<PAGE>
As in effect
3/1/61 FORM 10K/A
--------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Sections 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 4
---------
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its ANNUAL REPORT FOR 1995
on FORM 10-K as set forth in the pages attached hereto: (List all such
items, financial statements, exhibits 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 29, 1996 By: /s/ Paul D. Adams
-------------- ---------------------------------------
(Signature)
Paul Dennis Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: 15
----------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 11-K
----------
ANNUAL REPORT
Pursant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year ended December 31, 1995
----------
GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN
-----------
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
<PAGE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
_________
Index to Financial Statements
Report of Independent Accountants Page 1
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1995 and 1994 Page 2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1995 and 1994 Page 3
Notes to Financial Statements Page 4-9
Supplemental Schedules Exhibit I-II
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
Great West Casualty Company Profit Sharing Plan
We have audited the accompanying statements of net assets available for
benefits of Great West Casualty Company Profit Sharing Plan as of
December 31, 1995 and 1994, and the related statements of changes in net
assets available for 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 on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1995 and 1994, and the changes in net assets available
for benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules included
in Exhibits I and II 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 of Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
The schedule of assets held for investment purposes that accompanies the
Plan's financial statements does not disclose the historical cost of certain
plan assets held by the Plan custodian. Disclosure of this information is
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
/s/ Coopers & Lybrand L.L.P.
Chicago, Illinois
April 25, 1996
<PAGE>
<TABLE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
December 31
--------------------------
1995 1994
---- ----
ASSETS
<S> <C> <C>
Investments, at fair value:
Old Republic International
Corporation (ORI) common stock $ 1,134,322 $ 688,912
Pooled Separate Accounts 3,714,023 1,999,689
Participant loans 193,232 213,602
Investment, at contract value:
CGLIC General Accounts 14,722,007 13,465,016
----------- -----------
Net assets available for benefits (Note 5) $19,763,584 $16,367,219
=========== ===========
</TABLE>
See accompanying Notes to Financial Statements
2
<PAGE>
<TABLE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 1995 and 1994
Years Ended December 31
---------------------------
1995 1994
---- ----
<S> <C> <C>
Additions to net assets attributable to:
Transferred Assets (Note 1) $ - $ 1,832,160
Contributions:
Employer 1,553,967 1,351,694
Employee 655,437 466,984
----------- -----------
2,209,404 1,818,678
----------- -----------
Investment Income:
Interest from CGLIC General Accounts 768,513 698,687
Dividends from Old Republic
International Common Stock 16,192 12,012
Net appreciation (depreciation)
of investments 445,964 (36,663)
Net investment gain (loss) from Pooled
Separate Accounts 629,538 (25)
----------- -----------
1,860,207 674,011
----------- -----------
Other additions 19,576 9,602
----------- -----------
Total additions 4,089,187 4,334,451
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 682,433 1,371,696
Administrative expenses 2,087 2,099
Participant loans 8,302 0
----------- -----------
Net increase 3,396,365 2,960,656
Net assets available for benefits:
Beginning of year 16,367,219 13,406,563
----------- -----------
End of year $19,763,584 $16,367,219
=========== ===========
</TABLE>
See accompanying Notes to Financial Statements
3
<PAGE>
NOTES TO FINANCIAL STATEMENTS
______
NOTE 1 - DESCRIPTION OF PLAN
The following brief description of the Great West Casualty Company Profit
Sharing Plan (Plan) is provided for general information purposes only.
Participants should refer to the Plan agreement for a more complete
description.
(a) General
The Plan is a defined contribution profit-sharing plan sponsored by Great
West Casualty Company (the Company), covering all eligible employees of that
Company as well as its affiliates, Central Data Services, Joe Morten & Son,
Inc., Midwest Insurance, Inc., Motor-Ways, Inc., and Truckmen Underwriters
Agency, Inc. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
(b) Contributions and Participants Accounts
Participants may contribute 1% to 6% of their annual wages to the Plan.
In 1995 and 1994, the Company made matching contributions to the Plan equal
to 25% of the employees' pre-tax contribution amount. Participants may
elect to have their contributions invested in any one or more of the six
separate investment funds (CIGNA Guaranteed Long-Term Account, CIGNA
Separate Account - Fidelity Advisor Income & Growth Fund, CIGNA Separate
Account-Fidelity Advisor Growth Opportunities Fund, CIGNA Guaranteed
Government Securities Account, CIGNA Separate Account - Stock Market
Index Account and ORI Stock Account). The Company may also contribute an
additional nonmatching amount out of its current or accumulated profits,
if any, as determined by the Company.
Each participant's account is credited with participant's contribution,
and allocation of (a) Company's contributions as described above, and (b)
plan earnings. Allocations are based on participant account balances as
defined. The benefit to which a participant is entitled is the benefit
that can be provided from the participant's account.
(c) Eligibility and Vesting
Under the terms of the Plan, an employee shall become eligible for inclusion
in the Plan upon reaching age 21 with completion of 1,000 hours of service
during the twelve month period beginning with date of hire. Minimum age
for vesting service is 18 years.
All employee and employer matching contributions are immediately 100% vested.
Participants become fully vested in the value of the discretionary
contributions after 7 years of credited service.
4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
______
NOTE 1 - DESCRIPTION OF PLAN, Continued
(d) Payment of Benefits
On termination of service, a participant may elect to leave funds in the
Plan or receive either a lump-sum payment or purchase of a single premium
life annuity contract. Net assets at December 31, 1995 and 1994, include
funds totaling $210,450 and $175,959, respectively, which represent the
account balance of retired and terminated participants who have elected to
leave the funds in the Plan upon retirement or termination.
(e) Forfeitures
All forfeitures are segregated until the employee has attained a five year
break-in-service. At that time forfeitures are allocated pro-rata to each
participant account according to their respective earnings for that year.
There were unallocated assets of $311,526 and $164,824 at December 31, 1995
and 1994, respectively related to these forfeitures.
(f) Loans
Participants may elect to borrow from the plan based upon specified
conditions. A participant may have only one outstanding loan at any time
which must be for at least $1,000. In no case shall the aggregate amount
lent to a participant exceed the lesser of the following: (a) $50,000
reduced by the excess of the highest outstanding balance of loans from the
plan during the one year period ending on the date before the date of the
loan to the participant; (b) 50% of the participant's vested interest; or
(c) 100% of the sum of the balances in the participant's pre-tax contribution
and matching contribution accounts.
(g) Administrative Expenses
The Company provides administrative support for the plan and pays for
administrative trustee fees.
(h) Transferred assets
Participants transferred assets of $1,832,160 from an affiliate's 401(K)
plan to the Plan during 1994.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual
basis. Benefits are recorded when paid. The unit value of each account
is determined at the close of each business day.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
______
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
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 revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(b) Investments
Old Republic International Corporation stock is stated at the closing market
value on the last business day of the year.
The Plan presents in the statements of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of the Old
Republic Stock Account, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) of this investment.
The Plan entered into a group annuity contract with Connecticut General
Life Insurance Company (CGLIC). CGLIC maintains contributions in a contract
holder's account and such contributions are allocated to separate investment
funds according to participant elections. The accounts are credited with
earnings on the underlying investments and charged for Plan benefits paid
and deductions for investment expenses, risk, profit and annual management
fees charged by CGLIC. The General Accounts are included in the financial
statements at contract value and the Separate Accounts are included in the
financial statements at fair value at December 31, 1995 and 1994 as reported
to the Plan by CGLIC. Realized investment gains and losses in the separate
investment funds are recognized in the year of sale.
(c) Reclassifications
Certain reclassifications have been made to the 1994 financial statements
to conform to the 1995 presentation.
NOTE 3 - FEDERAL INCOME TAXES
The Plan has received an Internal Revenue Service Determination Letter dated
May 3, 1989, which states that it qualifies under the provisions of Section
501(a) of the Internal Revenue Code (IRC). The Plan's Committee Members
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
NOTE 4 - TERMINATIONS
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100 percent vested in their accounts.
6
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS
Six separate investments funds are maintained under the Plan for the benefit
of participants. The allocation of changes in net assets available to the
separate investments funds is as follows:
<TABLE>
For the year ended December 31, 1995
------------------------------------
Income
Guaranteed Guaranteed and Growth Stock Old Parti-
Long-Term Short-Term Growth 0pportunity Market Republic cipant
Combined Account Account Account Account Index Stock Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Employer $ 1,553,967 $ 1,471,130 $ 991 $ 22,625 $ 31,838 $ 7,631 $ 19,752 -
Employee 655,437 257,417 3,776 100,281 174,836 50,287 68,840 -
----------- ----------- ---------- ---------- ----------- --------- ---------- --------
2,209,404 1,728,547 4,767 122,906 206,674 57,918 88,592 -
----------- ----------- ---------- ---------- ----------- --------- ---------- --------
Investment Income:
Interest 768,513 759,985 8,528 - - - - -
Dividends 16,192 - - - - - 16,192 -
Net appreciation of
investments 445,964 - - - - - 445,964 -
Net investment gain
from Separate Accounts 629,538 - - 98,772 441,543 89,223 - -
----------- ----------- ---------- ---------- ----------- --------- ---------- --------
1,860,207 759,985 8,528 98,772 441,543 89,223 462,156 -
----------- ----------- ---------- ---------- ----------- --------- ---------- --------
Other additions 19,576 3,078 121 3,990 7,133 2,624 2,630 -
Total additions 4,089,187 2,491,610 13,416 225,668 655,350 149,765 553,378 -
Less benefits paid
to participants 682,433 597,710 12,274 16,944 21,007 2,121 26,377 -
Administrative expenses 2,087 423 30 104 107 48 1,375 -
Participant loans 8,302 1,089 1,279 (9,004) (13,903) (9,834) 18,305 20,370
Transfers between funds - (633,019) (2,211) 97,559 291,104 308,478 (61,911) -
----------- ----------- ---------- ---------- ----------- --------- ----------- --------
Net increase (decrease) 3,396,365 1,259,369 (2,378) 315,183 939,243 459,908 445,410 (20,370)
----------- ----------- ---------- ---------- ----------- --------- ----------- --------
Net assets available
for plan benefits:
Beginning of year 16,367,219 13,279,063 185,953 656,324 1,207,298 136,067 688,912 213,602
----------- ----------- ---------- ---------- ----------- --------- ----------- --------
End of year $19,763,584 $14,538,432 $ 183,575 $ 971,507 $ 2,146,541 $ 595,975 $ 1,134,322 $193,232
=========== =========== ========== ========== =========== ========= =========== ========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS, Continued
<TABLE>
For the year ended December 31, 1994
------------------------------------
Income Growth
Guaranteed Guaranteed and Growth Stock Old and Strategic Parti-
Long-Term Short-Term Growth Opportunity Market Republic Income Oppor. cipant
Combined Account Account Account Account Index Stock Account Account Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Transferred Assets $ 1,832,160 $ 1,225,152 $ 31,335 - - - $ 575,673 - - -
Contributions:
Employer $ 1,351,694 $ 561,933 $ 8,934 $ 234,662 $ 342,100 $ 76,436 $ 127,629 - - -
Employee 466,984 178,998 3,946 89,253 122,477 27,118 45,192 - - -
----------- ----------- ---------- ----------- ----------- --------- ---------- --------- --------- --------
1,818,678 740,931 12,880 323,915 464,577 103,554 172,821 - - -
----------- ----------- ---------- ----------- ----------- --------- ---------- --------- --------- --------
Investment Income:
Interest 698,687 692,737 5,950 - - - - - - -
Dividends 12,012 - - - - - 12,012 - - -
Net appreciation
(depreciation)
of investments (36,663) (3,033) - - - - (33,630) - - -
Net investment
gain from
Separate Accounts (25) - - (16,899) 16,291 583 - - - -
----------- ----------- ---------- ----------- ----------- ---------- ---------- --------- --------- --------
674,011 689,704 5,950 (16,899) 16,291 583 (21,618) - - -
----------- ----------- ---------- ----------- ----------- ---------- ---------- --------- --------- --------
Other additions 9,602 5,832 7 663 1,258 921 921 - - -
Total additions 4,334,451 2,661,619 50,172 307,679 482,126 105,058 727,797 - - -
Less benefits paid
to participants 1,371,696 1,245,461 10,156 36,937 21,027 1,522 13,669 42,924 - -
Administrative
expenses 2,099 995 41 43 83 26 911 - - -
Participant loans - 115,854 3,372 1,717 3,240 197 89,222 - - (213,602)
Transfers
between funds - 279,607 (12,978) 73,739 122,127 32,754 64,917 (545,527) (14,639) -
----------- ----------- ---------- ----------- ----------- ---------- ---------- --------- --------- --------
Net increase
(decrease) 2,960,656 1,578,916 23,625 342,721 579,903 136,067 688,912 (588,451) (14,639) 213,602
----------- ----------- ---------- ---------- ----------- ---------- ---------- --------- --------- --------
Net assets
available for
plan benefits:
Beginning of year 13,406,563 11,700,147 162,328 313,603 627,395 - - 588,451 14,639 -
----------- ----------- ---------- ---------- ----------- ---------- ---------- --------- --------- --------
End of year $16,367,219 $13,279,063 $ 185,953 $ 656,324 $ 1,207,298 $ 136,067 $ 688,912 $ - $ - $213,602
=========== =========== ========== ========== =========== ========== ========== ========= ========= ========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS AND CHANGES IN
NET ASSETS AVAILABLE FOR BENEFITS, Continued
The unit values for the fund transactions at December 31, 1995 are summarized
as follows:
<TABLE>
Per Unit
Units Value
----- -----
<S> <C> <C>
Guaranteed Long-term Account 240,014.50 60.57
Guaranteed Short-term Account 4,406.74 41.66
Income and Growth Account 46,712.27 20.80
Growth Opportunity Account 52,269.14 41.07
Stock Market Index 19,947.47 29.88
</TABLE>
<PAGE>
Exhibit I
<TABLE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
As of December 31, 1995
Item 27a: Schedule of Assets Held for Investment Purposes
Contract/
Identity Historical Current
of Party Description Cost Value
- -------- ----------- ----------- -----------
<S> <C> <C> <C>
CGLIC Guaranteed long-term * $14,538,432
CGLIC Guaranteed short-term * 183,575
CGLIC Income and growth * 971,507
CGLIC Growth opportunity * 2,146,541
CGLIC Stock market index * 595,975
CGLIC Old Republic stock $ 729,888 1,134,322
CGLIC Loans to participants - 193,232
</TABLE>
* Information not available from Connecticut General Life Insurance
Company (CGLIC).
<PAGE>
Exhibit II
<TABLE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
Item 27d: Schedule of Reportable Transactions
for the year ended December 31, 1995
(a) Identity (b) Description of Assets (c) Purchase (d) Selling (g) Cost of (h) Current value (i) Net gain
of party Price Price of asset of assets on or loss
involved transaction date
<S> <C> <C> <C> <C> <C> <C>
CGLIC Purchase of units in $ 336,512 Not * $ 336,512 *
Guaranteed long-term Applicable
CGLIC Sales of units in Not $1,327,452 * $1,327,452 *
Guaranteed long-term Applicable
CGLIC Purchases of units in $ 885,793 Not * $ 885,793 *
Fidelity Advisor Growth Applicable
CGLIC Sales of units in Not $ 72,563 * $ 72,563 *
Fidelity Advisor Growth Applicable
</TABLE>
* Information not available from Connecticut General Life Insurance
Company (CGLIC)
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Committe has duly caused this annual report to be signed on behalf of the
undersigned, thereunto duly authorized.
GREAT WEST PROFIT SHARING PLAN, Registrant
By, /s/ Allen J. Johnson
---------------------------------------
Allen J. Johnson, Plan Committee
By, /s/ Fredric J. Frey
---------------------------------------
Fredric J. Frey, Plan Committee
By, /s/ Michael P. Krehbiel
---------------------------------------
Michael P. Krehbiel, Plan Committee
By, /s/ R. Scott Rager
---------------------------------------
R. Scott Rager, Plan Committee
By, /s/ Gaylen L. TenHulzen
---------------------------------------
Gaylen L. TenHulzen, Plan Committee
By, /s/ Scott A. Wilson
---------------------------------------
Scott A. Wilson, Plan Committee
Dated: April 22, 1996
