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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ..................... TO .....................
COMMISSION FILE NUMBER 1-7080
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RELIANCE FINANCIAL SERVICES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 51-0113548
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
PARK AVENUE PLAZA
55 EAST 52ND STREET
NEW YORK, NEW YORK 10055
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 909-1100
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Senior Reset Notes, Due November 1, 2000 New York Stock Exchange
Senior Reset Notes, Due December 1, 2000 New York Stock Exchange
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
The registrant meets the conditions set forth in General Instructions
J(1)(a) and (b) of Form 10-K and is therefore filing this Form with reduced
disclosure as permitted thereunder.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 15, 1995, 1,000 shares of the common stock of Reliance
Financial Services Corporation were outstanding, none of which were held by
nonaffiliates.
DOCUMENTS INCORPORATED BY REFERENCE:
Reliance Financial Services Corporation 1994 Annual
Report--Parts I, II and IV.
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The purpose of this Amendment No. 1 on Form 10-K/A is to reflect
that Exhibit 28.1 is being incorporated by reference from Reliance Group
Holdings, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1994.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) 1. FINANCIAL STATEMENTS.
The consolidated financial statements of Reliance Financial Services
Corporation and Subsidiaries, which appear on pages 1 through 25 of the Reliance
Financial 1994 Annual Report, are incorporated herein by reference.
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PAGE REFERENCE
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1994
ANNUAL
FORM 10-K REPORT
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RELIANCE FINANCIAL SERVICES CORPORATION AND SUBSIDIARIES:
Independent Auditors' Report.......................................................... A-1
Consolidated Financial Statements at December 31, 1994 and 1993 and for the three
years ended December 31, 1994:
Statement of Income.............................................................. 1
Balance Sheet.................................................................... 2
Statement of Changes in Shareholder's Equity..................................... 3
Statement of Cash Flows.......................................................... 4
Notes to Financial Statements (1-19)............................................. 5-25
2. FINANCIAL STATEMENT SCHEDULES:
I--Summary of Investments--Other Than Investments in Related Parties................. A-2
II-- Condensed Financial Information of the Registrant at December 31, 1994 and
1993 and for the three years ended December 31, 1994:
Statement of Income......................................................... A-3
Balance Sheet............................................................... A-4
Statement of Cash Flows..................................................... A-5
III--Supplementary Insurance Information.............................................. A-6
IV--Reinsurance....................................................................... A-7
VI-- Supplemental Information Concerning Property and Casualty Insurance
Operations..................................................................... A-8
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Pursuant to Rule 1-02(v) of Regulation S-X, Reliance Insurance Group's
investment in Zenith National Insurance Corp. meets the definition of a
'significant subsidiary.' Zenith National Insurance Corp. files financial
statements with the Securities and Exchange Commission which should be referred
to for additional information.
23
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3. EXHIBITS
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3.1 Reliance Financial's Certificate of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 to Registration Statement No. 2-458933).
3.2 Amendment to Exhibit 3.1 (incorporated by reference to Exhibit 3.2 to Registration Statement No.
2-60201).
3.3 Amendment to Exhibit 3.1 (incorporated by reference to Exhibit 3.3 to Reliance Financial's
Annual Report on Form 10-K for the year ended December 31, 1983).
3.4 Reliance Financial's By-Laws, as amended (incorporated by reference to Exhibit 3.4 to Reliance
Financial's Annual Report on Form 10-K for the year ended December 31, 1990).
*4.
10.1 Asset Purchase Agreement, dated July 24, 1992, between Frank B. Hall & Co. Inc. ('Hall') and Aon
Corporation ('Aon') (incorporated by reference to Exhibit 2.1 to Reliance Group Holdings'
Quarterly Report on Form 10-Q for the Quarter ended June 30, 1992).
10.2 Agreement and Plan of Merger, dated as of July 24, 1992, among Reliance Group Holdings, Hall
and Prometheus Liquidating Corp. (incorporated by reference to Exhibit 2.2 to Reliance Group
Holdings' Quarterly Report on Form 10-Q for the Quarter ended June 30, 1992).
10.3 Parent Undertaking Agreement, dated July 24, 1992, among Reliance Group Holdings, Inc.,
Reliance Insurance Company and Aon (incorporated by reference to Exhibit 28.1 to Reliance
Group Holdings' Quarterly Report on Form 10-Q for the Quarter ended June 30, 1992).
10.4 Employee Benefit Agreement, dated July 24, 1992, among Reliance Group Holdings and Aon
(incorporated by reference to Exhibit 28.2 to Reliance Group Holdings' Quarterly Report on
Form 10-Q for the Quarter ended June 30, 1992).
10.5 Amendment, dated November 2, 1992, to Exhibit 10.1 (incorporated by reference to Exhibit 2.1
to Reliance Group Holdings' Quarterly Report on Form 10-Q for the Quarter ended September 30,
1992).
10.6 Underwriting Agreement, dated October 30, 1992, among Shearson Lehman Brothers Inc., Salomon
Brothers, Inc., Commonwealth Land Title Insurance Company ('Commonwealth'), Commonwealth
Mortgage Assurance Company ('CMAC') and CMAC Investment Corporation ('CIC') (incorporated by
reference to Exhibit 10.1 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the
Quarter ended September 30, 1992).
10.7 International Underwriting Agreement, dated October 30, 1992, among Lehman Brothers
International Limited, Salomon Brothers International Limited, Commonwealth, CMAC and CIC
(incorporated by reference to Exhibit 10.2 to Reliance Group Holdings' Quarterly Report on
Form 10-Q for the Quarter ended September 30, 1992).
10.8 Settlement Agreement and Release, dated June 2, 1989, between James P. Corcoran,
Superintendent of Insurance of the State of New York, as Liquidator of Union Indemnity
Insurance Company of New York, Inc. and Hall (now known as Prometheus Funding Corp.)
(incorporated by reference to Exhibit 10.01 to Frank B. Hall & Co. Inc.'s report on Form 10-Q
for the Quarter ended June 30, 1989).
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* Neither Reliance Financial nor its subsidiaries is a party to any
instrument relating to long-term debt under which the securities
authorized exceed 10% of the total consolidated assets of Reliance
Financial and its subsidiaries. Copies of instruments relating to
long-term debt of lesser amounts will be provided to the Securities and
Exchange Commission upon request.
24
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10.9 Stock Purchase Agreement, dated April 3, 1993, by and among Reliance Group Holdings, Inc.,
Reliance Insurance Company and General Electric Capital Corporation (incorporated by
reference to Exhibit 10.22 to Reliance Insurance Company's Annual Report on Form 10-K for the
year ended December 31, 1992).
10.10 First Amendment, dated as of May 31, 1993, to Exhibit 10.9 (incorporated by reference to
Exhibit 2.2 to Reliance Insurance Company's Current Report on Form 8-K dated (date of
earliest event reported) July 14, 1993).
10.11 Amendment, dated July 14, 1993, to Exhibit 10.9 (incorporated by reference to Exhibit 2.3 to
Reliance Insurance Company's Current Report on Form 8-K dated (date of earliest event
reported) July 14, 1993).
**13.1 Reliance Financial 1994 Annual Report.
**27.1 Financial Data Schedule.
+28.1 Schedule P from the statutory reports of the Reliance Property and Casualty Companies (incorporated by
reference to Exhibit 28.1 to Reliance Group Holdings' Annual Report on Form 10-K for the year ended
December 31, 1994).
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+ Schedule P from the statutory reports of Zenith National Insurance Corp.,
34.7% of the outstanding common stock of which is owned by the Reliance
Insurance Group, is omitted herefrom as such Schedule P is filed directly
with the Securities and Exchange Commission.
** Previously filed with the Form 10-K to which this Form 10-K/A Amendment
No. 1 relates.
(B) REPORTS ON FORM 8-K
During the last quarter of the period for which this report is filed, the
Company filed a Report on Form 8-K, dated (date of earliest event reported)
November 28, 1994, reporting an Item 5 matter regarding an order of the
insurance commissioner of California.
25
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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, ON THE
27TH DAY OF APRIL, 1995.
RELIANCE FINANCIAL SERVICES
COPORPORATION
By: SAUL P. STEINBERG
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SAUL P. STEINBERG
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
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RELIANCE FINANCIAL SERVICES CORPORATION
EXHIBIT INDEX
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EXHIBIT
NUMBER
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3.1 Reliance Financial's Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1
to Registration Statement No. 2-458933).
3.2 Amendment to Exhibit 3.1 (incorporated by reference to Exhibit 3.2 to Registration Statement No.
2-60201).
3.3 Amendment to Exhibit 3.1 (incorporated by reference to Exhibit 3.3 to Reliance Financial's Annual
Report on Form 10-K for the year ended December 31, 1983).
3.4 Reliance Financial's By-Laws, as amended (incorporated by reference to Exhibit 3.4 to Reliance
Financial's Annual Report on Form 10-K for the year ended December 31, 1990).
*4.
10.1 Asset Purchase Agreement, dated July 24, 1992, between Frank B. Hall & Co. Inc. ('Hall') and Aon
Corporation ('Aon') (incorporated by reference to Exhibit 2.1 to Reliance Group Holdings' Quarterly
Report on Form 10-Q for the Quarter ended June 30, 1992).
10.2 Agreement and Plan of Merger, dated as of July 24, 1992, among Reliance Group Holdings, Hall and
Prometheus Liquidating Corp. (incorporated by reference to Exhibit 2.2 to Reliance Group Holdings'
Quarterly Report on Form 10-Q for the Quarter ended June 30, 1992).
10.3 Parent Undertaking Agreement, dated July 24, 1992, among Reliance Group Holdings, Inc., Reliance
Insurance Company and Aon (incorporated by reference to Exhibit 28.1 to Reliance Group Holdings'
Quarterly Report on Form 10-Q for the Quarter ended June 30, 1992).
10.4 Employee Benefit Agreement, dated July 24, 1992, among Reliance Group Holdings and Aon (incorporated by
reference to Exhibit 28.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the Quarter
ended June 30, 1992).
10.5 Amendment, dated November 2, 1992, to Exhibit 10.1 (incorporated by reference to Exhibit 2.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the Quarter ended September 30, 1992).
10.6 Underwriting Agreement, dated October 30, 1992, among Shearson Lehman Brothers Inc., Salomon Brothers,
Inc., Commonwealth Land Title Insurance Company ('Commonwealth'), Commonwealth Mortgage Assurance
Company ('CMAC') and CMAC Investment Corporation ('CIC') (incorporated by reference to Exhibit 10.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the Quarter ended September 30, 1992).
10.7 International Underwriting Agreement, dated October 30, 1992, among Lehman Brothers International
Limited, Salomon Brothers International Limited, Commonwealth, CMAC and CIC (incorporated by reference
to Exhibit 10.2 to Reliance Group Holdings' Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1992).
10.8 Settlement Agreement and Release, dated June 2, 1989, between James P. Corcoran, Superintendent of
Insurance of the State of New York, as Liquidator of Union Indemnity Insurance Company of New York,
Inc. and Hall (now known as Prometheus Funding Corp.) (incorporated herein by reference to Exhibit
10.01 to Frank B. Hall & Co. Inc.'s report on Form 10-Q for the Quarter ended June 30, 1989).
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* Neither Reliance Financial nor its subsidiaries is a party to any instrument
relating to long-term debt under which the securities authorized exceed 10%
of the total consolidated assets of Reliance Financial and its subsidiaries.
Copies of instruments relating to long-term debt of lesser amounts will be
provided to the Securities and Exchange Commission upon request.
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EXHIBIT
NUMBER
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10.9 Stock Purchase Agreement, dated April 3, 1993, by and among Reliance Group Holdings, Inc., Reliance
Insurance Company and General Electric Capital Corporation (incorporated by reference to Exhibit 10.22
to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1992).
10.10 First Amendment, dated as of May 31, 1993, to Exhibit 10.9 (incorporated by reference to Exhibit 2.2 to
Reliance Insurance Company's Current Report on Form 8-K dated (date of earliest event reported) July
14, 1993).
10.11 Amendment, dated July 14, 1993, to Exhibit 10.9 (incorporated by reference to Exhibit 2.3 to Reliance
Insurance Company's Current Report on Form 8-K dated (date of earliest event reported) July 14, 1993).
**13.1 Reliance Financial 1994 Annual Report.
**27.1 Financial Data Schedule.
+28.1 Schedule P from the statutory reports of the Reliance Property and Casualty Companies (incorporated by
reference to Exhibit 28.1 to Reliance Group Holdings' Annual Report on Form 10-K for the year ended
December 31, 1994).
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+ Schedule P from the statutory reports of Zenith National Insurance Corp.,
34.7% of the outstanding common stock of which is owned by the Reliance
Insurance Group, is omitted herefrom as such Schedule P is filed directly
with the Securities and Exchange Commission.
** Previously filed with the Form 10-K to which this Form 10-K/A Amendment
No. 1 relates.
