<PAGE>
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 1994 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 26, 1995
By:_________/s/A.C.Zucaro____________
(Signature)
President
and
Chief Executive Officer
Total Page: 36
<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, 1994
-------------
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
<PAGE>
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 26, 1995
<PAGE>
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, 1994 AND 1993
<PAGE>
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, 1994 and 1993 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1994 and 1993 3
Notes to Financial Statements 4-16
Supplemental Schedules (Required by the Department of Labor):
Item 31 - Assets and Liabilities at December 31, 1994 and 1993 18
Item 32 - Income, Expenses, and Changes in Net Assets for the
year ended December 31, 1994 19
Item 27a - Schedule I - Schedule of Assets Held for Investment
Purposes at December 31, 1994 20-23
Item 27a - Schedule II - Schedule of Assets Held for Investment
Purposes-Investment Assets Both Acquired and Sold in 1994 24
Item 27d -Schedule of Reportable Transactions for the year
ended December 31, 1994 25
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, 1994
and 1993 26
Companies' Account by Investment Program - December 31, 1994 27
Companies' Account by Investment Program - December 31, 1993 28
Schedule III - Allocation of Changes in Net Assets Available for
Plan Benefits:
Employees' Account by Investment Program - For the years ended
December 31, 1994 and 1993 29
Companies' Account by Investment Program - For the year ended
December 31, 1994 30
Companies' Account by Investment Program - For the year ended
December 31, 1993 31
Note
Supplemental schedules required by the Employee Retirement Income Security Act
of 1974 that have not been included herein are not applicable.
<PAGE>
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, 1994 and 1993, and the related statements of
changes in net assets available for plan benefits for the years then ended.
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, 1994 and 1993, and the changes in net assets available for
plan benefits for each of the two years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles.
As disclosed in Note 1 to the financial statements, Old Republic International
Corporation Series D preferred shares 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 $94,590,890 and
$100,711,477 at December 31, 1994 and 1993 (64.8% and 66.2% 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 L.L.P.
Chicago, Illinois
April 17, 1995
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1994 and 1993
_______________
1994 1993
---------------------------------------- ------------------------------------------
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 $ 9,861,108 $ 123,805 $ 9,984,913 $ 5,459,623 $ 117,771 $ 5,577,394
Intermediate Bond Fund - 71,087 71,087 - 41,592 41,592
Old Republic International Corporation:
Series "D" preferred shares - 94,590,890 94,590,890 - 100,711,477 100,711,477
Common shares 2,774,400 7,413,891 10,188,291 2,953,920 16,332,286 19,286,206
Debentures 14,400 - 14,400 - - -
United States Government obligations 4,788,196 - 4,788,196 5,874,240 - 5,874,240
Corporate bonds 14,885,388 - 14,885,388 16,186,118 - 16,186,118
Other common stock 4,809,782 - 4,809,782 3,449,194 - 3,449,194
Mutual funds 273,224 554,691 827,915 290,709 267,543 558,252
----------- ------------ ------------ ----------- ------------ ------------
37,406,498 102,754,364 140,160,862 34,213,804 117,470,669 151,684,473
Contributions receivable:
Companies - 5,255,167 5,255,167 - 24,909 24,909
Employees 1,896 - 1,896 5,730 - 5,730
Accrued interest and dividends
receivable 466,100 2,948 469,048 411,673 394 412,067
----------- ------------ ------------ ----------- ------------ ------------
$37,874,494 $108,012,479 $145,886,973 $34,631,207 $117,495,972 $152,127,179
=========== ============ ============ =========== ============ ============
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Notes payable to banks $ - $ 16,084,234 $ 16,084,234 $ - $ 17,384,234 $ 17,384,234
Accrued interest payable - 164,026 164,026 - 137,676 137,676
Unpaid withdrawal benefits 1,059,343 - 1,059,343 169,779 - 169,779
Unpaid administrative expenses 45,020 5,211 50,231 19,654 26,636 46,290
----------- ------------ ------------ ----------- ------------ ------------
Total liabilities 1,104,363 16,253,471 17,357,834 189,433 17,548,546 17,737,979
----------- ------------ ------------ ----------- ------------ ------------
Net assets available for plan benefits:
Allocated to participants 36,770,131 82,446,334 119,216,465 34,441,774 86,915,841 121,357,615
Not allocated to participants - 9,312,674 9,312,674 - 13,031,585 13,031,585
----------- ------------ ------------ ----------- ------------ ------------
Total net assets available for
plan benefits 36,770,131 91,759,008 128,529,139 34,441,774 99,947,426 134,389,200
----------- ------------ ------------ ----------- ------------ ------------
$37,874,494 $108,012,479 $145,886,973 $34,631,207 $117,495,972 $152,127,179
=========== ============ ============ =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<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, 1994 and 1993
____________
1994 1993
---------------------------------------- ------------------------------------------
Employees' Companies' Combined Employees' Companies' Combined
Account Account Account Account Account Account
----------- ------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Company contributions $ - $ 5,268,531 $ 5,268,531 $ - $ 1,864,047 $ 1,864,047
Regular employee contributions 7,752,947 - 7,752,947 7,525,109 - 7,525,109
Interest income 1,796,593 33,043 1,829,636 1,580,594 36,216 1,616,810
Dividend income 208,270 3,152,664 3,360,934 137,536 3,399,942 3,537,478
Net appreciation (depreciation) in fair
value of investments (1,630,289) (7,141,410) (8,771,699) 234,102 (12,132,570) (11,898,468)
----------- ------------ ------------ ----------- ------------ ------------
8,127,521 1,312,828 9,440,349 9,477,341 (6,832,365) 2,644,976
----------- ------------ ------------ ----------- ------------ ------------
Deductions:
Termination and withdrawal benefits 5,773,798 8,360,587 14,134,385 4,621,370 10,320,599 14,941,969
Interest expense - 879,687 879,687 - 778,663 778,663
Administrative expenses 25,366 260,972 286,338 19,654 243,510 263,164
----------- ------------ ------------ ----------- ------------ ------------
5,799,164 9,501,246 15,300,410 4,641,024 11,342,772 15,983,796
----------- ------------ ------------ ----------- ------------ ------------
NET ADDITIONS (DEDUCTIONS) 2,328,357 (8,188,418) (5,860,061) 4,836,317 (18,175,137) (13,338,820)
Net assets available for plan benefits,
beginning of year 34,441,774 99,947,426 134,389,200 29,605,457 118,122,563 147,728,020
----------- ------------ ------------ ----------- ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $36,770,131 $ 91,759,008 $128,529,139 $34,441,774 $ 99,947,426 $134,389,200
=========== ============ ============ =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
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).
These financial statements and accompanying notes together provide only
general information about the Plan. Participants should refer to the Plan
agreement for a complete description of the Plan's provision.
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. Investment in Old Republic International
Corporation Series D preferred stock, which has not been registered, is
stated at an appraised value based on an opinion 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.
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).
<PAGE>
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:
<TABLE>
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:
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
---------------------------------------------------------
</TABLE>
. 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.
<PAGE>
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 contri-
bution 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
of $1,272,088, participants were allocated to their Employer Account a
total of $1,860,088 or about 46% more than the amount allocable under
normal circumstances.
<PAGE>
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 received 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
received 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 Services," according to the following table:
Years of Service Vesting Schedule
---------------- ----------------
1 0%
2 0
3 20
4 40
5 60
6 80
7 100
<PAGE>
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
by the Companies on December 31 or terminated service due to retirement on or
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 affted 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.
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>
Assets 1994 1993
------ ---- ----
<S> <C> <C>
Unreleased shares:
Series D preferred shares:
5,877,584 shares at $4.25 $24,979,732
6,603,540 shares at $4.525 $29,881,019
Common Shares:
27,483 shares at $21.25 584,014
30,877 shares at $22.625 698,592
Accrued interest receivable 1,783 320
----------- -----------
Total 25,565,529 30,579,931
----------- -----------
Liabilities
Unpaid loan principal at December 31 16,084,234 17,384,234
Accrued interest expense payable on loans at
December 31 164,026 137,676
Accrued administrative expenses payable 4,595 26,436
----------- -----------
Total 16,252,855 17,548,346
----------- -----------
Unallocated net assets available for
plan benefits $9,312,674 $13,031,585
=========== ===========
</TABLE>
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
3. Investments
Investments held by the Plan at December 31, 1994 and 1993 are summarized as
follows:
<TABLE>
1994 1993
------------------------------------ -----------------------------------
Shares/ Shares/
Units/ Units/
Par Value Cost Fair Value Par Value Cost Fair Value
----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Collective Trusts:
Short-term Investment
Fund 9,984,913 $ 9,984,913 $ 9,984,913 5,577,394 $ 5,577,394 $ 5,577,394
Intermediate Bond Fund 3,642 72,942 71,087 2,048 41,651 41,592
Old Republic Inter-
national Corporation:
Series D-Preferred
Stock 22,256,680 39,537,500 94,590,890 22,256,680 39,537,500 100,711,477
Common Stock* 479,449 3,992,580 10,188,291 852,429 6,736,594 19,286,206
Debentures $15,000 15,360 14,400 - - -
United States Government
obligations $4,825,000 5,079,469 4,788,196 $5,475,000 5,752,016 5,874,240
Corporate bonds $15,506,000 15,877,585 14,885,388 $15,506,000 15,877,585 16,186,118
Other common stock 120,467 4,423,212 4,809,782 81,750 3,311,111 3,449,194
Mutual funds 28,353 783,899 827,915 21,071 447,508 558,252
----------- ------------ ----------- ------------
$79,767,460 $140,160,862 $77,281,359 $151,684,473
=========== ============ =========== ============
</TABLE>
Net appreciation (depreciation) in fair value of investments is broken down as
follows for the years ended December 31:
<TABLE>
1994 1993
---- ----
<S> <C> <C>
Collective Trusts:
Short-term Investment
Fund $ - $ -
Intermediate Bond Fund (1,796) 10,346
Old Republic Inter-
national Corporation:
Series D-Preferred
Stock (6,120,587) (10,015,506)
Common Stock* (1,205,575) (2,433,738)
Debentures (960) -
United States Government
obligations (436,044) 42,582
Corporate bonds (1,300,730) 268,701
Other common stock 305,291 169,814
Mutual funds (11,298) 59,263
Other preferred stock - 70
----------- -------------
$(8,771,699) $(11,898,468)
=========== =============
</TABLE>
* 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.
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
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.
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, 1994 $16,074,234
Shares acquired:
Series B 6,587,958
Series D 22,256,680
Common 29,978
Unreleased shares at
December 31, 1994:
Series D 5,877,584
Common 27,483
===========
Principal due February 1,
1995 $ 6,150,000
1996 3,915,000
1997 2,785,000
1998 3,234,234
-----------
$16,084,234
===========
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. 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.
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
6. Notes Payable to Bank, Continued
On January 26, 1993, the Plan converted all its remaining Series B
preferred shares into common stock of the Corporation (See Note 3).
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.
The Plan renegotiated its loans with the Banks in early 1995. As a
result of these renegotiations, the loan principal payments will be
payable as follows on February 1:
1995 $ 2,150,000
1996 2,815,000
1997 2,785,000
1998 3,234,234
1999 2,600,000
2000 2,500,000
-----------
$16,084,234
===========
The interest rates on the renegotiated bank loans range from 75% to 85%
of prime.
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). The Plan has been amended since receiving the
determination letter. However, the Plan Administrator and the Plan's
Counsel believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, they believe that the Plan was qualified and the related Trust
was tax-exempt as of the financial statement date.
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.
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
7. Tax Status, Continued
Distributions made prior to a Plan participant's death, disability, or
attainment of age 59-1/2 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.
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 59-1/2 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 59-1/2 may not use either the 5-year or 10-year
averaging again after age 59-1/2.
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.
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
7. Tax Status, Continued
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 maximum 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".
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 by pledging Fund "O" assets.
At December 31, 1994 there were 1,600 participants in Fund "O" and 3,377
participants in Fund "A".
Effective January 1, 1995, the Plan set up new Funds which offer
participants the opportunity to further diversify their future and
accumulated contributions (savings) and earnings thereon. The new Funds
are designated as "H", "I", "J", "K" and "L". Directions to change the
Funds to which savings can be directed or transfers from Fund "A" and "O"
can be done on January 1, or July 1 of each year.
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
8. Alternative Investment Funds, Continue
A description of the new investment options, all of which are Mutual
Funds, available for diversification on January 1, 1995, are:
Fund "H" - The Oakmark Fund seeks long-term capital appreciation.
The Fund invests in common stocks and other equity-type
securities. The Fund is appropriate for long-term
investors who can accept the fluctuations in portfolio
value and other risks associated with seeking long-term
capital appreciation through investments in common stocks
and other equity-type securities.
Fund "I" - Fidelity Fund seeks long-term capital growth. To provide
a current return, the fund also seeks current income. The
fund invests mainly in common stock and securities that
are convertible into common stock.
Fund "J" - Vanguard/Windsor II seeks to provide long-term growth of
capital and income. The Fund's secondary objective is to
provide current income. These investment objectives are
fundamental and cannot be changed without the approval of
a majority of the Fund's shareholders.
Fund "K" - T. Rowe Price International Stock Fund seeks long-term
growth of capital through investments primarily in common
stocks of established, non-U.S. companies. The fund
expects to invest substantially all of its assets outside
the U.S. and to diversify broadly among countries
throughout the world, both developed, newly
industrialized, and emerging.
Fund "L" - Benchmark Short-Intermediate Bond Portfolio Fund in
pursuing its investment objective, the Short-Intermediate
Bond Portfolio invests in a broad range of bonds and other
fixed income securities. The Portfolio's dollar weighted
average maturity will be between two and five years. The
Portfolio will invest primarily in investment-grade fixed
income securities of all types and in any proportion, and
may include obligations of the U.S. Government, its
agencies or instrumentalities, obligations of foreign
governments, obligations of U.S. and foreign corporations
and obligations of U.S. and foreign banks. Under normal
market conditions, at least 65% of the Portfolio's total
assets will be invested in bonds, debentures, mortgage and
other asset-related securities, zero coupon bonds and
convertible debentures. The Portfolio may also invest in
short-term notes, bills, commercial paper and certificates
of deposit.
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.
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
8. Alternative Investment Funds, Continue
The investment options available for diversification at December 31, 1994
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, 1994, there were 12 participants in Fund "E", 17
participants in Fund "F" and 74 participants in Fund "G".
Individual statements for each fund described above are contained in
Supplemental Schedules II and III which are included herein by reference.
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.
<PAGE>
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>
1994 1993
---------------------- ----------------------
Partici- Partici-
pants Company pants Company
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Old Republic International Corporation $ 42,951 $ 17,163 $ 34,174 $ 61,417
Old Republic Life Insurance Company 53,771 38,226 56,126 22,883
Old Republic Insurance Company 182,323 133,483 194,943 69,061
International Business & Mercantile
REassurance Company 16,466 11,428 14,697 5,744
Old Republic National Title Insurance
Company & its Subsidiaries and Affiliates 1,268,372 788,852 1,084,428 331,340
Old Republic Insured Credit Services, Inc. 91,970 56,894 108,928 35,139
Brummel Brothers, Inc. 35,204 26,115 29,333 13,477
J. Huell Briscoe & Associates, Inc. 11,215 10,653 12,248 5,975
Old Republic General Services, Inc. 263,222 144,879 258,489 68,148
Old Republic Union Insurance Company 19,025 16,041 17,498 9,659
Old Republic Mortgage Guaranty Group,
Inc. & its Subsidiaries 926,382 566,371 848,119 130,171
Old Republic Title Holdings, Inc.
& its Subsidiaries and affiliates 2,579,936 1,765,957 2,744,526 634,429
Old Republic Asset Management Co. 15,885 10,685 16,135 4,503
Old Republic Dealer Service Corp. 6,909 4,578 14,262 2,578
Phoenix Aviation Managers, Inc. 86,480 55,332 80,568 16,878
Chicago Underwriting Group 75,772 45,869 72,885 15,466
Old Republic Risk Mgmt. Corp. 110,915 73,904 95,507 21,917
Bitco Corp. & its Subsidiaries 513,919 406,558 478,731 130,543
Great West Casualty and Agencies 535,259 465,241 492,345 120,810
Old Republic RE 92,366 59,999 96,165 19,635
Old Republic Home Protection 67,666 43,786 41,261 6,513
Old Republic Surety Group 278,434 197,025 271,119 56,888
Old Republic Standard Group 100,034 50,607 88,866 12,230
Employers General Insurance Group 278,305 214,380 238,955 47,480
Old Republic Minnehoma Insurance Co. 69,567 46,744 87,405 14,161
ORDESCO Inc. 30,599 17,761 47,396 7,002
---------- ---------- ---------- ----------
$7,752,947 $5,268,531 $7,525,109 $1,864,047
========== ========== ========== ==========
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
ASSETS AND LIABILITIES
AT DECEMBER 31, 1993 and 1994
<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
31. Current value of plan assets and liabilities at the beginning and end 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 this 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) | 24,909 | 5,255,167
(2) Participant contributions | (2) | 5,730 | 1,896
(3) Income | (3) | 412,067 | 469,048
(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) | 442,706 | 5,726,111
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) | 5,874,240 | 4,788,196
(4) Corporate debt instruments: (A) Preferred | (4)(A) | 0 | 0
(B) All other | (4)(B) | 16,186,118 | 14,885,388
(5) Corporate stocks: (A) Preferred | (5)(A) | 0 | 0
(B) Common | (5)(B) | 3,449,194 | 4,809,782
(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) | 5,618,986 | 10,056,000
(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) | 558,252 | 827,915
(18)Total. Add lines 31c(1) through 31c(17) > | (18) | 31,686,790 | 35,367,281
d Employer-related investments: (1) Employer securities | d(1) | 119,997,683 | 104,793,581
(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 | 152,127,179 | 145,886,973
| | |
LIABILITIES | | |
g Benefit claims payable | g | 169,779 | 1,059,343
h Operating payables | h | 183,966 | 214,257
i Acquisition indebtedness | i | 17,384,234 | 16,084,234
j Other liabilities | j | 0 | 0
k TOTAL liabilities. Add lines 31g through 31j > | k | 17,737,979 | 17,357,834
| | |
NET ASSETS | | |
l Subtract line 31k from line 31f. > | l | 134,389,200 | 128,529,139
</TABLE>
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
INCOME, EXPENSES, AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
- ----------------------------------------------------------------------------------------------------------------------------------
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) | 5,268,531 |
(B) Participants | (B) | 7,752,947 |
(C) Others | (C) | 0 |
(2) Noncash contributions | (2) | 0 |
(3) Total contributions. Add lines 32a(1)(A),(B),(C)
and line 32a(2). > | (3) | | 13,021,478
b Earnings on investments: | | |
(1) Interest: | | |
(A) Interest-bearing cash (including money marke funds) | b(1)(A) | 360,276 |
(B) Certificates of deposit | (B) | 0 |
(C) U.S. Government securities | (C) | 381,686 |
(D) Corporate debt instruments | (D) | 1,087,674 |
(E) Mortgage loans | (E) | 0 |
(F) Other loans | (F) | 0 |
(G) Other interest | (G) | 0 |
(H) Total interest. Add lines 32b(1)(A) through (G) > | (H) | | 1,829,636
(2) Dividends: (A) Preferred stock | b(2)(A) | 2,883,932 |
(B) Common stock | (B) | 477,002 |
(C) Total dividends. Add lines 32b(2)(A) and (B). > | (C) | | 3,360,934
(3) Rents | (3) | |
(4) Net gain (loss) on sale of assets: (A) Aggregate proceeds | (4)(A) | 10,467,163 |
(B) Aggregate carrying amount (see instructions) | (B) | 5,229,151 |
(C) Subtract (B) from (A) and enter result | (C) | | 5,238,012
(5) Unrealized appreciation (depreciation) of assets | (5) | | (14,009,711)
(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 | | 9,440,349
EXPENSES | | |
e Benefit payment and payments to provide benefits: | | |
(1) Directly to participants or beneficiaries | e(1) | 14,134,385 |
(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) | | 14,134,385
f Interest expense | f | | 879,687
g Administrative expenses: (1) Salaries and allowances | g(1) | 0 |
(2) Accounting fees | (2) | 46,356 |
(3) Actuarial fees | (3) | 0 |
(4) Contract administrator fees | (4) | 0 |
(5) Investment advisory and management fees | (5) | 103,711 |
(6) Legal fees | (6) | 11,271 |
(7) Valuation/appraisal fees | (7) | 5,000 |
(8) Trustees fees/expenses (including travel, seminars,
meetings, etc.) | (8) | 120,000 |
(9) Other | (9) | 0 |
(10)Total administrative fees. Add lines 32g(1) through 32g(9). | (10) | | 286,338
h Total expenses. Add lines 32e(4), 32f, and 32g(10). > | h | | 15,300,410
i Net income (loss). Subtract line 32h from line 32d. > | i | | (5,860,061)
j Transfers to (from) the plan (see instructions) | j | | 0
k Net assets at beginning of year (line 31l, column (a)). | k | | 134,389,200
l Net assets at end of year (line 31l, column (b)). > | l | | 128,529,139
</TABLE>
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN PAGE 1 of 4
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
********************************************************
(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: B
SHORT-TERM INVESTMENT FUND N/A VARIABLE N/A 9,984,913 sh $9,984,913 $9,984,913
============= ------------------------
INTERMEDIATE-TERM BOND FUND N/A VARIABLE N/A 3,642 sh $72,942 $71,087
============= ------------------------
EMPLOYER SECURITIES:
OLD REPUBLIC INTERNATIONAL CORP.:
SERIES D PREFERRED STOCK N/A N/A N/A 22,256,680 sh $39,537,500 $94,590,890
============= ------------------------
COMMON STOCK N/A N/A N/A 479,449 sh $3,992,580 $10,188,291
============= ------------------------
SUBORDINATED CONVERTIBLE
DEBENTURE 08/15/2002 5.750% N/A $15,000 par $15,360 $14,400
============= ------------------------
UNITED STATES GOVERNMENT OBLIGATIONS:
USA TREASURY NOTE; SERIES B 08/15/1997 8.625% N/A $500,000 par $538,750 $509,455
USA TREASURY NOTE; SERIES G 07/15/1998 8.250% N/A 500,000 par 517,188 506,170
USA TREASURY NOTE; SERIES D 11/15/1996 7.250% N/A 500,000 par 499,375 496,095
USA TREASURY NOTE; SERIES Q 12/31/1994 7.625% N/A 500,000 par 520,000 500,000
USA TREASURY NOTE; SERIES H 10/15/1998 7.125% N/A 500,000 par 527,500 489,685
USA TREASURY NOTE; SERIES U 12/31/1997 6.000% N/A 500,000 par 507,656 476,405
USA TREASURY NOTE; SERIES V 11/30/1996 6.500% N/A 500,000 par 521,875 489,610
FEDERAL HOME LOAN BANKS 01/25/1995 8.400% N/A 500,000 par 522,813 500,220
FEDERAL NATIONAL MORTGAGE CORP. 02/11/2002 7.500% N/A 325,000 par 357,594 315,556
FEDERAL HOME LOAN MORTGAGE CORP. 09/19/2001 7.900% N/A 500,000 par 566,719 505,000
------------- ------------------------
$4,825,000 par $5,079,469 $4,788,196
============= ------------------------
MUTUAL FUND:
FIDELITY TREND FUND N/A N/A N/A 10,878 sh $538,435 $554,691
MFC GERMANY FUND, INC. N/A N/A N/A 3,000 sh 34,812 32,250
MFO CENTURY SHARES TRUST N/A N/A N/A 2,083 sh 40,000 45,354
MFO OAKMARK FUND,HARRIS ASSOC.INVEST.TR. N/A N/A N/A 3,962 sh 60,656 91,010
MFO OAKMARK INTERNATIONAL FUND N/A N/A N/A 8,430 sh 109,995 104,610
------------- ------------------------
28,353 sh $783,899 $827,915
============= ------------------------
OTHER COMMON STOCK:
ABBOTT LABORATORIES N/A N/A N/A 8,000 sh $200,512 $261,000
AIRTOUCH COMMUNICATIONS, INC. N/A N/A N/A 2,000 sh 41,487 58,250
AMERICAN BRANDS, INC. N/A N/A N/A 1,000 sh 35,350 37,500
AMERICAN ELECTRIC POWER N/A N/A N/A 1,300 sh 49,667 42,738
</TABLE>
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN PAGE 2 of 4
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
********************************************************
(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):
A.T. & T. CORP. N/A N/A N/A 500 sh $20,623 $25,125
AMERITECH CORP. N/A N/A N/A 4,000 sh 153,050 161,500
ANHEUSER-BUSCH COMPANIES, INC. N/A N/A N/A 1,000 sh 45,080 50,875
AUTOMATIC DATA PROCESSING, INC. N/A N/A N/A 1,000 sh 49,245 58,500
BELLSOUTH CORP. N/A N/A N/A 1,800 sh 101,844 97,425
BOEING CO. N/A N/A N/A 2,300 sh 86,397 108,100
BRISTOL MYERS SQUIBB CO. N/A N/A N/A 6,000 sh 350,040 347,250
COCA-COLA CORP. N/A N/A N/A 1,200 sh 51,246 61,800
COLGATE-PALMOLIVE CO. N/A N/A N/A 300 sh 13,799 19,013
CRAWFORD & CO. N/A N/A N/A 6,000 sh 105,975 94,500
CYTEC INDUSTRIES N/A N/A N/A 142 sh 1,873 5,538
DEAN FOODS CO. N/A N/A N/A 1,000 sh 25,620 29,000
DuPONT, E.I. DeNEMOURS & CO. N/A N/A N/A 800 sh 36,588 44,900
EASTMAN CHEMICAL CO. N/A N/A N/A 75 sh 2,647 3,788
EASTMAN KODAK CO. N/A N/A N/A 300 sh 10,589 14,325
FLUOR CORP. N/A N/A N/A 400 sh 17,048 17,250
GENERAL MILLS, INC. N/A N/A N/A 2,000 sh 111,075 114,250
GTE CORP. N/A N/A N/A 900 sh 28,425 27,338
HEINZ, H.J. CO. N/A N/A N/A 1,400 sh 50,960 51,450
HILB, ROGAL & HAMILTON CO. N/A N/A N/A 7,000 sh 88,520 84,875
HUBBELL, INC. N/A N/A N/A 2,800 sh 147,043 143,500
INTERNATIONAL BUSINESS MACHINES CORP. N/A N/A N/A 800 sh 69,486 58,800
JOHNSON & JOHNSON N/A N/A N/A 7,300 sh 312,188 399,675
K-MART CORP. N/A N/A N/A 1,000 sh 24,600 13,000
KELLOGG CO. N/A N/A N/A 3,000 sh 155,300 174,375
LILLY, ELI & CO. N/A N/A N/A 2,500 sh 130,938 164,063
MERCK & CO., INC. N/A N/A N/A 6,600 sh 238,747 251,625
MLP SERVICEMASTER LIMITED PARTNERSHIP N/A N/A N/A 750 sh 12,623 18,281
MONSANTO CORP. N/A N/A N/A 500 sh 27,300 35,250
MORGAN, J.P. N/A N/A N/A 700 sh 41,756 39,288
NORDSTROM, INC. N/A N/A N/A 1,000 sh 28,350 42,000
PACIFIC TELESIS GROUP N/A N/A N/A 2,000 sh 62,673 57,000
PFIZER, INC. N/A N/A N/A 4,500 sh 277,575 347,625
PHILLIP MORRIS COMPANIES, INC. N/A N/A N/A 4,500 sh 242,909 258,750
PROCTOR & GAMBLE CO. N/A N/A N/A 500 sh 24,613 31,000
RUBBERMAID, INC. N/A N/A N/A 9,000 sh 246,498 258,750
SCHERING-PLOUGH CORP. N/A N/A N/A 1,700 sh 101,074 125,800
SOUTHWESTERN BELL CORP. N/A N/A N/A 2,400 sh 100,693 96,900
THE NORTHERN TRUST CO. N/A N/A N/A 2,000 sh 81,000 70,000
TWENTIETH CENTURY INDUSTRIES N/A N/A N/A 5,000 sh 59,988 52,500
WACHOVIA CORP. N/A N/A N/A 5,000 sh 166,500 161,250
WAL-MART STORES, INC. N/A N/A N/A 4,000 sh 97,860 85,000
WALGREEN CO. N/A N/A N/A 2,500 sh 95,845 109,063
------------- -------------------------
120,467 sh $4,423,212 $4,809,782
============= -------------------------
</TABLE>
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN PAGE 3 of 4
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
********************************************************
(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:
A AMERICAN EXPRESS CREDIT CORP. 02/01/1995 8.750% N/A $200,000 par $212,560 $200,302
A AMERICAN HOME PRODUCTS CORP. 04/15/1997 6.875% N/A 250,000 par 261,665 242,940
A ARCHER DANIELS MIDLAND CO. 05/15/2003 6.250% N/A 250,000 par 253,478 219,882
A ATLANTIC RICHFIELD CO. 07/15/1995 10.375% N/A 250,000 par 282,393 253,940
A BELLSOUTH TELECOMMUNICATIONS, INC. 02/01/2000 6.500% N/A 250,000 par 262,835 233,273
A BOEING CO., INC. 03/01/1996 8.375% N/A 500,000 par 531,995 502,750
A BP AMERICA, INC. 12/01/1997 8.875% N/A 250,000 par 261,748 253,715
A CAMPBELL SOUP CO. 11/01/1997 9.000% N/A 250,000 par 280,890 255,013
A CHESAPEAKE & POTOMAC TELE. CO. of CALIF. 05/01/2003 6.000% N/A 250,000 par 249,068 216,953
A COCA COLA CO. 09/15/1998 7.875% N/A 250,000 par 249,230 247,438
A DU PONT,E.I. DeNEMOURS & CO. 10/15/1996 8.450% N/A 250,000 par 257,960 251,610
A EXXON CAPITAL CORP. 12/01/1995 8.000% N/A 250,000 par 269,725 250,950
A EXXON CAPITAL CORP. 08/15/1997 7.875% N/A 250,000 par 250,938 248,315
A FLORIDA POWER CORP. 11/01/1995 4.875% N/A 250,000 par 232,513 243,310
A GANNETT, INC. 03/01/1998 5.250% N/A 250,000 par 247,338 229,580
A GENERAL ELECTRIC CAPITAL CORP. 11/26/1996 8.750% N/A 250,000 par 267,355 252,975
A GENERAL ELECTRIC CO. 05/01/1996 7.875% N/A 250,000 par 268,258 249,960
A GENERAL TELEPHONE CO. of CALIFORNIA 12/01/1997 6.750% N/A 250,000 par 235,805 239,375
A HEINZ, H. J. CO. 10/15/1999 6.750% N/A 250,000 par 254,253 235,513
A INTERNATIONAL BUSINESS MACHINES CORP. 11/01/1997 6.375% N/A 250,000 par 250,830 238,825
A JOHNSON & JOHNSON 08/15/1995 8.500% N/A 250,000 par 272,315 251,760
A KELLOGG CO. 07/15/1997 5.900% N/A 200,000 par 199,570 190,068
A KIMBERLY-CLARK CORP. 06/01/1997 9.125% N/A 200,000 par 215,102 203,750
A LILLY, ELI CO. 11/15/1999 6.750% N/A 250,000 par 255,275 235,428
A LOUISVILLE GAS & ELEC. CO. 1st MORTGAGE 06/01/1998 6.750% N/A 250,000 par 237,960 235,245
A MERCK & CO., INC. 05/01/1996 7.750% N/A 250,000 par 252,278 249,788
A MOBIL CORP. 12/17/1996 6.500% N/A 250,000 par 258,808 243,385
A MORGAN, J.P. & CO. 11/15/1998 7.625% N/A 250,000 par 272,280 244,968
A NATIONAL RURAL UTIL. COOP FIN. CORP. 05/15/1997 9.500% N/A 250,000 par 266,790 256,403
A NEW ENGLAND TELEPHONE & TELEGRAPH CO. 03/15/2003 6.250% N/A 250,000 par 253,360 218,548
A NEW YORK LIFE FUNDING, INC. 05/15/1995 9.250% N/A 256,000 par 272,215 257,894
A NORFOLK & SO.RWY.CO.SER.D EQUIP.TR.CERTS. 08/01/1999 6.500% N/A 500,000 par 501,670 468,155
A NORTHERN ILLINOIS GAS CO. 02/01/1997 5.500% N/A 300,000 par 298,800 285,645
A NORWEST FINANCIAL, INC. 04/15/1998 5.500% N/A 250,000 par 248,155 230,375
A OHIO BELL TELEPHONE CO. 05/01/2000 5.750% N/A 150,000 par 151,839 134,782
A OKLAHOMA GAS & ELEC.CO.1st MORT.SINK.FUND 01/01/1997 5.125% N/A 500,000 par 481,050 469,120
A PACIFIC NORWEST BELL TELEPHONE CO. 12/01/1996 7.500% N/A 250,000 par 265,765 249,402
A PACIFIC TELEPHONE & TELEGRAPH CO. 05/01/2000 4.625% N/A 500,000 par 437,855 423,565
A PFIZER INC. 10/01/1996 7.125% N/A 250,000 par 261,273 246,652
A PRIVATE EXPORT FUNDING CORP. 01/31/2002 7.300% N/A 500,000 par 550,215 478,145
A PROCTOR & GAMBLE CO. 03/15/1995 6.250% N/A 250,000 par 258,620 250,090
A ROCKWELL INTERNATIONAL CORP. 02/15/2001 8.375% N/A 250,000 par 288,465 249,805
A SHELL OIL CO. 09/15/1995 7.000% N/A 250,000 par 264,125 249,458
A SMITHKLINE BEECHAM CORP. 01/26/1996 5.250% N/A 250,000 par 249,883 243,702
A SOUTHERN BELL TELEPHONE & TELGRAPH CO. 09/01/2000 4.750% N/A 500,000 par 438,010 418,960
</TABLE>
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN PAGE 4 of 4
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
********************************************************
(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):
A SOUTHERN CALIFORNIA EDISON CO. 04/15/1999 7.500% N/A 500,000 par 519,675 485,645
A SOUTHWESTERN BELL TELEPHONE CO. 06/01/1996 8.300% N/A 500,000 par 533,370 502,695
A TAMPA ELECTRIC CO. 05/01/2000 5.750% N/A 250,000 par 250,780 225,035
A TEXACO CAPITAL INC. 07/15/1999 6.875% N/A 500,000 par 499,030 472,670
A UNION PACIFIC RAILROAD CO. 01/15/1998 6.440% N/A 200,000 par 202,192 190,154
A UPJOHN CO. 04/15/2000 5.875% N/A 250,000 par 252,893 225,230
A WAL-MART STORES CO. 09/15/1997 5.500% N/A 250,000 par 245,973 234,518
A WARNER LAMBERT 09/01/1998 8.000% N/A 250,000 par 270,373 247,640
A WORLD BOOK FINANCE, INC. 09/01/1996 8.125% N/A 250,000 par 270,788 250,092
------------- --------------------------
$15,506,000 par $15,877,585 $14,885,388
============= --------------------------
PLAN TOTAL $79,767,460 $140,160,862
==========================
</TABLE>
<PAGE>
<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-
INVESTMENT ASSETS BOTH ACQUIRED AND SOLD IN 1994
DECEMBER 31, 1994
*********************************************************
(b)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE
(a) -------------------------------------------------- (c) (d)
IDENTITY OF ISSUE, BORROWER, MATURITY RATE OF PAR OR COST OF PROCEEDS OF
LESSOR, OR SIMILAR PARTY DATE INTEREST COLLATERAL MATURITY VALUE ACQUISITIONS DISPOSITIONS
-------------------------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
MUTUAL FUNDS:
HERITAGE-PULLMAN BANK
INSTITUTIONAL LIQUID ASSETS N/A DAILY N/A $1,742,050 $1,742,050 $1,742,050
</TABLE>
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1994
____________
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
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)
- ---------------------------------------- --------- -------- ----------- ---------- ----------- ------ ---------
Purchases of Investments
- ------------------------
NONE
Sales of Investments
- --------------------
NONE
</TABLE>
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.
<PAGE>
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, 1994 and 1993
__________________________
<TABLE>
1994 1993
------------------------------------ ------------------------------------
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 $ 9,106,298 $ 754,810 $ 9,861,108 $ 5,240,480 $ 219,143 $ 5,459,623
Old Republic International Corporation:
Common shares - 2,774,400 2,774,400 - 2,953,920 2,953,920
Debentures - 14,400 14,400 - - -
United States Government obligations 4,788,196 - 4,788,196 5,874,240 - 5,874,240
Corporate bonds 14,885,388 - 14,885,388 16,186,118 - 16,186,118
Other common stock - 4,809,782 4,809,782 - 3,449,194 3,449,194
Mutual funds - 273,224 273,224 - 290,709 290,709
----------- ---------- ----------- ----------- ---------- -----------
28,779,882 8,626,616 37,406,498 27,300,838 6,912,966 34,213,804
Contributions receivable:
Employees (6,511) 8,407 1,896 (4,384) 10,114 5,730
Accrued interest and dividends receivable 445,447 20,653 466,100 401,790 9,883 411,673
----------- ---------- ----------- ----------- ---------- -----------
$29,218,818 $8,655,676 $37,874,494 $27,698,244 $6,932,963 $34,631,207
=========== ========== =========== =========== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Unpaid withdrawal and termination benefits $ 749,982 $ 309,361 $ 1,059,343 $ 165,954 $ 3,825 $ 169,779
Other payables 35,750 9,270 45,020 15,846 3,808 19,654
----------- ---------- ----------- ----------- ---------- -----------
Total liabilities 785,732 318,631 1,104,363 181,800 7,633 189,433
----------- ---------- ----------- ----------- ---------- -----------
Net assets available for plan benefits 28,433,086 8,337,045 36,770,131 27,516,444 6,925,330 34,441,774
----------- ---------- ----------- ----------- ---------- -----------
$29,218,818 $8,655,676 $37,874,494 $27,698,244 $6,932,963 $34,631,207
=========== ========== =========== =========== ========== ===========
</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
December 31, 1994
__________________________
<TABLE>
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 $ 99,597 $24,207 $ - $ 1 $ 123,805
Intermediate Bond Fund - - 71,087 - 71,087
Old Republic International Corporation:
Series "D" preferred shares 94,590,890 - - - 94,590,890
Common shares 7,413,891 - - - 7,413,891
Mutual funds - - - 554,691 554,691
------------ ------- --------- -------- ------------
102,104,378 24,207 71,087 554,692 102,754,364
Contributions receivable:
Companies 5,255,167 - - - 5,255,167
Accrued interest and dividends receivable 1,782 117 89 960 2,948
------------ ------- --------- -------- ------------
$107,361,327 $24,324 $ 71,176 $555,652 $108,012,479
============ ======= ========= ======== ============
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Notes payable to banks $ 16,084,234 $ - $ - $ - $ 16,084,234
Accrued interest payable 164,026 - - - 164,026
Unpaid administrative expenses 4,595 39 71 506 5,211
------------ ------- --------- -------- ------------
Total liabilities 16,252,855 39 71 506 16,253,471
------------ ------- --------- -------- ------------
Net assets available for plan benefits:
Allocated to participants 81,795,798 24,285 71,105 555,146 82,446,334
Not allocated to participants 9,312,674 - - - 9,312,674
------------ ------- --------- -------- ------------
Total net assets available for plan
benefits 91,108,472 24,285 71,105 555,146 91,759,008
------------ ------- --------- -------- ------------
$107,361,327 $24,324 $ 71,176 $555,652 $108,012,479
============ ======= ========= ======== ============
</TABLE>
<PAGE>
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
December 31, 1993
__________________________
<TABLE>
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>
<PAGE>
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, 1994 and 1993
______________________________
<TABLE>
1994 1993
------------------------------------- -------------------------------------
Fund "A" Fund "O" Combined Fund "A" Fund "O" Combined
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $ 5,545,240 $2,207,707 $ 7,752,947 $ 5,599,566 $1,925,543 $ 7,525,109
Interfund transfers (58,655) 58,655 - (306,466) 306,466 -
Interest income 1,776,051 20,542 1,796,593 1,560,158 20,436 1,580,594
Dividend income - 208,270 208,270 - 137,536 137,536
Net appreciation (depreciation) in
fair value of investments (1,736,774) 106,485 (1,630,289) 312,278 (78,176) 234,102
----------- ---------- ----------- ----------- ---------- -----------
5,525,862 2,601,659 8,127,521 7,165,536 2,311,805 9,477,341
----------- ---------- ----------- ----------- ---------- -----------
Termination and withdrawal benefits 4,589,316 1,184,482 5,773,798 3,461,840 1,159,530 4,621,370
Administrative expenses 19,904 5,462 25,366 15,846 3,808 19,654
----------- ---------- ----------- ----------- ---------- ----------
4,609,220 1,189,944 5,799,164 3,477,686 1,163,338 4,641,024
----------- ---------- ----------- ----------- ---------- ----------
NET ADDITIONS (DEDUCTIONS) 916,642 1,411,715 2,328,357 3,687,850 1,148,467 4,836,317
Net assets available for plan benefits,
beginning of year 27,516,444 6,925,330 34,441,774 23,828,594 5,776,863 29,605,457
----------- ---------- ----------- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $28,433,086 $8,337,045 $36,770,131 $27,516,444 $6,925,330 $34,441,774
=========== ========== =========== =========== ========== ===========
</TABLE>
<PAGE>
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, 1994
__________________________
<TABLE>
Fund "B" Fund "E" Fund "F" Fund "G" Combined
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Additions:
Company contributions $ 5,268,531 $ - $ - $ - $ 5,268,531
Interfund transfers (367,607) 12,310 32,831 322,466 -
Interest income 20,524 1,182 3,119 8,218 33,043
Dividend income 3,150,704 - - 1,960 3,152,664
Net appreciation (depreciation) in
fair value of investments (7,146,643) - (1,795) 7,028 (7,141,410)
------------ -------- -------- -------- ------------
925,509 13,492 34,155 339,672 1,312,828
------------ -------- -------- -------- ------------
Deductions:
Termination and withdrawal benefits 8,289,208 15,244 4,571 51,564 8,360,587
Interest expense 879,687 - - - 879,687
Administrative expenses 260,556 21 46 349 260,972
------------ -------- -------- -------- ------------
9,429,451 15,265 4,617 51,913 9,501,246
------------ -------- -------- -------- ------------
NET ADDITIONS (DEDUCTIONS) (8,503,942) (1,773) 29,538 287,759 (8,188,418)
Net assets available for plan benefits,
beginning of year 99,612,414 26,058 41,567 267,387 99,947,426
------------ -------- -------- -------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $ 91,108,472 $ 24,285 $ 71,105 $555,146 $ 91,759,008
============ ======== ======== ======== ============
</TABLE>
<PAGE>
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
__________________________
<TABLE>
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
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>
