As in effect
3/1/61
FORM 10K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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
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(Exact name of registrant as specified in charter)
AMENDMENT NO. 4
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its ANNUAL REPORT FOR 1999 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
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(Registrant)
Date: April 28, 2000 By: /s/ Paul D. Adams
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(Signature)
Paul Dennis Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: 13
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 1999
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GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN
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OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
<PAGE>
GREAT WEST CASUALTY COMPANY
PROFIT SHARING PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
for the years ended December 31, 1999 and 1998
<PAGE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
Index to Financial Statements
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Page No.
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4 - 7
Supplemental Schedule:
Item 27a: Schedule of Assets Held for Investment Purposes Exhibit I
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Administrative Committee of
Great West Casualty Company Profit Sharing Plan:
In our opinion, the accompanying statements of net assets available for benefits
present fairly, in all material respects, the financial position of the Great
West Casualty Company Profit Sharing Plan (the "Plan") at December 31, 1999 and
1998, 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 of these
statements in accordance with auditing standards generally accepted in the
United States which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes at December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
April 28, 2000
<PAGE>
<TABLE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998 2
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December 31,
--------------------------------
1999 1998
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<S> <C> <C>
ASSETS:
Investments, at fair value:
Old Republic International Corporation (ORI) common stock $1,880,872 $2,642,654
Pooled separate accounts 20,505,505 14,599,261
Participant loans 808,790 359,353
Investment, at contract value:
CGLIC general accounts 15,180,243 15,980,170
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Net assets available for benefits $38,375,410 $33,581,438
=============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
<TABLE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 3
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Years Ended December 31,
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1999 1998
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<S> <C> <C>
Additions:
Contributions:
Employer $2,308,583 $2,423,095
Employee 1,086,365 1,261,761
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Total contributions 3,394,948 3,684,856
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Investment Income:
Interest from CGLIC general accounts 786,166 778,596
Dividends from ORI common stock 61,041 41,193
Net depreciation of ORI common stock (1,126,754) (224,180)
Net investment gain from pooled separate accounts 3,252,398 2,532,756
Interest from participant loans 53,441 25,666
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Total investment income 3,026,292 3,154,031
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Total additions 6,421,240 6,838,887
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Deductions:
Benefits paid to participants 1,618,934 2,182,666
Administrative expenses 6,721 4,357
Participant loans 1,613 11,426
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Total deductions 1,627,268 2,198,449
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Net increase 4,793,972 4,640,438
Net assets available for benefits:
Beginning of year 33,581,438 28,941,000
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End of year $38,375,410 $33,581,438
=============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
4
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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
of the Plan's provisions.
(a) General
The Plan is a defined contribution profit-sharing plan sponsored by Great West
Casualty Company (the Company), covering all eligible employees of the Company
as well as its affiliates. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended from time to time.
(b) Contributions and Participants Accounts
Participants may contribute 1/2% to 15% of their annual wages to the Plan. In
1999 and 1998, the Company made matching contributions to the Plan equal to 25%
of the first 6% of the employees' pre-tax contribution amount. Participants may
elect to have their contributions invested in any one or more of the eleven
separate investment funds (CIGNA Guaranteed Long-Term Account, CIGNA Separate
Account - Large Company Stock Index Account, CIGNA Separate Account - Fidelity
Advisor Balanced Account, CIGNA Separate Account - Fidelity Advisor Growth
Opportunities Account, Old Republic International Corporation (ORI) Stock
Account, CIGNA Separate Account - Balance Fund I Account, CIGNA Separate Account
- PBHG Growth Account, CIGNA Separate Account - Janus Worldwide Account, CIGNA
Separate Account - Corporate Bond Fund Account, CIGNA Separate Account - Small
Company Stock Value I Fund Account, and CIGNA Separate Account - Janus Account).
The Company may also contribute an additional nonmatching amount out of its
current or accumulated profits, if any, as determined by the Company.
The Company discontinued using two separate fund options (CIGNA Guaranteed
Short-Term Account and the CIGNA Separate Account - Neuberger & Berman Guardian
Trust) during 1999.
Each participant's account is credited with the participant's contribution, and
an allocation of (a) the 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 30 days following the first day he/she completes an hour of service and
upon reaching age 21. An employee shall become eligible for employer
discretionary contributions upon reaching age 21 and after 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.
<PAGE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
5
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NOTE 1 - DESCRIPTION OF PLAN, Continued
(d) Payment of Benefits
On termination of service, retirement, or death a participant or his/her
beneficiary may elect to leave funds in the Plan or receive either a single-sum
payment or purchase of a single premium life annuity contract. Net assets at
December 31, 1999 and 1998, include funds totaling $2,043,751 and $397,513,
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 $957,397 and $586,602 at December 31, 1999 and 1998,
respectively, related to these forfeitures.
(f) Loans
Participants may elect to borrow from the Plan based upon specified conditions.
A participant may have two outstanding loans at any time which must be for at
least $1,000. In no case shall the aggregate amount loaned 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; or (b) 50% of
the participant's vested interest. Interest rates range from 7% to 10%.
Principal and interest is repaid ratably through bi-weekly payroll deductions.
(g) Administrative Expenses
The Company provides administrative support for the Plan and pays for certain
administrative and trustee fees.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis.
(b) Use of Estimates
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 net assets available for benefits and disclosure
of contingent assets and liabilities at the date of the financial statements and
the changes in net assets available for benefits during the reporting period.
Actual results could differ from those estimates.
(c) Risks and Uncertainties
The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, mutual funds, and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value of
investment securities, it is possible that changes in risks in the near
<PAGE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
6
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued
(c) Risks and Uncertainties (continued)
term would materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits and the statement
of changes in net assets available for benefits.
(d) Investments
ORI common 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 ORI 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, 1999 and 1998 as reported to the Plan by CGLIC. Realized
investment gains and losses in the separate investment funds are recognized in
the year of sale.
NOTE 3 - ASSETS GREATER THAN 5% OF PLAN ASSETS
Investments that represent 5% or more of the plan assets are as follows:
<TABLE>
December 31,
1999 1998
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<S> <C> <C>
CIGNA Guaranteed Long-Term Account $15,180,243 $15,741,877
CIGNA Stock Market Index Account 5,075,750 3,878,863
CIGNA Separate Account - Fidelity Advisor Balanced Account 2,387,803 2,162,081
CIGNA Separate Account - Fidelity Advisor Growth Opportunities Account 6,426,043 5,117,330
CIGNA Separate Account - Janus Worldwide Account 4,109,313 1,690,822
</TABLE>
NOTE 4 - TAX STATUS
The Internal Revenue Service has issued a determination letter, received on
March 20, 1995, stating that the Plan is designed in accordance with applicable
sections of the Internal Revenue Code (IRC). The Plan has been amended since
receiving the determination letters. However, the Plan's Committee Members still
believe that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC.
NOTE 5 - PLAN TERMINATION
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 shall become 100 percent vested in their accounts and are entitled
to a distribution of their account balances.
<PAGE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
7
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NOTE 6 - RELATED PARTY TRANSACTIONS
The ORI stock account is invested in common or preferred stock of Old Republic
International Corporation, the ultimate parent of the Company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Committee has duly caused this annual report to be signed on behalf of the
undersigned, thereunto duly authorized.
GREAT WEST PROFIT SHARING PLAN, Registrant
By, /s/ Allen J. Johnson
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Allen J. Johnson, Plan Committee
By, /s/ Michael P. Krehbiel
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Michael P. Krehbiel, Plan Committee
By, /s/ R. Scott Rager
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R. Scott Rager, Plan Committee
By, /s/ Gaylen L. TenHulzen
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Gaylen L. TenHulzen, Plan Committee
By, /s/ Scott A. Wilson
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Scott A. Wilson, Plan Committee
Dated: April 28, 2000
<PAGE>
<TABLE>
GREAT WEST CASUALTY COMPANY PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
as of December 31, 1999
Exhibit I
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ITEM 27a: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
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Contract/
Current
Description Value
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<S> <C> <C>
CIGNA Guaranteed Long-Term Account Long-term investment fund $15,180,243
CIGNA Stock Market Index Account Short-term investment fund 5,075,750
CIGNA Separate Account - Fidelity Advisor Balanced Account Pooled separate account 2,387,803
CIGNA Separate Account - Fidelity Advisor Growth Opportunity Account Pooled separate account 6,426,043
ORI Stock Account Common Stock 1,880,872
CIGNA Separate Account - INVESCO Total Return Account Pooled separate account 610,238
CIGNA Separate Account - PBHG Growth Account Pooled separate account 31,464
CIGNA Separate Account - Janus Worldwide Account Pooled separate account 4,109,313
CIGNA Separate Account - Corporate Bond Fund Pooled separate account 121,176
CIGNA Separate Account - Small Value I Berger Pooled separate account 1,543,634
CIGNA Separate Account - Janus Account Pooled separate account 200,084
Participants Loans Participant loans, interest rates 808,790
range from 7.00% to 10.00%
</TABLE>
