<PAGE> 1
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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ---------------------------
WASHINGTON, D.C. 20549
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response 14.00
---------------------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
RLI CORP.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
749607107
- -------------------------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
PAGE 1 OF 4 PAGES
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<PAGE> 2
<TABLE>
<CAPTION>
CUSIP NO. 749607107 13G PAGE 2 OF 4 PAGES
--------------------------- ---- ------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Value Capital Management, Inc.
- ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OR ORGANIZATION
North Carolina, U.S.A.
- ---------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
5 846,912
---------------------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6
BENEFICIALLY 0
OWNED BY ---------------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 940,887
PERSON WITH
---------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
0
- ---------------------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
940,887
- ---------------------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ---------------------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.34%
- ---------------------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA, CO
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
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<PAGE> 3
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer
RLI Corp.
(b) Address of Issuer's Principal Executive Offices
9025 North Lindberg Drive
Peoria, IL 61615
ITEM 2.
(a) Name of Person Filing
Oak Value Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
3100 Tower Boulevard, Suite 800, Durham, North Carolina
27707
(c) Citizenship
North Carolina, U.S.A.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
749607107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [x] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-1(b)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount Beneficially Owned
940,887
(b) Percent of Class
12.34%
(c) Number of shares as to which such person has:
<TABLE>
<S> <C> <C>
(i) sole power to vote or to direct the vote 846,912
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 940,887
(iv) shared power to dispose or to direct the disposition of 0
</TABLE>
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
PAGE 3 OF 4 PAGES
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<PAGE> 4
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of
each member of the group.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See Item 5.
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of May 31, 1997 and
signed as of February 3, 1998
-----------------------------------------------------
/s/ Margaret C. Landis
-----------------------------------------------------
Signature
Margaret C. Landis
Vice President and Director of Investment Operations
-----------------------------------------------------
Name/Title
PAGE 4 OF 4 PAGES
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<PAGE> 1
EXHIBIT 1
---------------------------
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ---------------------------
WASHINGTON, D.C. 20549
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response 14.00
---------------------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
RLI CORP.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- -------------------------------------------------------------------------------
(Title of Class of Securities)
749607107
- -------------------------------------------------------------------------------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
PAGE 1 OF 4 PAGES
----- -----
<PAGE> 2
<TABLE>
<CAPTION>
CUSIP NO. 749607107 13G PAGE 2 OF 4 PAGES
--------------------------- ---- ------
- ---------------------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oak Value Capital Management, Inc.
56-1764262
- ---------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OR ORGANIZATION
North Carolina, U.S.A.
- ---------------------------------------------------------------------------------------------------------------------
SOLE VOTING POWER
5 421,900
---------------------------------------------------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 6 0
BENEFICIALLY
OWNED BY ---------------------------------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 516,775
PERSON WITH
---------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 0
- ---------------------------------------------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
516,775
- ---------------------------------------------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ---------------------------------------------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.61%
- ---------------------------------------------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 4 PAGES
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<PAGE> 3
SCHEDULE 13G
ITEM 1.
(a) Name of Issuer
RLI Corp.
(b) Address of Issuer's Principal Executive Offices
9025 North Lindbergh Drive
Peoria, IL 61615
ITEM 2.
(a) Name of Person Filing
Oak Value Capital Management, Inc.
(b) Address of Principal Business Office or, if none, Residence
3100 Tower Boulevard, Suite 800, Durham, North Carolina 27707
(c) Citizenship
North Carolina, U.S.A.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
749607107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [x] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240.13d-1(b)(ii)(F).
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year
covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five percent,
provide the following information as of that date and identify those
shares which there is a right to acquire.
(a) Amount Beneficially Owned
516,775
(b) Percent of Class
6.61%
(c) Number of shares as to which such person has:
<TABLE>
<S> <C> <C>
(i) sole power to vote or to direct the vote 421,900
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 516,775
(iv) shared power to dispose or to direct the disposition of 0
</TABLE>
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
PAGE 3 OF 4 PAGES
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<PAGE> 4
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in
to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity of
each member of the group.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See Item 5.
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 5, 1997
-----------------------------------------------------
/s/ David Richard Carr, Jr.
-----------------------------------------------------
Signature
David Richard Carr, Jr., President
Chief Investment Officer, Director
-----------------------------------------------------
Name/Title
PAGE 4 OF 4 PAGES
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