insurance Group 238,955 47,480 - -
Minnehoma Insurance Co. 87,405 14,161 - -
Adesco, Inc. 47,396 7,002 - -
---------- ---------- ---------- ----------
$7,525,109 $1,864,047 $5,831,754 $4,389,012
========== ========== ========== ==========
</TABLE>
15
SUPPLEMENTAL SCHEDULES
16
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
ASSETS AND LIABILITIES
AT DECEMBER 31, 1992 and 1993
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
31. Current value of plan assets and liabilities at the beginning of the plan year. Combine the value of plan assets
held in more than one trust. Allocate the value of the plan's interest in a comingled trust containing the assets
of more than one plan on a line-by-line basis unless the trust meets one of the specific exceptions described in the
instructions. Do not enter the value of that portion of an insurance contract that guarantees, during thes plan
year, to pay specific dollar benefit at a future date. ROUND OFF AMOUNTS TO THE NEAREST DOLLAR; ANY OTHER AMOUNTS
ARE SUBJECT TO REJECTION. Plans with no assets at the beginning and the end of the plan year, enter -0- on line 31f.
- - ------------------------------------------------------------------------------------------------------------------------
ASSETS (a)Beginning of Year (b)End of Year
<S> <C> <C> <C>
a Total noninterest-bearing cash | a | 0 | 0
b Receivables: (1) Employer contributions | b(1) | 4,375,198 | 24,909
(2) Participant contributions | (2) | 36,074 | 5,730
(3) Income | (3) | 285,697 | 412,067
(4) Other | (4) | 0 | 0
(5) Less allowance for doubtful accounts | (5) | 0 | 0
(6) Total. Add lines 31b(1) through 31b(4) and | | |
subtract line 31b(5) > | (6) | 4,696,969 | 442,706
c General investments: (1) Interest-bearing cash | | |
(including money market funds) | c(1) | 0 | 0
(2) Certificates of deposit | (2) | 0 | 0
(3) U.S. Government securities | (3) | 4,406,564 | 5,874,240
(4) Corporate debt instruments: (A) Preferred | (4)(A) | 0 | 0
(B) All other | (4)(B) | 10,004,215 | 16,186,118
(5) Corporate stocks: (A) Preferred | (5)(A) | 17,412 | 0
(B) All other | (5)(B) | 1,434,999 | 3,449,194
(6) Partnership/joint venture interests | (6) | 0 | 0
(7) Real estate: (A) Income-producing | (7)(A) | 0 | 0
(B) Nonincome-producing | (7)(B) | 0 | 0
(8) Loans (other than to participants) | | |
secured by mortgages: (A) Residential | (8)(A) | 0 | 0
(B) Commercial | (8)(B) | 0 | 0
(9) Loans to participants: (A) Mortgages | (9)(A) | 0 | 0
(B) Other | (9)(B) | 0 | 0
(10)Other loans | (10) | 0 | 0
(11)Value of interest in common/collective trusts | (11) | 10,550,122 | 5,618,986
(12)Value of interest in pooled separate accounts | (12) | 0 | 0
(13)Value of interest in master trusts | (13) | 0 | 0
(14)Value of interest in 103-12 investment | | |
entities | (14) | 0 | 0
(15)Value of interest in registered investment | | |
companies | (15) | 0 | 0
(16)Value of funds held in insurance company | | |
general account (unallocated contracts) | (16) | 0 | 0
(17)Other | (17) | 320,661 | 558,252
(18)Total. Add lines 31c(1) through 31c(17) > | (18) | 26,733,973 | 31,686,790
d Employer-related investments: (1) Employer | | |
securities | d(1) | 141,956,421 | 119,997,683
(2) Employer real property | (2) | 0 | 0
e Buildings and other property used in plan | | |
operation | e | 0 | 0
f TOTAL assets. Add lines 31a, 31b(6), 31c(18), | | |
31d(1), 31d(2), and 31e. > | f | 173,387,363 | 152,127,179
| | |
LIABILITIES | | |
g Benefit claims payable | g | 411,051 | 169,779
h Operating payables | h | 2,595,308 | 183,966
i Acquisition indebtedness | i | 22,652,984 | 17,384,234
j Other liabilities | j | 0 | 0
k TOTAL liabilities. Add lines 31g through 31j > | k | 25,659,343 | 17,737,979
| | |
NET ASSETS | | |
l Subtract line 31k from line 31f. > | l | 147,728,020 | 134,389,200
</TABLE>
17
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
INCOME, EXPENSES, AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------
32. Plan income, expenses, and changes in net assets for the plan year. Include all income and expenses of the plan,
including any trust(s) or seperately maintained fund(s), and any payments/receipts to/from insurance carriers.
ROUND OFF AMOUNTS TO THE NEAREST DOLLAR; ANY OTHER AMOUNTS ARE SUBJECT TO REJECTION.
- - -----------------------------------------------------------------------------------------------------------------------
INCOME (a) Amount (b) Total
<S> <C> <C> <C>
a Contributions: | | |
(1) Received or receivable from: | | |
(A) Employers | a(1)(A) | 1,864,047 |
(B) Employees | (B) | 7,525,109 |
(C) Others | (C) | 0 |
(2) Noncash contributions | (2) | 0 |
(3) Total contributions. Add lines 32a(1), | | |
(A),(B),(C) and line 32a(2). > | (3) | | 9,389,156
b Earnings on investments: | | |
(1) Interest: | | |
(A) Interest-bearing cash (including | | |
money market funds) | b(1)(A) | 230,096 |
(B) Certificates of deposit | (B) | 0 |
(C) U.S. Government securities | (C) | 393,441 |
(D) Corporate debt instruments | (D) | 993,273 |
(E) Mortgage loans | (E) | 0 |
(F) Other loans | (F) | 0 |
(G) Other interest | (G) | 0 |
(H) Total interest. Add lines 32b(2)(A) | | |
through (G) > | (H) | | 1,616,810
(2) Dividends: (A) Preferred stock | b(2)(A) | 3,023,620 |
(B) Common stock | (B) | 513,858 |
(C) Total dividends. Add lines | | |
32b(2)(A) and (B). > | (C) | | 3,537,478
(3) Rents | (3) | |
(4) Net gain (loss) on sale of assets: | | |
(A) Aggregate proceeds | (4)(A) | 17,104,269 |
(B) Aggregate carrying amount (see | | |
instructions) | (B) | 10,168,196 |
(C) Subtract (B) from (A) and enter result | (C) | | 6,936,073
(5) Unrealized appreciation (depreciation) of | | |
assets | (5) | | (18,834,541)
(6) Net investment gain (loss) from common/ | | |
collective trusts | (6) | | 0
(7) Net investment gain (loss) from pooled | | |
separate accounts | (7) | | 0
(8) Net investment gain (loss) from master | | |
trusts | (8) | | 0
(9) Net investment gain (loss) from 103-12 | | |
investment entities | (9) | | 0
(10)Net investment gain (loss) from registered | | |
investment companies | (10) | | 0
c Other income | c | | 0
d Total income. Add all amounts in column (b) | | |
and enter total. > | d | | 2,644,976
| | |
EXPENSES | | |
e Benefit payment and payments to provide benefits:| | |
(1) Directly to participants or beneficiaries | e(1) | 14,941,969 |
(2) To insurance carriers for the provision of | | |
benefits | (2) | 0 |
(3) Other | (3) | 0 |
(4) Total payments. Add lines 32e(1) through | | |
32e(3) > | (4) | | 14,941,969
f Interest expense | f | | 778,663
g Administrative expenses: (1) Salaries and | | |
allowances | g(1) | 0 |
(2) Accounting fees | (2) | 42,107 |
(3) Actuarial fees | (3) | 0 |
(4) Contract administrator fees | (4) | 0 |
(5) Investment advisory and management fees | (5) | 96,641 |
(6) Legal fees | (6) | 7,426 |
(7) Valuation/appraisal fees | (7) | (3,000) |
(8) Trustees fees/expenses (including travel, | | |
seminars, meetings, etc.) | (8) | 119,990 |
(9) Other | (9) | 0 |
(10)Total administrative fees. Add lines | | |
32g(1) through 32g(9). | (10) | | 263,164
h Total expenses. Add lines 32e(4), 32f, | | |
and 32g(10). > | h | | 15,983,796
i Net income (loss). Subtract line 32h from | | |
line 32d. > | i | | (13,338,820)
j Transfers to (from) the plan (see instructions) | j | | 0
k Net assets at beginning of year (line 31l, | | |
column (a)). | k | | 147,728,020
l Net assets at end of year (line 31l, | | |
column (b)). > | l | | 134,389,200
</TABLE>
18
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
********************************************************
<CAPTION>
(c)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE
--------------------------------------------------
(b) SHARES, PAR, (e)
IDENTITY OF ISSUE, BORROWER, MATURITY RATE OF OR MATURITY (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY DATE INTEREST COLLATERAL VALUE COST VALUE
--- -------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
COLLECTIVE TRUSTS:
SHORT-TERM INVESTMENT FUND N/A VARIABLE N/A 5,577,394 sh $5,577,394 $5,577,394
--------- ---------- ----------
INTERMEDIATE-TERM BOND FUND N/A VARIABLE N/A 2,048 sh $41,651 $41,592
--------- ---------- ----------
EMPLOYER SECURITIES:
OLD REPUBLIC INTERNATIONAL CORP.:
SERIES D PREFERRED STOCK N/A N/A N/A 22,256,680 sh $39,537,500 $100,711,477
---------- ----------- ------------
COMMON STOCK N/A N/A N/A 852,429 sh $6,736,594 $19,286,206
---------- ----------- ------------
UNITED STATES GOVERNMENT OBLIGATIONS:
U.S.A. TREASURY NOTE, SERIES B 08/15/1997 8.625% N/A $500,000 par $538,750 $562,420
U.S.A. TREASURY NOTE, SERIES G 07/15/1998 8.250% N/A 500,000 par 517,188 562,810
U.S.A. TREASURY NOTE, SERIES D 11/15/1996 7.250% N/A 500,000 par 499,375 535,935
U.S.A. TREASURY NOTE, SERIES Q 12/31/1994 7.625% N/A 500,000 par 520,000 519,140
U.S.A. TREASURY NOTE, SERIES U 11/15/1994 6.000% N/A 650,000 par 672,547 662,799
U.S.A. TREASURY NOTE, SERIES H 10/15/1998 7.125% N/A 500,000 par 527,500 540,780
U.S.A. TREASURY NOTE, SERIES U 12/31/1997 6.000% N/A 500,000 par 507,656 518,905
U.S.A. TREASURY NOTE, SERIES V 11/30/1996 6.500% N/A 500,000 par 521,875 526,250
FEDERAL HOME LOAN BANKS CONS. 01/25/1995 8.400% N/A 500,000 par 522,812 524,375
FEDERAL NATIONAL MORTGAGE CORP. 02/11/2002 7.500% N/A 325,000 par 357,594 357,701
FEDERAL HOME LOAN MORTGAGE CORP. 09/19/2001 7.900% N/A 500,000 par 566,719 563,125
---------- ----------- ----------
$5,475,000 par $5,752,016 $5,874,240
---------- ----------- ----------
MUTUAL FUND:
FIDELITY TREND FUND N/A N/A N/A 4,529 sh $216,537 $267,543
MFC GERMANY FUND, INC. N/A N/A N/A 3,000 sh 34,813 37,500
MFO CENTURY SHARES TRUST N/A N/A N/A 2,083 sh 40,000 50,083
MFO OAKMARK FUND, HARRIS ASSOC. IN N/A N/A N/A 3,681 sh 54,398 88,090
MFO OAKMARK INTERNATIONAL FUND N/A N/A N/A 7,778 sh 101,760 115,036
---------- ----------- ---------
21,071 sh $447,508 $558,252
---------- ----------- ---------
OTHER COMMON STOCK:
ABBOTT LABORATORIES N/A N/A N/A 8,000 sh $200,512 $237,000
AMERICAN BRANDS, INC. N/A N/A N/A 1,000 sh 35,350 33,250
AMERICAN CYANAMID, INC. N/A N/A N/A 1,000 sh 50,225 50,250
AMERICAN ELECTRIC POWER CO., INC. N/A N/A N/A 1,300 sh 49,667 48,263
</TABLE>
19
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
********************************************************
<CAPTION>
(c)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE
--------------------------------------------------
(b) SHARES, PAR, (e)
IDENTITY OF ISSUE, BORROWER, MATURITY RATE OF OR MATURITY (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY DATE INTEREST COLLATERAL VALUE COST VALUE
--- -------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
OTHER COMMON STOCK (CONTINUED):
ANNHEUSER-BUSCH COMPANIES, INC. N/A N/A N/A 1,000 sh 45,080 49,125
AMERICAN TELEPHONE & TELEGRAPH CO. N/A N/A N/A 500 sh 20,623 26,250
AMERITECH CORP. N/A N/A N/A 600 sh 46,335 46,050
AUTOMATIC DATA PROCESSING, INC. N/A N/A N/A 1,000 sh 49,245 55,250
BELLSOUTH CORP. N/A N/A N/A 1,800 sh 101,844 104,400
BOEING CO. N/A N/A N/A 2,300 sh 86,396 99,475
BRISTOL MYERS SQUIBB CO. N/A N/A N/A 6,000 sh 350,040 349,500
COCA-COLA CO. N/A N/A N/A 1,200 sh 51,246 53,550
COLGATE-PALMOLIVE CO. N/A N/A N/A 300 sh 13,798 18,713
CRAWFORD & CO. N/A N/A N/A 6,000 sh 105,975 96,000
DEAN FOODS CO. N/A N/A N/A 1,000 sh 25,620 32,625
DUPONT, E.I. deNEMOURS & CO. N/A N/A N/A 800 sh 36,588 38,600
EASTMAN KODAK CO. N/A N/A N/A 300 sh 13,236 16,875
FLUOR CORP. N/A N/A N/A 400 sh 17,048 16,200
GENERAL MILLS, INC. N/A N/A N/A 1,000 sh 59,975 60,750
GTE CORP. N/A N/A N/A 900 sh 28,425 31,500
H. J. HEINZ CO. N/A N/A N/A 1,400 sh 50,960 50,225
HILB, ROGAL & HAMILTON CO. N/A N/A N/A 3,000 sh 38,120 37,875
HUBBELL, INC. N/A N/A N/A 1,000 sh 51,912 52,250
INTERNATIONAL BUSINESS MACHINES N/A N/A N/A 800 sh 69,486 45,200
JOHNSON & JOHNSON N/A N/A N/A 5,000 sh 212,195 224,375
K-MART CORP. N/A N/A N/A 1,000 sh 24,600 21,500
KELLOGG CO. N/A N/A N/A 2,000 sh 105,200 113,500
LILLY, ELI & CO. N/A N/A N/A 1,500 sh 82,462 89,062
MLP SERVICEMASTER LTD. PTNR. N/A N/A N/A 750 sh 12,623 20,531
MERCK & CO. N/A N/A N/A 6,600 sh 238,747 226,875
MONSANTO CO. N/A N/A N/A 500 sh 27,300 36,688
MORGAN, J.P. & CO. N/A N/A N/A 700 sh 41,756 48,563
NORDSTROM, INC. N/A N/A N/A 1,000 sh 28,350 33,000
PACIFIC TELESIS GROUP N/A N/A N/A 2,000 sh 104,160 108,500
PFIZER, INC. N/A N/A N/A 2,500 sh 157,375 172,500
PHILLIP MORRIS INC. N/A N/A N/A 4,500 sh 242,909 250,312
PROCTOR & GAMBLE CO. N/A N/A N/A 500 sh 24,612 28,500
SCHERING-PLOUGH CORP. N/A N/A N/A 1,700 sh 101,074 116,450
SOUTHWESTERN BELL CORP. N/A N/A N/A 2,400 sh 100,692 99,600
SYNTEX CORP. N/A N/A N/A 1,000 sh 17,370 15,875
WACHOVIA CORP. N/A N/A N/A 2,000 sh 70,200 67,000
WAL-MART STORES, INC. N/A N/A N/A 1,000 sh 25,935 25,000
WALGREEN CO. N/A N/A N/A 2,500 sh 95,845 102,187
---------- ---------- ----------
81,750 sh $3,311,111 $3,449,194
---------- ---------- ----------
</TABLE>
20
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
********************************************************
<CAPTION>
(c)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE
--------------------------------------------------
(b) SHARES, PAR, (e)
IDENTITY OF ISSUE, BORROWER, MATURITY RATE OF OR MATURITY (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY DATE INTEREST COLLATERAL VALUE COST VALUE
--- -------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CORPORATE BONDS:
ARCHER DANIELS MIDLAND CO. 05/15/2003 6.250% N/A $250,000 par $253,478 $250,920
AMERICAN EXPRESS CORP. 02/01/1995 8.750% N/A 200,000 par 212,560 209,430
AMERICAN HOME PRODUCTS CORP. 04/15/1997 6.875% N/A 250,000 par 261,665 263,960
ATLANTIC RICHFIELD CO. 07/15/1995 10.375% N/A 250,000 par 282,393 271,688
BELLSOUTH TELECOMMUNICATIONS, INC. 02/01/2000 6.500% N/A 250,000 par 262,835 259,665
BOEING CO. 03/01/1996 8.375% N/A 500,000 par 531,995 532,060
BP AMERICA, INC. 12/01/1997 8.875% N/A 250,000 par 261,748 280,195
CAMPBELL SOUP CO. 11/01/1997 9.000% N/A 250,000 par 280,890 282,295
CHESAPEAKE & POTOMAC TELE. CO. 05/01/2003 6.000% N/A 250,000 par 249,068 246,543
COCA COLA CO. 09/15/1998 7.875% N/A 250,000 par 249,230 274,543
E.I. DuPONT deNEMOURS & CO. 10/15/1996 8.450% N/A 250,000 par 257,960 272,875
EXXON CAPITAL CORP. 08/15/1997 7.875% N/A 250,000 par 250,938 272,475
EXXON CAPITAL CORP. 12/01/1995 8.000% N/A 250,000 par 269,725 265,765
FLORIDA POWER CORP. 11/01/1995 4.875% N/A 250,000 par 232,513 249,120
GANNETT, INC. 03/01/1998 5.250% N/A 250,000 par 247,338 248,787
GENERAL ELECTRIC CAPITAL CORP. 11/26/1996 8.750% N/A 250,000 par 267,355 275,635
GENERAL ELECTRIC CO. 05/01/1996 7.875% N/A 250,000 par 268,258 267,088
GENERAL TELEPHONE CO. CALIFORNIA 12/01/1997 6.750% N/A 250,000 par 235,805 251,928
H. J. HEINZ CO. 10/15/1999 6.750% N/A 250,000 par 254,253 262,188
IBM CORP. 11/01/1997 6.375% N/A 250,000 par 250,830 258,115
JOHNSON & JOHNSON 08/15/1995 8.500% N/A 250,000 par 272,315 266,033
KELLOGG CO. 07/15/1997 5.900% N/A 200,000 par 199,570 205,686
KIMBERLY-CLARK CORP. 06/01/1997 9.125% N/A 200,000 par 215,102 223,598
ELI LILLY CO. 11/15/1999 6.750% N/A 250,000 par 255,275 263,125
LOUISVILLE GAS & ELECTRIC CO. 06/01/1998 6.750% N/A 250,000 par 237,960 252,798
MERCK & CO., INC. 05/01/1996 7.750% N/A 250,000 par 252,278 266,390
MOBIL CORP. 12/17/1996 6.500% N/A 250,000 par 258,808 261,335
J. P. MORGAN & CO. 11/15/1998 7.625% N/A 250,000 par 272,280 270,403
NATIONAL RURAL UTILITIES CO-OP 05/15/1997 9.500% N/A 250,000 par 266,790 281,578
NEW ENGLAND TELEPHONE & TELEGRAPH 03/15/2003 6.250% N/A 250,000 par 253,360 251,078
NEW YORK LIFE FUNDING, INC. 05/15/1995 9.250% N/A 256,000 par 272,215 272,069
NORFOLK & SOUTHERN RAILWAY CO. 08/01/1999 6.500% N/A 500,000 par 501,670 522,951
NORTHERN ILLINOIS GAS CO. 02/01/1997 5.500% N/A 300,000 par 298,800 304,005
NORWEST FINANCIAL, INC. 04/15/1998 5.500% N/A 250,000 par 248,155 250,110
OHIO BELL TELEPHONE CO. 05/01/2000 5.750% N/A 150,000 par 151,839 150,888
OKLAHOMA GAS & ELECTRIC CO. 01/01/1997 5.125% N/A 500,000 par 481,050 487,395
PACIFIC NORTHWEST BELL TELEPHONE 12/01/1996 7.500% N/A 250,000 par 265,765 265,475
PACIFIC TELEPHONE & TELEGRAPH CO. 05/01/2000 4.625% N/A 500,000 par 437,855 467,550
PFIZER, INC. 10/01/1996 7.125% N/A 250,000 par 261,272 264,210
PRIVATE EXPORT FUNDING CORP. 01/31/2002 7.300% N/A 500,000 par 550,215 537,870
</TABLE>
21
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
********************************************************
<CAPTION>
(c)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE
--------------------------------------------------
(b) SHARES, PAR, (e)
IDENTITY OF ISSUE, BORROWER, MATURITY RATE OF OR MATURITY (d) CURRENT
(a) LESSOR, OR SIMILAR PARTY DATE INTEREST COLLATERAL VALUE COST VALUE
--- -------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CORPORATE BONDS (CONTINUED):
PROCTOR & GAMBLE CO. 03/15/1995 6.250% N/A 250,000 par 258,620 256,070
ROCKWELL INTERNATIONAL CORP. 02/15/2001 8.375% N/A 250,000 par 288,465 281,493
SHELL OIL CO. 09/15/1995 7.000% N/A 250,000 par 264,125 260,580
SMITHKLINE BEACHAM CORP. 01/26/1996 5.250% N/A 250,000 par 249,882 250,813
SOUTHERN BELL TELEPHONE CO. 09/01/2000 4.750% N/A 500,000 par 438,010 470,865
SOUTHERN CALIFORNIA EDISON CO. 04/15/1999 7.500% N/A 500,000 par 519,675 536,070
SOUTHWESTERN BELL TELEPHONE CO. 06/01/1996 8.300% N/A 500,000 par 533,370 538,945
TAMPA ELECTRIC CO. 05/01/2000 5.750% N/A 250,000 par 250,780 251,480
TEXACO CAPITAL INC. 07/15/1999 6.875% N/A 500,000 par 499,030 524,385
UNION PACIFIC RAILROAD CO. 01/15/1998 6.440% N/A 200,000 par 202,192 207,106
UPJOHN CO. 04/15/2000 5.875% N/A 250,000 par 252,892 251,790
WAL MART STORES, INC. 09/15/1997 5.500% N/A 250,000 par 245,973 252,903
WARNER LAMBERT CO. 09/01/1998 8.000% N/A 250,000 par 270,373 274,275
WORLD BOOK FINANCE INC. 09/01/1996 8.125% N/A 250,000 par 270,787 269,521
----------- ----------- -----------
$15,506,000 par$15,877,585 $16,186,118
----------- ----------- -----------
PLAN TOTAL $77,281,359 $151,684,473
=========== ============
</TABLE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE II
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1993
********************************************************
<CAPTION>
(b)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE
--------------------------------------------------
(a) SHARES, PAR, (c) (d)
IDENTITY OF ISSUE, BORROWER, MATURITY RATE OF OR MATURITY COST OF PROCEEDS OF
LESSOR, OR SIMILAR PARTY DATE INTEREST COLLATERAL VALUE ACQUISITIONS DISPOSITIONS
-------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
COMMON STOCKS:
BORDEN, INC. (1000 SHARES) N/A N/A N/A N/A $25,350 $14,795
EXXON CORP. (500 SHARES) N/A N/A N/A N/A 29,988 32,396
MERRY-GO-ROUND ENTERPRISES, INC.
(2000 SHARES) N/A N/A N/A N/A 25,850 17,589
TANDY CORP. (4000 SHARES) N/A N/A N/A N/A 115,820 164,814
CORPORATE BONDS:
AMERICAN TELEPHONE & TELEGRAPH CO.
($250,000 PAR VALUE) 01/01/1997 5.500% N/A $250,000 245,655 250,000
</TABLE>
23
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
____________
<CAPTION>
Dividend/ Face Value
Interest Date of of Amount of Net Gain
Identity of Party or Investment Involved Rate Maturity Transaction Investment Transaction Cost or (Loss)
- - ---------------------------------------- -------- -------- ---------- ----------- ----------- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases of Investments
- - ------------------------
NONE
Sales of Investments
- - --------------------
NONE
Notes:
- - ------
(A) This schedule lists all transactions or series of transactions which aggregate in excess of 5% of the Fund assets
at the beginning of the current year, as required by the Department of Labor.
(B) The cost and the current value of asset for purchases of investments are not presented as they are the same.
</TABLE>
24
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Schedule II - Allocation of Net Assets Available for Plan
Benefits - Employee's Account by Investment Program
December 31, 1993 and 1992
__________________________
<CAPTION>
1993 1992
----------------------------------- -----------------------------------
Fund "A" Fund "O" Combined Fund "A" Fund "O" Combined
------- ------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Collective Trusts:
Short-term Investment Fund $ 5,240,480 $ 219,143 $ 5,459,623 $ 6,526,512 $ 774,997 $ 7,301,509
Intermediate Bond Fund - - - 3,155,357 - 3,155,357
Old Republic International Corporation:
Common shares - 2,953,920 2,953,920 - 3,247,680 3,247,680
United States Government obligations 5,874,240 - 5,874,240 4,406,564 - 4,406,564
Corporate bonds 16,186,118 - 16,186,118 9,765,715 238,500 10,004,215
Other common stock - 3,449,194 3,449,194 - 1,434,999 1,434,999
Other preferred stock - - - - 17,412 17,412
Mutual funds - 290,709 290,709 - 151,376 151,376
----------- ---------- ----------- ----------- --------- -----------
27,300,838 6,912,966 34,213,804 23,854,148 5,864,964 29,719,112
Contributions receivable:
Employees (4,384) 10,114 5,730 24,827 11,247 36,074
Accrued interest and dividends receivable 401,790 9,883 411,673 275,358 9,938 285,296
----------- ---------- ----------- ----------- ---------- -----------
$27,698,244 $6,932,963 $34,631,207 $24,154,333 $5,886,149 $30,040,482
=========== ========== =========== =========== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Unpaid withdrawal and termination benefits $ 165,954 $ 3,825 $ 169,779 $ 302,655 $ 108,396 $ 411,051
Other payables 15,846 3,808 19,654 23,084 890 23,974
----------- ---------- ----------- ----------- ---------- -----------
Total liabilities 181,800 7,633 189,433 325,739 109,286 435,025
Net assets available for plan benefits 27,516,444 6,925,330 34,441,774 23,828,594 5,776,863 29,605,457
----------- ---------- ----------- ----------- ---------- -----------
$27,698,244 $6,932,963 $34,631,207 $24,154,333 $5,886,149 $30,040,482
=========== ========== =========== =========== ========== ===========
</TABLE>
25
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Schedule II - Allocation of Net Assets Available for Plan
Benefits - Companies' Account by Investment Program
<CAPTION>
December 31, 1993
__________________________
Fund "B" Fund "E" Fund "F" Fund "G" Combined
------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Collective Trusts:
Short-term Investment Fund $ 91,768 $26,002 $ - $ 1 $ 117,771
Intermediate Bond Fund - - 41,592 - 41,592
Old Republic International Corporation:
Series "D" preferred shares 100,711,477 - - - 100,711,477
Common shares 16,332,286 - - - 16,332,286
Mutual funds - - - 267,543 267,543
----------- ------- --------- -------- ------------
117,135,531 26,002 41,592 267,544 117,470,669
Contributions receivable:
Companies 24,909 - - - 24,909
Accrued interest and dividends receivable 320 74 - - 394
------------ ------- --------- -------- -------------
$117,160,760 $26,076 $ 41,592 $267,544 $117,495,972
============ ======= ========= ======== =============
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Notes payable to banks $ 17,384,234 $ - $ - $ - $ 17,384,234
Accrued interest payable 137,676 - - - 137,676
Unpaid administrative expenses 26,436 18 25 157 26,636
------------ ------- --------- -------- ------------
Total liabilities 17,548,346 18 25 157 17,548,546
------------ ------- --------- -------- ------------
Net assets available for plan benefits:
Allocated to participants 86,580,829 26,058 41,567 267,387 86,915,841
Not allocated to participants 13,031,585 - - - 13,031,585
------------ ------- ---------- -------- ------------
Total net assets available for plan
benefits 99,612,414 26,058 41,567 267,387 99,947,426
------------ ------- --------- -------- ------------
$117,160,760 $26,076 $ 41,592 $267,544 $117,495,972
============ ======= ========= ======== ============
</TABLE>
26
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Schedule II - Allocation of Net Assets Available for Plan
Benefits - Companies' Account by Investment Program
<CAPTION>
December 31, 1992
__________________________
Fund "B" Fund "E" Fund "F" Fund "G" Combined
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Collective Trusts:
Short-term Investment Fund $ 21,186 $39,464 $ 367 $ 2 $ 61,019
Intermediate Bond Fund - - 32,237 - 32,237
Old Republic International Corporation:
Series "B" preferred shares 18,756,168 - - - 18,756,168
Series "D" preferred shares 110,726,983 - - - 110,726,983
Common shares 9,225,590 - - - 9,225,590
Mutual funds - - - 169,285 169,285
------------ ------- --------- -------- ------------
138,729,927 39,464 32,604 169,287 138,971,282
Contributions receivable:
Companies 4,375,198 - - - 4,375,198
Accrued interest and dividends receivable 285 115 1 - 401
------------ ------- --------- -------- ------------
$143,105,410 $39,579 $ 32,605 $169,287 $143,346,881
============ ======= ========= ======== ============
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Notes payable to banks $ 22,652,984 $ - $ - $ - $ 22,652,984
Advances from Plan Sponsor 2,299,520 - - - 2,299,520
Accrued interest payable 240,760 - - - 240,760
Unpaid administrative expenses 31,604 - 17 (567) 31,054
------------ ------- ---------- --------- ------------
Total liabilities 25,224,868 - 17 (567) 25,224,318
------------ ------- ---------- --------- ------------
Net assets available for plan benefits:
Allocated to participants 95,171,336 39,579 32,588 169,854 95,413,357
Not allocated to participants 22,709,206 - - - 22,709,206
------------ ------- --------- --------- -------------
Total net assets available for plan
benefits 117,880,542 39,579 32,588 169,854 118,122,563
------------ ------- --------- -------- ------------
$143,105,410 $39,579 $ 32,605 $169,287 $143,346,881
============ ======= ========= ======== ============
</TABLE>
27
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVING AND STOCK OWNERSHIP
Schedule III - Allocation of Changes in Net Assets Available
for Plan Benefits - Employees' Account by Investment Program
for the years ended December 31, 1993 and 1992
<CAPTION>
______________________________
1993 1992
------------------------------------- ------------------------------------
Fund "A" Fund "O" Combined Fund "A" Fund "O" Combined
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 5,599,566 $1,925,543 $ 7,525,109 $ 4,787,662 $1,044,092 $ 5,831,754
Interfund transfers (306,466) 306,466 - (31,486) 31,486 -
Interest income 1,560,158 20,436 1,580,594 1,381,711 58,044 1,439,755
Dividend income - 137,536 137,536 - 78,279 78,279
Net appreciation (depreciation) in
fair value of investments 312,278 (78,176) 234,102 (73,801) 1,180,619 1,106,818
----------- ---------- ---------- ---------- ---------- ----------
7,165,536 2,311,805 9,477,341 6,064,086 2,392,520 8,456,606
----------- ---------- ---------- ---------- ---------- ----------
Termination and withdrawal benefits 3,461,840 1,159,530 4,621,370 2,766,818 527,261 3,294,079
Administrative expenses 15,846 3,808 19,654 13,513 2,319 15,832
----------- ---------- ---------- ---------- -------- ----------
3,477,686 1,163,338 4,641,024 2,780,331 529,580 3,309,911
----------- ---------- ---------- ---------- -------- ----------
NET ADDITIONS (DEDUCTIONS) 3,687,850 1,148,467 4,836,317 3,283,755 1,862,940 5,146,695
Net assets available for plan benefits,
beginning of year 23,828,594 5,776,863 29,605,457 20,544,839 3,913,923 24,458,762
----------- ---------- ----------- ----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $27,516,444 $6,925,330 $34,441,774 $23,828,594 $5,776,863 $29,605,457
=========== ========== =========== =========== ========== ===========
</TABLE>
28
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVING AND STOCK OWNERSHIP
Schedule III - Allocation of Changes in Net Assets Available
for Plan Benefits - Companies' Account by Investment Program
for the year ended December 31, 1993
__________________________
<CAPTION>
Fund "B" Fund "E" Fund "F" Fund "G" Combined
-------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
Additions:
Company contributions $ 1,864,047 $ - $ - $ - $ 1,864,047
Interfund transfers (96,350) 648 10,461 85,241 -
Interest income 32,870 1,097 2,172 77 36,216
Dividend income 3,399,942 - - - 3,399,942
Net appreciation (depreciation) in
fair value of investments (12,158,201) - 413 25,218 (12,132,570)
------------ ------- ----------- -------- -------------
(6,957,692) 1,745 13,046 110,536 (6,832,365)
------------ ------- ----------- -------- -------------
Deductions:
Termination and withdrawal benefits 10,288,463 15,248 4,042 12,846 10,320,599
Interest expense 778,663 - - - 778,663
Net depreciation (appreciation) in
fair value of investments - - - -
Administrative expenses 243,310 18 25 157 243,510
------------ -------- ----------- -------- ------------
11,310,436 15,266 4,067 13,003 11,342,772
------------ -------- ----------- -------- ------------
NET ADDITIONS (DEDUCTIONS) (18,268,128) (13,521) 8,979 97,533 (18,175,137)
Net assets available for plan benefits,
beginning of year 117,880,542 39,579 32,588 169,854 118,122,563
------------ --------- ----------- --------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $99,612,414 $26,058 $ 41,567 $267,387 $99,947,426
============ ========= =========== ========= =============
</TABLE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVING AND STOCK OWNERSHIP
Schedule III - Allocation of Changes in Net Assets Available
for Plan Benefits - Companies' Account by Investment Program
for the year ended December 31, 1992
__________________________
<CAPTION>
Fund "B" Fund "E" Fund "F" Fund "G" Combined
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Additions:
Company contributions $ 4,389,012 $ - $ - $ - $ 4,389,012
Interfund transfers (51,317) 6,909 19,606 24,802 -
Interest income 14,920 1,446 2,479 (5,129) 13,716
Dividend income 3,602,820 - - 1,363 3,604,183
Net appreciation (depreciation) in
fair value of investments 45,462,810 - 307 29,750 45,492,867
------------ -------- -------- -------- -------------
53,418,245 8,355 22,392 50,786 53,499,778
------------ -------- -------- -------- -------------
Deductions:
Termination and withdrawal benefits 4,623,515 723 15,926 28,808 4,668,972
Interest expense 1,230,392 - - - 1,230,392
Net depreciation (appreciation) in
fair value of investments - - - - -
Administrative expenses 277,111 23 23 99 277,256
------------ -------- -------- ------- ------------
6,131,018 746 15,949 28,907 6,176,620
------------ -------- -------- ------- ------------
NET ADDITIONS (DEDUCTIONS) 47,287,227 7,609 6,443 21,879 47,323,158
Net assets available for plan benefits,
beginning of year 70,593,315 31,970 26,145 147,975 70,799,405
------------ -------- -------- -------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $117,880,542 $ 39,579 $ 32,588 $169,854 $118,122,563
============ ======== ======== ======== ============
</TABLE>
30
