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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendement 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 ..................... TO .....................
COMMISSION FILE NUMBER 1-7577
................................................
RELIANCE INSURANCE COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 23-0580680
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4 PENN CENTER PLAZA
PHILADELPHIA, PA 19103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (215) 864-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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$2.68 Series A Cumulative Preferred Stock,
$1.00 Par Value Philadelphia Stock Exchange
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, 44,586,703 shares of the common stock of Reliance
Insurance Company were outstanding, none of which was held by nonaffiliates.
As of March 15, 1995, 934,943 shares of Preferred Stock of Reliance
Insurance Company having a market value of $24,191,650 were held by
nonaffiliates of Reliance Insurance Company. The Preferred Stock was redeemed by
Reliance Insurance effective April 28, 1995.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Reliance Insurance Company 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 the registrant meets the requirements for reduced disclosure
permitted by General Instructions J(1)(a) and (b) of Form 10-K. This
Amendment also reflects 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 III
Items 10 (information concerning the executive officers of the Company was
provided in Part I of the Form 10-K to which this Form 10-K/A, Amendment No. 1
relates), 11, 12 and 13, which comprise Part III, are not required pursuant to
the reduced disclosure requirements applicable to this Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) 1. FINANCIAL STATEMENTS.
The consolidated financial statements of Reliance Insurance Company and
Subsidiaries, which appear on pages 1 through 22 of the Reliance Insurance
Group's 1994 Annual Report, are incorporated herein by reference.
<TABLE>
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PAGE REFERENCE
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1994
ANNUAL
FORM 10-K REPORT
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RELIANCE INSURANCE COMPANY 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 Common Shareholder's Equity............................... 3
Statement of Cash Flows........................................................... 4
Notes to Financial Statements (1-18).............................................. 5-22
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2. FINANCIAL STATEMENT SCHEDULES
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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
</TABLE>
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.
25
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3. EXHIBITS
<TABLE>
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3.1 Charter of Reliance Insurance Company, as amended (incorporated by reference to Exhibit 3.1 to
Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1988).
3.2 Reliance Insurance Company By-Laws, as amended (incorporated by reference to Exhibit 3.2 to Reliance
Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1990).
3.3 Amendment to Reliance Insurance Company By-Laws (incorporated by reference to Exhibit 3.3 to Reliance
Insurance Company 's Annual Report on Form 10-K for the year ended December 31, 1991).
*4.
+10.1 1990 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.2 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1990).
+10.2 1991 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.3 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1991).
+10.3 1992 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1992).
+10.4 1993 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1993).
**+10.5 1994 Management Incentive Plan of Reliance Insurance Company.
+10.6 Employment Agreement between Reliance Insurance Company and Saul P. Steinberg, dated as of January 1,
1992 (incorporated by reference to Exhibit 10.7 to Reliance Group Holdings' Annual Report on Form 10-K
for the year ended December 31, 1991).
+10.7 First Amendment, dated as of January 1, 1994, to Employment Agreement between Reliance Insurance
Company and Saul P. Steinberg, dated as of January 1, 1992 (incorporated by reference to Exhibit 10.6
to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1993).
+10.8 Second Amendment, dated as of March 31, 1994, to Employment Agreement dated as of January 1, 1992
between Reliance Insurance Company and Saul P. Steinberg (incorporated by reference to Exhibit 10.1
to Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.9 Employment Agreement Between Reliance Insurance Company and Robert M. Steinberg, dated as of January
1, 1994 (incorporated by reference to Exhibit 10.7 to Reliance Insurance Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
</TABLE>
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* Neither Reliance Insurance Company 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 Insurance Company 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.
** Previously filed with the Form 10-K to which this Form 10-K/A, Amendment
No. 1, relates.
+ Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
26
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<TABLE>
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+10.10 First Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1994,
between Reliance Insurance Company and Robert M. Steinberg (incorporated by reference to Exhibit 10.2
to Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994).
+10.11 Reliance National Risk Specialists 1988 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1988).
+10.12 Reliance National Risk Specialists 1992 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1993).
+10.13 Reliance National Risk Specialists 1993 Key Management Incentive Plan (incorporated by reference to
Exhibit 10.10 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December
31, 1993).
**+10.14 Reliance National Risk Specialists 1994 Key Management Incentive Plan.
+10.15 Memorandum, dated February 8, 1989, summarizing employment arrangements between Reliance Insurance
Company and Dennis Busti (incorporated by reference to Exhibit 10.8 to Reliance Insurance Company's
Annual Report on Form 10-K for the year ended December 31, 1988).
10.16 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).
10.17 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).
10.18 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).
10.19 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).
10.20 Amendment, dated November 2, 1992, to Exhibit 10.16 (incorporated by reference to Exhibit 2.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the Quarter ended September 30, 1992).
10.21 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).
10.22 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).
10.23 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).
</TABLE>
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+ Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
** Previously filed with the Form 10-K to which this Form 10-K/A, Amendment
No. 1, relates.
27
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<TABLE>
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10.24 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).
10.25 First Amendment, dated as of May 31, 1993, to Exhibit 10.24 (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).
10.26 Amendment, dated July 14, 1993, to Exhibit 10.24 (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 Insurance Group 1994 Annual Report.
**21.1 List of Subsidiaries of Reliance Insurance Company.
**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).
</TABLE>
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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 Company, 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.
28
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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 28TH DAY OF
APRIL, 1995.
RELIANCE INSURANCE COMPANY
By: ROBERT M. STEINBERG
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ROBERT M. STEINBERG
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
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RELIANCE INSURANCE COMPANY
EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER
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3.1 Charter of Reliance Insurance Company, as amended (incorporated by reference to Exhibit 3.1 to
Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1988).
3.2 Reliance Insurance Company By-Laws, as amended (incorporated by reference to Exhibit 3.2 to
Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1990).
3.3 Amendment to Reliance Insurance Company By-Laws (incorporated by reference to Exhibit 3.3 to
Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31, 1991).
*4.
+10.1 1990 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.2 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1990).
+10.2 1991 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.3 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1991).
+10.3 1992 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1992).
+10.4 1993 Management Incentive Plan of Reliance Insurance Company (incorporated by reference to Exhibit
10.4 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1993).
**+10.5 1994 Management Incentive Plan of Reliance Insurance Company.
+10.6 Employment Agreement between Reliance Insurance Company and Saul P. Steinberg, dated as of January
1, 1992 (incorporated by reference to Exhibit 10.7 to Reliance Group Holdings' Annual Report on
Form 10-K for the year ended December 31, 1991).
+10.7 First Amendment, dated as of January 1, 1994, to Employment Agreement between Reliance Insurance
Company and Saul P. Steinberg, dated as of January 1, 1992 (incorporated by reference to Exhibit
10.6 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended December 31,
1993).
+10.8 Second Amendment, dated as of March 31, 1994, to Employment Agreement dated as of January 1, 1992
between Reliance Insurance Company and Saul P. Steinberg (incorporated by reference to Exhibit
10.1 to Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994).
+10.9 Employment Agreement Between Reliance Insurance Company and Robert M. Steinberg, dated as of
January 1, 1994 (incorporated by reference to Exhibit 10.7 to Reliance Insurance Company's Annual
Report on Form 10-K for the year ended December 31, 1993).
</TABLE>
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* Neither Reliance Insurance Company 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 Insurance Company 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.
** Previously filed with the Form 10-K to which this Form 10-K/A, Amendment
No. 1, relates.
+ Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<S> <C>
+10.10 First Amendment, dated as of March 31, 1994, to Employment Agreement, dated as of January 1, 1994,
between Reliance Insurance Company and Robert M. Steinberg (incorporated by reference to Exhibit
10.2 to Reliance Insurance Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1994).
+10.11 Reliance National Risk Specialists 1988 Key Management Incentive Plan (incorporated by reference
to Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended
December 31, 1988).
+10.12 Reliance National Risk Specialists 1992 Key Management Incentive Plan (incorporated by reference
to Exhibit 10.9 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended
December 31, 1993).
+10.13 Reliance National Risk Specialists 1993 Key Management Incentive Plan (incorporated by reference
to Exhibit 10.10 to Reliance Insurance Company's Annual Report on Form 10-K for the year ended
December 31, 1993).
**+10.14 Reliance National Risk Specialists 1994 Key Management Incentive Plan.
+10.15 Memorandum, dated February 8, 1989, summarizing employment arrangements between Reliance Insurance
Company and Dennis Busti (incorporated by reference to Exhibit 10.8 to Reliance Insurance
Company's Annual Report on Form 10-K for the year ended December 31, 1988).
10.16 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).
10.17 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).
10.18 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).
10.19 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).
10.20 Amendment, dated November 2, 1992, to Exhibit 10.16 (incorporated by reference to Exhibit 2.1 to
Reliance Group Holdings' Quarterly Report on Form 10-Q for the Quarter ended September 30, 1992).
10.21 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).
10.22 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).
</TABLE>
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** Previously filed with the Form 10-K to which this Form 10-K/A, Amendment
No. 1, relates.
+ Management contract or compensatory plan or arrangement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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10.23 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).
10.24 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).
10.25 First Amendment, dated as of May 31, 1993, to Exhibit 10.24 (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).
10.26 Amendment, dated July 14, 1993, to Exhibit 10.24 (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 Insurance Group 1994 Annual Report.
**21.1 List of Subsidiaries of Reliance Insurance Company.
**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).
</TABLE>
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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 Company, 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.
