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 1995 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: April 22, 1996 By _________/s/ A. C. Zucaro__________
-------------- (Signature)
A. C. Zucaro
President
and
Chief Executive Officer
Total Pages: 37
---------------
<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, 1995
____________
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: April 22, 1996
<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, 1995 AND 1994
<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, 1995 and 1994 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1995 and 1994 3
Notes to Financial Statements 4-24
Supplemental Schedules (Required by the Department of Labor):
Item 31 - Assets and Liabilities at December 31, 1995 and 1994 26
Item 32 - Income, Expenses, and Changes in Net Assets for the
year ended December 31, 1995 27
Item 27a - Schedule I - Schedule of Assets Held for Investment
Purposes at December 31, 1995 28-30
Item 27a - Schedule II - Schedule of Assets Held for Investment
Purposes-Investment Assets Both Acquired and Sold in 1995 31
Item 27d -Schedule of Reportable Transactions for the year ended
December 31, 1995 32
Supplemental Schedules (Required by the Securities Exchange Commission):
Schedules I, II and III have been omitted because the required information is
shown in the financial statements or notes thereto.
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, 1995 and 1994, 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 stan-
dards. 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, 1995 and 1994, and the changes in net assets available for
plan benefits for each of the two years in the period ended December 31, 1995,
in conformity with generally accepted accounting principles.
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 5, 1996
1
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and 1994
_______________
1995 1994
------------------------------------------ -----------------------------------------
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 $ 6,395,015 $ 647,798 $ 7,042,813 $ 9,861,108 $ 123,805 $ 9,984,913
Old Republic International Corporation:
Series "D" preferred shares - 158,022,428 158,022,428 - 94,590,890 94,590,890
Common shares 4,634,880 11,242,424 15,877,304 2,774,400 7,413,891 10,188,291
Debentures 20,250 - 20,250 14,400 - 14,400
United States Government obligations 10,430,913 - 10,430,913 4,788,196 - 4,788,196
Corporate bonds 18,946,969 - 18,946,969 14,885,388 - 14,885,388
Other common stock 210,750 - 210,750 4,809,782 - 4,809,782
Mutual funds (See Note 1.E.) 5,916,421 825,455 6,741,876 273,224 625,778 899,002
----------- ------------ ------------ ----------- ------------ ------------
46,555,198 170,738,105 217,293,303 37,406,498 102,754,364 140,160,862
Contributions receivable:
Companies - 1,296,847 1,296,847 - 5,255,167 5,255,167
Employees 151,280 - 151,280 1,896 - 1,896
Accrued interest and dividends receivable 586,455 5,035 591,490 466,100 2,948 469,048
----------- ------------ ------------ ----------- ------------ ------------
$47,292,933 $172,039,987 $219,332,920 $37,874,494 $108,012,479 $145,886,973
=========== ============ ============ =========== ============ ============
LIABILITIES AND NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Notes payable to banks $ - $ 13,934,234 $ 13,934,234 $ - $ 16,084,234 $ 16,084,234
Accrued interest payable - 159,540 159,540 - 164,026 164,026
Unpaid withdrawal benefits 466,413 - 466,413 1,059,343 - 1,059,343
Unpaid administrative expenses 30,865 (6,633) 24,232 45,020 5,211 50,231
----------- ------------ ------------ ----------- ------------ ------------
Total liabilities 497,278 14,087,141 14,584,419 1,104,363 16,253,471 17,357,834
----------- ------------ ------------ ----------- ------------ ------------
Net assets available for plan benefits:
Allocated to participants 46,795,655 136,217,086 183,012,741 36,770,131 82,446,334 119,216,465
Not allocated to participants - 21,735,760 21,735,760 - 9,312,674 9,312,674
----------- ------------ ------------ ----------- ------------ ------------
Total net assets available for
plan benefits 46,795,655 157,952,846 204,748,501 36,770,131 91,759,008 128,529,139
----------- ------------ ------------ ----------- ------------ ------------
$47,292,933 $172,039,987 $219,332,920 $37,874,494 $108,012,479 $145,886,973
=========== ============ ============ =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
2
<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, 1995 and 1994
____________
1995 1994
--------------------------------------- ----------------------------------------
Employees' Companies' Combined Employees' Companies' Combined
Account Account Account Account Account Account
----------- ------------ ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Additions:
Company contributions $ - $ 1,304,571 $ 1,304,571 $ - $ 5,268,531 $ 5,268,531
Regular employee contributions 7,723,910 - 7,723,910 7,752,947 - 7,752,947
Interest income 1,994,859 178,426 2,173,285 1,796,593 33,043 1,829,636
Dividend income 261,786 3,052,706 3,314,492 208,270 3,152,664 3,360,934
Net appreciation (depreciation) in fair
value of investments 5,160,425 68,189,549 73,349,974 (1,630,289) (7,141,410) (8,771,699)
----------- ------------ ------------ ----------- ------------ ------------
15,140,980 72,725,252 87,866,232 8,127,521 1,312,828 9,440,349
----------- ------------ ------------ ----------- ------------ ------------
Deductions:
Termination and withdrawal benefits 5,084,591 5,341,444 10,426,035 5,773,798 8,360,587 14,134,385
Interest expense - 978,107 978,107 - 879,687 879,687
Administrative expenses 30,865 211,863 242,728 25,366 260,972 286,338
----------- ------------ ------------ ----------- ------------ ------------
5,115,456 6,531,414 11,646,870 5,799,164 9,501,246 15,300,410
----------- ------------ ------------ ----------- ------------ ------------
NET ADDITIONS (DEDUCTIONS) 10,025,524 66,193,838 76,219,362 2,328,357 (8,188,418) (5,860,061)
Net assets available for plan benefits,
beginning of year 36,770,131 91,759,008 128,529,139 34,441,774 99,947,426 134,389,200
----------- ------------ ------------ ----------- ------------ ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $46,795,655 $157,952,846 $204,748,501 $36,770,131 $ 91,759,008 $128,529,139
=========== ============ ============ =========== ============ ============
</TABLE>
See accompanying notes to financial statements.
3
<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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions and deductions
during the reporting period. Actual results could differ from those
estimates.
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.
Securities traded over-the-counter, such as common stocks, corporate
bonds and U.S. Government obligations, 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 is not
registered, is stated at fair value as determined by the Board of
Directors, based on appraisals received from an investment banker.
However, because of the inherent uncertainty of the valuation, the Board
of Directors' estimate of fair value may differ significantly from the
value that would have been used had a ready market existed for the
securities, and the differences could be material. Such preferred shares
amount to $158,022,428 and $94,590,890 at December 31, 1995 and 1994
(72.0% and 64.8% respectively of total plan assets). 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.
The investments in common stock and Series D preferred stock of Old
Republic International Corporation have not been adjusted, as to number
of shares, to reflect a 50% stock dividend declared on March 14, 1996.
4
<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
-------------
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).
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.
5
<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.
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.
E. Reclassification
----------------
The investment titled Collective Trust - Intermediate Bond Fund in the
1994 Financial Statements has been reclassified to Mutual Funds in the
1995 Financial Statements. The amount involved was $71,087.
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.
6
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
2. Benefits, Continued
-------------------
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
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.
7
<PAGE>
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>
Assets 1995 1994
------ ---- ----
<S> <C> <C>
Unreleased shares:
Series D preferred shares:
4,929,467 shares at $7.10 $ 34,999,216
5,877,584 shares at $4.25 $ 24,979,732
Common Shares:
23,050 shares at $35.50 818,275
27,483 shares at $21.25 584,014
Accrued interest receivable 4,853 1,783
------------ ------------
Total 35,822,344 25,565,529
------------ ------------
Liabilities
-----------
Unpaid loan principal at December 31 13,934,234 16,084,234
Accrued interest expense payable on
loans at December 31 159,540 164,026
Accrued administrative expenses
payable (prepaid) (7,190) 4,595
------------ ------------
Total 14,086,584 16,252,855
------------ ------------
Unallocated net assets available
for plan benefits $ 21,735,760 $ 9,312,674
============ ============
8
<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, 1995 and 1994 are summarized
as follows:
</TABLE>
<TABLE>
1995 1994
---------------------------------- ----------------------------------
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 7,042,813 $ 7,042,813 $ 7,042,813 9,984,913 $ 9,984,913 $ 9,984,913
Old Republic Inter-
national Corporation:
Series D-Preferred
Stock 22,256,680 39,537,500 158,022,428 22,256,680 39,537,500 94,590,890
Common Stock 447,248 3,755,629 15,877,304 479,449 3,992,580 10,188,291
Debentures $15,000 15,360 20,250 $15,000 15,360 14,400
United States Government
obligations $10,075,000 10,338,133 10,430,913 $4,825,000 5,079,469 4,788,196
Corporate bonds $18,467,000 18,955,323 18,946,969 $15,506,000 15,877,585 14,885,388
Other common stock 10,500 229,225 210,750 120,467 4,423,212 4,809,782
Mutual funds (See Note 315,161 5,909,589 6,741,876 31,995 856,841 899,002
1.E.)
----------- ------------ ----------- ------------
$85,783,572 $217,293,303 $79,767,460 $140,160,862
=========== ============ =========== ============
</TABLE>
Net appreciation (depreciation) in fair value of investments is broken down
as follows for the years ended December 31:
<TABLE>
1995 1994
---- ----
<S> <C> <C>
Collective Trusts:
Short-term Investment
Fund $ - $ -
Old Republic Inter-
national Corporation:
Series D-Preferred
Stock 63,431,538 (6,120,587)
Common Stock 6,486,459 (1,205,575)
Debentures 5,850 (960)
United States Government
obligations 341,240 (436,044)
Corporate bonds 875,378 (1,300,730)
Other common stock 1,091,292 305,291
Mutual funds (See Note 1.E.) 1,118,217 (13,094)
----------- -----------
$73,349,974 $(8,771,699)
=========== ===========
</TABLE>
9
<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, 1995 $13,934,234
Shares acquired:
Series B 6,587,958
Series D 22,256,680
Common 29,978
Unreleased shares at
December 31, 1995:
Series D 4,929,467
Common 23,050
===========
Principal due April 30,
1996 $ 2,815,000
1997 2,785,000
1998 3,234,234
1999 2,600,000
2000 2,500,000
-----------
$13,934,234
===========
10
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
6. Notes Payable to Bank, Continued
--------------------------------
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.
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 are payable as stated
earlier in this footnote. In addition, the payment date was switched from
February 1, to April 30, of the years payments are due. The interest rates
on the renegotiated bank loans range from 75% to 85% of the Prime Rate.
The carrying amounts of the notes payable approximates their fair value.
7. Tax Status
----------
The Internal Revenue Service on April 25, 1995, issued a determination letter
stating that the Plan, as amended through December 1, 1994, was qualified
under Section 401 of the Internal Revenue Code and the Plan was exempt under
the provisions of Section 501(a).
11
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
7. Tax Status, Continued
---------------------
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 59-1/2 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.
12
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
7. Tax Status, Continued
---------------------
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.
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.
13
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
8. Contributions
Contributions by the Participants and by Participating Companies were as
follows for the years shown:
<TABLE>
1995 1994
---------------------- ----------------------
Partici- Partici-
pants Company pants Company
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Old Republic International Corporation $ 43,100 $ 5,320 $ 42,951 $ 17,163
Old Republic Life Insurance Company 54,227 9,610 53,771 38,226
Old Republic Insurance Company 190,358 34,326 182,323 133,483
International Business & Mercantile
REassurance Company 15,776 3,069 16,466 11,428
Old Republic National Title Insurance
Company & its Subsidiaries and Affiliates 1,175,222 182,957 1,268,372 788,852
Old Republic Insured Credit Services, Inc. 100,163 16,087 91,970 56,894
Brummel Brothers, Inc. 33,351 6,505 35,204 26,115
J. Huell Briscoe & Associates, Inc. 14,544 3,277 11,215 10,653
Old Republic General Services, Inc. 334,834 39,644 263,222 144,879
Old Republic Union Insurance Company 20,240 3,988 19,025 16,041
Old Republic Mortgage Guaranty Group,
Inc. & its Subsidiaries 929,585 155,895 926,382 566,371
Old Republic Title Holdings, Inc.
& its Subsidiaries and affiliates 2,206,479 386,706 2,579,936 1,765,957
Old Republic Asset Management Co. 20,748 4,361 15,885 10,685
Old Republic Dealer Service Corp. 9,936 1,987 6,909 4,578
Phoenix Aviation Managers, Inc. 96,378 14,615 86,480 55,332
Chicago Underwriting Group 91,507 13,907 75,772 45,869
Old Republic Risk Mgmt. Corp. 139,098 19,200 110,915 73,904
Bitco Corp. & its Subsidiaries 536,257 99,436 513,919 406,558
Great West Casualty and Agencies 598,226 128,542 535,259 465,241
Old Republic RE 108,669 16,726 92,366 59,999
Old Republic Home Protection 70,372 12,312 67,666 43,786
Old Republic Surety Group 313,667 45,826 278,434 197,025
Old Republic Standard Group 145,071 13,938 100,034 50,607
Employers General Insurance Group 370,691 71,859 278,305 214,380
Old Republic Minnehoma Insurance Co. 55,253 9,379 69,567 46,744
ORDESCO Inc. 15,205 1,133 30,599 17,761
Church Rickards, Whitlock & Co. 34,953 3,966 - -
---------- ---------- ---------- ----------
$7,723,910 $1,304,571 $7,752,947 $5,268,531
========== ========== ========== ==========
</TABLE>
9. 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".
14
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
9. 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 by pledging Fund "O" assets.
At December 31, 1995 there were 3,251 participants in Fund "A" and 1,630
participants in Fund "O".
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. At December 31, 1995,
there were 282, 353, 447, 378 and 59 participants in Funds "H", "I", "J",
"K" and "L", respectively.
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.
15
<PAGE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
__________
9. Alternative Investment Funds, Continued
---------------------------------------
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.
The investment options available for diversification at December 31, 1995
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, 1995, there were 16 participants in Fund "E", 19 participants
in Fund "F" and 73 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.
Statements for each fund described above follow (Fund "B" is employer
directed only and is included for informational purposes only):
16
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Allocation of Net Assets Available for Plan
Benefits - Employee's Account by Investment Program
December 31, 1995
__________________________
Fund "A" Fund "O" Fund "H" Fund "I" Fund "J" Fund "K" Fund "L" Combined
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value:
Collective Trusts:
Short-term Investment Fund $4,501,568 $1,848,899 $ 8,172 $ 21,748 $ 8,008 $ 4,176 $ 2,444 $ 6,395,015
Old Republic
International Corporation:
Common shares - 4,634,880 - - - - - 4,634,880
Debentures - 20,250 - - - - - 20,250
United States
Government obligations 5,771,312 4,659,601 - - - - - 10,430,913
Corporate bonds 18,946,969 - - - - - - 18,946,969
Other common stock - 210,750 - - - - - 210,750
Mutual funds - 235,644 1,338,088 1,344,401 1,853,004 1,008,251 137,033 5,916,421
---------- ---------- ---------- --------- ---------- ---------- ---------- ----------
29,219,849 11,610,024 1,346,260 1,366,149 1,861,012 1,012,427 139,477 46,555,198
Contributions receivable:
Employees 94,994 26,925 4,960 7,113 9,881 6,536 871 151,280
Accrued interest and
dividends receivable 489,155 97,120 37 56 55 27 5 586,455
----------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
$29,803,998 $11,734,069 $1,351,257 $1,373,318 $1,870,948 $1,018,990 $ 140,353 $47,292,933
=========== =========== ========== ========== ========== ========== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Unpaid withdrawal and
termination benefits $174,421 $132,905 $49,205 $ 49,749 $ 38,863 $ 20,125 $ 1,145 $ 466,413
Other payables (receivables) (25,488) (1,328) 29,924 (11,261) 29,697 8,982 339 30,865
----------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
Total liabilities 148,933 131,577 79,129 38,488 68,560 29,107 1,484 497,278
----------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
Net assets available for
plan benefits 29,655,065 11,602,492 1,272,128 1,334,830 1,802,388 989,883 138,869 46,795,655
----------- ----------- ---------- ---------- ---------- ---------- ---------- -----------
$29,803,998 $11,734,069 $1,351,257 $1,373,318 $1,870,948 $1,018,990 $ 140,353 $47,292,933
=========== =========== ========== ========== ========== ========== ========== ===========
</TABLE>
17
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Allocation of Net Assets Available for Plan
Benefits - Employee's Account by Investment Program
December 31, 1994
__________________________
Fund "A" Fund "O" Combined
-------- -------- --------
<S> <C> <C> <C>
ASSETS
Investments, at fair value:
Collective Trusts:
Short-term Investment Fund $ 9,106,298 $ 754,810 $ 9,861,108
Old Republic International Corporation:
Common shares - 2,774,400 2,774,400
Debentures - 14,400 14,400
United States Government obligations 4,788,196 - 4,788,196
Corporate bonds 14,885,388 - 14,885,388
Other common stock - 4,809,782 4,809,782
Mutual funds - 273,224 273,224
----------- ---------- -----------
28,779,882 8,626,616 37,406,498
=========== ========== ===========
Contributions receivable:
Employees (6,511) 8,407 1,896
Accrued interest and dividends receivable 445,447 20,653 466,100
----------- ---------- -----------
$29,218,818 $8,655,676 $37,874,494
=========== ========== ===========
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Unpaid withdrawal and termination benefits $ 749,982 $ 309,361 $ 1,059,343
Other payables 35,750 9,270 45,020
----------- ---------- -----------
Total liabilities 785,732 318,631 1,104,363
----------- ---------- -----------
Net assets available for plan benefits 28,433,086 8,337,045 36,770,131
----------- ---------- -----------
$29,218,818 $8,655,676 $37,874,494
=========== ========== ===========
</TABLE>
18
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Allocation of Net Assets Available for Plan
Benefits - Companies' Account by Investment Program
December 31, 1995
__________________________
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 $ 610,952 $36,688 $ 74 $ 84 $ 647,798
Old Republic International Corporation:
Series "D" preferred shares 158,022,428 - - - 158,022,428
Common shares 11,242,424 - - - 11,242,424
Mutual funds - - 103,509 721,946 825,455
------------ -------- --------- -------- ------------
169,875,804 36,688 103,583 722,030 170,738,105
Contributions receivable:
Companies 1,296,847 - - - 1,296,847
Accrued interest and dividends receivable 4,853 181 - 1 5,035
------------ -------- --------- -------- ------------
$171,177,504 $36,869 $ 103,583 $722,031 $172,039,987
============ ======== ========= ======== ============
LIABILITIES AND NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Notes payable to banks $ 13,934,234 $ - $ - $ - $ 13,934,234
Accrued interest payable 159,540 - - - 159,540
Unpaid (recoverable) administrative expenses (7,191) 24 69 465 (6,633)
------------ ------- --------- -------- ------------
Total liabilities 14,086,583 24 69 465 14,087,141
------------ ------- --------- -------- ------------
Net assets available for plan benefits:
Allocated to participants 135,355,161 36,845 103,514 721,566 136,217,086
Not allocated to participants 21,735,760 - - - 21,735,760
------------ ------- --------- -------- ------------
Total net assets available for plan
benefits 157,090,921 36,845 103,514 721,566 157,952,846
------------ ------- --------- -------- ------------
$171,177,504 $36,869 $ 103,583 $722,031 $172,039,987
============ ======= ========= ======== ============
</TABLE>
19
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Allocation of Net Assets Available for Plan
Benefits - Companies' Account by Investment Program
December 31, 1994
__________________________
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
Old Republic International Corporation:
Series "D" preferred shares 94,590,890 - - - 94,590,890
Common shares 7,413,891 - - - 7,413,891
Mutual funds (See Note 1.E.) - - 71,087 554,691 625,778
------------ ------- --------- -------- ------------
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>
20
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
Allocation of Changes in Net Assets Available
for Plan Benefits - Employees' Account by Investment Program
for the year ended December 31, 1995
__________________________
Fund "A" Fund "O" Fund "H" Fund "I" Fund "J" Fund "K" Fund "L" Combined
---------- ---------- ---------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Employee contributions $4,388,734 $1,666,728 $350,788 $420,508 $ 513,376 $ 344,256 $ 39,520 $7,723,910
Interfund transfers (2,529,414) (562,836) 733,521 731,721 947,826 590,063 89,119 -
Interest income 1,859,584 132,770 513 709 703 466 114 1,994,859
Dividend income - 166,105 12,186 19,272 44,377 14,253 5,593 261,786
Net appreciation (depreciation)
in fair value of investments 1,103,221 3,120,565 255,988 239,823 352,508 82,244 6,076 5,160,425
---------- ---------- ---------- ---------- --------- --------- ---------- ----------
4,822,125 4,523,332 1,352,996 1,412,033 1,858,790 1,031,282 140,422 15,140,980
---------- ---------- ---------- ---------- --------- --------- ---------- ----------
Termination and withdrawal benefits 3,578,836 1,250,634 80,343 76,662 55,650 40,973 1,493 5,084,591
Administrative expenses 21,310 7,251 525 541 752 426 60 30,865
---------- ---------- ---------- ---------- --------- --------- ---------- ----------
3,600,146 1,257,885 80,868 77,203 56,402 41,399 1,553 5,115,456
---------- ---------- ---------- ---------- --------- --------- ---------- ----------
NET ADDITIONS (DEDUCTIONS) 1,221,979 3,265,447 1,272,128 1,334,830 1,802,388 989,883 138,869 10,025,524
Net assets available for plan
benefits, beginning of year 28,433,086 8,337,045 - - - - - 36,770,131
---------- ---------- ---------- ---------- --------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS, END OF YEAR $29,655,065 $11,602,492 $1,272,128 $1,334,830 $1,802,388 $ 989,883 $ 138,869 $46,795,655
=========== =========== ========== ========== ========== ========== ========= ===========
</TABLE>
21
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVING AND STOCK OWNERSHIP
Allocation of Changes in Net Assets Available
for Plan Benefits - Employees' Account by Investment Program
for the year ended December 31, 1994
______________________________
Fund "A" Fund "O" Combined
----------- ---------- -----------
<S> <C> <C> <C>
Additions:
Employee contributions $ 5,545,240 $2,207,707 $ 7,752,947
Interfund transfers (58,655) 58,655 -
Interest income 1,776,051 20,542 1,796,593
Dividend income - 208,270 208,270
Net appreciation (depreciation) in
fair value of investments (1,736,774) 106,485 (1,630,289)
----------- ---------- -----------
5,525,862 2,601,659 8,127,521
----------- ---------- -----------
Termination and withdrawal benefits 4,589,316 1,184,482 5,773,798
Administrative expenses 19,904 5,462 25,366
----------- ---------- -----------
4,609,220 1,189,944 5,799,164
----------- ---------- -----------
NET ADDITIONS (DEDUCTIONS) 916,642 1,411,715 2,328,357
Net assets available for plan benefits,
beginning of year 27,516,444 6,925,330 34,441,774
----------- ---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $28,433,086 $8,337,045 $36,770,131
=========== ========== ===========
</TABLE>
22
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVING AND STOCK OWNERSHIP
Allocation of Changes in Net Assets Available
for Plan Benefits - Companies' Account by Investment Program
for the year ended December 31, 1995
__________________________
Fund "B" Fund "E" Fund "F" Fund "G" Combined
------------ -------- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Additions:
Company contributions $ 1,304,571 $ - $ - $ - $ 1,304,571
Interfund transfers (132,929) 11,391 23,613 97,925 -
Interest income 170,943 1,977 5,231 275 178,426
Dividend income 3,048,184 - - 4,522 3,052,706
Net appreciation (depreciation) in
fair value of investments 68,057,517 - 5,543 126,489 68,189,549
------------ -------- -------- -------- ------------
72,448,286 13,368 34,387 229,211 72,725,252
------------ -------- -------- -------- ------------
Deductions:
Termination and withdrawal benefits 5,276,424 784 1,909 62,327 5,341,444
Interest expense 978,107 - - - 978,107
Administrative expenses 211,306 24 69 464 211,863
------------ -------- -------- -------- ------------
6,465,837 808 1,978 62,791 6,531,414
------------ -------- -------- -------- ------------
NET ADDITIONS (DEDUCTIONS) 65,982,449 12,560 32,409 166,420 66,193,838
Net assets available for plan benefits,
beginning of year 91,108,472 24,285 71,105 555,146 91,759,008
------------ -------- -------- -------- ------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
END OF YEAR $157,090,921 $ 36,845 $103,514 $721,566 $157,952,846
============ ======== ======== ======== ============
</TABLE>
23
<PAGE>
9. Alternative Investment Funds, Continued
---------------------------------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVING AND STOCK OWNERSHIP
Allocation of Changes in Net Assets Available
for Plan Benefits - Companies' Account by Investment Program
for the year ended December 31, 1994
__________________________
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>
24
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
ASSETS AND LIABILITIES
AT DECEMBER 31, 1994 and 1995
- ----------------------------------------------------------------------------------------------------------------------------------
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.
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS | | (a)Beginning of Year | (b)End of Year
a Total noninterest-bearing cash | a | 0 | 0
b Receivables: (1) Employer contributions | b(1) | 5,255,167 | 1,296,847
(2) Participant contributions | (2) | 1,896 | 151,280
(3) Income | (3) | 469,048 | 591,490
(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) | 5,726,111 | 2,039,617
c General investments: (1) Interest-bearing cash (including money market | c(1) | 0 | 0
(2) Certificates of deposit | (2) | 0 | 0
(3) U.S. Government securities | (3) | 4,788,196 | 10,430,913
(4) Corporate debt instruments: (A) Preferred | (4)(A) | 0 | 0
(B) All other | (4)(B) | 14,885,388 | 18,946,969
(5) Corporate stocks: (A) Preferred | (5)(A) | 0 | 0
(B) Common | (5)(B) | 4,809,782 | 210,750
(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) Reside | (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) | 9,984,913 | 7,042,813
(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 (unallocat | (16) | 0 | 0
(17)Other | (17) | 899,002 | 6,741,876
(18)Total. Add lines 31c(1) through 31c(17) > | (18) | 35,367,281 | 43,373,321
d Employer-related investments: (1) Employer securities | d(1) | 104,793,581 | 173,919,982
(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 31 > | f | 145,886,973 | 219,332,920
| | |
LIABILITIES | | |
g Benefit claims payable | g | 1,059,343 | 466,413
h Operating payables | h | 214,257 | 183,772
i Acquisition indebtedness | i | 16,084,234 | 13,934,234
j Other liabilities | j | 0 | 0
k TOTAL liabilities. Add lines 31g through 31j > | k | 17,357,834 | 14,584,419
| | |
NET ASSETS | | |
l Subtract line 31k from line 31f. > | l | 128,529,139 | 204,748,501
</TABLE>
26
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
INCOME, EXPENSES, AND CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1995
- ------------------------------------------------------------------------------------------------------------------------------
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.
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME | | (a) Amount | (b) Total
a Contributions: | | |
(1) Received or receivable from: | | |
(A) Employers | a(1)(A) | 1,304,571 |
(B) Participants | (B) | 7,723,910 |
(C) Others | (C) | 0 |
(2) Noncash contributions | (2) | 0 |
(3) Total contributions. Add lines 32a(1)(A),(B),(C) and line 32a(2). > | (3) | | 9,028,481
b Earnings on investments: | | |
(1) Interest: | | |
(A) Interest-bearing cash (including money market funds) | b(1)(A) | 790,439 |
(B) Certificates of deposit | (B) | 0 |
(C) U.S. Government securities | (C) | 361,011 |
(D) Corporate debt instruments | (D) | 1,021,835 |
(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) | | 2,173,285
(2) Dividends: (A) Preferred stock | b(2)(A) | 2,883,932 |
(B) Common stock | (B) | 430,560 |
(C) Total dividends. Add lines 32b(2)(A) and (B). > | (C) | | 3,314,492
(3) Rents | (3) | |
(4) Net gain (loss) on sale of assets: (A) Aggregate proceeds | (4)(A) | 14,822,971 |
(B) Aggregate carrying amount (see instructions) | (B) | 12,589,326 |
(C) Subtract (B) from (A) and enter result | (C) | | 2,233,645
(5) Unrealized appreciation (depreciation) of assets | (5) | | 71,116,329
(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 | | 87,866,232
EXPENSES | | |
e Benefit payment and payments to provide benefits: | | |
(1) Directly to participants or beneficiaries | e(1) | 10,426,035 |
(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) | | 10,426,035
f Interest expense | f | | 978,107
g Administrative expenses: (1) Salaries and allowances | g(1) | 0 |
(2) Accounting fees | (2) | 45,815 |
(3) Actuarial fees | (3) | 0 |
(4) Contract administrator fees | (4) | 0 |
(5) Investment advisory and management fees | (5) | 127,787 |
(6) Legal fees | (6) | 8,096 |
(7) Valuation/appraisal fees | (7) | 5,000 |
(8) Trustees fees/expenses (including travel, seminars, meetings, etc.) | (8) | 56,030 |
(9) Other | (9) | 0 |
(10)Total administrative fees. Add lines 32g(1) through 32g(9). | (10) | | 242,728
h Total expenses. Add lines 32e(4), 32f, and 32g(10). > | h | | 11,646,870
i Net income (loss). Subtract line 32h from line 32d. > | i | | 76,219,362
j Transfers to (from) the plan (see instructions) | j | | 0
k Net assets at beginning of year (line 31l, column (a)). | k | | 128,529,139
l Net assets at end of year (line 31l, column (b)). > | l | | 204,748,501
</TABLE>
27
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN PAGE 1 of 3
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
********************************************************
(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 7,042,813 sh $7,042,813 $7,042,813
========== ----------- -----------
EMPLOYER SECURITIES:
OLD REPUBLIC INTERNATIONAL CORP.:
SERIES D PREFERRED STOCK N/A N/A N/A 22,256,680 sh $39,537,500 $158,022,428
========== ----------- ------------
COMMON STOCK N/A N/A N/A 447,248 sh $3,755,629 $15,877,304
========== ----------- ------------
SUBORDINATED CONVERTIBLE
DEBENTURE 08/15/2002 5.750% N/A $15,000 par $15,360 $20,250
========== ----------- ------------
UNITED STATES GOVERNMENT OBLIGATIONS:
FEDERAL HOME LOAN MORTGAGE CORP. 09/19/01 7.900% N/A $500,000 par $566,719 $553,595
FEDERAL NATIONAL MORTGAGE CORP. 02/11/02 7.500% N/A 325,000 par 357,594 354,757
USA TREASURY NOTE 08/31/00 6.250% N/A 600,000 par 603,563 620,718
USA TREASURY NOTE 08/15/98 5.875% N/A 600,000 par 598,313 609,468
USA TREASURY NOTE 08/31/97 6.000% N/A 600,000 par 601,547 607,404
USA TREASURY NOTE 02/28/99 5.500% N/A 500,000 par 502,969 503,435
USA TREASURY NOTE 05/15/05 6.500% N/A 500,000 par 511,016 531,955
USA TREASURY NOTE; SERIES B 08/15/97 8.625% N/A 500,000 par 538,750 526,250
USA TREASURY NOTE; SERIES B 08/15/03 5.750% N/A 500,000 par 486,875 506,015
USA TREASURY NOTE; SERIES C 08/15/04 7.250% N/A 500,000 par 534,766 556,015
USA TREASURY NOTE; SERIES D 11/15/96 7.250% N/A 500,000 par 499,375 508,280
USA TREASURY NOTE; SERIES G 07/15/98 8.250% N/A 500,000 par 517,188 535,155
USA TREASURY NOTE; SERIES G 07/15/99 6.375% N/A 600,000 par 605,250 621,654
USA TREASURY NOTE; SERIES H 10/15/98 7.125% N/A 500,000 par 527,500 524,060
USA TREASURY NOTE; SERIES M 04/30/98 5.125% N/A 500,000 par 498,672 498,985
USA TREASURY NOTE; SERIES P 07/31/97 5.500% N/A 750,000 par 753,633 753,750
USA TREASURY NOTE; SERIES U 12/31/97 6.000% N/A 500,000 par 507,656 507,735
USA TREASURY NOTE; SERIES V 11/30/96 6.500% N/A 600,000 par 604,875 606,372
USA TREASURY NOTE; SERIES V 11/30/96 6.500% N/A 500,000 par 521,875 505,310
----------- ----------- -----------
$10,075,000 par $10,338,133 $10,430,913
=========== ----------- -----------
MUTUAL FUNDS:
MFO OAKMARK FUND,HARRIS ASSOC.INVEST.TR. N/A N/A N/A 4,112 sh $65,113 $122,333
MFO OAKMARK INTERNATIONAL FUND N/A N/A N/A 9,153 sh 118,790 113,311
MFB BENCHMARK SHORT-INTERMEDIATE BONDS N/A N/A N/A 4,979 sh 99,852 103,509
MFO FIDELITY TREND FUND N/A N/A N/A 13,757 sh 693,869 721,946
MFO OAKMARK FUND, HARRIS ASSOC.INVEST.TR. N/A N/A N/A 44,978 sh 1,120,409 1,338,088
</TABLE>
28
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN PAGE 2 of 3
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
********************************************************
(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>
MUTUAL FUNDS (CONTINUED):
MFO FIDELITY FUND N/A N/A N/A 59,460 sh 1,179,830 1,344,401
MFO VANGUARD/WINDSOR II N/A N/A N/A 89,690 sh 1,558,468 1,853,004
MFO T. ROWE PRICE INTERNATIONAL FUNDS N/A N/A N/A 82,441 sh 942,302 1,008,251
MFB BENCHMARK SHORT-INTERMEDIATE BONDS N/A N/A N/A 6,591 sh 130,957 137,033
-------- ----------- ----------
315,161 sh $5,909,589 $6,741,876
======== ----------- ----------
OTHER COMMON STOCK:
CRAWFORD & CO. N/A N/A N/A 6,000 sh 105,975 96,000
RUBBERMAID INC. N/A N/A N/A 4,500 sh 123,249 114,750
-------- ----------- ----------
10,500 sh $229,224 $210,750
======== ----------- ----------
CORPORATE BONDS:
ARCHER DANIELS MIDLAND CO. 05/15/03 6.250% N/A 250,000 par 253,478 254,508
ALABAMA POWER CO. 08/01/99 6.375% N/A 250,000 par 254,985 254,720
AMERICAN BRANDS, INC. 05/15/99 7.500% N/A 250,000 par 263,000 262,705
AMERICAN HOME PRODUCTS CORP. 04/15/97 6.875% N/A 250,000 par 261,665 254,038
BELLSOUTH TELECOMMUNICATIONS, INC. 02/01/00 6.500% N/A 250,000 par 262,835 257,250
BOEING CO. 03/01/96 8.375% N/A 500,000 par 531,995 501,995
BP AMERICA, INC. 12/01/97 8.875% N/A 250,000 par 261,748 265,083
CAMPBELL SOUP CO. 11/01/97 9.000% N/A 250,000 par 280,890 264,818
CAROLINA POWER & LIGHT CO. 02/01/00 6.125% N/A 250,000 par 253,063 252,878
CHESAPEAKE & POTOMAC TELEPHONE CO. 05/01/03 6.000% N/A 250,000 par 249,068 250,525
CINCINNATI G & E 02/15/99 5.800% N/A 250,000 par 249,835 249,303
COCA COLA CO. 09/15/98 7.875% N/A 250,000 par 249,230 264,410
DAYTON HUDSON CORP. 03/01/99 7.500% N/A 250,000 par 260,233 262,978
DILLIARD DEPARTMENT STORES, INC. 06/15/99 7.375% N/A 215,000 par 225,266 224,654
DU PONT,E.I. DeNEMOURS & CO. 10/15/96 8.450% N/A 250,000 par 257,960 255,278
EASTMAN KODAK CO. 05/01/97 8.550% N/A 202,000 par 209,537 209,478
EXXON CAPITAL CORP. 08/15/97 7.875% N/A 250,000 par 250,938 259,548
GANNETT, INC. 03/01/98 5.250% N/A 250,000 par 247,338 248,700
GENERAL ELECTRIC CAPITAL CORP. 11/26/96 8.750% N/A 250,000 par 267,355 256,763
GENERAL ELECTRIC CO. 05/01/96 7.875% N/A 250,000 par 268,258 251,755
GTE NORTHWEST 02/15/99 6.125% N/A 250,000 par 252,560 250,213
CENTRAL TELEPHONE CO. OF CALIFORNIA 12/01/97 6.750% N/A 250,000 par 235,805 250,685
HEINZ, H. J. CO. 10/15/99 6.750% N/A 250,000 par 254,253 258,913
IBM CORP. 11/01/97 6.375% N/A 250,000 par 250,830 253,957
ICI WILMINGTON, INC. 11/15/00 9.500% N/A 250,000 par 287,353 285,967
INTERNATIONAL PAPER CO. 03/15/00 9.700% N/A 250,000 par 282,083 284,730
KELLOGG CO 07/15/97 5.900% N/A 200,000 par 199,570 201,115
</TABLE>
29
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION SCHEDULE I
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN PAGE 3 of 3
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
********************************************************
(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):
KIMBERLY-CLARK CORP. 06/01/97 9.125% N/A $200,000 par $215,102 $209,240
LILLY, ELI 11/15/99 6.750% N/A 250,000 par 255,275 258,555
LOUISVILLE GAS & ELECTRIC CO. 06/01/98 6.750% N/A 250,000 par 237,960 251,400
MERCK & CO., INC. 05/01/96 7.750% N/A 250,000 par 252,278 251,677
MOBIL CORP. 12/17/96 6.500% N/A 250,000 par 258,808 252,175
MONONGAHELA POWER CO. 04/01/00 5.625% N/A 250,000 par 247,223 248,467
MORGAN, J.P. & CO. 11/15/98 7.625% N/A 250,000 par 272,280 263,100
MOUNTAIN STATES TELEPHONE & TELEGRAPH CO. 05/01/00 9.500% N/A 250,000 par 284,113 283,810
NATIONAL RURAL UTILILITIES CO-OP FIN. CORP 05/15/97 9.500% N/A 250,000 par 266,790 262,067
NEW ENGLAND TELEPHONE & TELEGRAPH CO. 03/15/03 6.250% N/A 250,000 par 253,360 253,255
NORDSTROM, INC. 02/15/98 8.875% N/A 250,000 par 265,505 266,345
NORFOLF & SOUTHERN RAILWAY SERIES D CERT. 08/01/99 6.500% N/A 500,000 par 501,670 513,125
NORTHERN ILLINOIS GAS CO. 02/01/97 5.500% N/A 300,000 par 298,800 299,679
NORTHERN STATES POWER 10/01/97 5.875% N/A 250,000 par 250,988 250,967
NORWEST FINANCIAL, INC. 04/15/98 5.500% N/A 250,000 par 248,155 249,960
OHIO BELL TELEPHONE CO. 05/01/00 5.750% N/A 150,000 par 151,839 150,074
OKLAHOMA GAS & ELECTRIC CO. 01/01/97 5.125% N/A 500,000 par 481,050 495,310
PACIFIC NORTHWEST BELL TELEPHONE CO. 12/01/96 7.500% N/A 250,000 par 265,765 254,287
PACIFIC TELEPHONE & TELEGRAPH CO. 05/01/00 4.625% N/A 500,000 par 437,855 471,875
PENNEY, J. C., INC. 11/15/98 5.375% N/A 250,000 par 247,580 248,832
PEPSICO, INC. 10/01/98 7.750% N/A 250,000 par 262,885 262,675
PFIZER, INC. 10/01/96 7.125% N/A 250,000 par 261,273 252,795
PRIVATE EXPORT FUNDING CORP. 01/31/02 7.300% N/A 500,000 par 550,215 540,695
ROCKWELL INTERNATIONAL CORP. 02/15/01 8.375% N/A 250,000 par 288,465 277,670
SHELL OIL CO. 12/15/98 6.950% N/A 250,000 par 258,458 258,987
SMITHKLINE BEECHAM CORP. 01/26/96 5.250% N/A 250,000 par 249,883 249,925
SOUTHERN BELL TELEPHONE & TELEGRAPH CO. 09/01/00 4.750% N/A 500,000 par 438,010 475,730
SOUTHERN CALIFORNIA EDISON CO. 04/15/99 7.500% N/A 500,000 par 519,675 524,370
SOUTHWESTERN BELL TELEPHONE CO. 06/01/96 8.300% N/A 500,000 par 533,370 505,310
TAMPA ELECTRIC CO. 05/01/00 5.750% N/A 250,000 par 250,780 249,670
TEXACO CAPITAL, INC. 07/15/99 6.875% N/A 500,000 par 499,030 516,695
UNION PACIFIC RAILROAD CO. 01/15/98 6.440% N/A 200,000 par 202,192 202,966
UPJOHN CO. 04/15/00 5.875% N/A 250,000 par 252,893 250,995
WALMART STORES, INC. 09/15/97 5.500% N/A 250,000 par 245,973 249,890
WARNER LAMBERT 09/01/98 8.000% N/A 250,000 par 270,373 264,020
WEST PENN POWER CO. 06/01/98 5.500% N/A 250,000 par 249,318 249,397
WMX TECHNOLOGIES, INC. 03/22/97 7.125% N/A 250,000 par 254,590 254,375
WORLD BOOK FINANCE, INC. 09/01/96 8.125% N/A 250,000 par 270,788 253,950
XEROX CORP. 03/15/00 9.750% N/A 250,000 par 283,633 285,687
--------------- ----------- ------------
$18,467,000 par $18,955,323 $18,946,969
=============== ----------- ------------
PLAN TOTAL $85,783,572 $217,293,303
=========== ============
</TABLE>
30
<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 1995
DECEMBER 31, 1995
*********************************************************
(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:
MFO-OAKMARK FUND,HARRIS ASSOCIATES
INVESTMENT TRUST
(645.3 SHARES) N/A N/A N/A N/A $15,373 $17,618
MFO-FIDELITY FUND, OPEN END FUND
(1039.69 SHARES) N/A N/A N/A N/A 19,364 21,338
MFO-VANGUARD/WINDSOR II, OPEN END
FUND (137.31 SHARES) N/A N/A N/A N/A 2,196 2,206
MFO-T. ROWE PRICE INTERNATIONAL
FUNDS, INC., INTERNATIONAL STOCK
FUND (530.48 SHARES) N/A N/A N/A N/A 5,992 6,450
LaSALLE NATIONAL TRUST-REMBRANDT
TREASURY MONEY MARKET FUND
(4,070,420 SHARES) N/A N/A N/A N/A 4,070,420 4,070,420
COMMON STOCKS:
AMERICAN TELEPHONE & TELEGRAPH
CORP. (2,000 SHARES) N/A N/A N/A N/A 103,950 124,336
THE NORTHERN TRUST CO.
(1,000 SHARES) N/A N/A N/A N/A 32,750 46,000
WACHOVIA CORP. (1,000 SHARES) N/A N/A N/A N/A 32,205 36,619
</TABLE>
31
<PAGE>
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
____________
Dividend/ Face Value
Interest Date of 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
- ------------------------
Collective Trust-Short-Term N/A N/A VARIOUS $23,374,141 $23,374,141 $23,374,141 -0-
Investment Fund
Rembrandt Treasury Money Market Fund N/A N/A VARIOUS 4,070,420 4,070,420 4,070,420 -0-
Sales of Investments
- --------------------
Collective Trust-Short-Term N/A N/A VARIOUS 26,878,326 26,878,326 26,878,326 -0-
Investment Fund
Rembrandt Treasury Money Market Fund N/A N/A VARIOUS 4,070,420 4,070,420 4,070,420 -0-
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>
32
