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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
(FEE REQUIRED)
For the fiscal year ended: December 31, 1993
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: 0-4625
OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware No. 36-2678171
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
307 North Michigan Avenue, Chicago,Illinois 60601
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 312-346-8100
Securities registered pursuant to Section 12(b) of the Act:
Share/Par Value Outstanding Name of each exchange
Title of each class February 28, 1994 on which registered
5 3/4% Convertible Subordinated
Debentures Due August 15, 2002 $110,000,000 New York Stock Exchange
8 3/4% Series H Cumulative
Preferred Stock 2,300,000 New York Stock Exchange
Common Stock/$1 par value 51,871,422 * New York Stock Exchange
(*) Excludes 4,439,267 common shares issued, outstanding and held by an affiliate, which are classified as treasury stock for
financial accounting purposes only.
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 Ill of this Form 10-K or any amendment to this Form 10-K. X
The aggregate market value of the Company's voting Common Stock held by non-affiliates of the registrant computed by reference to
the closing price at which the stock was quoted as of February 28, 1994 was $1,231,946,273.
Documents incorporated by reference:
The following documents are incorporated by reference into that part of this
Form 10-K designated to the right of the document title.
Title Part
Proxy statement for the 1994 Annual Meeting of Shareholders III, Items 10, 11, 12 and 13
Exhibits as specified in exhibit index IV, Item 14
PART I
Item 1-Business
(a) General Development of Business. Old Republic International Corporation is
a Chicago-based insurance holding company with subsidiaries engaged in the
general (property & liability), title, mortgage guaranty, and life (life &
disability) insurance businesses. In this report, "Old Republic", "the
Corporation", or "the Company" refers to Old Republic International Corporation
and its subsidiaries as the context requires. The aforementioned insurance
segments are organized as the Old Republic General, Title, Mortgage Guaranty,
and Life Groups, and references herein to such groups apply to the Company's
subsidiaries engaged in the respective segments of business.
Financial Information Relating to Segments of Business (a)
The contributions to net revenues, income (loss) before taxes and before the
cumulative effect of accounting changes of each Old Republic segment are set
forth below for the years shown, together with their respective assets at the
end of each year. The information below should be read in conjunction with the
consolidated financial statements, the notes thereto, and the "Management
Analysis of Financial Position and Results of Operations" appearing elsewhere
herein.
($ in Millions)
Years Ended December 31,
Net Revenues (b) Income (Loss) Before Taxes
1993 1992 1991 1993 1992 1991
General. . . . . . . . $ 1,058.5 $ 1,001.8 $933.3 $ 124.5 $ 118.7 $ 118.1
Title. . . . . . . . . 467.9 412.8 313.5 32.1 26.9 15.7
Mortgage Guaranty. . . 118.6 78.8 55.8 61.3 43.8 28.2
Life . . . . . . . . . 49.5 60.0 49.0 6.5 18.9 10.7
Other Operations - Net 1.3 .6 1.6 (21.4) (20.5) (18.7)
Subtotal . . . . . . . 1,696.0 1,554.2 1,353.4 203.0 187.9 154.1
Realized Investment Gains 0.2 62.8 21.1 40.2 62.8 21.1
Total. . . . . . . . . $1,736.3 $ 1,617.0 $1,374.5 $ 243.3 $ 250.7 $ 175.2
Assets at December 31,
1993 (c) 1992 1991
General. . . . . . . . $5,075.1 $ 3,292.1 $2,994.8
Title. . . . . . . . . 402.7 373.3 328.6
Mortgage Guaranty. . . 408.3 288.0 211.3
Life . . . . . . . . . 336.8 292.6 285.7
Total. . . . . . . . . $6,098.3 $ 4,141.6 $3,713.2
(a) Reference is made to the table in Note 7 of the Notes to Consolidated Financial Statements,
incorporated herein by reference, which shows the contribution of each subcategory to consolidated
net revenues and income or loss before income taxes of Old Republic's insurance industry segments.
(b) Revenues consist of net premiums, fees, net investment and other income earned; realized investment
(c) See Item 6 - Selected Financial Data, note (b)
General Insurance Group
Through its General Insurance Group subsidiaries, the Corporation assumes
risks and performs related risk management and marketing services pertaining to
a large variety of property and liability commercial insurance coverages. Old
Republic does not have a meaningful participation in personal lines of
insurance.
Liability Coverages: Workers' compensation, general liability (including the
general liability portion of commercial package policies), and commercial
automobile full coverage protection are the major classes of insurance
underwritten for businesses and public entities such as municipalities. Within
these classes of insurance, Old Republic specializes in a number of industries,
most prominently the transportation, coal and energy services, construction and
forest product industries. Such business is primarily produced through agency
and brokerage channels.
The rates charged for all workers' compensation insurance are generally
regulated by the various states. It is therefore possible that the rate
increases necessary to cover any expansion of benefits under state laws or
increases in claim frequency or severity may not always be granted soon enough
to enable insurers to fully recover the amount of the benefits they must pay.
During the past ten years, the Corporation has steadily diversified its
General Insurance Group business. This diversification has been achieved through
a combination of internal growth, the establishment of new subsidiaries, and
through selective mergers with other companies. For 1993, production of direct
workers' compensation premiums accounted for 34.0% of consolidated direct
premiums written by the General Insurance Group. For the same year, general
liability and commercial automobile direct insurance premiums amounted to 11.3%
and 31.0%, respectively, of consolidated direct premiums written.
During the past decade, specialty programs have also been expanded or
initiated to insure corporations' exposures to directors' and officers' and
errors and omissions liability, to cover owners and operators of private
aircraft for hull and liability exposures, and insurance for grain elevators and
LPG gas operations.
The Corporation assumes (on both treaty and facultative bases) a moderate
amount of reinsurance business underwritten by other insurance or reinsurance
companies. Most of this business encompasses workers' compensation, general and
automobile liability lines, as well as a moderate amount of property exposures.
Property and Other Coverages: Old Republic's property insurance business
includes physical damage insurance on commercial automobile and trucking risks.
A small volume of business is represented by fire and other physical perils for
houses, mobile homes and commercial properties. All such insurance is produced
either directly, through agents or financial intermediaries, such as finance
companies, and on a reinsurance assumed basis.
Fidelity and surety coverages are underwritten through agents by the Old
Republic Surety Group, Inc.
Old Republic Insured Credit Services, Inc., a wholly-owned subsidiary, has
marketed loan and retail installment sales credit guaranty insurance since 1955
through commercial banks and thrift institutions. This coverage provides lenders
with a guaranty against defaults on home equity and home improvement loans and
installment sales contracts.
Auto Warranty and Home Warranty, while still relatively small businesses, are
marketed directly by the Corporation.
Title Insurance Group
The title insurance business consists primarily of the issuance of policies
to real estate purchasers and investors based upon searches of the public
records which contain information concerning interests in real property. The
policy insures against losses arising out of defects, liens and encumbrances
affecting the insured title and not excluded or excepted from the coverage of
the policy.
There are two basic types of title insurance policies: lenders' policies and
owners' policies. Both are issued for a onetime premium. Most mortgages made in
the United States are extended by savings and loan associations, mortgage
bankers, savings and commercial banks, state and federal agencies, and life
insurance companies. The financial institutions secure title insurance policies
to protect their mortgagees' interest in the real property. This protection
remains in effect for as long as the mortgagee has an interest in the property.
A separate title insurance policy is issued to the owner of the real estate. An
owner's policy of title insurance protects an owner's interest in the title to
the property.
The premiums charged for the issuance of title insurance policies vary with
the policy amount and the type of policy issued. The premium is collected in
full when the real estate transaction is closed, there being no recurring fee
thereafter. In many areas, premiums charged on subsequent policies on the same
land may be reduced, depending generally upon the time elapsed between issuance
of the previous policies and the nature of the transactions for which the
policies are issued. Most of the charge to the consumer relates to title
services rendered in conjunction with the issuance of a policy rather than to
the possibility of loss due to risks insured against. Accordingly, the service
performed by a title insurer relates for the most part to the prevention of loss
rather than to the assumption of the risk of loss.
In connection with its title insurance operations, the Corporation also
provides escrow facilities, services for the disbursement of construction funds,
and other services pertaining to real estate transfers.
Mortgage Guaranty Group
Real estate mortgage loan insurance protects lending institutions against
certain losses, generally to the extent of 10% to 30% of the sum of the
outstanding amount of each insured mortgage loan, and allowable costs incurred
in the event of default by the borrower. The Corporation insures only first
mortgage loans, primarily on residential properties having one-to-four family
dwelling units.
Mortgage guaranty insurance premiums originate from savings and loan
associations and other lending institutions. Approximately 21% of the
Corporation's residential real estate loan insurance business is currently
originated by savings and loan associations, and the remaining 79% is produced
through other lenders. Increased failures of savings and loan associations and
other lending institutions have not had and should not have a bearing on the
mortgage guaranty or other coverages in the Corporation's business since the
profitability of its insurance products is not tied to any significant degree to
the financial well-being of these institutions. While it is possible that the
failure of a large number of such institutions could increase the competition
for sales of certain insurance products to the surviving institutions, it is
also likely that other institutions or providers of financial services would
emerge to take their place. The Corporation's mortgage guaranty insurance in
force at December 31, 1993 was originally produced by about 2,800 different
lending institutions, and 1,500 such institutions originated business in 1993.
Both annual and single premium plans for residential real estate loan
insurance are offered. Annual plans provide coverage on a year-to-year basis
with first-year premiums being dependent on the loan-to-value ratio and the
coverage offered. Annual renewal premiums are charged on the basis of the
outstanding loan balance on the anniversary date or, if selected, on the
original loan balance. Single premium plans provide coverage for a period of
from three to fifteen years, or the number of years required to amortize a
standard mortgage to an 80% loan-to-value ratio, if selected. The premium charge
similarly depends on the loan-to-value ratio, the coverage offered, the type of
loan instrument (whether fixed rate/fixed payment or an adjustable mortgage
loan) and whether the property is to be owner occupied. Approximately 98% of the
residential real estate loan insurance in force at December 31, 1993 has been
written under annual premium plans.
The Corporation limits its residential real estate insurance to lenders
approved by it and supervised or regulated by federal or state authorities in
order to obtain reasonable assurance as to the effectiveness of such
institutions' lending practices. A master policy is issued to each approved
lender, but the master policy does not obligate the Corporation to issue
insurance on any particular loan. To obtain insurance on a specific mortgage
loan, an approved lender submits an application, supported by a copy of the
borrower's loan application, an appraisal report on the property by either the
lender or an independent appraiser, a written credit report on the borrower, an
affidavit of the borrower's equity and certain other information. The
underwriting department reviews this material and approves or rejects the
application, usually on the day it is received. The Corporation generally
adheres to the underwriting guidelines published by the Federal Home Loan Mort-
gage Corporation. Upon approval of an application for insurance of a loan, the
Corporation issues a commitment to insure the loan; this is followed by a
certificate of insurance when the loan is consummated.
Life Insurance Group
Credit & Other Life and Disability: Old Republic markets and writes consumer
credit life and disability insurance primarily through consumer finance
companies, banks, savings and loan associations and automobile dealers. Approx-
imately one-half of the borrowers insured under consumer credit life insurance
are also covered by consumer credit disability protection. Credit life insurance
provides for the repayment of a loan, installment purchase, or other debt
obligation in the event of the death of the borrower, while credit disability
insurance provides for the payment of installments due on such debt while the
borrower is disabled.
Old Republic has written various conventional disability/accident and health
insurance coverages for many years, principally on a direct marketing basis
through banks and other financial services institutions. Ordinary term life
insurance is sold through independent agents and brokers for relatively large
face amounts, in both the United States and Canada. Marketing of term life
insurance products is aimed principally toward self-employed individuals,
professionals, and owners of small businesses.
Annuities: In the past, Old Republic marketed annuity policies, some of which
remain outstanding, through securities dealers in New York State. These policies
provide for annuity benefits based on premiums paid and accumulating with
interest over time. Since 1985, the volume of annuity business has been
inconsequential because the Corporation has been unwilling to invest in
so-called "junk bonds" or illiquid investments to help assure higher, more
competitive guaranteed rates. Consolidated Underwriting Statistics
The following table reflects underwriting statistics covering: 1) premiums
together with loss, expense, and policyholders' dividend ratios for the major
coverages underwritten solely in the General, Title, and Mortgage Guaranty in-
surance groups, and disability/accident & health coverages underwritten directly
or through reinsurance in both the Life and General Insurance groups; 2) a
summary of net retained life insurance in force at the end of the years shown:
($ in Millions)
Years Ended December 31,
General Insurance Group: 1993 1992 1991
Overall Experience:
Net Premiums Written . . . . . . . $ 876.7 $ 799.8 $ 744.6
Net Premiums Earned (a). . . . . . $ 866.3 $ 806.2 $ 747.2
Loss Ratio . . . . . . . . . . . . 81% 76% 79%
Policyholders' Dividend Ratio. . . (1)% 5% 4%
Expense Ratio(a) . . . . . . . . . 26% 27% 24%
Composite Ratio. . . . . . . . . . 106% 108% 107%
Experience by Major Coverages:
Workers' Compensation:
Net Premiums Earned (a). . . . . . $ 271.1 $ 261.2 $ 271.6
Loss Ratio . . . . . . . . . . . . 96% 79% 92%
Policyholders' Dividend Ratio. . . (2)% 16% 10%
Commercial Automobile (Principally trucking):
Net Premiums Earned (a). . . . . . $ 284.1 $ 251.5 $ 224.1
Loss Ratio . . . . . . . . . . . . 77% 75% 77%
General Liability:
Net Premiums Earned (a). . . . . . $ 54.0 $ 51.0 $ 45.3
Loss Ratio . . . . . . . . . . . . 80% 79% 61%
Property and Other Coverages:
Net Premiums Earned (a). . . . . . $ 257.3 $ 242.6 $ 206.2
Loss Ratio . . . . . . . . . . . . 69% 74% 69%
Title Insurance Group:(b)
Net Premiums Earned. . . . . . . . $249.6 $206.1 $156.2
Combined Net Premiums & Fees Earned 449.4 394.5 297.6
Loss Ratio: To Net Premiums Earned 26% 30% 21%
: To Net Premiums & Fees Earned 15% 16% 11%
Mortgage Guaranty Group:
Net Premiums Earned (b) . . . . . $ 96.8 $ 61.6 $40.8
Loss Ratio (a) . . . . . . . . . . 26% 23% 36%
Disability/Accident & Health (c):
Net Premiums Earned. . . . . . . . $20.6 $19.7 $17.4
Loss Ratio . . . . . . . . . . . . 59% 45% 59%
Net Retained Life Insurance In Force:
Ordinary Life. . . . . . . . . . . $4,046.7 $3,188.8 $2,240.7
Credit and Other Life. . . . . . . 239.8 326.5 452.8
Total. . . . . . . . . . . . . . $4,286.7 $3,515.5 $2,693.7
(a) Statutory net premiums earned and expense ratios may vary from amounts calculated pursuant to generally accepted accounting
principles due to differences in the calculation of unearned premium reserves and acquisition cost under each accounting
method.
(b) Amounts and ratios reported are determined pursuant to generally accepted accounting principles.
(c) Disability/accident & health data reflect the composite experience of the Life and General Insurance segments of business.
Accordingly, the General Insurance Group composite experience includes premiums and related costs for disability/accident &
health coverages underwritten directly or through reinsurance in such group.
Variations in the loss (including related claim settlement expense) ratios
are caused by changes in the frequency and severity of claims incurred, changes
in premium rates and the level of premium refunds, and periodic changes in claim
and claim expense reserve estimates resulting from ongoing reevaluations of
reported and unreported claims and claim expenses. Loss, expense, policyholders'
dividends, and composite ratios have been rounded to the nearest percentage
point. The loss ratios include loss adjustment expenses where appropriate.
Policyholders' dividends are a reflection of changes in loss experience for
individual or groups of policies, rather than overall results, and should be
viewed in conjunction with loss ratio trends; policyholders' dividends apply
principally to workers' compensation insurance.
General Insurance Group loss ratios for workers' compensation and liability
insurance coverages in particular may fluctuate due to a variety of factors. The
inherent volatility of claims experience due to chance events in any one year,
greater loss costs emanating from involuntary business (i.e. from industry-wide
insurance pools and associations in which participation is basically mandatory),
and added provisions for loss costs not recoverable from assuming reinsurers
which have experienced financial difficulties are some of the major factors
influencing comparisons of loss ratios between years. The Company generally
underwrites concurrently workers' compensation, commercial automobile (liability
and physical damage), and general liability insurance coverages for a large
number of customers. Accordingly, an evaluation of trends in premiums, loss and
dividend ratios for these coverages should take such concurrent underwriting
assumptions into account.
The Title Insurance Group loss ratios for the years presented are relatively
the same as there has been no material change in frequency and severity trends
in the last three years. In 1993 and 1992, however, additional claim provisions
of $13.3 million and $15.0 million, respectively, covering various escrow losses
in process of final settlement increased the loss ratio compared to premiums and
fees earned by 3% and 4%, respectively. The improvement in recent years in the
mortgage guaranty loss ratio is due to lower claim frequency and the beneficial
effects of higher premium rates.
The increases in net ordinary life insurance in force, is attributed to the
introduction beginning in 1990 of more favorably priced life products that have
received greater market acceptance.
General Insurance Claim Reserves
The Corporation's property and liability insurance subsidiaries establish
claim reserves which consist of estimates to settle: a) reported claims; b)
claims which have been incurred as of each balance sheet date but have not as
yet been reported ("IBNR") to the insurance subsidiaries; and c) the direct
costs, (such as attorneys' fees which are allocable to individual claims) and
indirect costs (such as salaries and rent applicable to the overall
administration of the claim department) to administer known and IBNR claims.
Such claim reserves, except as to classification in the Consolidated Balance
Sheet as of December 31, 1993 in terms of gross and reinsured portions, are
reported for financial and regulatory reporting purposes at amounts that are
substantially the same.
The establishment of claim reserves by property and liability insurers, such
as the Corporation's General Insurance Group, is a reasonably complex and
dynamic process influenced by a large variety of factors. These include past
experience applicable to the anticipated costs of various types of claims,
continually evolving and changing legal theories emanating from the judicial
system, actuarial studies, the professional experience and expertise of the
Company's claim departments' personnel or attorneys and independent adjusters
retained to handle individual claims, the effect of inflationary trends on
future claim settlement costs, and periodic changes in claim frequency patterns
such as those caused by natural disasters, illnesses, accidents, or work-related
injuries. Consequently, the reserve-setting process relies on the judgments and
opinions of a large number of persons, on historical precedent and trends, and
on expectations as to future developments. At any point in time, the Company and
the industry are exposed to possibly higher than anticipated claim costs due to
the aforementioned factors, the evolution, interpretation, and expansion of tort
law, and the effects of unexpected jury verdicts.
In establishing claim reserves, the possible increase in future loss
settlement costs caused by inflation is considered implicitly, along with the
many other factors cited above. Reserves are generally set to provide for the
ultimate cost of all claims. With regard to workers' compensation reserves,
however, the ultimate cost of long-term disability or pension-type claims is
discounted to present value based on interest rates ranging from 3.5% to 4% as
permitted by insurance regulatory authorities. The Company, where applicable,
uses only such discounted reserves in evaluating the results of its operations,
in pricing its products and settling retrospective and reinsured accounts, in
evaluating policy terms and experience, and for other general business purposes.
Solely to comply with reporting rules mandated by the Securities and Exchange
Commission, however, Old Republic has made statistical studies of applicable
workers' compensation reserves to obtain estimates of the amounts by which claim
and claim adjustment expense reserves, net of reinsurance, have been discounted.
These studies have resulted in estimates of such amounts of approximately
$115.9, $129.3 and $152.7 million, as of December 31, 1993, 1992, and 1991,
respectively. It should be noted, however, that these differences between
discounted and non-discounted (terminal) reserves are, fundamentally, of an
informational nature, and are not indicative of an effect on operating results
for any one or series of years for the above-noted reasons, and for the effect
of retrospective rating and similar plans as discussed under "Reserves,
Reinsurance, and Retrospective Adjustments" elsewhere herein.
The Company believes that its overall reserving practices have been
consistently applied over many years, and that its aggregate net reserves have
resulted in reasonable approximations of the ultimate net costs of claims
incurred. However, no representation is made that ultimate net claim and related
costs will not be greater or lower than previously established reserves.
The following table shows a reconciliation of consolidated property and
liability beginning and ending claim reserves, and the indicated deficiencies or
redundancies for the years 1983 to 1993. In reviewing this tabular data, it
should be recognized that prior periods' loss payment and development trends may
not be repeated in the future due to the large variety of factors influencing
the reserving process outlined herein above. With respect to the 1985 and 1986
data in particular, the indicated deficiency pertains largely to adverse claim
development for reinsurance assumed business which the Company has de-emphasized
since 1986 due to unacceptably high loss ratios. Further, the reserve
redundancies or deficiencies shown are not necessarily indicative of the effect
on reported results of any one or series of years since retrospective premium
and commission adjustments employed in various parts of the Company's business
tend to partially or fully offset or negate such effects. (See "Consolidated
Underwriting Statistics" above, and "Reserves, Reinsurance, and Retrospective
Adjustments" elsewhere herein).
The subject of property and liability insurance claim reserves has been
written about and analyzed extensively by a large number of professionals and
regulators. Accordingly, the above discussion summary must, of necessity, be
regarded as a basic outline of the subject and not as a definitive presentation.
($ in Millions/Percentages to Nearest Whole Point)
(a) As of December 31: 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993
(b) Liability (1) for unpaid claims
and claim adjustment
expenses(2): $319 $630 $743 $974 $1,130 $1,271 $1,335 $1,435 $1,540 $1,573 $1,700
(c) Paid (cumulative) as of (3):
One year later 20% 11% 25% 17% 18% 22% 21% 22% 24% 20% -%
Two years later 34 32 34 34 34 35 35 37 36 - -
Three years later 44 35 43 46 43 45 46 45 - - -
Four years later 32 40 52 53 51 53 52 - - - -
Five years later 28 49 57 59 58 57 - - - - -
Six years later 36 53 62 64 61 - - - - - -
Seven years later 44 58 66 67 - - - - - - -
Eight years later 52 63 69 - - - - - - - -
Nine years later 57 65 - - - - - - - - -
Ten years later 59% - % - % - % - % - % - % - % - % - % - %
(d) Liability reestimated (i.e.,cumulative payments plus reestimated ending liability) as of (4):
One year later 99% 93% 109% 103% 104% 101% 98% 100% 99% 97%
Two years later 100 97 120 111 104 97 99 100 97 - -
Three years later 103 103 117 110 100 98 98 99 - - -
Four years later 109 100 117 106 101 98 98 - - - -
Five years later 101 96 114 108 101 99 - - - - -
Six years later 90 93 116 108 102 - - - - - -
Seven years later 88 94 115 109 - - - - - - -
Eight years later 89 93 117 - - - - - - - -
Nine years later 87 95 - - - - - - - - -
Ten years later 88% - % - % - % - % - % - % - % - % - % - %
(e) Redundancy (deficiency)(5):
For each year-end
at (a): 12% 5% -17% -9% -2% 1% 2% 1% 3% 3% -%
Average for all year-ends
at (a): -0.2%
(1) Amounts are reported net of reinsurance recoverable. (2) Excluding unallocated loss adjustment expense reserves. (3)
Percent of most recent reestimated liability (line d). Decreases in paid loss percentages may at times reflect the
reassumption by the Company of certain previously ceded loss reserves. (4) Percent of beginning liability (line b) for
unpaid claims and claim adjustment expenses. (5) Most current liability reestimated (line d) as a percent of beginning
liability (line b).
The following table shows an analysis of changes in aggregate reserves for
the Company's property and liability insurance claims and claim adjustment
expenses (1) for each of the years shown.
($ in Millions)
(Years Ended December 31)
1993 1992 1991
Amount of reserves for unpaid claims and claim adjustment expenses at the
beginning of each year, net of reinsurance losses recoverable $1,573.9 $1,540.5 $1,435.0
Incurred claims and claim adjustment expenses:
Provisions for insured events of the current year 721.7 605.2 565.7
Change in provision for insured events of prior years (51.6) (20.4) .6
Total incurred claims and claim adjustment expenses 670.0 584.8 566.3
Payments:
Claims and claim adjustment expenses attributable to insured
events of the current year 246.2 186.0 146.1
Claims and claim adjustment expenses attributable to insured events of
prior years 296.9 365.3 314.7
Total payments 543.1 551.3 460.9
Amount of reserves for unpaid claims and claim adjustment expenses at the end
of each year (2), net of reinsurance losses recoverable 1,700.8 1,573.9 1,540.5
Reinsurance losses recoverable (3) 1,403.0 - -
Amount of reserves for unpaid claims and claim adjustment expenses $3,103.8 $1,573.9 $1,540.5
(1) Excluding unallocated loss adjustment expense reserves.
(2) Reserves for incurred but not reported losses amounted to approximately 30.7%, 28.4%, and 30.5% of the totals shown as of
December 31, 1993, 1992 and 1991, respectively.
(3) See Item 6 - Selected Financial Data, note (b).
/TABLE
The data in the two tables above, incorporates the Corporation's estimates
for various environmental impairment and asbestos-related claim or related costs
that have been filed in the normal course of business against a number of its
insurance subsidiaries. Such claims relate primarily to policies issued prior
to 1985, many during a short period between 1981 and 1982 pursuant to an agency
agreement canceled in 1982. During all years and through current date, the
Corporation's insurance subsidiaries have typically issued general liability
insurance policies with face amounts ranging between $1 million and $2 million
and rarely exceeding $10 million. Such policies have, in turn, been subject to
reinsurance cessions which have typically reduced the Corporation's retentions
to $500,000 or less as to each claim.
The Corporation's reserving methods, particularly as they apply to formula-
based reserves, have been established to cover normal claim occurrences as well
as unusual exposures such as those exemplified by environmental and asbestosis
claims and related costs. At times, however, the Corporation's insurance
subsidiaries also establish specific formula and other reserves as part of their
overall claim and claim expense reserves. These are intended to cover
additional litigation and other costs that are likely to be incurred to protect
the Company's interests in litigated cases in particular. At December 31, 1993
the Corporation's aggregate reserves specifically identified with these
environmental and asbestosis exposures amounted to approximately $50.5 million
(gross) and $25.9 million net of reinsurance. Through December 31, 1993 the
Corporation's historical indemnity and loss expense payments relative to these
exposures have been negligible in the context of loss and loss expense payments
made for all types of claims.
Old Republic disagrees with the allegations of liability on virtually all
environmental and asbestos-related claims of which it has knowledge on the
grounds that exclusions in the policies preclude coverage for nearly all such
claims, and that the Corporation never intended to assume such risks. Old
Republic's exposure on such claims cannot therefore be calculated by
conventional insurance reserving methods for this and a variety of reasons,
including: a) the absence of statistically valid data inasmuch as such claims
typically involve long reporting delays and very often uncertainty as to the
number and identity of insureds against whom such claims have arisen or will
arise; and b) the litigation history of such or similar claims for other
insurance industry members that has produced court decisions that have been
inconsistent with regard to such issues as when the alleged loss occurred, which
policies provide coverage, how a loss is to be allocated among potentially
responsible insureds and/or their insurance carriers, how policy coverage
exclusions are to be interpreted, what types of environmental impairment or
toxic tort claims are covered, when the insurer's duty to defend is triggered,
how policy limits are to be calculated, and whether clean-up costs constitute
property damage.
Insurance industry trade associations, individual insurance companies, and
others who have evaluated the potential costs of litigating and settling
environmental and asbestos-type claims have noted with increasing concern the
probability that resolution of such claims, by applying liability retroactively
in the context of the existing insurance system, would likely bankrupt or
undermine seriously the financial condition of the property and liability
insurance industry. In the light of this substantial public policy issue, the
Corporation is of the view that the courts will not resolve in the near future
the litigation gridlock stemming from the non-resolution to date of
environmental and asbestos-related claims. While the current Federal
administration has recently issued a proposal aimed at possibly reducing
environmental exposures incurred in 1985 and prior years through a prospective
tax on insurance companies, the impact of any legislation stemming from this
proposal cannot be predicted at this time.
Because of all these issues and uncertainties, estimation of reserves for
losses and allocated loss adjustment expenses for the above noted types of
claims is extremely difficult or impossible. Accordingly, no representation can
be made that the Corporation's reserves for such claims and related costs will
not prove to be overstated or understated in the future.
(b) Investments. In common with other insurance organizations, Old Republic
invests most funds provided by operations in income-producing investment
securities and bank deposits.
All investments must comply with applicable insurance laws and regulations
which prescribe the nature, form, quality, and relative amounts of investments
which may be made by insurance companies. Generally, these laws and regulations
permit insurance companies to invest within varying limitations in state,
municipal and federal government obligations, corporate obligations, preferred
and common stocks, certain types of real estate, and first mortgage loans. Old
Republic's investment policies are also influenced by the terms of the insurance
coverages written, by its expectations as to the timing of claim and benefit
payments, and by income tax considerations. The following tables show invested
assets at the end of the last three years, together with investment income for
such years.
Consolidated Investments
($ in Millions)
(December 31)
1993 1992 1991
Held to Maturity (a)
Fixed Maturity Securities:
Taxable Bonds and Notes $2,231.6 $2,623.0 $2,281.7
Tax-Exempt Bonds and Notes 276.9 218.0 229.6
Redeemable Preferred Stocks 1.2 5.2 7.2
2,509.8 2,846.3 2,518.6
Other Invested Assets:
Mortgage Loans 17.0 17.2 11.6
Policy Loans 2.1 2.1 2.0
Collateral Loans .5 .71 .4
Sundry - - .3
19.8 20.2 15.5
2,529.6 2,866.5 2,534.1
Available for Sale (a)
Taxable Bonds and Notes (b) 642.4 - -
Equity Securities:
Perpetual Preferred Stocks 3.8 .3 .4
Common Stocks 188.0 125.5 51.0
834.3 125.9 51.4
Short-term Investments 254.3 238.3 290.0
1,088.7 364.2 341.4
Total Investments $3,618.4 $3,230.8 $2,875.6
(a) As indicated in note 1(c) of the Notes to Consolidated Financial Statements, during 1993 the Company reexamined the
classification of its invested assets. 1992 and prior years' data has not been reclassified similarly.
(b) Consists of U.S. Government bonds and notes and convertible bonds.
Sources of Consolidated Investment Income
($ in Millions)
(Years Ended December 31)
1993 1992 1991
Fixed Maturity Securities:
Taxable $ 192.6 $ 190.0 $ 173.8
Tax-Exempt 12.5 14.8 22.4
Redeemable Preferred Stocks - .4 .5
205.2 205.3 196.8
Equity Securities:
Perpetual Preferred Stocks 0.2 - -
Common Stocks 4.7 2.7 .6
5.0 2.7 .6
Other Investment Income:
Interest on Short-term Investments 8.7 9.8 17.6
Sundry 7.0 8.8 9.1
15.7 18.6 26.7
Gross Investment Income 226.0 226.7 224.2
Less: Investment Expenses (a) 5.2 5.1 4.9
Net Investment Income $ 220.7 $ 221.5 $ 219.3
(a) Investment expenses include interest expense of approximately $0.7 in 1993, $1.0 in 1992, and $1.4 in 1991, relating to
reinsurance agreements and retrospective premium adjustment contracts of insurance subsidiaries. Substantially all
other expenses consist of salaries and investment service fees.
/TABLE
For at least the past 25 years, Old Republic's investment policy has been
to acquire and retain primarily investment grade, publicly traded, fixed
maturity securities. Accordingly, the Corporation's exposure to so-called "junk
bonds", private placements, real estate, and mortgage loans is immaterial or
non-existent. Management considers investment-grade securities to be those rated
by Standard & Poor's Corporation ("Standard & Poor's") or Moody's Investors
Service, Inc. ("Moody's") that fall within the top four rating categories or
securities which are not rated but have characteristics similar to securities so
rated. At December 31, 1993 and December 31, 1992, total investments in default
as to principal and/or interest amounted to less than 1% of consolidated assets.
The Company's investment policies are not designed to encourage trading of
its securities or to maximize the realization of capital gains. While the amount
of portfolio turnover varies from year to year, dispositions of portfolio
investments are generally caused by: 1) calls prior to maturity by issuers; and
2) the Company's ongoing process of monitoring its investments with a view
toward maximizing the quality ratings and diversification of its portfolio.
Effective January 1, 1993, the Company reevaluated the classification of
its invested assets as to whether it (1) has the intent and ability to hold
until maturity (generally carried at amortized costs for fixed-maturity
securities), (2) has available for sale (carried at fair value with adjustments
to equity) or (3) has the intention of trading (carried at fair value with
adjustments to income). As a result, the Company's invested assets have been
reclassified as either "held to maturity" or "available for sale" as of December
31, 1993.
The independent credit quality ratings and maturity distribution for Old
Republic's consolidated fixed maturity investments, excluding short-term
investments, at December 31, 1993 and December 31, 1992, are shown in the
following tables. These investments, $3.1 billion and $2.8 billion at December
31, 1993 and 1992, respectively, represented approximately 68% and 69%,
respectively, of consolidated assets, and 97% and 96%, respectively, of
consolidated liabilities as of such dates, with assets and liabilities for 1993
reclassified to be consistent with 1992 presentation.
Independent Ratings (a)
December 31,
1993 1992
(% of total portfolio)
Aaa 30.2% 27.6%
Aa 26.9 23.3
A 33.8 34.4
Baa 8.2 12.1
Total investment grade 99.1 97.4
All others (b) 0.9 2.6
Total. 100.0% 100.0%
(a) Ratings are assigned primarily by Moody's with remaining ratings assigned
by Standard & Poor's and converted to the equivalent Moody's rating.
(b) "All others" include securities which when purchased were investment grade,
non-investment grade or non-rated convertible securities, and other
non-rated securities such as small issues of tax exempt bonds.
Maturity Distribution
December 31,
1993 1992
(% of total portfolio)
Due in one year or less. . . . . 4.4% 4.6%
Due after one year through five years 37.5 38.5
Due after five years through ten years 55.9 49.8
Due after ten years through fifteen years 0.9 2.2
Due after fifteen years. . . . . 1.3 4.9
100.0% 100.0%
Average life (years). . . . 5.3 5.9
(c) Marketing. Workers' compensation, general liability and commercial
automobile insurance underwritten for larger commercial enterprises and public
entities is marketed primarily through independent insurance agents and brokers
with the assistance of Old Republic's trained sales, underwriting, actuarial,
and loss control personnel. The remaining property and liability commercial
insurance written by Old Republic is obtained through insurance agents or
brokers who are independent contractors and generally represent other insurance
companies, by direct sales, and through marketing and underwriting joint
ventures.
A portion of Old Republic's consolidated insurance premium volume,
particularly in its General and Life Insurance Groups, is produced by the mass
marketing of specially designed insurance products through consumer-oriented
businesses such as consumer finance companies, banks, savings and loan
associations, mortgage bankers, automobile and mobile home dealers, and consumer
products dealers. The Corporation has designed ancillary products, such as
credit disability, joint life, loan credit guaranty insurance, and property
insurance on loan collateral, for sale through the same sources as its other
products. Through the combination of these marketing channels, Old Republic is
afforded access to large volume markets without having to invest large sums for
mailing, advertising, and other acquisition expenses, or for establishing and
administering a large sales organization. No single source accounted for over
10% of Old Republic's premium volume in 1993.
A substantial portion of the Company's title insurance business is referred
to it by title insurance agents, builders, lending institutions, real estate
developers, realtors, and lawyers. Title insurance is sold through 208 Company
offices located in 30 states and through agencies and underwritten title
companies in the District of Columbia and all states except Iowa and Oregon. The
issuing agents are authorized to issue binders and title insurance policies
based on their own search and examination, or on the basis of abstracts and
opinions of approved attorneys. Policies are also issued through independent
abstract companies (not themselves title insurers) pursuant to underwriting
agreements. These agreements generally provide that the underwritten company may
cause title policies of the Company to be issued, and the latter is responsible
under such policies for any payments to the insured. Typically, the agency or
underwritten title company deducts the major portion of the title insurance
charge to the consumer as its commission and for the services. During 1993,
approximately 45% of title insurance premiums and fees was accounted for by
policies issued by agents and underwritten title companies.
Existing differences in various parts of the country with respect to the
acceptance and use of title insurance in real estate sales and loan transactions
have a material effect on title insurance growth and operations in the areas
concerned. In the Western states and certain urban areas of the East and
Midwest, title insurance is widely accepted, with the result that the potential
volume of title insurance premium income is large in relation to the volume of
real estate activity in those areas. In some other parts of the country, title
insurance is not as generally used, particularly in transactions involving
residential real estate. Consequently, in those areas, the growth of title
insurance depends not only upon market share of the title insurance business
within the industry, but also upon the increased use of title insurance in real
estate transactions. The volume of real estate activity is also affected by the
availability and cost of financing, population growth, family movements and
other factors. Also, the title insurance business is seasonal. During the winter
months, new building activity is reduced and, accordingly, the Company does less
title insurance business relative to new construction during such months than
during the rest of the year. The most important factor, insofar as Old
Republic's title business is concerned, however, is the rate of activity in the
resale market for residential properties.
Mortgage guaranty insurance is marketed primarily through a direct sales
force which calls on savings and loan associations and other lending
institutions. No sales commissions or other forms of remuneration are paid to
the lending institutions or affiliated persons for the procurement or
development of business.
The personal contacts, relationships, and reputations of Old Republic's key
executives are a vital element in obtaining and retaining business. Many of the
Company's customers produce large amounts of premiums and therefore warrant
substantial levels of top executive attention and involvement. In this respect,
Old Republic's mode of operation is similar to that of professional reinsurers
and commercial insurance brokers, and relies on the marketing, underwriting, and
management skills of relatively few key people.
Several types of insurance coverages underwritten by Old Republic, such as
credit life and disability, loan credit guaranty, title, and mortgage guaranty
insurance, are affected in varying degrees by changes in national economic
conditions. During periods of economic recession, operating and claim costs
pertaining to such coverages tend to rise disproportionately to revenues and
generally result in reduced levels of profitability.
At least one insurance subsidiary of Old Republic is licensed to do business
in each of the 50 states, the District of Columbia, Puerto Rico, Virgin Islands,
Guam, and each of the Canadian provinces; title insurance operations, however,
are licensed to do business in 48 states and the District of Columbia, while
mortgage insurance subsidiaries are licensed in 49 states and the District of
Columbia. Consolidated direct premium volume distributed among the various
geographical regions shown was as follows for the past three years:
Geographical Distribution of Direct Premiums Written
1993 1992 1991
United States:
Northeast . . . . . . . . 4.7% 4.2% 3.6%
Mid-Atlantic. . . . . . . 10.6 11.2 12.0
Southeast . . . . . . . . 15.5 15.5 16.3
Southwest . . . . . . . . 14.1 13.5 11.5
East North Central. . . . 14.7 14.7 15.4
West North Central. . . . 16.3 16.0 17.6
Mountain. . . . . . . . . 8.0 7.3 7.3
Western . . . . . . . . . 14.6 15.8 14.0
Foreign (Principally Canada) 1.5 1.8 2.3
Total . . . . . . . . 100.0% 100.0% 100.0%
(d) Reserves, Reinsurance, and Retrospective Adjustments. Old Republic's
insurance subsidiaries establish reserves for future policy benefits, unearned
premiums, reported claims, claims incurred but not reported, and claim
adjustment expenses, as required in the circumstances. Such reserves are based
on regulatory accounting requirements and generally accepted accounting
principles. In accordance with insurance industry practices, claim reserves are
based on estimates of the amounts that will be paid over a period of time and
changes in such estimates are reflected in the financial statements when they
occur. See "General Insurance Claim Reserves" herein.
To maintain premium production within its capacity and limit maximum losses
and risks for which it might become liable under its policies, Old Republic, as
is the practice in the insurance industry, may cede a portion or all of its
premiums and liabilities on certain classes of insurance or blocks of business
to other insurers and reinsurers. Although the ceding of insurance does not
generally discharge an insurer from its direct liability to a policyholder, it
is industry practice to establish the reinsured part of risks as the liability
of the reinsurer. Old Republic also employs retrospective premium adjustments,
contingent commissions, agency profit and risk-sharing arrangements, and joint
ventures for parts of its business in order to minimize losses for which it
might become liable under its insurance policies, and to afford its clients or
producers a degree of participation in the risks and rewards associated with
such business. Under retrospective arrangements, Old Republic collects
additional premiums if losses are greater than originally anticipated and
refunds a portion of original premiums if loss costs are lower. Pursuant to
contingent commissions, agency profit and other risk-sharing arrangements, the
Company adjusts commissions or premiums retroactively to likewise reflect
deviations from originally expected loss costs. The amount of premium,
commission, or other retroactive adjustments which may be made is either limited
or unlimited depending on the Company's evaluation of risks and related
contractual arrangements. To the extent that any reinsurance companies,
retrospectively rated risks, or producers might be unable to meet their
obligations under existing reinsurance or retrospective insurance and commission
agreements, Old Republic would be liable for the defaulted amounts. In these
regards, however, the Company generally protects itself by withholding funds, or
by otherwise collateralizing reinsurance obligations through irrevocable letters
of credit, cash, and securities.
Old Republic's reinsurance practices with respect to portions of its business
also result from its desire to bring its sponsoring organizations and clients
into some degree of joint venture relationship. The Corporation may, in exchange
for a ceding commission, reinsure up to 100% of the underwriting risk, and the
premium applicable to such risk, to insurers owned by or affiliated with lending
institutions, sponsors whose customers are insured by Old Republic, or
individual clients who have formed "captive" insurance companies. The ceding
commissions received compensate Old Republic for performing the direct insurer's
functions of underwriting, actuarial, claim settlement, loss control, legal,
reinsurance, and administrative services to comply with local and federal
regulations, and for providing appropriate risk management services.
Remaining portions of Old Republic's business are reinsured with independent
insurance or reinsurance companies under various quota share, and excess of loss
agreements.
Reinsurance protection on property and liability operations generally limits
the net loss on any one risk to a maximum of (in whole dollars): fire and other
physical perils-$20,000; accident and health-$15,000; workers'
compensation-$1,000,000; other liability coverages-$600,000; and loan credit
guaranty-$200,000. Title insurance risk assumptions, based on the title
insurance subsidiaries' financial resources, are limited to a maximum of
$15,000,000 as to any one policy. Substantially all the mortgage guaranty
insurance business is retained, with the exposure on any one risk currently
averaging less than $20,000. The maximum amount of ordinary life insurance
retained on any one life by the Life Insurance Group (without reinsurance) is
$250,000.
(e) Competition. The insurance business is highly competitive and Old Republic
competes with many stock and mutual insurance companies. Many of these
competitors offer more insurance coverages and have substantially greater
financial resources than the Corporation. The rates charged for many of the
insurance coverages in which the Corporation specializes, such as credit life
and disability insurance, workers' compensation insurance, other property and
liability insurance, and title insurance, are primarily regulated by the states
and are also subject to extensive competition among major insurance
organizations. The basic methods of competition available to Old Republic,
aside from rates, are service to customers, expertise in tailoring insurance
programs to the specific needs of its clients, efficiency and flexibility of
operations, personal involvement by its key executives, and, as to title
insurance, accuracy and timely delivery of evidences of title issued. For
certain types of coverages, including loan credit guaranty and mortgage
guaranty insurance, the Company also competes in varying degrees with
the Federal Housing Administration ("FHA") and the Veterans Administration
("VA"). In these regards, the Corporation's insurance subsidiaries compete with
the FHA and VA by offering different coverages and by establishing different
requirements relative to such factors as interest rates, closing costs, and loan
processing charges. The Corporation believes its experience and expertise have
enabled it to develop a variety of specialized insurance programs for its
customers and to secure state insurance departments' approval of these programs.
(f) Government Regulation. In common with all insurance companies, the
Corporation's insurance subsidiaries are subject to the regulation and
supervision of the jurisdictions in which they do business. The method of such
regulation varies, but, generally, regulation has been delegated to state
insurance commissioners who are granted broad administrative powers relating to:
the licensing of insurers and their agents; the nature of and limitations on
investments; approval of policy forms; reserve requirements; and trade
practices. In addition to these types of regulation, many classes of insurance,
including most of the Corporation's insurance coverages, are subject to rate
regulations which require that rates be reasonable, adequate, and not unfairly
discriminatory.
The National Association of Insurance Commissioners has promulgated a model
law providing stringent regulation of credit life and disability insurance which
has been adopted in various forms by most states. An important interpretation of
the model law stipulates that a loss ratio below 60% would be construed as
producing an excessive premium rate, thereby indirectly defining the maximum
rate that can be charged by an insurer. Some states now require a substantially
higher loss ratio on these coverages. Although one of the general effects of the
model law has been to reduce rates significantly, in some states where the rates
were excessively reduced, Old Republic has been able in some cases to obtain
higher rates by demonstrating that actual loss ratios incurred have been in
excess of a permissible loss ratio required by regulatory authorities as a
condition for obtaining rate increases.
Credit life and disability insurance practices are further regulated by the
federal "Truth-in-Lending Law" which requires, among other things, that a
borrower be specifically informed of the existence and cost of credit life and
disability insurance, execute a written acknowledgement of his understanding of
such insurance, and give a written order for the insurance as a condition of his
incurring any charge for the coverage.
There have been various proposals from time to time with respect to
additional regulation of credit life and disability insurance which could have
an adverse effect on the consumer credit insurance business. The financial
institutions whose customers are insured by Old Republic are also regulated by
federal and state authorities whose regulations have a direct effect on certain
forms of credit life and disability insurance.
The Federal National Mortgage Association ("FNMA") and the Federal Home Loan
Mortgage Corporation ("FHLMC") have various qualifying requirements for private
mortgage guaranty insurers which write mortgage insurance on loans acquired by
the FNMA and FHLMC from mortgage lenders. These requirements include a basic
standard calling for the maintenance of a ratio of aggregate insured risk to
policyholders' surplus (defined as total statutory capital and surplus plus
statutory contingency reserves) of not more than 25 to 1. Other qualifying
requirements are designed to insure the financial stability of a private
mortgage insurance company by limiting the geographic concentration of insurance
risks, by limiting risks on nonresidential real estate insurance to 10% of
policyholders' surplus, by maintaining 85% of total admitted assets in
marketable securities and other highly liquid investments, and by maintaining a
minimum policyholders' surplus of $5 million.
Most of the Company's savings and loan association customers for mortgage
guaranty insurance are governed by the regulations of the Federal Home Loan Bank
Board. A regulation of that Board prohibits savings and loan associations from
insuring any loan with a mortgage insurance company if certain relationships
exist between such mortgage insurance company and the savings and loan
association. Generally, a savings and loan association may not obtain insurance
from any mortgage insurance company if (1) any commission, fee or other
compensation is paid to the savings and loan association or any of its officers,
directors, employees or affiliates, (2) a savings account is maintained by the
mortgage insurance company with such savings and loan association, (3) any
officer or employee of the mortgage insurance company or its parent company is a
director, officer or controlling person of the savings and loan association, or
(4) either (a) the association or any director, officer, controlling person or
affiliate holds equity securities of the mortgage insurance company or any
parent company thereof having a cost in excess of $50,000 or representing more
than one percent of any class of equity securities of the company, if its assets
are less than $50 million, or one-half percent, if the assets equal or exceed
$50 million, or (b) the association and all of its directors, officers,
controlling persons or affiliates in the aggregate own equity securities of the
mortgage insurance company
having a cost in excess of $100,000, or two percent of a company the assets of
which are less than $50 million, or one percent, if the assets equal or exceed
$50 million.
The majority of states have also enacted insurance holding company laws which
require registration and periodic reporting by insurance companies controlled by
other corporations licensed to transact business within their respective
jurisdictions. Old Republic's insurance subsidiaries are subject to such
legislation and are registered as controlled insurers in those jurisdictions in
which such registration is required. Such legislation varies from state to state
but typically requires periodic disclosure concerning the corporation which
controls the registered insurers, or ultimate holding company, and all
subsidiaries of the ultimate holding company, and prior approval of certain
intercorporate transfers of assets (including payments of dividends in excess of
specified amounts by the insurance subsidiary) within the holding company
system. Each state has established minimum capital and surplus requirements to
conduct an insurance business. All of the Company's subsidiaries meet or exceed
these requirements, which vary from state to state.
(g) Employees. As of December 31, 1993, Old Republic employed approximately
6,100 persons on a full time basis. Eligible full time employees participate in
various pension plans which provide annuity benefits payable upon retirement.
Eligible employees are also covered by hospitalization and major medical
insurance, group life insurance, and various profit sharing and deferred
compensation plans. The Company considers its employee relations to be good.
Item 2-Properties
The principal executive offices of the Company are located in the Old
Republic Building in Chicago, Illinois. This Company owned building contains
151,000 square feet of floor space of which approximately 50% is occupied by Old
Republic, and the remainder is leased to others. In addition to the
Company-owned principal executive offices, a subsidiary of the Title Insurance
Group partially occupies its headquarters building. This building contains
110,000 square feet of floor space of which approximately 62% is occupied by the
Old Republic National Title Insurance Company. The remainder of the building is
leased to others. Nine smaller buildings are owned by Old Republic and its
subsidiaries in various parts of the country and are primarily used for its
business. The carrying value of all buildings and related land at December 31,
1993 was approximately $12.6 million, and mortgages thereagainst aggregated $.4
million as of the same date.
Certain other operations of the Company and its subsidiaries are directed
from leased premises. See Note 5(b) of the Notes to Consolidated Financial
Statements for a summary of all material lease obligations.
Item 3-Legal Proceedings
There are no material legal proceedings against the Company other than those
arising in the normal course of business and which generally pertain to claim
matters related to insurance policies and contracts issued by the Corporation's
insurance subsidiaries.
Item 4-Submission of Matters to a Vote of Security Holders
None
Item 4(a)-Executive Officers of the Registrant
Name AgePosition
Paul D. Adams 48 Senior Vice President, Chief Financial Officer
since 1990 and Treasurer since 1993. Executive
Vice President, Finance and Secretary from 1982
to 1989 of Great West Casualty Company, a
wholly-owned subsidiary.
Anthony F. Colao 66 Senior Vice President, and Director since 1987.
Spencer LeRoy, III 47 Senior Vice President, General Counsel, and
Secretary since 1992.
William F. Schumann 54 Senior Vice President since 1989. President
since 1974 of Old Republic Insured Credit
Services, Inc., a wholly-owned subsidiary.
William A. Simpson 52 Senior Vice President/Mortgage Guaranty, and
Director since 1980. President since 1972 of
Republic Mortgage Insurance Company, a
wholly-owned subsidiary.
A. C. Zucaro 54 Chief Executive Officer, President, Director
and Chairman of the Board since 1990, 1981,
1976 and 1993, respectively.
The term of office of each officer of the Company expires on the date of the
annual meeting of the board of directors, which is generally held in May of each
year. There is no family relationship between any of the executive officers
named above. Each of these named officers, except Mr. LeRoy, has been employed
in executive capacities with the Company and/or its subsidiaries for the past
five years.
PART II
Item 5-Market for the Registrant's Common Stock and Related Security Holder
Matters
The Company's common stock is traded on the New York Stock Exchange under the
symbol "ORI". The high and low closing prices as reported on the New York
Stock Exchange, and cash dividends declared for each quarterly period during the
past two years were as follows:
Closing Price Cash
High Low Dividends
1st quarter 1992. . . . . $20.88 $17.50 $ .093
2nd quarter 1992. . . . . 22.38 19.00 .100
3rd quarter 1992. . . . . 24.38 19.63 .100
4th quarter 1992. . . . . $26.50 $23.50 $ .100
1st quarter 1993. . . . . $27.00 $24.50 $ .100
2nd quarter 1993. . . . . 26.13 21.63 .110
3rd quarter 1993. . . . . 27.38 23.00 .110
4th quarter 1993. . . . . $25.50 $21.88 $ .110
As of January 31, 1994, there were 3,973 registered holders of the Company's
Common Stock. See Notes 4(b) and 4(c) of the Notes to Consolidated Financial
Statements for a description of certain regulatory restrictions on the payment
of dividends by Old Republic's insurance subsidiaries and certain restrictions
under the terms of Old Republic's loan agreements. Closing prices have been
restated, as necessary, to reflect all stock dividends and splits declared
through December 31, 1993.
Item 6-Selected Financial Data
(All amounts, except common share data, are expressed in millions)
(Years Ended December 31)
1993 1992 1991 1990 1989
FINANCIAL POSITION:
Cash and Invested Assets (a) $ 3,723.0 $ 3,332.5 $ 2,933.7 $ 2,614.7 $ 2,447.2
Other Assets (b) 2,375.3 809.1 779.5 713.7 676.2
Total Assets 6,098.3 4,141.6 3,713.2 3,328.5 3,123.5
Liabilities, Other than Debt (b) 4,480.5 2,698.0 2,503.0 2,318.3 2,215.5
Debt and Debt Equivalents 282.7 277.8 247.6 220.7 211.7
Total Liabilities 4,763.3 2,975.8 2,750.6 2,539.1 2,427.2
Redeemable Preferred Stock 16.6 18.7 17.1 15.4 21.4
Convertible Preferred Stock 3.9 4.5 6.1 9.0 11.6
Cumulative Preferred Stock 57.5 57.5 57.5 - -
Common Shareholders' Equity 1,256.9 1,084.9 881.7 764.8 663.1
Total Capitalization (c) $ 1,617.7 $ 1,443.6 $ 1,210.2 $ 1,010.1 $ 908.0
RESULTS OF OPERATIONS:
Net Premiums and Fees Earned $ 1,445.7 $ 1,291.9 $ 1,113.4 $ 1,013.4 $ 951.3
Net Investment and Other Income 250.2 262.3 239.9 228.2 223.6
Realized Investment Gains 40.2 62.8 21.1 1.0 6.9
Net Revenues 1,736.3 1,617.0 1,374.5 1,242.7 1,181.9
Benefits, Claims, Settlement
Expenses and Dividends 811.3 752.1 691.8 632.9 594.1
Underwriting and Other Expenses 681.6 614.2 507.3 476.9 468.4
Income Taxes (d) 78.0 75.0 45.2 28.9 21.2
Income Before Item Below 166.4 174.7 131.0 104.6 98.9
Cumulative Effect of Accounting Changes (e) 8.6 - - - -
Net Income $175.1 $174.7 $131.0 $104.6 $98.9
COMMON SHARE DATA (f):
Net Income:
Primary Earnings (g):
Income Before Item Below $ 2.83 $ 3.09 $ 2.48 $ 2.02 $ 1.93
Accounting Changes .15 - - - -
Net Income $ 2.98 $ 3.09 $ 2.48 $ 2.02 $ 1.93
Fully Diluted Earnings (h):
Income Before Item Below $ 2.69 $ 2.95 $ 2.36 $ 1.93 $ 1.83
Accounting Changes .14 - - - -
Net Income $ 2.83 $ 2.95 $ 2.36 $ 1.93 $ 1.83
Average Common and Equivalent
Shares Outstanding: Primary 57,077,542 54,516,581 52,408,404 51,206,038 50,480,922
Fully Diluted 61,519,432 58,317,906 56,480,042 55,524,178 55,203,598
Dividends: Cash $ .43 $ .39 $ .37 $ .34 $ .32
Stock -% 100% 10% 5% 5%
Book Value $ 24.25 $ 21.40 $ 18.81 $ 16.55 $ 14.94
Common Shares Outstanding 51,844,001 50,692,562 46,896,184 46,220,734 44,406,340
(a) Consists of cash, investments and investment income due and accrued.
(b) As indicated in note 1(g) of the Notes to Consolidated Financial Statements, the adoption by the Company of certain reporting
changes mandated by accounting regulatory authorities served to increase assets and liabilities by equal amounts of
approximately $1.5 billion at December 31, 1993. As permitted, prior years' reports have not been changed retroactively for
these changes which became effective in 1993.
(c) Total capitalization consists of debt and debt equivalents, preferred stock, and common shareholders' equity.
(d) Income taxes were decreased, and net income correspondingly increased by $1.9 ($.03 per share) in 1992, $3.6 ($.07 per share)
in 1991, $5.5 ($.11 per share) in 1990 and $7.0 ($.14 per share) in 1989, as a result of amortized fresh start deferred
income tax credits all of which resulted from changes in tax regulations effective January 1, 1987.
(e) See notes 1(h) and (l) of the Notes to Consolidated Financial Statements and note (b) above, for an explanation of accounting
changes mandated by accounting regulatory authorities. As permitted, prior year reports have not been changed retroactively
for these changes which became effective in 1993.
(f) Common share data has been retroactively adjusted for all stock dividends and splits declared through December 31, 1993.
Excludes 4,439,267 issued and outstanding common shares, held by a consolidated affiliate, which are eliminated in
consolidation and in the calculation of outstanding shares for financial accounting purposes only.
(g) Calculated after deduction of preferred stock dividend requirements of $5.2 in 1993, $6.0 in 1992, $1.3 in 1991, $1.5 in 1990
and $1.8 in 1989.
(h) Calculated after deduction of preferred stock dividend requirements and after adjustment for post-tax convertible debentures
interest of $1.0 in 1993, $2.6 in 1992, $(1.9) in 1991, $(2.1) in 1990 and $(2.1) in 1989.
Item 7-Management Analysis of Financial Position and Results of Operations
($ in Millions, Except Share Data)
OVERVIEW
This analysis pertains to the consolidated accounts of Old Republic
International Corporation. The Company conducts its business through four major
segments, namely its General (property and liability coverages), Title, Mortgage
Guaranty, and Life insurance groups.
CHANGES IN ACCOUNTING POLICIES
In 1993, the Company adopted several changes in accounting policies to
comply with Financial Accounting Standards Board (FASB) pronouncements that have
been mandated. The adoption of the asset and liability method for calculating
deferred income taxes and the recognition of present value liabilities
pertaining to post-retirement health benefits under retirement plans maintained
by a few Old Republic subsidiaries increased net income by $8.6 or 15 cents per
share (14 cents fully diluted) in the first quarter of 1993. Accounting for
reinsurance ceded transactions affected the Company's balance sheet but not the
consolidated income statement; assets and liabilities at December 31, 1993, were
increased by corresponding amounts of approximately $1,524.2 due to the
reclassification change for these transactions. Finally, the Company reexamined
the classification of its invested assets which led to reporting such assets as
either "held to maturity" or "available for sale"; the effect of these
classification changes was to increase assets and the liability for deferred
taxes by $25.2 and $8.7, respectively, and common shareholders' equity for the
net unrealized appreciation of securities newly reclassified at fair value by
$16.4 or 32 cents per common share as of December 31, 1993. See Note 1 of the
Notes to Consolidated Financial Statements for further details relating to these
changes. Prior years' financial statements have not been restated nor
reclassified to reflect these changes as permitted by the pertinent FASB
pronouncements.
FINANCIAL POSITION
Exclusive of the classification changes noted above, Old Republic's
financial position at December 31, 1993 reflected increases in assets of 9.8%,
liabilities of 8.6%, and common shareholders' equity of 13.5% when compared to
the immediately preceding year-end. At December 31, 1993 and 1992, cash and
invested assets represented 81.2% and 80.5% of consolidated assets,
respectively. Relatively high short-term maturity investment positions were
maintained as of the most recent year-ends to provide necessary liquidity for
specific operating needs and to enhance flexibility in investment strategy.
Changes in short-term investments reflect a large variety of seasonal and
intermediate-term factors including seasonal operating cash needs, investment
strategy, and expectations as to trends in interest yields. Accordingly, the
future level of short-term investments will vary and respond to the dynamics of
these factors and may, as a result, increase or decrease from current levels.
During 1993 and 1992, the Corporation committed substantially all investable
funds in short to intermediate-term fixed maturity securities. Old Republic
continues to adhere to its long-term policy of investing primarily in investment
grade, marketable securities; the Corporation has not directed its investable
funds to so-called "junk bonds". During 1993, however, Old Republic increased
its commitment to common stock investments which reflected an increase of 50%
vis-a-vis the related invested balance at year-end 1992. As of December 31,
1993, the carrying value of fixed maturity securities in default as to principal
or interest was immaterial in relation to consolidated assets or shareholders'
equity.
Consolidated operations produced positive cash flows for the latest three
years. The parent holding company has met its liquidity and capital needs for
the past three years through dividends paid by its subsidiaries and through the
issuance of debt and equity securities. The insurance subsidiaries' ability to
pay cash dividends to the parent company is generally restricted by law or
subject to approval of the insurance regulatory authorities of the states in
which they are domiciled. Additionally, the terms of guarantees by the Company
of bank loans to the trustee of the Company's Employees Savings and Stock
Ownership Plan require the Company to maintain a minimum consolidated tangible
net worth and restrict the amount of debt the Company may incur, both of which
covenants are being met.
In August 1992, the Company issued $110 of 5 3/4% convertible debentures
maturing in 2002. Net proceeds from this offering were used to redeem
approximately $50 of commercial paper debt, with the remainder allocated to the
capital of several insurance subsidiaries. Convertible debt of approximately
$41.3 outstanding at December 31, 1991 was converted into 2,676,284 shares of
Old Republic common stock during 1992.
Old Republic's capitalization of $1,617.7 at December 31, 1993 consisted of
debt and debt equivalents of $282.7, redeemable convertible preferred stock of
$16.6 (excluding $15.1 of such stock classified as a debt equivalent), conver-
tible preferred stock of $3.9, cumulative preferred stock of $57.5, and common
shareholders' equity of $1,256.9. The rise in the common shareholders' equity
account during the past three years reflects primarily the retention of earnings
in excess of dividends declared on outstanding preferred and common shares, the
conversion of debt and preferred stock to common stock, and the previously noted
net unrealized appreciation of securities.
RESULTS OF OPERATIONS
Revenues:
Net premiums and fees earned increased by 12%, 16%, and 10% in 1993, 1992
and 1991, respectively. For each of the past three years, property and liability
insurance premium increases were due to varying levels of growth in certain
parts of the Company's business, but principally among liability coverages.
During these years, the Corporation has cancelled periodically certain property
and liability insurance business not meeting its underwriting expectations.
Greater real estate financing activity during the three most recent calendar
years led to higher revenues in the title segment. For the past three years,
mortgage guaranty premiums also increased due to a rise in the amount of renewal
and new business, and greater market penetration. Life and disability premium
volume has generally trended down during the years 1992 and 1991 as the
Corporation has continued to de-emphasize this business until greater returns
are possible. An increase in 1993 of life and disability premium is attributed
to the introduction of more favorably priced term life insurance products that
received greater market acceptance.
Net investment income was relatively flat in 1993 and grew by 1% and 6% in
1992 and 1991, respectively. For each of the past three years, the growth in
this revenue source was bolstered by positive consolidated operating cash flows
and a concentration of investable assets in interest-bearing, fixed maturity
securities. The average annual yield on investments was 6.4%, 7.3%, and 8.1% for
the years ended December 31, 1993, 1992 and 1991, respectively; the downward
trend reflects principally the declining current yields in the securities
markets.
While the Company's investment policies have not been designed to maximize
capital gains, during 1992 such gains were much higher than those realized in
1993 and 1991. Dispositions of securities have been caused principally by: (1)
calls prior to maturity by issuers, (2) a desire to reduce investments in tax
exempt securities, (3) a desire to extend moderately the average life of the
portfolio, and (4) the Company's ongoing process of continually monitoring its
investments with a view toward maximizing the quality ratings and
diversification of its portfolio. For the year 1993, approximately 58% of total
dispositions represented maturities and early calls of existing holdings; for
the year 1992 these amounted to approximately 37% of all securities sales and
dispositions.
Expenses:
Consolidated benefit, claim, and related settlement costs, as a percentage
of net premiums and fees earned, were approximately 56% in 1993, 58% in 1992 and
62% in 1991. This consolidated ratio was affected principally by a slightly
improving claim ratio for property and liability insurance coverages. In the
most recent three years, the Corporation's property and liability insurance
subsidiaries, along with other companies in the industry, have also sustained
higher loss assessments for residual market (assigned risk) business.
Policyholders' dividends incurred in the Corporation's property and liability
lines for each year reflect changes in the loss ratio for experience-rated
policies. The title insurance loss ratio was affected by higher than normal
claims provisions in both 1993 and 1992 which added approximately 3.0% and 3.8%,
respectively, to this group's loss ratio. The loss ratio declined or remained
relatively stable in the mortgage guaranty insurance line due to a reduction of
frequency of claim occurrences.
The ratio of consolidated underwriting, acquisition, and insurance expenses
to net premiums and fees earned was approximately 45% in 1993, 46% in 1992 and
43% in 1991. Variations in these ratios reflect a continually changing mix of
coverages sold and attendant costs of producing business. In years during which
title insurance premiums and fees grow significantly, as in 1993 and 1992, in
particular, the consolidated expense ratio tends to rise as production costs for
this line are higher than those for most other types of insurance.
Income from Operations:
During 1992 the Company's Title Insurance Group established greater than
normal loss provisions of $15.0 as additional funding for various title escrow
claims in process of disposition. In 1992, the Company's life insurance
subsidiaries recorded previously unrecognized tax recoveries of $1.1 and related
interest credits of approximately $12.4 stemming from resolution of various
long-standing Internal Revenue Service disputes applicable to taxable years 1969
to 1981. These charges and credits served to increase consolidated revenues by
$12.4 and claim costs by $15.0, and to record net current and deferred income
tax credits of $1.1. Above normal additions to Title Insurance Group claim
reserves during 1993 affected adversely pre-tax income by approximately $13.3.
Income before taxes decreased by 3% in 1993 and increased by 43% in 1992
and 32% in 1991. General insurance results have trended up slightly during the
past five years and have continued as the major contributor to consolidated
earnings, principally as a result of growing investment income. Title insurance
operating results have improved over the past three years due to the previously
discussed increase in revenues. The mortgage guaranty segment reflected
significantly improved results due to increased revenues and favorable claims
experience in each of the past three years, while life and disability operations
have reflected a secular downward trend in the past three years. Consolidated
pre-tax income for 1993 and 1992 in particular was affected positively by
greater than normal realization of investment gains.
The effective consolidated income tax rates were 32% in 1993, 30% in 1992
and 26% in 1991. The rates for each year reflect primarily the varying
proportions of pre-tax operating income derived from tax-exempt investment
income, on the one hand, and the combination of fully taxable investment income,
realized investment gains, and underwriting and service income, on the other
hand. In August 1993, the corporate federal income tax rate was increased from
34% to 35% retroactive to January 1, 1993. In recent years the Corporation has
emphasized purchases of taxable investment securities. Amortization of fresh
start benefits stemming from the Tax Reform Act of 1986 (the "TRA") reduced
income taxes by $1.9 in 1992 and $3.6 in 1991.
The Revenue Reconciliation Act of 1990 (the "RRA") provided for a number of
changes affecting the taxation of the Corporation and a number of its
subsidiaries. Among such changes are acceleration in the recognition of salvage
and subrogation recoveries and deferral of costs associated with the production
of life and disability business and the subsequent amortization of those costs.
The TRA also provided for a number of changes affecting the taxation of the
Corporation and a number of its subsidiaries. Among such changes are reductions
in corporate tax rates, the discounting of loss reserves, the acceleration of
premium income recognition, and the inclusion in taxable income of a portion of
certain tax-exempt investment income previously not subject to tax. In addition,
the TRA calls for the calculation of an alternative minimum tax. The RRA and
TRA are likely to result in accelerated payment of federal income taxes.
However, most of the additional tax payments are treated as timing differences
for financial accounting purposes. Consequently, such payments are expected to
have minimal effects on consolidated results of operations and financial
position determined in accordance with generally accepted accounting principles.
OTHER INFORMATION
Reference is here made to "Financial Information Relating to Segments of
Business" appearing elsewhere herein.
Historical data pertaining to the operating results, liquidity, and other
financial matters applicable to an insurance enterprise such as the Corporation,
are not necessarily indicative of results to be achieved in succeeding years.
The long-term nature of the insurance business, seasonal and annual patterns in
premium production and incidence of claims, changes in yields obtained on
invested assets, and changes in government policies and free markets affecting
inflation rates and general economic conditions are some of the factors which
have a bearing on year-to-year comparisons and future operating results.
Item 8-Financial Statements
Listed below are the financial statements included herein:
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Preferred Stock and
Common Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Report of Independent Accountants
Old Republic International Corporation and Subsidiaries
Consolidated Balance Sheets ($ in millions)
December 31,
Assets 1993 1992
Investments:
Held to maturity:
Fixed maturity securities (at amortized cost)
(Fair value: $2,599.3 and $2,898.0) $2,509.8 $2,846.3
Other long-term investments (at cost) 19.8 20.2
Total 2,529.6 2,866.5
Available for Sale:
Fixed maturity securities (at fair value) (cost: $616.5) 642.4 -
Equity securities (at fair value) (cost: $180.5 and $112.5) 191.9 125.9
Short-term investments 254.3 238.3
Total 1,088.7 364.2
3,618.4 3,230.8
Other Assets:
Cash . 43.9 42.4
Securities and indebtedness of related parties 52.3 47.9
Accrued investment income 60.6 59.2
Accounts and notes receivable 236.0 177.9
Federal income tax recoverable-deferred. 83.2 76.5
Reinsurance balances and funds held 165.8 197.2
Reinsurance recoverable:
Paid losses 20.2 15.8
Policy and claim reserves 1,524.2 -
Deferred policy acquisition costs 95.5 78.9
Sundry assets 197.7 214.6
2,479.8 910.8
Total Assets $6,098.3 $4,141.6
Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Future policy benefits $ 190.1 $ 139.3
Losses, claims and settlement expenses 3,405.6 1,836.4
Unearned premiums 419.2 315.8
Other policyholders' benefits and funds 82.9 112.0
Total policy liabilities and accruals 4,097.9 2,403.6
Commissions, expenses, fees and taxes 105.8 96.7
Reinsurance balances and funds 169.5 118.7
Federal income tax payable-current 14.8 .5
Debt and debt equivalents 282.7 277.8
Sundry liabilities 92.4 78.3
Commitments and contingent liabilities -- --
Total Liabilities 4,763.3 2,975.8
Preferred Stock:
Redeemable convertible preferred stock (*) 16.6 18.7
Convertible preferred stock (*) 3.9 4.5
Cumulative preferred stock (*) 57.5 57.5
Total Preferred Stock 78.0 80.8
Common Shareholders' Equity:
Common stock(*) 57.5 56.3
Additional paid-in capital 455.2 444.6
Net unrealized appreciation of securities 25.2 8.9
Retained earnings 750.2 606.3
Treasury stock (at cost) (31.3) (31.3)
Total Common Shareholders' Equity 1,256.9 1,084.9
Total Liabilities, Preferred Stock and Common Shareholders' Equity . $6,098.3 $4,141.6
(*) At December 31, 1993 and 1992, there were 50,000,000 shares of no par value preferred stock authorized, of which 25,730,906
in 1993 and 29,521,024 in 1992, redeemable and/or convertible and cumulative preferred shares were issued and outstanding. As
of the same dates, there were 100,000,000 shares of common stock authorized, $1.00 par value, of which 57,538,872 in 1993 and
56,387,433 in 1992 were issued. At December 31, 1993 and 1992 there were 20,000,000 shares of Class B Common Stock
authorized, $1.00 par value, of which 0 shares were issued. Common shares classified as treasury stock were 5,694,871 as of
December 31, 1993 and 1992.
See accompanying Notes to Consolidated Financial Statements.
Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income ($ in millions, Except Share Data)
Years Ended December 31,
1993 1992 1991
Revenues:
Net premiums earned $ 1,246.0 $1,103.5 $ 972.0
Title, escrow, and other fees 199.7 188.4 141.4
Net investment income 220.7 221.5 219.3
Realized investment gains 40.2 62.8 21.1
Other income . 29.5 40.7 20.5
1,736.3 1,617.0 1,374.5
Benefits, Losses and Expenses:
Benefits, claims, and settlement expenses 817.8 709.6 663.5
Dividends to policyholders (6.4) 42.4 28.3
Underwriting, acquisition, and insurance expenses 656.7 591.0 484.0
Interest and other charges 24.8 23.1 23.3
1,492.9 1,366.3 1,199.2
Income before income taxes and items below 243.3 250.7 175.2
Income Taxes: Currently payable 68.3 54.4 60.4
Deferred 9.6 20.5 (15.1)
Total 78.0 75.0 45.2
Income before items below 165.3 175.6 129.9
Equity in earnings of unconsolidated subsidiaries
and minority interests 1.1 (.9) 1.0
Income before cumulative effect of accounting changes 166.4 174.7 131.0
Cumulative effect of accounting changes 8.6 - -
Net Income $ 175.1 $ 174.7 $ 131.0
Net Income Per Share:
Primary:
Before cumulative effect of accounting changes $ 2.83 $ 3.09 $ 2.48
Cumulative effect of accounting changes .15 - -
Net income $ 2.98 $ 3.09 $ 2.48
Fully Diluted:
Before cumulative effect of accounting changes $ 2.69 $ 2.95 $ 2.36
Cumulative effect of accounting changes .14 - -
Net income $ 2.83 $ 2.95 $ 2.36
Average number of common and common
equivalent shares outstanding: Primary 57,077,542 54,516,581 52,408,404
Fully Diluted 61,519,432 58,317,906 56,480,042
Dividends Per Common Share:
Cash $ .43 $ .39 $ .37
Stock -% 100% 10%
See accompanying Notes to Consolidated Financial Statements.
Old Republic International Corporation and Subsidiaries
Consolidated Statements of Preferred Stock
and Common Shareholders' Equity ($ in millions)
Years Ended December 31,
1993 1992 1991
Redeemable Convertible Preferred Stock:
Balance, beginning of year $ 18.7 $ 17.1 $ 15.4
Amortization to redemption value capitalized (1.0) (1.0) (.9)
Converted into common stock (6.3) (1.5) -
Reclassification from debt equivalent 5.2 4.2 2.7
Balance, end of year $ 16.6 $ 18.7 $ 17.1
Convertible Preferred Stock:
Balance, beginning of year $ 4.5 $ 6.1 $ 9.0
Converted into common stock (.6) (1.6) (2.9)
Balance, end of year $ 3.9 $ 4.5 $ 6.1
Cumulative Preferred Stock:
Balance, beginning of year $ 57.5 $ 57.5 $ -
Stock issued during the year - - 57.5
Balance, end of year $ 57.5 $ 57.5 $ 57.5
Common Stock:
Balance, beginning of year $ 56.3 $ 26.2 $ 23.5
Stock issued during the year:
Stock dividends - 26.3 2.3
Dividend reinvestment plan - - -
Exercise of stock options .3 .6 .1
Conversion of convertible debt - 2.6 -
Conversion of convertible preferred stock .8 .3 .1
Balance, end of year $ 57.5 $ 56.3 $ 26.2
Additional Paid-in Capital:
Balance, beginning of year $444.6 $393.4 $325.9
Stock issued during the year:
Stock dividends - - 63.4
Dividend reinvestment plan .4 .4 .2
Exercise of stock options 3.8 9.3 3.1
Cost of issuing cumulative preferred stock - - (2.0)
Conversion of convertible debt - 38.6 -
Conversion of convertible preferred stock 6.2 2.8 2.8
Balance, end of year $455.2 $444.6 $393.4
Net Unrealized Appreciation of Securities:
Balance, beginning of year $ 8.9 $ 4.1 $ 1.1
Change for the year, net of deferred tax if any 16.3 4.8 2.9
Balance, end of year $ 25.2 $ 8.9 $ 4.1
Retained Earnings:
Balance, beginning of year $606.3 $489.2 $445.5
Net income 175.1 174.7 131.0
Dividends on common stock: cash (21.6) (19.0) (16.9)
stock - (26.3) (65.7)
Dividends on preferred stock (7.2) (7.8) (3.2)
Currency translation adjustments (2.2) (4.3) (1.2)
Balance, end of year $750.2 $606.3 $489.2
Treasury Stock:
Balance, beginning and end of year $ (31.3) $ (31.3) $ (31.3)
See accompanying Notes to Consolidated Financial Statements.
/TABLE
Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows ($ in millions)
Years Ended December 31,
1993 1992 1991
Cash flows from operating activities:
Net income $ 175.1 $ 174.7 $ 131.0
Change in non-cash items:
Deferred policy acquisition costs (16.5) (11.5) (5.1)
Premiums and other receivables (58.1) (16.8) 8.7
Unpaid claims and related items 154.0 50.8 123.2
Future policy benefits and policyholders' funds 47.5 2.2 .3
Income taxes (.7) 20.9 (3.4)
Reinsurance balances and funds 75.9 58.9 (24.8)
Accounts payable, accrued expenses and other 16.7 19.7 20.1
Total 394.0 299.0 250.0
Cash flows from investing activities:
Sales of fixed maturity securities:
Maturities and early calls 390.3 543.3 448.4
Other 284.8 929.6 431.3
Sales of equity securities 69.3 5.1 15.2
Sales of other investments 6.3 7.1 5.9
Sales of fixed assets for company use 2.0 1.6 5.8
Purchases of fixed maturity securities (968.4) (1,756.0) (1,180.2)
Purchases of equity securities (133.7) (72.3) (22.9)
Purchases of other investments (6.0) (10.9) (8.2)
Purchases of fixed assets for company use (12.1) (11.0) (6.8)
Other-net (1.7) (2.1) (10.1)
Total (369.1) (365.5) (321.6)
Cash flows from financing activities:
Increase in term loans 17.4 1.6 1.3
Issuance of preferred and common stock 4.7 10.4 59.0
Issuance of debentures and notes - 131.0 30.0
Repayments of term loans (6.9) (57.6) (1.6)
Dividends on common shares (21.6) (19.0) (16.9)
Dividends on preferred shares (8.3) (8.9) (4.2)
Other-net 7.5 - (.4)
Total (7.3) 57.3 67.1
Increase (decrease) in cash and short-term
investments 17.5 (9.2) (4.4)
Cash and short-term investments, beginning of year 280.7 290.0 294.4
Cash and short-term investments, end of year $ 298.3 $ 280.7 $ 290.0
See accompanying Notes to Consolidated Financial Statements.
/TABLE
Old Republic International Corporation and Subsidiaries
Notes to Consolidated Financial Statements
($ in Millions, Except as Otherwise Indicated)
Note 1-Summary of Significant Accounting Policies-The significant accounting
policies employed by Old Republic International Corporation ("Old Republic",
"the Company", or "the Corporation") and its subsidiaries are set forth in the
following summary. See Note 7 for a discussion of the Company's business
segments.
(a) Consolidation Practices-The consolidated financial statements include the
accounts of the Corporation and those of its major insurance underwriting and
service subsidiaries. Non-consolidated insurance marketing and service sub-
sidiaries are insignificant and are reflected on the equity basis of accounting.
(b) Accounting Principles-The Corporation's insurance underwriting subsidiaries
maintain their records in conformity with accounting practices prescribed or
permitted by state insurance regulatory authorities. In consolidating such
subsidiaries, adjustments have been made to conform their accounts with
generally accepted accounting principles.
(c) Investments-Effective January 1, 1993, the Company reexamined the
classification of its invested assets on the balance sheet in terms of those
assets as to which it either (1) has the intent and ability to hold until
maturity (generally carried at amortized costs for fixed maturity securities),
(2) has available for sale (carried at fair value with adjustments to equity) or
(3) has the intention of trading (carried at fair value with adjustments to
income). As a result, the Company's invested assets are classified as either
"held to maturity" or "available for sale." As of December 31, 1993, the effect
of these investment classification changes was to increase assets and the
liabilities for deferred taxes by $25.2 and $8.7, respectively, and common
shareholders' equity for the net unrealized appreciation of securities newly
reclassified at fair value of $16.4. This method is in compliance with
Financial Accounting Standard No. 115 "Accounting for Certain Investments in
Debt and Equity Securities".
Bonds, notes and redeemable preferred stocks classified as "held to
maturity" are generally carried at amortized costs while bonds and notes
classified as "available for sale" in addition to other preferred and common
stocks (equity securities) are included at fair value. Mortgage and policy
loans (other long-term investments) are carried on the basis of the lower of
unpaid principal balances or estimated realizable value. The aggregate fair
value of fixed maturity securities - "held to maturity" at December 31, 1993 was
above the carrying values shown in the accompanying financial statements. Fair
values for fixed maturity securities are based on quoted market prices or
estimated using values obtained from independent pricing services as applicable.
As of December 31, 1992, bonds, notes and redeemable preferred stocks were
generally carried at amortized costs.
The amortized cost and estimated fair values of fixed maturity securities
are as follows:
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Fixed Maturity Securities: Cost Gains Losses Value
December 31, 1993:
Held to maturity:
Taxable bonds and notes $ 2,231.6 $ 87.9 $ 6.4 $ 2,312.9
Tax-exempt bonds and notes 276.9 8.5 0.4 285.0
Redeemable preferred stocks 1.2 .1 - 1.3
$ 2,509.7 $ 96.5 $ 6.8 $ 2,599.3
Available for sale:
Taxable bonds and notes (a) $ 616.5 $ 26.7 $ .8 $ 642.4
$ 616.5 $ 26.7 $ .8 $ 642.4
December 31, 1992:
Taxable bonds and notes $ 2,623.0 $ 69.1 $ 24.8 $ 2,667.4
Tax-exempt bonds and notes 218.0 10.2 2.4 225.8
Redeemable preferred stocks 5.2 .3 .8 4.7
$ 2,846.3 $ 79.7 $ 28.1 $ 2,898.0
(a) Consists of U.S. Government bonds and notes and convertible bonds.
/TABLE
The amortized cost and estimated fair value at December 31, 1993, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
Estimated
Amortized Fair
Fixed Maturity Securities: Cost Value
Held to Maturity:
Due in one year or less $ 104.0 $ 109.1
Due after one year through five years 992.7 1,032.2
Due after five years through ten years 1,381.5 1,424.3
Due after ten years 31.5 33.4
$ 2,509.7 $ 2,599.3
Available for Sale:
Due in one year or less $ 34.0 $ 35.0
Due after one year through five years 178.7 183.1
Due after five years through ten years 365.7 382.0
Due after ten years 38.0 42.2
$ 616.5 $ 642.4
Proceeds from sales of fixed maturity securities-available for sale were
$188.3 and fixed maturity securities-held to maturity were $486.8 during 1993
while proceeds from sales of fixed maturity securities were $1,473.0 in 1992.
Gross gains of $19.5 and gross losses of $4.1 were realized on sales of fixed
maturity securities-available for sale during 1993, and gross gains of $68.8 and
gross losses of $7.8 were realized on the sales of fixed maturity securities
during 1992.
The Company's equity securities are as follows:
Gross Gross Estimated
Unrealized Unrealized Fair
Equity Securities: Cost Gains Losses Value
December 31, 1993:
Common stocks $ 176.6 $ 18.4 $ 6.9 $ 188.0
Non redeemable preferred stocks 3.9 - .1 3.8
$ 180.5 $ 18.4 $ 7.0 $ 191.9
December 31, 1992:
Common stocks $ 111.9 $ 15.9 $ 2.1 $ 125.5
Non redeemable preferred stocks 0.6 - .2 0.3
$ 112.5 $ 15.9 $ 2.3 $ 125.9
Investment income is reported net of allocated expenses and includes
appropriate adjustments for amortization of premium and accretion of discount on
bonds and notes acquired at other than par value. Dividends on stock are
credited to income on the ex-dividend date. Realized investment gains and
losses are reflected in the income statement and are determined on the basis of
amortized value at date of sale for bonds and notes, and cost in regard to
stocks; such bases apply to the specific securities sold. Unrealized investment
gains and losses, net of any deferred income taxes, are recorded directly in a
separate account of shareholders' equity. Net unrealized appreciation of
securities at December 31, 1993 included gross unrealized gains and losses of
$41.6 and $3.6, respectively.
At December 31, 1993, the Corporation and its subsidiaries had non-income
producing investments aggregating $1.5.
The following table reflects the composition of net investment income and
net realized and unrealized investment gains or losses for each of the years
shown:
Years Ended December 31,
1993 1992 1991
Investment income from:
Fixed maturity securities $205.2 $205.3 $196.8
Equity securities 5.0 2.7 .6
Short-term investments 8.7 9.8 17.6
Other sources 7.0 8.8 9.1
Gross investment income 226.0 226.7 224.2
Investment expenses (1) 5.2 5.1 4.9
Net investment income $220.7 $221.5 $219.3
Realized gains (losses) on:
Fixed maturity securities:
Held to maturity $ 11.3 $ 61.0 $ 17.7
Available for Sale 15.4 - -
Total 26.7 61.0 17.7
Equity securities 13.6 1.7 3.5
Other assets (.1) - (.1)
Total 40.2 62.8 21.1
Income taxes 14.4 19.9 5.9
Net realized gains $ 25.7 $ 42.8 $ 15.1
Unrealized investment gains (losses) on:
Fixed maturity securities:
Held to Maturity (2) $ 37.8 $ (49.7) $128.0
Available for sale $ 25.2 $ - $ -
Less: Deferred income taxes 8.7 - -
Net unrealized gains $ 16.4 $ - $ -
Equity securities $ (.7) $ 7.2 $ 4.4
Less: Deferred income taxes (credits) (.6) 2.4 1.4
Net unrealized gains $ (.1) $ 4.8 $ 2.9
(1) Investment expenses include interest expense of $0.7 in 1993, $1.0 in 1992, and $1.4 in 1991, relating to reinsurance
agreements and retrospective premium adjustment contracts of insurance subsidiaries. Substantially all other expenses consist
of salaries and investment service fees.
(2) Deferred income taxes do not apply since these securities are carried at amortized cost.
(d) Revenue Recognition-Pursuant to generally accepted accounting principles
applicable to the insurance industry, benefits, claims, and expenses are
associated with the related revenues by means of the provision for policy
benefits, the deferral and subsequent amortization of acquisition costs, and the
recognition of incurred benefits, claims and operating expenses.
General insurance (property and liability) and level-term credit life
insurance premiums are reflected in income on a pro-rata basis. Earned but
unbilled premiums are generally taken into income on the billing date, and
adjustments for retrospective premiums, commissions and similar charges are
accrued on the basis of periodic evaluations of current underwriting experience
and contractual obligations. Title insurance premiums are recognized as income
upon the substantial completion of the policy issuance process. Title abstract,
escrow, service, and other fees are taken into income at the time that the
services are performed. First year and renewal mortgage guaranty premiums are
recognized as income on a straight-line basis except that a portion of first
year premiums received for certain high risk policies is deferred and reported
as earned over the estimated policy life, including renewal periods. Single
premiums for mortgage guaranty policies covering more than one year are earned
on an accelerated basis over the policy term. Ordinary life and annuity premiums
are recognized as revenue when due. Decreasing term credit life and credit
disability/accident & health insurance premiums are generally earned on a
sum-of-the-years-digits or similar method.
(e) Deferred Policy Acquisition Costs-The Corporation's insurance subsidiaries,
other than title companies, defer
certain costs which vary with and are primarily related to the production of
business. Deferred costs consist principally of commissions, premium taxes,
marketing, and policy issuance expenses. With respect to most coverages, defer-
red acquisition costs are amortized on the same basis as the related premiums
are earned or, alternatively, over the periods during which premiums will be
paid or underwriting and claim services performed. The following table
summarizes deferred policy acquisition costs and related data for the years
shown:
Years Ended December 31,
1993 1992 1991
Deferred, beginning of year $ 78.9 $ 67.5 $ 62.4
Acquisition costs deferred:
Commissions - net of reinsurance 117.1 88.8 63.7
Premium taxes 22.2 33.4 37.0
Salaries and other marketing expenses 46.9 43.9 35.3
Total 186.2 166.4 136.1
Amortization charged to income (169.6) (154.9) (131.1)
Change for the year 16.6 11.4 5.0
Deferred, end of year $ 95.5 $ 78.9 $ 67.5
(f) Future Policy Benefits/Unearned Premiums-See note 1(g) for discussion of
FAS No. 113 "Accounting and Reporting for Reinsurance of Short Duration and
Long-Duration Contracts". General insurance and level term credit life
insurance policy liabilities represent unearned premium reserves developed by
application of monthly pro-rata factors to premiums in force.
Disability/accident & health and decreasing term credit life insurance policy
liabilities are calculated primarily on a sum-of-the-years-digits method.
Mortgage guaranty unearned premium reserves are calculated primarily on a pro--
rata basis. Ordinary life policy liabilities are determined on a level premium
method and take into account mortality and withdrawal rates based principally on
anticipated company experience; assumed interest rates range from 3.0% to 6.0%.
With respect to annuity policies, the liabilities represent the surrender value
of such policies during deferral periods, without adjustment for surrender
charges; such values are deemed appropriate to provide for ultimate benefit
reserves in the event policyholders exercise an annuity benefit option at a
later date.
At December 31, 1993 and 1992, the Life Insurance Group had $4,286.7 and
$3,515.5, respectively, of net life insurance in force. Future policy
liabilities and unearned premiums, consisted of the following:
December 31,
1993(a) 1992
General Insurance Group $ 337.6 $ 260.5
Mortgage Guaranty Group 81.5 55.2
Life Insurance Group:
Life insurance 58.0 29.3
Annuities 98.5 96.9
Disability/accident & health 33.5 13.1
Sub-total 190.1 139.3
Consolidated $ 609.3 $ 455.2
(a) Amounts reported at December 31, 1993 are not comparable to amounts reported at December 31, 1992 due to implementation in
1993 of FAS No. 113 "Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts". See note 1(g).
At December 31, 1992, future policy benefit liabilities and unearned
premiums are included net of reinsurance ceded to other companies of $121.5.
The Company issues, directly or as a reinsurer, certain insurance policies
generally categorized as financial guarantees. The major types of guarantees
pertain to (a) state, municipal and other general or special revenue bonds, (b)
variable interest rate guarantees, and (c) insurance of the future residual
value of fixed assets. The types of risks involved include failure by the bond
issuer to make timely payment of principal and interest, changes in interest
rates, and changes in the future value of fixed assets. The degree of risk
pertaining to these insurance products is largely dependent on the effects of
general economic cycles and changes in the credit worthiness of issuers whose
obligations have been guaranteed. During the past three years, new commitments
have been limited to those identified at (a) immediately above.
Premiums received for financial guarantee policies are generally earned
over the terms of the contract (which may range between 5 and 30 years) or on
the basis of current exposure relative to maximum exposure in force; with
respect to residual value insurance, that portion of the premium in excess of
certain initial underwriting costs is deferred and taken into income when all
events leading to the determination of exposure, if any, have occurred. Since
losses on financial guarantee insurance products cannot be predicted reliably,
the Company's unearned premium reserves serve as the primary income recognition
and loss reserving mechanism. When losses become known and determinable, they
are paid or placed in reserve and the remaining directly-related unearned
premiums are taken into income.
No assurance can be given that unearned premiums will be greater or less
than ultimate incurred losses on these policies.
The following table reflects certain data pertaining to net insurance in
force for the Company's financial guarantee business at the dates shown:
December 31,
1993 1992
Net Insurance in Force:
Bonds $2,424.0 $2,632.2
Variable interest rate 1.7 2.4
Residual value 1.0 1.0
Net Unearned Premiums:
Bonds 16.8 18.0
Variable interest rate 1.7 2.4
Residual value $ - $ -
With respect to mortgage guaranty insurance (net insurance in force of
$24,026.1 and $16,647.0, at December 31, 1993 and 1992, respectively) the
Company's reserving policies are set forth below in Note l(g).
(g) Losses, Claims and Settlement Expenses-Reserves are provided for the
ultimate expected cost of settling unpaid losses and claims reported at each
balance sheet date. Losses and claims incurred but not reported, as well as
expenses required to settle losses and claims are established on the basis of
various criteria, including historical cost experience and anticipated costs of
servicing reinsured and other risks. Long-term disability-type workers' compen-
sation reserves, however, are discounted to present value based on interest
rates ranging from 3.5% to 4% as permitted by regulatory authorities.
All reserves are necessarily based on estimates which are periodically
reviewed and evaluated in the light of emerging claim experience and existing
circumstances. The resulting changes in estimates are recorded in operations of
the periods during which they are made. Consistent with industry practice, total
loss and claim reserves are stated net of reinsurance ceded to other companies
in the amount of $1,244.1 at December 31, 1992.
Effective January 1, 1993 the Company adopted Financial Accounting Standard
(FAS) No. 113 "Accounting and Reporting for Reinsurance of Short-Duration and
Long-Duration Contracts" which eliminates the reporting of assets and
liabilities relating to reinsured contracts net of reinsurance ceded balances.
Accordingly, reinsured losses and unearned premiums are to be reported as
assets. At December 31, 1993, assets and liabilities were, as a result,
increased by corresponding amounts of approximately $1.5 billion. FAS No. 113
did not have any effect on the Company's results of operations.
(h) Income Taxes-The Corporation and most of its subsidiaries file a
consolidated tax return and provide for income taxes payable currently. The tax
benefits of net operating losses are recognized in the periods during which they
become recoverable. Deferred income taxes included in the accompanying
consolidated financial statements pursuant to generally accepted accounting
principles will not necessarily become payable/recoverable in the future.
Effective January 1, 1993 the Company adopted Financial Accounting Standard
(FAS) No. 109 "Accounting for Income Taxes." FAS No. 109 requires a change to
the asset and liability method of calculating deferred income taxes. The
cumulative effect of this change resulted in an increase in net income of $13.3,
or $.23 per share ($.22 fully diluted) in 1993. This method requires the
establishment of a deferred tax, calculated at currently effective tax rates,
for the cumulative temporary differences between financial statement and tax
bases of assets and liabilities. Prior to January 1, 1993 deferred income taxes
applicable to income and expense items reported in the consolidated financial
statements in different periods than for tax purposes were established.
The provision for combined current and deferred income taxes reflected in
the consolidated statements of income does not bear the usual relationship to
operating income before taxes as the result of permanent and other differences
between pre-tax income and taxable income determined under existing tax
regulations. The more significant differences, their effect on the statutory
income tax rate, and the resulting effective income tax rates are summarized
below:
Years Ended December 31,
1993 1992 1991
Statutory tax rate 35.0% 34.0% 34.0%
Tax rate increases (decreases):
Tax-exempt interest (1.4) (1.8) (3.9)
Dividends received exclusion (.7) (.4) (.5)
Fresh start adjustment and amortization - (.7) (2.1)
Change in tax rate on beginning temporary
differences (1.2) - -
Other items - net .4 (1.2) (1.7)
Effective tax rate 32.0 % 29.9% 25.8%
A summary of deferred income taxes applicable to the following years:
Years Ended December 31,
1992 1991
Deferred policy acquisition costs $ 5.7 $ 1.2
Future policy benefits 3.5 (1.0)
Loss and unearned premium reserve discounting and
amortization (4.9) (16.4)
Fresh start amortization of discounted
loss reserves (1.9) (3.6)
Contingency reserves 17.2 5.0
Other items - net .9 (.3)
Total $ 20.5 $ (15.1)
The tax effects of temporary differences that give rise to significant
portions of the Company's net deferred tax recoverable are as follows at the
dates shown:
December 31, 1993 January 1, 1993
Deferred Tax Assets:
Future policy benefits $ 1.7 $ 1.5
Losses, claims, and settlement expenses 182.2 165.4
Unearned premium reserves 6.2 3.4
Other 8.7 8.6
Total gross deferred tax assets 199.0 178.9
Less-valuation allowance 3.9 4.1
Net deferred tax assets 195.0 174.8
Deferred Tax Liabilities:
Deferred policy acquisition costs 34.2 27.8
Mortgage Guaranty insurers contingency
reserves 43.2 25.1
Fixed maturity securities adjusted
to costs 4.8 3.4
Unrealized investment gains 10.2 2.6
Title plants and records 3.4 3.3
Other 15.7 18.8
Total deferred tax liability $111.9 81.3
Net deferred tax asset $ 83.2 $ 93.4
Pursuant to special provisions of the Internal Revenue Code pertaining to
mortgage guaranty insurers, a contingency reserve (established in accordance
with insurance regulations designed to protect policyholders against
extraordinary volumes of claims) is deductible from gross income. The tax
benefits obtained from such deductions must, however, be invested in a special
type of non-interest bearing U.S. Government Tax and Loss Bond. For Federal
income tax purposes, the amounts deducted for the contingency reserve are taken
into gross statutory taxable income (a) when the contingency reserve is
permitted to be charged for losses under state law or regulation, (b) in the
event operating losses are incurred, or (c) in any event upon the expiration of
ten years.
Life Insurance companies domiciled in the United States and qualifying as
life insurers for tax purposes are taxed under special provisions of the
Internal Revenue Code. As a result of legislation, 1983 and prior years' tax
deferred earnings (cumulatively $20.7 at December 31, 1993) credited to the
former memorandum "policyholders' surplus account" will not be taxed unless they
are subsequently distributed to shareholders. The Company does not presently
anticipate any distribution or payment of taxes on such earnings in the future.
As a result of regular examinations of the tax returns for the Corporation
and its subsidiaries, the Internal Revenue Service ("IRS") has proposed certain
adjustments for additional taxes applicable to the years 1982 to 1990. The
proposed adjustments pertain to the timing of certain deductions, the IRS's
contention that contractually obligated premium refunds should be treated as
dividends, deductions for certain loss and related reserves, a reinsurance
transaction, and several other issues not involving material amounts. The
Company and its tax counsel believe that substantially all of the proposed
material adjustments are without merit, that the Company will be successful in
vigorously defending its positions, and that the ultimate adjustments, if any,
will not significantly affect its financial condition or results of operations.
During 1993 and 1992, certain of the proposed adjustments were finally settled
for immaterial amounts. In 1992, the Company's life insurance subsidiaries
recorded previously unrecognized tax recoveries of $1.1 and related interest
credits of approximately $12.4 stemming from resolution of various long-standing
Internal Revenue Service disputes applicable to taxable years 1969 to 1981.
(i) Property and Equipment-Property and equipment is generally depreciated or
amortized over the estimated useful lives of the assets, (2 to 45 years),
substantially by the straight-line method. Expenditures for maintenance and
repairs are charged to income as incurred, and expenditures for major renewals
and additions are capitalized.
(j) Title Plants and Records-Title plants and records are carried at original
cost or appraised value at date of purchase. Such values represent the cost of
producing or acquiring interests in title records and indexes and the appraised
value of purchased subsidiaries' title records and indexes at dates of
acquisition. The cost of maintaining, updating, and operating title records is
charged to income as incurred. Title records and indexes are not being amortized
since they have an indefinite life and do not diminish in value.
(k) Goodwill-The costs of certain purchased subsidiaries in excess of related
book values (goodwill) at date of acquisition are being amortized against
operations principally over 40 years using the straight-line method.
Amortization of goodwill amounted to $3.2 in 1993, $3.0 in 1992, and $2.9 in
1991.
(l) Employee Benefit Plans- The Corporation has several pension plans covering
approximately half of its employees. The plans are defined benefit plans in
which the benefits are based primarily on years of service and employee com-
pensation near retirement. It is the Corporation's policy to fund the plans'
costs as they accrue. Plan assets are comprised principally of bonds, common
stocks and short-term investments.
The components of annual net periodic pension cost (credit) for the plans
consisted of the following:
Years
Ended December 31,
1993 1992 1991
Service cost $ 3.0 $ 2.9 $ 2.5
Interest cost 6.7 6.2 5.7
Return on assets (8.0) (10.5) (9.2)
Net amortization and deferral (1.7) 1.4 1.0
Net cost (credit) $ - $ - $ .1
The reconciliation of the funded status of the plans is as follows:
December 31,
1993 1992
Actuarial present value of benefit obligations:
Vested benefit obligations $ 76.4 $ 69.0
Nonvested benefit obligations 2.3 2.1
Accumulated benefit obligations 78.7 71.2
Excess of projected benefit obligations over
accumulated benefit obligations 14.2 14.1
Projected benefit obligations 92.9 85.3
Plans' assets at fair market value 104.2 99.5
Projected benefit obligations less than plans' assets 11.2 14.1
Unrecognized net loss (gain) .6 (1.9)
Prior service cost not yet recognized in net periodic pension cost 1.5 1.7
Remaining unrecognized transition net assets from December 31, 1985 (7.4) (8.9)
Unfunded accrued pension asset recognized in the consolidated balance
sheet $5.9 $ 4.9
The projected benefit obligations for the plans were
determined using the following at:
December 31,
1993 1992
Settlement discount rates 7.5 - 8.0% 7.5 - 8.75%
Rates of compensation increase 4.0 - 5.5% 5.0 - 6.0%
Long-term rates of return on assets 8.0 - 9.0% 8.0 - 9.0%
The Corporation has a number of profit sharing and other incentive
compensation programs for the benefit of a substantial number of its employees.
The costs related to such programs are summarized below:
Years Ended December 31,
1993 1992 1991
Employees Savings and Stock Ownership Plan cost $ 1.8 $ 4.3 $ 3.5
Other profit sharing costs 3.0 2.5 1.9
Deferred and incentive compensation costs $ 12.9 $ 15.3 $ 10.3
/TABLE
The Company adopted Financial Accounting Standard (FAS) No. 106 "Employers'
Accounting for Post-retirement Benefits Other Than Pensions" for health care and
life insurance benefit plan as of January 1, 1993. A few Old Republic
subsidiaries make available post-retirement health benefits for employees that
retired prior to November 30, 1992. FAS No. 106 provides the option of either
recognizing the projected future costs of post-retirement benefits as a
liability, or amortizing such costs over the average remaining life expectancy
of plan participants. Previously such benefits were reported as costs in the
period during which they were provided. The Company has recognized the
accumulated post-retirement benefit liability of $7.0 as of January 1, 1993;
this resulted in an after tax charge to net income of $4.6, or $.08 per share
($.08 fully diluted).
The Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants approved the issuance of Statement of Position No.
93-6 "Employers Accounting for Employee Stock Ownership Plans" to be effective
January 1, 1994. Current estimates of the adoption of this accounting policy is
not expected to have a material impact on the Company's financial positions or
results of its operations.
(m) Escrow Funds-Segregated cash accounts and the offsetting liabilities for
escrow deposits in connection with Title Insurance Group real estate
transactions in the same amounts ($219.9 and $229.2 at December 31, 1993 and
1992, respectively) are not included as assets or liabilities in the
accompanying consolidated balance sheets as the escrow funds are not available
for regular operations.
(n) Earnings Per Share-Consolidated primary earnings per share are based upon
the weighted average number of shares
outstanding during each year, retroactively adjusted for all stock dividends and
splits declared through December 31, 1993. Dividend requirements of $5.2 in
1993, $6.0 in 1992, and $1.3 in 1991 on preferred stock have been considered in
per share calculations. The average number of common shares used in 1993, 1992
and 1991 earnings per share calculations reflect the pro forma inclusion of
5,476,047, 5,704,688, and 5,866,540 incremental common shares, respectively,
which would be issued upon conversion and/or exercise of dilutive convertible
preferred and stock option shares. Fully diluted earnings per share are
similarly calculated with the inclusion of substantially all convertible
securities and stock options includable for each year; no such data is shown
when the calculations are anti-dilutive.
(o) Cash Flows-For purposes of the Consolidated Statements of Cash Flows, the
Company considers short-term investments, consisting of savings accounts, money
market funds, certificates of deposit, and commercial paper with maturity of
less than 90 days to be cash equivalents, and are carried at cost which
approximates fair value.
Supplemental cash flow information: Years Ended December 31,
1993 1992 1991
Cash paid during the year for:
Interest $ 20.0 $ 16.1 $ 18.8
Income Taxes 54.1 54.0 55.4
$ 74.1 $ 70.1 $ 74.2
(p) Concentration of Credit Risk-Excluding U.S. government bonds and notes, the
Company is not exposed to any significant credit concentration risk.
(q) Statement Presentation-Amounts shown in the consolidated financial
statements and applicable notes are stated (except as otherwise indicated and as
to share data) in millions, which amounts may not add to totals shown due to
rounding. Necessary reclassifications are made in prior periods' financial
statements whenever appropriate to conform to current presentation.
Note 2-Investments - Bonds and other investments carried at $160.7 as of
December 31, 1993 were on deposit with governmental authorities by the
Corporation's insurance subsidiaries to comply with insurance laws.
Note 3-Debt and Debt Equivalents-Consolidated debt of Old Republic and its
subsidiaries is summarized below:
December 31,
1993 1992
Carrying Fair Carrying Fair
Amount Value Amount Value
Commercial paper due within 180 days with an average
yield of 3.40% and 3.31% $ 49.6 $ 49.6 $ 39.9 $ 39.9
Convertible subordinated debentures maturing in 2002 at 5.75% (b) 110.0 123.3 110.0 126.7
Debentures maturing in 2015 at 11.5% 29.5 32.3 29.5 32.4
Debentures maturing in 2018 at 10.0% 74.0 80.6 73.9 80.7
Other miscellaneous debt 4.2 4.2 4.7 4.7
Total debt 267.5 289.9 258.2 284.4
Redeemable preferred stock classified as a debt equivalent.
See (a) below 15.1 15.1 19.6 19.6
Total debt and debt equivalents $282.7 $305.0 $277.8 $304.0
/TABLE
The carrying amount of the Company's commercial paper borrowings
approximates its fair value. The fair value of publicly traded debt is based on
its quoted market price.
Scheduled maturities of the above debt (including redeemable preferred
stock classified as a debt equivalent, see (a)below) at December 31, 1993 are as
follows: 1994: $56.1; 1995: $6.6; 1996: $5.4; 1997: $2.5; 1998: $1.4; 1999 and
after: $210.3. During 1993, 1992 and 1991, $20.0, $18.1, and $18.8,
respectively, of interest expense on debt was charged to consolidated
operations.
(a) The Company has guaranteed bank loans (balance at December 31, 1993 was
$15.1) to a Trust established by the Old Republic Employees Savings and Stock
Ownership Plan ("ESSOP"). The loans have been used to fund the purchase of
Series "B" and Series "D" Redeemable Preferred Stock from the Company by the
trust for the original amount of the loans. The Trust's loan principal
repayments (currently scheduled at $4.0 in 1994, $6.1 in 1995, $3.9 in 1996, and
$1.0 in 1997) are expected to be met by annual profit sharing contributions by
the Corporation and its participating subsidiaries, while interest payments are
to be covered by Trust income, including dividends on the Corporation's stock
held by the ESSOP. The interest rate on the Trust's loans of $15.1 is set every
six months and ranges from 1-1/4% above the prime rate to approximately 75%
thereof. See Notes 4a and 4b.
(b) Each one thousand dollar convertible debenture maturing in 2002, may be
converted at any time into 39.024 common shares.
Note 4-Shareholders' Equity - All common and preferred share data herein has
been retroactively adjusted as applicable for stock dividends or splits declared
through December 31, 1993.
(a) Preferred Stock-The following table shows certain information pertaining to
each of the Corporation's series of preferred shares issued and outstanding:
Redeemable convertible Convertible Cumulative
Preferred Stock Series: "B" "D" "E" "G"(1) "H"
Annual cumulative dividend rate per share $ .148 $ .130 $ 1.00 $ (1) 8 3/4%
Conversion ratio of preferred into common
shares (2) 5 for 1 5 for 1 1 for 3.52 1 for .95 -
Conversion right begins 1994 Anytime Anytime Anytime -
Redemption and liquidation value per share $ 2.47 $ 1.30 $ 33.50 (1) $ 25.00
Redemption beginning in year 1994 1987 1995 (1) (5)
Total redemption value (millions) $ .95 $ 29.73 $ 3.98 (1) $ 57.50
Vote per share one one one one -
Shares outstanding: December 31, 1992 (4) 4,156,158 22,874,402 140,485 49,978 2,300,000
December 31, 1993(3) 386,075 22,874,402 118,882 51,546 2,300,000
(1) The Corporation has authorized up to 1,000,000 shares of Series G Convertible Preferred Stock for issuance pursuant to the
Corporation's Stock Option Plan. Series G has been issued under two different designations; the most recent designation
being Series G-2 (except as otherwise stated, Series "G" and Series "G-2" are collectively referred to as Series "G").
Management believes this designation will be the source of all foreseeable issuance of Series G stock. Each share of Series
G pays a floating rate dividend based on the prime rate of interest. At December 31, 1993, the annual dividend rate for
Series G and Series G-2 was $.47 per share and $1.30 per share, respectively. Each share of Series G is convertible at any
time, after being held six months, into 0.95 shares of Common Stock (See 4(d) below). Series G shares may be redeemed at the
Corporation's sole option five years after their issuance.
(2) In the event of a merger in which the Corporation is not the survivor, each series of Preferred Stock must be redeemed at the
above redemption value per share (plus 10% in the case of Series "B"). In the event of certain defined Business Combinations
or the acquisition of 20% or more of a class of the Corporation's voting securities in certain circumstances, the Series D
Preferred Stock is convertible into common shares at a ratio ranging from 5 for 1 to 2.5 for 1.
(3) 1,000,000 shares of Series "D" Preferred Stock have been set aside for issuance at any time at their then appraised value to
the Corporation's employee benefit plans or in private placements. Series "B" and "D" preferred stock, substantially all of
which are held by the Corporation's employee benefit plans, are adjustable proportionately as to redemption value, dividend
rate, and number of shares to reflect any stock dividends or splits declared on the Corporation's common stock, and have a
preference as to dividend payments and upon liquidation of the Corporation. Series "E" preferred stock have preferences as to
dividend payments and upon liquidation and their conversion ratio is adjustable proportionately in the event stock dividends
or splits are declared on the common stock.
(4) On October 21, 1992 all Series "C" preferred shares were converted into Common Shares of the Corporation.
(5) On or after December 13, 1996 redeemable at the option of the Corporation, in whole or in part, at a redemption price of
$25.00 per share.
(b) Cash Dividend Restrictions-The payment of cash dividends by the Corporation
is principally dependent upon the amount of its insurance subsidiaries'
statutory policyholders' surplus available for dividend distribution. The
insurance subsidiaries' ability to pay cash dividends to the Corporation is in
turn generally restricted by law or subject to approval of the insurance
regulatory authorities of the states in which they are domiciled. These
authorities recognize only statutory accounting practices for determining
financial position, results of operations, and the ability of an insurer to pay
dividends to its shareholders. Based on 1993 data, the maximum amount of
dividends payable to the Corporation by its insurance and other wholly-owned
subsidiaries during 1994 without the prior approval of their respective
regulatory authorities is approximately $192.4. However, management does not
expect to distribute all such dividends since reinvested earnings are the
Corporation's major source of capital to promote its growth and support its
obligations to policyholders.
(c) Debt Restrictions-Under the most restrictive covenants, the terms of Old
Republic's guaranties relative to loan agreements described in Note 3(a) provide
that while loans under such agreements are outstanding, Old Republic will
maintain a minimum consolidated tangible net worth (excluding goodwill and net
unrealized capital gains or losses, but including title plants and records) of
at least $400.0. Such agreements also, among other things, restrict Old
Republic from permitting "Debt" to exceed 25% of its consolidated tangible net
worth (as adjusted for goodwill and net unrealized capital gains or losses on
equity securities) without approval of the lenders.
(d) Stock Option Plans-The Corporation has had non-qualified, stock option plans
(the 1979, 1985 and 1992 plans) for its key employees and those of its eligible
subsidiaries since 1979. The plans provide for the issuance of options for up to
5% of the Old Republic common stock issued and outstanding at any one time. The
term of each option is 10 years from the date of grant, although some options
have a 15 year term. Under ordinary circumstances, options may be exercised to
the extent of 10% of the number of shares covered thereby on and after the date
of grant and cumulatively to the extent of an additional 10% on and after each
of the first through ninth anniversaries of the date of grant. The Corporation
may extend 15 year loans at a prevailing market rate of interest for a portion
of the exercise price. Amendments to the plans also enable optionees to,
alternatively, exercise their options into Series "G" or Series "G-2"
Convertible Preferred Stock. The exercise of options into such Series "G" or
Series "G-2" Convertible Preferred stock reduces by 5% the number of equivalent
common shares which would have otherwise been obtained from the exercise of
options.
Under the 1979 plan, the employee's right to exercise his options is
accelerated if the Corporation is dissolved or liquidated, merges or
consolidates with another company and the Corporation is not the surviving
corporation, or more than 50% of the members of the Board of Directors of the
Corporation change in any one year unless one or more of the new directors was
nominated by the Board of Directors of the Corporation.
Under the 1985 and 1992 plans, in the event the market price of Old
Republic common stock reaches a preestablished value ("vesting acceleration
price"), optionees may exercise their options to the extent of 10% of the number
of shares covered by the option for each year that the optionee has been
employed by the Corporation or its subsidiaries.
Changes in stock options and related information are reflected in the
following table (See Note 4(a)(1) above).
As of and for the Years Ended December 31,
1992 Plan 1985 Plan 1979 Plan
1993 1992 1993 1992 1991 1993 1992 1991
Options outstanding 633,575 25,000 774,506 851,145 1,279,620 16,610 217,349 450,418
Price range:
High $ 26.13 $ 20.50 $ 12.62 $ 12.62 $ 12.62 $ 5.14 $ 8.74 $ 8.74
Low $ 20.50 $ 20.50 $ 8.74 $ 8.74 $ 8.74 $ 5.14 $ 5.14 $ 5.14
Shares exercisable 65,858 2,500 651,644 696,057 782,918 16,610 206,738 412,650
Options granted 610,775 25,000 - - 453,200 - - -
Price of options granted:
High $ 26.13 $ 20.50 $ - $ - $ 12.62 $ - $ - $ -
Low $ 25.13 $ 20.50 $ - $ - $8.74 $ - $ - $ -
Vesting acceleration price:
High $ 39.19 $ 30.75 $ 18.93 $ 18.93 $ 18.93 $ N/A $ N/A $ N/A
Low $ 30.75 $ 30.75 $ 13.11 $ 13.11 $ 13.11 $ N/A $ N/A $ N/A
Options cancelled or forfeited 2,000 526 15,536 12,180 184 971 108
Options exercised 200 - 76,113 412,939 100,390 200,555 232,098 141,938
Average price of options
exercised $ 25.13 $ - $ 11.42 $ 11.14 $ 10.77 $ 7.13 $ 6.55 $ 6.08
Option prices represent the per share market price on the date of grant. No
charge is made to earnings in connection with the granting or exercise of
nonqualified stock options.
In conjunction with the purchase or merger of various companies, the
Corporation has assumed the stock option obligations under various qualified and
nonqualified stock option plans previously adopted by such companies. These
plans were terminated as of the merger dates, and existing options at that date
became exercisable into Old Republic common shares at their original price
adjusted for the appropriate exchange ratios pertaining to each merger. At
December 31, 1993, options for 23,822 shares were outstanding and 21,960 shares
were exercisable under all of these plans at prices ranging between $7.72 and
$10.00 per share. Options for 24,568; 74,440; and 42,452 were exercised for a
total consideration of approximately $0.1, $0.5 and $0.5 during 1993, 1992 and
1991, respectively.
(e) Common Stock-There were 100,000,000 shares of common stock authorized at
December 31, 1993. At the same date, there were 20,000,000 shares of Class "B"
common stock authorized but none were issued or outstanding. Class "B" common
shares have the same rights as common shares except for being entitled to 1/10th
of a vote per share.
(f) Undistributed Earnings-The equity of the Corporation in the undistributed
earnings, determined in accordance with generally accepted accounting
principles, and in the net unrealized investment gains (losses) of its
respective subsidiaries at December 31, 1993 amounted to $921.5 and $23.7,
respectively. Common stock dividends declared during 1993, 1992 and 1991, to
the Corporation by its subsidiaries amounted to $53.9, $50.6, and $38.6,
respectively.
(g) Treasury Stock-A total of 5,540,360 common shares issued and outstanding are
held by consolidated affiliates. See "Related Party Transactions" herein.
(h) Statutory Data-The shareholders' equity and net income, determined in
accordance with statutory accounting practices, of the Corporation's insurance
subsidiaries was as follows at the dates and for the periods shown:
Shareholders' Equity Net Income
December 31, Years Ended December 31,
1993 1992 1993 1992 1991
General Insurance Group $934.5 $826.5 $ 93.2 $109.7 $ 83.1
Title Insurance Group 122.4 112.7 19.2 14.6 6.3
Mortgage Guaranty Group 108.9 85.3 55.6 38.1 22.8
Life Insurance Group $ 86.7 $ 93.1 $ 3.2 $ 8.9 $ 4.9
Note 5-Commitments and Contingent Liabilities:
(a) Reinsurance-In order to maintain premium production within their capacity and to limit maximum losses for which they might
become liable under policies underwritten, Old Republic's insurance subsidiaries, as is the common practice in the insurance
industry, cede all or a portion of their premiums and liabilities on certain classes of business to other insurers and
reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from liability to a policyholder, it is
industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs
retrospective premium, contingent commission, and profit sharing arrangements for parts of its business in order to minimize
losses for which it might become liable under insurance policies underwritten by it. To the extent that any reinsurance
companies or retrospectively rated risks or producers might be unable to meet their obligations under existing reinsurance or
retrospective insurance and agency agreements, Old Republic would be liable for the defaulted amounts. As deemed necessary,
reinsurance ceded to other companies are secured by letters of credit, cash, and/or securities. At December 31, 1992 total
policy, benefit, and claim reserves are stated after deduction of reinsurance ceded reserves. See Notes 1 f and 1 g.
Reinsurance protection for General Insurance operations generally limits
the net loss on any one risk as follows (in thousands): fire and other physical
perils-$20; accident and health-$15; workers' compensation-$1,000 and other
liability-$600; loan credit guaranty-$200. Title insurance risk assumptions,
based on the title insurance subsidiary's financial resources, are currently
limited to $15,000 as to any one policy. A substantial portion of the mortgage
guaranty insurance business is retained, with the exposure on any one risk
currently averaging less than $20. The maximum amount of ordinary life insurance
retained on any one life by the Life Insurance Group (without reinsurance) is
$250.
Most of the reinsurance ceded by the Corporation's insurance subsidiaries
in the ordinary course of business is placed on a quota share or excess of loss
basis. Under quota share reinsurance, the companies remit an agreed upon
percentage of their premiums written to assuming companies and are reimbursed
for a pro-rata share of claims and commissions incurred and for a ceding
commission to cover expenses and costs for underwriting and claim services
performed. Under excess of loss reinsurance agreements, the companies are
generally reimbursed for losses exceeding contractually agreed-upon levels. The
following information relates to reinsurance and related data for the General
Insurance, Mortgage Guaranty and Life Insurance Groups for the three years ended
December 31, 1993. For the years 1991 to 1993, reinsurance transactions of the
Title Insurance Group have not been material.
Years Ended December 31,
1993 1992 1991
General Insurance Group
Written premiums: direct $ 1,160.7 $ 1,100.4 $ 960.7
assumed 111.5 74.7 86.4
ceded $ 396.1 $ 375.0 $ 304.5
Earned premiums: direct $ 1,170.4 $ 1,086.6 $ 1,027.5
assumed 107.6 82.4 86.0
ceded $ 411.4 $ 362.6 $ 366.7
Claims ceded $ 390.9 $ 168.7 $ 344.5
Mortgage Guaranty Group
Written premiums: direct $ 125.7 $ 88.1 $ 60.1
assumed - - -
ceded $ 4.6 $ 6.8 $ 9.9
Earned premiums: direct $ 102.5 $ 70.2 $ 51.9
assumed - - -
ceded $ 5.7 $ 8.5 $ 11.0
Claims ceded $ 3.3 $ 3.5 $ 3.6
Mortgage guaranty insurance in force as of
December 31: direct $25,372.5 $18,591.8 $13,777.4
assumed $ .4 $ .6 $ 1.1
ceded $ 1,346.8 $ 1,945.5 $ 2,790.5
Life Insurance Group
Written premiums: direct $ 64.5 $ 59.0 $ 56.5
assumed .3 .4 .7
ceded $ 33.7 $ 34.6 $ 29.5
Earned premiums: direct $ 71.0 $ 67.4 $ 65.7
assumed .3 .4 .7
ceded $ 38.3 $ 38.5 $ 38.5
Life insurance in force as of December 31:
direct $ 8,848.7 $ 7,669.6 $ 6,294.1
assumed $ - $ - $ -
ceded $ 4,561.9 $ 4,154.1 $ 3,600.4
Disability/accident and health insurance premiums
ceded on a quota share basis:
To affiliated companies $ 1.1 $ 2.3 $ 1.3
To unaffiliated companies 18.1 18.8 17.2
Total $ 19.3 $ 21.1 $ 18.5
Percentage of direct and assumed premiums 53.7% 57.6% 51.5%
(b) Leases-Some of the Corporation's subsidiaries maintain their offices in
leased premises. Certain of these leases provide for the payment of real estate
taxes, insurance, and other operating expenses. At December 31, 1993, aggregate
minimum rental commitments (net of expected sub-lease receipts) under
noncancellable operating leases of $106.2 are summarized as follows: 1994:
$25.8; 1995: $20.2; 1996: $13.8: 1997: $9.5; 1998: $6.5; 1999 and after: $30.0.
(c) General-In the normal course of business, the Corporation and its
subsidiaries are subject to various contingent liabilities, including possible
income tax assessments resulting from tax law interpretations or issues raised
by taxing authorities in their regular examinations. Management does not
anticipate any significant losses or costs to result from any known or existing
contingencies.
(d) Legal Proceedings-There are no material legal proceedings other than those
arising in the normal course of business and which generally pertain to claim
matters related to insurance policies and contracts issued by the Corporation's
insurance subsidiaries.
Note 6-Consolidated Quarterly Results-Unaudited - Old Republic's consolidated
quarterly operating data for the two years ended December 31, 1993 is presented
below. In the opinion of management, all adjustments consisting of normal
recurring adjustments necessary to a fair presentation of quarterly results have
been reflected in the data which follows. It is also management's opinion,
however, that quarterly operating data for insurance enterprises is not
indicative of results to be achieved in succeeding quarters or years. The
long-term nature of the insurance business, seasonal patterns in premium
production and incidence of claims, and changes in yields on invested assets are
some of the factors necessitating a review of operating results, changes in
shareholders' equity, and cash flows for periods of several years to obtain a
proper indicator of performance. The data below should be read in conjunction
with the "Management Analysis of Financial Position and Results of Operations":
1st 2nd 3rd 4th
Year Ended December 31, 1993: Quarter Quarter Quarter Quarter
Operating Summary:
Net premiums, fees, and other income $ 339.2 $ 346.6 $ 374.7 $ 414.3
Net investment income and realized gains 63.7 63.9 61.4 71.5
Total revenues 403.1 410.8 436.2 486.0
Benefits, claims, and expenses 358.5 347.2 376.9 410.1
Income before cumulative effect of accounting changes 31.4 43.0 41.4 50.3
Cumulative effect of accounting changes 8.6 - - -
Net income $ 40.1 $ 43.0 $ 41.4 $ 50.3
Net income per share:
Primary:
Before cumulative effect of accounting changes $ .53$ .73$ .70$ .86
Cumulative effect of accounting changes .15 - - -
Net Income $ .68 $ .73 $ .70 $ .86
Fully Diluted:
Before cumulative effect of accounting changes $ .51$ .70$ .67$ .81
Cumulative effect of accounting changes .14 - - -
Net Income $ .65 $ .70 $ .67 $ .81
Average common and equivalent shares outstanding:
Primary 57,121,667 57,148,698 57,180,690 57,224,970
Fully Diluted 61,601,784 61,582,297 61,620,439 61,654,879
1st 2nd 3rd 4th
Year Ended December 31, 1992: Quarter Quarter Quarter Quarter
Operating Summary:
Net premiums, fees, and other income $ 260.9 $ 339.8 $ 374.4 $ 357.3
Net investment income and realized gains or losses 62.9 63.0 96.8 61.4
Total revenues 323.9 402.9 471.4 418.7
Benefits, claims, and expenses 277.4 343.5 383.8 361.5
Net income $ 34.3 $42.0 $ 60.1 $ 38.2
Net income per share: Primary $ .62 $ .76 $ 1.05 $ .66
Fully Diluted $ .59 $ .73 $ 1.01 $ .62
Average common and equivalent shares outstanding:
Primary 52,950,916 53,107,353 55,877,129 55,991,487
Fully Diluted 56,826,773 56,996,375 58,792,364 61,289,116
Note 7-Information About Segments of Business - The contributions of Old
Republic's insurance industry segments to consolidated revenues and operating
results, and certain balance sheet data pertaining thereto are shown in the
following tables on the basis of generally accepted accounting principles
("GAAP"). Each of the Corporation's segments underwrites and services only those
insurance coverages which may be written by it pursuant to state insurance
regulations and corporate charter provisions, although disability/accident &
health coverages may be written directly or indirectly through reinsurance in
either the General or Life Insurance segments.
In computing the profit or loss before taxes for each segment, the
following items have not been added or deducted: general corporate revenues and
expenses, parent company interest expense, income taxes, and equity in operating
results of, or dividends from, unconsolidated subsidiaries and affiliates. To
reconcile the total assets shown for the General, Title, Mortgage Guaranty and
Life Groups with total consolidated assets at December 31, 1993 and 1992,
adjustments must be made for the parent company assets of $1,650.1 and $1,474.4,
and consolidating eliminations of $2,022.9 and $1,578.8, respectively.
Revenues and assets connected with foreign operations are not significant
in relation to consolidated totals.
Net Revenues
Years Ended December 31,
General Insurance Group: 1993 1992 1991
Net premiums earned:
Liability coverages $ 517.5 $ 477.2 $ 455.8
Property and other coverages 349.0 329.1 291.0
Net investment (a) and other income 192.0 195.4 186.4
Total 1,058.5 1,001.8 933.3
Title Insurance Group:
Net premiums earned 249.6 206.1 156.2
Title, escrow and other fees 199.7 188.4 141.3
Sub-total 449.4 394.5 297.6
Net investment (a) and other income 18.5 18.3 15.8
Total 467.9 412.8 313.5
Mortgage Guaranty Group:
Net premiums earned 96.8 61.6 40.8
Net investment (a) and other income 21.8 17.1 14.9
Total 118.6 78.8 55.8
Life Insurance Group:
Annuities:
Net premiums earned .1 .2 -
Net investment income 6.5 7.7 8.7
Sub-total 6.6 7.9 8.7
Credit and other life and disability:
Net premiums earned 32.9 29.0 27.9
Net investment (a) and other income 9.9 23.0 12.2
Sub-total 42.9 52.1 40.2
Total 49.5 60.0 49.0
Other Operations - Net (b): 1.3 .6 1.6
Consolidated sub-total 1,696.0 1,554.2 1,353.4
Net Realized Gains 40.2 62.8 21.1
Consolidated $1,736.3 $1,617.0 $1,374.5
/TABLE
Income (Loss) Before Taxes (c)
Years Ended December 31,
1993 1992 1991
General Insurance Group:
Underwriting/service income (loss):
Liability coverages $ (67.4) $ (71.4) $ (80.4)
Property and other coverages 21.9 16.8 27.5
Net investment income (a) 170.1 173.3 171.1
Total 124.5 118.7 118.1
Title Insurance Group:
Underwriting/service income 16.2 11.4 2.4
Net investment income (a) 15.8 15.5 13.3
Total 32.1 26.9 15.7
Mortgage Guaranty Group:
Underwriting/service income 43.8 30.0 16.0
Net investment income (a) 17.5 13.7 12.2
Total 61.3 43.8 28.2
Life Insurance Group:
Annuities (0.2) .6 1.5
Other coverages and net investment income (a) 6.7 18.2 9.1
Total 6.5 18.9 10.7
Other Sources - Net (b): (21.4) (20.5) (18.7)
Consolidated sub-total 203.0 187.9 154.1
Net Realized Gains 40.2 62.8 21.1
Consolidated $ 243.3 $ 250.7 $ 175.2
In the above tables, net premiums earned on a GAAP basis differ from statutory amounts as a result of differences in the
calculations of unearned premium reserves under each accounting method.
(a) Including unallocated investment income derived from invested capital and surplus funds./(b) Represents results of holding
company parent, consolidation eliminating adjustments, and general corporate expenses, as applicable./(c) before cumulative effect
of accounting changes as indicated in notes 1(h) and (l).
Assets At Year End (a)
December 31,
1993 1992
General Insurance Group $5,075.1 $3,292.1
Title Insurance Group 402.7 373.3
Mortgage Guaranty Group 408.3 288.0
Life Insurance Group 336.8 292.6
Consolidated $6,098.3 $4,141.6
(a) As indicated in note 1(g), the adoption by the Company of certain reporting changes mandated by accounting regulatory
authorities served to increase assets and liabilities by equal amounts of approximately $1.5 billion at December 31, 1993.
As permitted, prior years' reports have not been changed retroactively for these changes which became effective in 1993.
Note 8-Related Party Transactions - At December 31, 1993 and 1992, the
Corporation owned 98.79% of the non-voting common shares, and 40% of the voting
common and preferred shares of the American Business & Mercantile Insurance
Group, Inc., ("AB&M Group" or "Group"), an affiliated insurance holding company
engaged in the property and liability reinsurance business. As of the same
dates, the American Business & Mercantile Insurance Mutual, Inc. ("Mutual"), a
property & liability mutual insurer owned by its policyholders, held directly or
through a subsidiary 0.10% of the non-voting common shares and 60% of the
Group's voting common and preferred shares. At both dates, 1.11% of the Group's
non-voting common shares were held by public shareholders.
Pursuant to underwriting and investment management agreements, Old Republic
receives management fees for administering the affairs of the Group's
reinsurance subsidiary and those of the Mutual. Pursuant to reinsurance
treaties, the Group is a quota share participant in various types of primary and
assumed reinsurance contracts produced through Old Republic underwriting
facilities. Fees received in the past three years by Old Republic were im-
material. The following table shows reinsurance cessions and retrocessions to
the Group's reinsurance subsidiary and assumptions by Old Republic of business
ceded by the Mutual for the last three years.
Ceded to Group Assumed from Mutual Ceded to Mutual
1993 1992 1991 1993 1992 1991 1993 1992 1991
Premiums written $ 11.2 $ 10.7 $ 7.2 $ - $ (.2) $ .5 $ 3.6 $ 3.6 $ 1.6
Commissions and fees .6 .6 .6 - (.1) .1 - - .1
Losses and loss expenses 9.9 12.0 9.9 (.3) (.6) 2.2 3.5 1.2 2.0
Loss and loss expense reserves 46.4 46.4 43.8 22.5 25.6 26.7 5.6 5.6 7.4
Unearned premiums $ .7 $ .4 $ .5 $ - $ - $ .1 $ .2 $ .2 $ .2
Certain subsidiaries of the Company have sold various accounts receivable
to a finance company subsidiary of the Mutual. Total receivables sold as of
December 31, 1993 and 1992 amounted to approximately $8.5 and $12.6,
respectively.
At December 31, 1993 and 1992, the Group held approximately 8.0% and 8.2%,
respectively, of Old Republic's issued and outstanding common shares. For
financial accounting purposes only, 4,439,267 of such shares have been treated
as treasury shares at each respective date in consolidating the Group's accounts
with those of the Corporation.
In the normal course of business, the Company cedes, on the same terms as
apply to unrelated reinsurers, certain parts of its outgoing reinsurance to a
foreign reinsurer in which it has an equity interest. Total premiums ceded to
this reinsurer amounted to approximately $5.6 in 1993, $5.8 in 1992, and $3.3 in
1991. As of December 31, 1993 and 1992, total premium and loss reserve credits
taken on account of cumulative cessions aggregated $63.7 and $50.6,
respectively, all of which credits were collateralized by cash, investments and
funds held amounting to $70.7 and $56.7, respectively.
At December 31, 1993, the Corporation owned 80.0% of the voting common
stock of Employers General Insurance Group, Inc. ("EGI") an affiliated insurance
holding company engaged in the property and liability insurance and reinsurance
business, primarily in Texas. At such date, 20.0% of EGI's voting common stock
was held by public shareholders.
Pursuant to a branch management agreement, EGI supervises the solicitation
and underwriting of all lines of insurance that two insurance subsidiaries of
Old Republic are authorized to write. EGI's Texas domiciled insurance
subsidiary has entered into a quota share reinsurance treaty with an insurance
subsidiary of Old Republic. Under the reinsurance treaty, EGI's insurance
subsidiary will reinsure the net retained amount of business produced by EGI and
its subsidiaries.
EGI commenced operations in May, 1992, its insurance subsidiary received
its license in December, 1993. The following table is a summary of intercompany
transactions:
Ceded to EGI
1993 1992
Premiums written $ 47.6 $ -
Losses and loss expenses 30.4 -
Loss and loss expense reserves 22.9 -
Unearned premiums $ 13.1 $ -
EGI has also entered into an investment counsel agreement with Old
Republic. Old Republic provides investment advise, accounting services and
assists EGI in executing purchases and sales of investments. Fees received by
Old Republic were immaterial.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Old Republic International Corporation
Chicago, Illinois
We have audited the accompanying consolidated balance sheets of Old
Republic International Corporation and subsidiaries (the "Company") as of
December 31, 1993 and 1992, and the related consolidated statements of income,
preferred stock and common shareholders' equity and cash flows for each of the
three years in the period ended December 31, 1993. These financial statements
are the responsibility of the Company'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 consolidated financial position of Old Republic
International Corporation and subsidiaries as of December 31, 1993 and 1992, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1993 in conformity with
generally accepted accounting principles.
As discussed in footnote 1(g), 1(h) and 1(l) to the consolidated financial
statements, the Company changed its method of accounting for ceded reinsurance,
income taxes and post retirement benefits other than pensions in 1993.
Coopers & Lybrand
Chicago, Illinois
March 15, 1994
Item 9-Disagreements on Accounting and Financial Disclosure
None.
PART III
Item 10-Directors and Executive Officers of the Registrant
Omitted pursuant to General Instruction G(3). The Company will file with
the Commission prior to April 1, 1994 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 13, 1994. See also Item 4(a) in Part I of this report. A list of
Directors appears on the "Signature" page of this report.
Item 11-Executive Compensation
Omitted pursuant to General Instruction G(3). The Company will file with
the Commission prior to April 1, 1994 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 13, 1994.
Item 12-Security Ownership of Certain Beneficial Owners and Management
Omitted pursuant to General Instruction G(3). The Company will file with
the Commission prior to April 1, 1994 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 13, 1994.
Item 13-Certain Relationships and Related Transactions
Omitted pursuant to General Instruction G(3). The Company will file with
the Commission prior to April 1, 1994 a definitive proxy statement pursuant to
Regulation 14A in connection with its Annual Meeting of shareholders to be held
on May 13, 1994.
PART IV
Item 14-Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents filed as a part of this report:
1. Financial statements: See Item 8, Index to Financial Statements.
2. Financial statement schedules will be filed on or before April 30, 1994
under cover of Form 8.
3. See exhibit index of this report.
(b) Reports on Form 8-K:
1. No reports on Form 8-K were filed during the fourth quarter of 1993.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized (Name, Title or Principal
Capacity, and Date).
(Registrant): Old Republic International Corporation
/s/ A.C. Zucaro 3/30/94
A. C. Zucaro, Chairman of the Board, Date
Chief Executive Officer, President and Director
/s/ Paul D. Adams 3/30/94
Paul D. Adams, Senior Vice President, Date
Chief Financial Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated (Name, Title or
Principal Capacity, and Date).
Anthony F. Colao, Director*John W. Popp, Director*
Senior Vice President
John C. Collopy, Director*William A. Simpson, Director*
President of Republic Mortgage
Insurance Company
Jimmy A. Dew, Director*Arnold L. Steiner, Director*
Executive Vice President of Republic
Mortgage Insurance Company
Darrel M. Holt, Director*
William R. Stover, Director*
Kurt W. Kreyling, Director*
David Sursa, Director*
Peter Lardner, Director*
William G. White, Jr., Director*
President of Bituminous Casualty Corporation
Wilbur S. Legg, Director*
* By/S/A. C. Zucaro
Attorney-in-fact
Date: March 16, 1994
EXHIBIT INDEX
An index of exhibits required by item 601 of Regulation S-K follows:
(3) Articles of incorporation and by-laws.
(A) Restated Certificate of Incorporation, as amended.
(B) By-laws, as amended.
(4) Instruments defining the rights of security holders, including indentures.
(A) * Certificates of Designations, as amended, with respect to Series A
Preferred Stock, Series B Cumulative Convertible Preferred Stock, Series C
Cumulative Convertible Preferred Stock, Series D Cumulative Convertible
Preferred Stock, Series E Cumulative Convertible Preferred Stock, Series F
Convertible Exchangeable Preferred Stock, Series G Convertible Preferred Stock
and Series H Cumulative Preferred Stock. (Exhibit 4(A) to Registrant's Annual
Report on Form 10-K for 1991).
(B) * Form of Indenture dated June 1, 1985 between Old Republic
International Corporation and Morgan Guaranty Trust Company of New York, as
Trustee, regarding the 11 1/2% Sinking Fund Debentures due 2015 (Exhibit 4.3 to
Form S-3 Registration Statement No. 2-98167).
(C) * Form of Indenture dated as of January 15, 1988 between Old Republic
International Corporation and Morgan Guaranty Trust Company of New York, as
Trustee, regarding the 10% Sinking Fund Debentures due 2018 (Exhibit 4(D) to
Registrant's Annual Report on Form 10-K for 1987).
(D) * Agreement to furnish certain long term debt instruments to the
Securities & Exchange Commission upon request (Exhibit 4(D) to Form 8 dated
August 28, 1987).
(E) * Rights Agreement dated as of June 26, 1987 between Old Republic
International Corporation and Morgan Shareholder Services Trust Company (Exhibit
4 to Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 1987).
(F) * Form of Indenture dated as of August 15, 1992 between Old Republic
International Corporation and Wilmington Trust Company, as Trustee, regarding
the 5 3/4% Convertible Subordinated Debentures due August 15, 2002. (Exhibit
4(G) to Registrant's Annual Report on Form 10-K for 1993).
(10) Material contracts.
(A) * Copy of Old Republic International Corporation Employees Savings and
Stock Ownership Plan (Exhibit 10(A) to Registrant's Annual Report on Form 10-K
for 1991).
(B) Form 11 -K for Registrant's Employee Savings and Stock Ownership Plan
for the year ended December 31, 1993 (To be filed by amendments).
** (C) * Copy of Old Republic International Corporation Key Employees
Performance Recognition Plan, as restated and amended (Exhibit 10(C) to
Registrant's Annual Report on Form 10-K for 1991).
** (D) * Copy of Old Republic International Corporation Non-qualified Stock
Option Plan (Exhibit to Form S-8 Registration Statement No. 2-66302).
** (E) * Amendments to Old Republic International Corporation Non-qualified
Stock Option Plan (Exhibit 10(E) to Registrant's Annual Report on Form 10-K for
1991).
** (F) * 1985 Old Republic International Corporation Non-qualified Stock
Option Plan A (Exhibit 10.1 to Form S-3 Registration Statement No. 2-98166).
** (G) * Amendments to 1985 Old Republic International Corporation
Non-qualified Stock Option Plan A (Exhibit 10(G) to Registrant's Annual Report
on Form 10-K for 1991).
** (H) * 1985 Old Republic International Corporation Non-qualified Stock
Option Plan B (Exhibit 10.2 to Form S-3 Registration Statement No. 2-98166).
** (I) * 1990 Old Republic International Corporation Non-qualified Stock
Option Plan (Exhibit 10 to Form S-8 Registration Statement No. 33-37692).
** (J) * 1992 Old Republic International Corporation Non-qualified Stock
Option Plan (Exhibit 10 to Form S-8 Registration Statement No. 33-49646).
(K) * Old Republic International Corporation Employees Retirement Plan
(Exhibit 10(J) to Registrant's Annual Report on Form 10-K for 1991).
** (L) * Old Republic International Corporation Executives Excess Benefits
Pension Plan (Exhibit 10.16 to Registration Statement No. 2-95243).
** (M) * Form of Indemnity Agreement between Old Republic International
Corporation and each of its directors and certain officers (Exhibit 10 to Form
S-3 Registration Statement No. 33-16836).
** (N) * Copy of directors and officers liability and company reimbursement
policy dated October 6, 1970 (Exhibit 12(A) to Form S-1 Registration Statement
No. 2-41089).
(O) * Copy of Bitco Savings Plan (Exhibit 4.3 to Form S-8 Registration
Statement No. 33-32439).
(P) Form 11-K for Bitco Savings Plan for the year ended December 31, 1993
(To be filed by amendments).
(Q) * Copy of RMIC Corporation Profit-Sharing Plan (Exhibit 10(M) to
Registrant's Annual Report on Form 10-K for 1980).
** (R) * Copy of a written description of the RMIC Key Employees Performance
Recognition Plan (Exhibit 10(Q) to Registrant's Annual Report on Form 10-K for
1991).
(S) Form 11-K for the Great West Casualty Company Profit Sharing Plan for
the year ended December 31, 1993 (To be filed by amendments).
** (T) * Copy of deferred compensation agreement dated November 4, 1976, as
amended, between RMIC Corporation and William A. Simpson (Exhibit 10(J) to
Registrant's Annual Report on Form 10-K for 1980).
** (U) * Copy of deferred compensation agreement dated November 4, 1976, as
amended, between RMIC Corporation and Jimmy A. Dew (Exhibit 10(K) to
Registrant's Annual Report on Form 10-K for 1980).
** (V) * Copy of Incentive Compensation Plan of The Founders Title Group, Inc.
(Exhibit 10(N) to Registrant's Annual Report on Form 10-K for 1980).
** (W) Copy of part time employment agreement between Old Republic Title
Company and John C. Collopy.
(X) * Placement Agency Agreement dated November 16, 1987 among Old Republic
International Corporation, Old Republic Capital Corporation and Merrill Lynch
Money Markets Inc. (Exhibit 10.1 to Form S-3 Registration Statement No.
33-16836).
(Y) * Issuing and Paying Agency Agreement dated November 16, 1987 among Old
Republic International Corporation, Old Republic Capital Corporation and Morgan
Guaranty Trust Company of New York (Exhibit 10.2 to Form S-3 Registration
Statement No. 33-16836).
(11) Schedule showing computations of average number of common shares
outstanding, as used in the calculations of per share earnings for each of
the three years ended December 31, 1993, 1992 and 1991.
(21) Subsidiaries of the registrant.
(23) Consent of Coopers & Lybrand.
(24) Powers of attorney
(28) Consolidated Schedule P (To be filed by amendment.)
* Exhibit incorporated herein by reference.
** Denotes a management or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 601 of Regulation S-K.
Exhibit (11)
OLD REPUBLIC INTERNATIONAL CORPORATION
EARNINGS PER SHARE EXHIBIT
(In Millions)
Primary EPS
Years Ended December 31,
1993 1992 1991
Weighted average number of common shares actually outstanding 51.6 48.8 46.5
Weighted average number of incremental shares for common
stock equivalents:
Redeemable and/or convertible preferred stock 5.0 5.1 5.3
Stock Options .4 .5 .5
Weighted average number of common shares and common
stock equivalents outstanding - primary 57.0 54.5 52.4
Net income for the period $175.1 $174.7 $ 131.0
Less dividends applicable to appropriate series of redeemable
and convertible preferred stock 5.2 6.0 1.3
Adjusted net income - primary $169.8 $168.6 $129.7
Earnings per share - primary $ 2.98 $ 3.09 $ 2.48
Fully Diluted EPS
Years Ended December 31,
1993 1992 1991
Weighted average number of common shares and
common stock equivalents outstanding - primary 57.0 54.5 52.4
Weighted average number of incremental shares for
common stock equivalents:
Redeemable and/or convertible preferred stock/debentures 4.4 3.7 3.8
Stock options - - .2
Weighted average number of common shares and
common stock equivalents outstanding - fully diluted 61.5 58.3 56.4
Adjusted net income - primary $169.8 $168.6 $129.7
Adjustment for dividends/interest applicable to appropriate
series of redeemable and convertible preferred
stock/debentures 4.2 3.3 3.2
Adjusted net income - fully diluted $174.0 $172.0 $132.9
Earnings per share - fully diluted $ 2.83 $ 2.95 $ 2.36
/TABLE
RESTATED
CERTIFICATE OF INCORPORATION
OF
OLD REPUBLIC INTERNATIONAL CORPORATION
The Board of Directors, in a procedure authorized by Section 245 of the
General Corporation Law of Delaware, approved and adopted at a meeting held on
November 20, 1980 the following Restated Certificate of Incorporation. This
document only restates and integrates and does not further amend the provisions
of the corporation's Certificate of Incorporation duly filed with the Secretary
of State of Delaware on March 9, 1969 as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
restated certificate.
FIRST: The name of the corporation is Old Republic International Corporation.
SECOND: The address of its registered office in the State of
Delaware is 32 Lockerman Square, Suite L-100, in the City of
Dover 19901, County of Kent. The name of its registered
agent at such address is Prentice-Hall Corporation System,
Inc.
THIRD: The nature of the business or purposes to be conducted or promoted
are:
To acquire, own and dispose of the whole or any
part of the capital stock, securities, assets, or
obligations of other corporations; and
To engage in any lawful act or activity for which
corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is One
Hundred Seventy Million (170,000,000) shares, divided into
three classes as follows:
Fifty Million (50,000,000) shares of Preferred
Stock without par value (Preferred Stock).
One Hundred Million (100,000,000) shares of Common
Stock of the par value of $1.00 per share (Common
Stock).
Twenty Million (20,000,000) shares of Class B
Common Stock of the par value of $1.00 per share
(Class B Common Stock).
The designations, powers, preferences and rights, and the qualifications,
limitations or restrictions of the above classes of stock are as follows:
DIVISION I
Preferred Stock
1. The Board of Directors is expressly authorized at any time, and from
time to time, to issue shares of Preferred Stock in one or more series, and for
such consideration as the Board may determine, with such voting powers, full or
limited but not to exceed one vote per share, or without voting powers, and with
such designations, preferences and relative, participating optional or other
special rights, and qualifications, limitation or restrictions thereof, as shall
be stated in the resolution or resolutions providing for the issue thereof, and
as are not stated in this Certificate of Incorporation, or any amendment
thereto. All shares of any one series shall be of equal rank and identical in
all respects.
2. No dividend shall be paid or declared on any particular series of
Preferred Stock unless dividends shall be paid or declared pro rata on all
shares of Preferred Stock at the time outstanding of each other series which
ranks equally as to dividends with such particular series.
3. Unless and except to the extent otherwise required by law or provided
in the resolution or resolutions of the Board of Directors creating any series
of Preferred Stock pursuant to this Division I, the holders of the Preferred
Stock shall have no voting power with respect to any matter whatsoever. In no
event shall the Preferred Stock be entitled to more than one vote in respect of
each share of stock. Subject to the protective conditions or restrictions of
any outstanding series of Preferred Stock, any amendment to this Certificate of
Incorporation which shall increase or decrease the authorized capital stock of
any class or classes may be adopted by the affirmative vote of the holders of a
majority of the outstanding shares of the voting stock of the Corporation.
4. Shares of Preferred Stock redeemed, converted, exchanged, purchased,
retired or surrendered to the Corporation, or which have been issued and
reacquired in any manner, shall, upon compliance with any applicable provisions
of The General Corporation Law of the State of Delaware, have the status of
authorized and unissued shares of Preferred Stock and may be reissued by the
Board of Directors as part of the series of which they were originally a part or
may be reclassified into and reissued as part of a new series or as a part of
any other series, all subject to the protective conditions or restrictions of
any outstanding series of Preferred Stock.
DIVISION II
Common Stock and Class B Common Stock
1. Dividends. Subject to the preferential dividend rights, if any,
applicable to shares of the Preferred Stock and subject to applicable
requirements, if any, with respect to the setting aside of sums for purchase,
retirement or sinking funds for the Preferred Stock, the holders of the Common
Stock and the Class B Common Stock shall be entitled to receive to the extent
permitted by law, such dividends as may be declared from time to time by the
Board of Directors; provided that whenever a cash dividend is paid to the
holders of Class B Common Stock, the Corporation shall also pay to the holders
of the Common Stock a cash dividend per share at least equal to the cash
dividend per share at least equal to the cash dividend per share paid to the
holders of the Class B Common Stock and further provided that the Corporation
may pay cash dividends to the holders of the Common Stock in excess of cash
dividends paid, or without paying cash dividends, to holders of the Class B
Common Stock.
2. Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding up of the
Corporation, after distribution in full of the preferential amounts, if any, to
be distributed to the holders of shares of the Preferred Stock, holders of the
Common Stock and the Class B Common Stock shall be entitled to receive all the
remaining assets of the Corporation of whatever kind available for distribution
to stockholders ratably in proportion to the number of shares of Common Stock
and the Class B Common Stock held by them, respectively.
3. Voting Rights. Except as may be otherwise required by law or this
Certificate of Incorporation, each holder of the Common Stock shall have one
vote in respect of each share of Common Stock held by him of record on the books
of the Corporation on all matters voted upon by the stockholders and each holder
of the Class B Common Stock shall have one-tenth (1/10) of one vote in respect
of each share of Class B Common Stock held by him of record on the books of the
Corporation on all matters voted upon by the stockholders; provided that the
holders of the Common Stock and the Class B Common Stock shall vote together as
a single class.
4. Definition. Notwithstanding the provisions of section 11.(a) of
Designations, Preferences and Rights of Series B Cumulative Convertible
Preferred Stock, section 10.(a) of Designations, Preferences and Rights of
Series C Cumulative Convertible Preferred Stock, section 12.(a) of Designations,
Preferences and Rights of Series D Cumulative Convertible Preferred Stock, and
section 10.(a) of Designations, Preferences and Rights of Series E Cumulative
Convertible Preferred Stock, for the purposes of the Corporation's Restated
Certificate of Incorporation, as amended, the term "Common Stock" shall mean
Common Stock as defined in the first paragraph of this Article FOURTH and shall
not include the Class B Common Stock of the Corporation, provided, however, that
for the purposes of the section titled "Voting", the first five paragraphs of
the section titled "Dividends" and the last paragraph of the Resolutions
Regarding Issuance of A Series of Preferred Stock; sections 9. and 10. of
Designations, Preferences and Rights of Series B Cumulative Convertible
Preferred Stock; sections 8. and 9. of Designations, Preferences and Rights of
Series C Cumulative Convertible Preferred Stock; sections 10. and 11. of
Designations, Preferences and Rights of Series D Cumulative Convertible
Preferred Stock; section 9. of Designations, Preferences and Rights of Series E
Cumulative Convertible Preferred Stock; and Section 10. of Designations,
Preferences and Rights of $4.00 Series F Convertible Exchangeable Preferred
Stock, the term "Common Stock" shall mean both the Common Stock as defined in
the first paragraph of this Article FOURTH and the Class B Common Stock of the
Corporation."
DIVISION III
Elimination of Preemptive Rights
No holder of stock of any class of the Corporation shall be entitled as a
matter of right to purchase or subscribe for any part of any unissued stock of
any class, or of any additional stock of any class of capital stock of the
Corporation, or of any bonds, certificates of indebtedness, debentures, or other
securities convertible into stock of the Corporation, now or hereafter
authorized, but any such stock of other securities convertible into stock may be
issued and disposed of pursuant to resolution by the Board of Directors to such
persons, firms, corporations or associations and upon such terms and for such
consideration (not less than the par value or stated value thereof) as the Board
of Directors in the exercise of its discretion may determine and as may be
permitted by law without action by the stockholders.
DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES B CUMULATIVE CONVERTIBLE PREFERRED STOCK
1. Designation.
4,750,000 shares of Preferred Stock of the Corporation are hereby
constituted as a series of Preferred Stock designated as "Series B Cumulative
Convertible Preferred Stock" (hereinafter called "Series B Preferred Stock").
2. Voting Rights.
Each holder of Series B Preferred Stock shall have one vote in respect of
each share of stock held by him of record on the books of the Corporation on all
matters voted upon by the stockholders, in addition to any other voting rights
provided by law.
3. Dividends.
(a) Each share of Series B Preferred Stock shall be entitled to dividends,
when and as declared by the Board of Directors, at a rate of $.90 per share per
annum, before any dividends or distribution in cash or other property (other
than dividends payable in stock ranking junior to the Series B Preferred Stock)
on any class or classes of stock of the Corporation ranking junior to the Series
B Preferred Stock as to dividends or on liquidation shall be declared or paid or
set apart for payment.
(b) Dividends on the Series B Preferred Stock shall be paid quarterly on
the last business day of January, April, July and October of each year (or on
such other date or dates as may be determined by the Board of Directors) to
holders of record on the respective dates not exceeding sixty days preceding
such dividend payment dates as may be determined by the Board of Directors in
advance of the payment of each particular dividend.
(c) Dividends on the Series B Preferred Stock shall be cumulative from and
after the date of original issuance thereof, whether or not declared by the
Board of Directors. Accruals of dividends shall not bear interest.
(d) At the option of the Board of Directors, dividends on the Series B
Preferred Stock may be paid in the form of Common Stock or Series B Preferred
Stock of the Corporation, in lieu of cash. In such event, the Common Stock
shall be valued at its average "Market Price" (as hereinafter defined) for the
30 consecutive "Trading Days" (as hereinafter defined) commencing on the forty-
fifth Trading Day next preceding the record date established for the payment of
such dividend; and the value of the Series B Preferred Stock shall be
established as of the record date by an independent appraisal to be obtained by
the Board of Directors.
(e) At the option of the Board of Directors, any accumulated dividends in
arrears with respect to the Series B Preferred Stock may be satisfied by the
distribution of Common Stock of Series B Preferred stock equal in value to the
amount of such arrearages. In such event, the Common Stock shall be valued at
its average Market Price for the 30 consecutive Tradings Days commencing on the
forty-fifth Trading Day prior to the date established by the Board of Directors
for the payment of such arrearages; and the value of the Series B Preferred
Stock shall be established as of a date within 30 days of such payment date by
an independent appraisal to be obtained by the Board of Directors.
4. Liquidation Rights; Certain Rights Upon Consolidation or Merger.
(a) Upon the dissolution, liquidation or winding up of the Corporation,
whether voluntary or involuntary, the holders of the shares of the Series B
Preferred Stock shall be entitled to receive out of the assets of the
Corporation before any payment of distribution shall be made on the Common Stock
or on any other class of stock ranking junior to the Preferred Stock upon
liquidation, cash in the amount of $15.00 per share, plus a sum equal to all
dividends on such shares accrued and unpaid thereon to the date of final
distribution, but they shall be entitled to no further payment. If, upon any
liquidation, dissolution or winding up of the Corporation, the assets of the
Corporation, or proceeds thereof, distribute among the holders of the Series B
Preferred Stock or any other class of Preferred Stock ranking on a parity with
the Series B Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid, then such assets, or the proceeds thereof, shall
be distributed among such holders ratably in accordance with the respective
amounts which would be payable on such shares if all amounts payable thereon
were paid in full. For the purposes of this paragraph 4(a), the merger or
consolidation of the Corporation with one or more corporations in which the
Corporation is the corporation surviving such consolidation or merger shall not
be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.
(b) Prior to the merger of the Corporation into or the consolidation of
the Corporation with another corporation which the Corporation is not the
survivor, each share of the Series B Preferred Stock shall be redeemed by the
Corporation for cash in the amount of $15.00 per share, plus a sum equal to all
dividends on such shares accrued and unpaid thereon to the date of such merger
or consolidation, plus 10% of such total amount.
5. Redemption after April 1, 1994 at the Option of the Holder; Corporation's
Option to Issue Common Stock in Such Event.
(a) At any time after April 1, 1994, a holder of Series B Preferred Stock
may request the Corporation, by giving to the Corporation at least 60 days'
prior written notice, to redeem as of the July 31 or January 31 whichever next
follows the date of such notice part or all of the Series B Preferred Stock held
by him, for cash equal to the greater of (i) $15.00 per share, plus a sum equal
to all dividends on such shares accrued and unpaid thereon to the redemption
date, or (ii) the value of such shares, as of the applicable June 30 or December
31 date next preceding the date fixed for redemption, as established by an
independent appraisal obtained by the Board of Directors. The Board of
Directors shall obtain such appraisal following receipt of such notice and the
Corporation shall furnish a copy of such appraisal to each holder who has
requested redemption of shares.
(b) The Corporation, at the option of the Board of Directors, may limit
the number of shares redeemed pursuant to this paragraph 5 in any one year to
10% of the Series B Preferred Stock outstanding on January 1 of such year.
Shares will be redeemed in the order that the notices specified in paragraph
5(a) are received, and if shares exceeding such percentage are tendered, shares
redeemed will be selected by lot or in such other manner as the Board of
Directors may determine to be equitable.
(c) In the event a holder elects to cause shares of Series B Preferred
Stock to be redeemed for cash pursuant to this paragraph, the Corporation, at
the option of the Board of Directors, may satisfy its obligation to pay for such
shares by notifying the holder and thereafter issuing shares of Common Stock in
lieu of cash in the amount of the redemption price specified in paragraph 5(a).
In such event, the Common Stock shall be valued at its average Market Price for
the 30 consecutive Trading Days next preceding the applicable June 30 or
December 31 date specified in paragraph 5(a).
6. Holder's Annual Right of Redemption or Conversion to Common Stock in
Certain Events.
(a) Notwithstanding the holder's rights of redemption specified in
paragraph 5(a), a holder of shares of Series B Preferred Stock on behalf of the
participants or beneficiaries of a retirement plan (hereinafter "plan
participants") shall have the right annually to cause the Corporation to redeem
or convert into Common Stock certain of the shares of Series B Preferred Stock
in order to permit the payment of benefits to plan participants pursuant to the
provisions of such plan. Such redemptions or conversions shall be effected in
the following manner:
(i) Each year commencing with 1979, the Board of Directors shall obtain an
independent appraisal of the value of the Series B Preferred Stock as of
December 31 of such year. A copy of such appraisal shall be furnished by the
Corporation to each holder of Series B Preferred Stock.
(ii) For a period of 30 days following receipt of such appraisal, each
holder of Series B Preferred Stock on behalf of plan participants shall have the
right to cause the Corporation to (a) redeem for cash that number of shares of
Series B Preferred Stock determined by dividing the total dollar amount of
benefits payable in such year under the terms of the plan in either cash or
Corporation stock at the option of the plan participants by the appraised value
per share of the Series B Preferred Stock as of December 31 of the immediately
preceding year or (b) convert the number of shares of Series B Preferred Stock
so determined into shares of Common Stock at the rate of one (1) share of Common
Stock for five (5 shares of Series B Preferred Stock. (In the event the
outstanding Common Stock of the corporation is hereafter combined into a smaller
number of shares, then the rate of conversion shall be adjusted
proportionately.)
(iii) The holder of such shares to be redeemed or converted shall give
to the Corporation at least 30 days' prior written notice of its request for
conversion or redemption, specifying the number of shares to be converted or
redeemed, the requested date of redemption or conversion, and certifying that
the dollar amount represented by such shares (at the above specified appraisal
value) is (or will be within such notice period) distributable to plan
participants pursuant to the provisions of such plan.
(iv) The Corporation shall thereupon redeem such shares for cash or issue
Common Stock in exchange therefore in accordance with the provisions hereof.
(b) In the event a holder elects to cause shares of Series B Preferred
Stock to be redeemed for cash pursuant to this paragraph, the Corporation, at
the option of the Board of Directors, may satisfy its obligation to pay for the
shares so to be redeemed by converting such shares into shares of Common Stock
valued at the average Market Price of the Common Stock for the 30 consecutive
Trading Days next preceding the date of the notice specified in paragraph
6(a)(111).
7. Certain Provisions Applicable to Redemptions of Shares
From and after the applicable date specified for redemption of shares of
Series B Preferred Stock in accordance with these provisions, unless the
Corporation shall default in paying or providing the funds necessary for the
payment of the redemptions price of the shares so specified for redemption, the
right to receive dividends on all shares of Series B Preferred Stock so
specified for redemption shall cease to accrue, and all rights of the holders of
the shares of Series B Preferred Stock specified for redemption shall forthwith,
after the redemption date, cease and terminate, excepting only the right of such
holders to receive the specified redemption price for such shares but without
interest, and such shares shall no longer be deemed outstanding.
8. Certain Provisions Applicable to Conversions of Shares
(a) Shares of the Series B Preferred Stock to be converted in accordance
with these provisions shall be convertible at such office or offices as the
Board of Directors of the Corporation may designate. (For the purpose of this
paragraph, the issuance of Common Stock in lieu of cash upon a redemption of
Series B Preferred Stock shall be deemed to be a conversion unless the context
otherwise requires.)
(b) In order to effect the conversion of shares of the Series B Preferred
Stock into Common Stock in accordance with these provisions, the holder thereof
shall surrender at any office hereinabove mentioned the certificate of
certificates therefore, duly endorsed to the Corporation or in blank, and give
written notice to the Corporation at said office in accordance with the
applicable provisions hereof, as to the conversion to be effected and the name
or names in which the certificate or certificates for shares of Common Stock are
to be issued. No payment or adjustment shall be made upon any conversion on
account of any dividends accrued on the shares of the Series B Preferred Stock
surrendered for conversion or on account of any dividends on the Common Stock
issued upon such conversion. Shares of the Series B Preferred Stock shall be
deemed to have been converted immediately prior to the close of business on the
day specified for conversion and the surrender of such shares for conversion in
accordance with the foregoing provisions, and the person or persons entitled to
receive the Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable after the receipt of such notice and the surrender of
such shares as aforesaid, the Corporation shall issue and deliver at said office
a certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with a cash payment in lieu of any
fraction of any share, as hereinafter provided, to the person or persons
entitled to receive the same. In case shares of the Series B Preferred Stock
are called for redemption, the right to convert such shares shall cease and
terminate at the close of business on the applicable redemption date, unless
default shall be made in payment of the redemption price.
(c) No fractional shares of Common Stock shall be issued upon conversion
of shares of the Series B Preferred Stock but, in lieu of any fraction of a
share of Common Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series B Preferred Stock surrendered for
conversion at one time by the same holder, the Corporation shall pay in cash as
an adjustment of such fraction an amount equal to the same fraction of the
Market Price of the Common Stock, on the date on which such shares of the Series
B Preferred Stock were duly surrendered for conversion, or, if such date is not
a Trading Day, on the next preceding date which was a Trading Day.
(d) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares the full number of shares of Common Stock
into which all shares of the Series B Preferred Stock from time to time
outstanding are convertible.
(e) The Corporation will pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares on conversion of shares of
the Series B Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue and delivery of shares in a name other than that
in which the shares so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
9. Distribution or Reclassification of Series B Preferred Stock In the Event
of Distribution or Reclassification of Common Stock
In the event the Corporation shall at any time after the issuance of Series
B Preferred Stock pay a dividend or make a distribution in shares of Common
Stock or subdivide or reclassify its outstanding shares of Common Stock into a
greater number of shares of Common Stock, then a proportionate dividend,
distribution, subdivision or reclassification of the outstanding Series B
Preferred Stock shall also be effected, as of the effective date of the
applicable distribution or adjustment with respect to the Common Stock. In such
event, the redemption price of $15.00 per share specified in paragraphs 4(a),
4(b) and 5(a) and the annual dividend rate of $.90 per share specified in
paragraph 3(a) hereof shall be reduced proportionately as to all shares of
Series B Preferred Stock outstanding or thereafter issued.
10. Relative Rights of Preferred Stock.
(a) So long as any of the Series B Preferred Stock is outstanding the
Corporation will not:
(i) Declare, or pay, or set apart for payment, any dividends (other than
dividends payable in stock ranking junior to the Series B Preferred Stock) or
make any distribution on any other class or classes of stock of the Corporation
ranking junior to the Series B Preferred Stock either as to dividends or upon
liquidation and will not redeem, purchase or otherwise acquire, any shares of
any such junior class if at the time of making such declaration, payment,
distribution, redemption, purchase or acquisition the Corporation shall be in
default with respect to any dividend payable on, or any obligation to retire
shares of, Series B Preferred Stock, provided that, notwithstanding the
foregoing, the Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out of the net cash
proceeds from the sale or, other shares of stock of any junior class;
(ii) Without the affirmative vote or consent of the holders of at least 50%
of all the Series B Preferred Stock at the time outstanding, given in person or
by proxy, either in writing or by resolution adopted at an annual or special
meeting called for the purpose, amend, alter or repeal any of these resolutions
so as adversely to affect the new preferences, rights, or powers of the Series B
Preferred Stock; provided, that the creation of any class of stock ranking prior
to the Series B Preferred Stock either as to dividends or upon liquidation or
any increase in the authorized number of shares of any such class of stock shall
not be deemed to adversely affect the preferences, rights or powers of the
Preferred Stock within the meaning of this subparagraph (ii);
(iii) Without the affirmative vote or consent of the holders of at least
50% of all the Series B Preferred Stock at the time outstanding, given in person
or by proxy, either in writing or by resolution adopted at an annual or special
meeting called for the purpose, create any class or classes or stock ranking
prior to the Series B Preferred Stock either as to dividends or upon
liquidation, or increase the authorized number of shares of any such class of
stock.
(b) The Series A Preferred Stock of the Corporation heretofore authorized
by the Board of Directors of the Corporation shall rank on a parity with, and
the Common Stock of the Corporation shall rank junior to, the Series B Preferred
Stock as to dividends and upon liquidation.
11. Certain Definitions.
(a) For the purposes of these provisions the term "Common Stock" means the
Common Stock of the Corporation, $1 par value, as the same exits as of the
original date of issue of the Series B Preferred Stock or as such stock may be
reconstituted from time to time.
(b) As used in these provisions, the term "Market Price" on any day shall
mean the reported last sales price regular way on such day or, in case no such
sale takes place on such day, the average of the reported closing bid and asked
prices regular way, in each case on the New York Stock Exchange, or, if the
Common Stock is not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading, or, if not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked prices in the
over-the-counter market as reported by the National Quotation Bureau or similar
reporting service; and the term "Trading Day" shall mean a date on which the New
York Stock Exchange (or any successor to such Exchange) is open for the
transaction of business.
(c) As used in these provisions, the term "retirement plan" shall mean a
retirement plan adopted by the Corporation or any of its subsidiaries, including
without limitation the Old Republic International Corporation Employees Savings
and Stock Ownership Plan and similar plans.
DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES D CUMULATIVE CONVERTIBLE PREFERRED STOCK
1. Designation.
25,000,000 shares of Preferred Stock of the Corporation are hereby
constituted as a series of Preferred Stock designated as "Series D Cumulative
Convertible Preferred Stock" (hereinafter called "Series D Preferred Stock").
2. Voting Rights.
Each holder of Series D Preferred Stock shall have one vote in respect of
each share of stock held by him of record on the books of the Corporation on all
matters voted upon by the stockholders, in addition to any other voting rights
provided by law.
3. Dividends.
(a) Each share of Series D Preferred Stock shall be entitled to dividends,
when and as declared by the Board of Directors, at a rate of $.50 per hare per
annum, before any dividends or distribution in cash or other property (other
than dividends payable in stock ranking junior to the Series D Preferred Stock)
on any class or classes of stock of the Corporation ranking junior to the Series
D Preferred Stock as to dividends or on liquidation hall be declared or paid or
set apart for payment.
(b) Dividends on the Series D Preferred Stock shall be paid semi-annually
on January 15 and July 15 of each year (or on such other date or dates as may be
determined by the Board of Directors) to holders of record on the respective
dates not exceeding sixty days preceding such dividend payment dates as may be
determined by the Board of Directors in advance of the payment of each
particular dividend.
(c) Dividends on the Series D Preferred Stock shall be cumulative from and
after the date of original issuance thereof, whether or not declared by the
Board of Directors. Accruals of dividends shall not bear interest.
4. Conversion Rights at Any Time.
Shares of the Series D Preferred Stock shall be convertible at any time at
the option of the holder of such shares into shares of Common Stock at an
exchange ratio of five (5) shares of Series D Preferred Stock for one (1) share
of Common Stock.
5. Conversion Right in the Event of Certain Business Combinations or
Acquisitions of Securities.
(a) In the event of a "Business Combination" (as hereinafter defined), or
in the event an Acquiring Entity obtains 20% or more of any one class of the
Corporation's voting securities, and unless the conditions of subparagraph (c)
hereof are complied with, shares of Series D Preferred Stock shall become
immediately convertible at any time prior to or after the effectiveness of such
Business Combination or acquisition of the 20% or larger interest, at the sole
option of the holder of such shares, into shares of Common Stock at a maximum
exchange ratio of five (5) shares of Series D Preferred stock for one (1) share
of Common Stock, subject to a proportionate reduction (but not lower than a
minimum exchange ratio of 2.5 to 1) to the extent that the "Common Stock Value"
(as hereinafter determined) as of the date on which the shares of Series D
Preferred Stock are surrendered for conversion exceeds $25.00 per share of
Common Stock. (For example, if the Common Stock Value as of such date is $50.00
or higher, the exchange ratio will be 2.5 to 1; or, alternatively, if the Common
Stock Value as of such date is $35.00, the exchange ratio will be 4.0 to 1).
For this purpose, "Common Stock Value" shall equal the greater of: (A) the
highest per share price (including brokerage commissions and/or soliciting
dealers' fees) paid by the "Acquiring Entity" (as hereinafter defined) in
acquiring any of its holdings of the Corporation's Common Stock; or (B) an
amount bearing a percentage relationship to the market price of the
Corporation's Common Stock immediately prior to the public announcement of such
Business Combination, equal to the highest percentage relationship that any per
share price (including brokerage commissions and/or soliciting dealer's fees)
theretofore paid by the Acquiring Entity for any of its holdings of the
Corporation's Common Stock bore to the market price of such Common Stock
immediately prior to the transaction resulting in the acquisition of such Common
Stock; or (C) the book value of the Corporation's Common Stock as of the end of
the most recent calendar quarter determined in accordance with generally
accepted accounting principles.
(b) For purposes of this paragraph, a Business Combination shall include
(i) a merger or consolidation of the Corporation with or into any Other
Corporation (as hereinafter defined), or (ii) any sale, lease, exchange,
mortgage, pledge or other disposition of all, or substantially all, or any
Substantial Part (as hereinafter defined) of the assets of the Corporation or
any Subsidiary (as hereinafter defined) to any Other Corporation, or (iii) the
issuance or transfer by the Corporation of any Substantial Amount (as
hereinafter defined) of securities of the Corporation in exchange for the
securities or assets of any Other Corporation if, in any such case, as of the
record date for the determination of stockholders entitled to notice thereof and
to vote thereon or consent thereto such Other Corporation is an Acquiring
Entity.
(c) The provisions of subparagraph (a) of this paragraph shall not be
applicable to any transaction described therein if such transaction is approved
by majority resolution of the full Board of Directors of the Corporation,
provided that two-thirds of the members of the Board of Directors voting for the
approval of such transaction were duly elected and acting members of the Board
of Directors prior to the time such Other Corporation shall have become an
Acquiring Entity.
(d) The Board of Directors shall have the power and duty to determine for
the purposes of this paragraph, on the basis of information known to such Board,
if and when any
Other Corporation is or has become an Acquiring Entity, and any such
determination shall be conclusive and binding for all purposes of this
paragraph.
(e) As used in this paragraph, the following terms have the meanings as
set forth below:
"Acquiring Entity" means any Other Corporation which is the Beneficial
Owner of more than 10% of the outstanding shares of stock of the
Corporation entitled to vote in elections of directors, considered for the
purposes of this paragraph a one class.
"Affiliate" or "Associate" of a person have the same meaning as is assigned
to such terms under Rule 12b-2 of the General Rules and Regulations (the
"Regulations") under the Securities Exchange Act of 1934 as in effect on
June 1, 1982.
"Beneficial Owner" of stock means a person, or an Affiliate or Associate of
such person, who is a "beneficial owner" of stock, as such term is defined
under Rule 13d-3 of the Regulations as in effect on June 1, 1982.
"Business Combination" means any transaction described in part (b) of this
paragraph.
"Other Corporation" means any person, firm, corporation or other entity, or
group, other than a subsidiary of the Corporation.
"Substantial Part" means any assets having a then fair market value, in the
aggregate, of more than $5,000,000.
"Subsidiary" means any corporation in which the Corporation owns, directly
or indirectly, more than 50% of the voting securities.
"Substantial Amount" means any securities of the Corporation having a then
fair market value of more than $5,000,000.
6. Certain Conversion Rights Upon Other Consolidation or Merger; Liquidation
Rights.
(a) In the event of a "Business Combination" (as defined in paragraphs
5(b)) not covered by paragraph 5 by reason of the provisions of paragraph 5(c),
shares of Series D Preferred Stock shall be immediately convertible at any time
prior to the effectiveness of such Business Combination at an exchange ratio of
five (5) shares of Series D Preferred Stock for one (1) share of Common Stock.
(b) Upon the dissolution, liquidation or winding up of the Corporation,
whether voluntary or involuntary, the holders of the shares of the Series D
Preferred Stock which have not been converted into Common Stock shall be
entitled to receive out of the assets of the Corporation before any payment or
distribution shall be made on the Common Stock or on any other class of stock
ranking junior to the Series D Preferred Stock upon liquidation, cash in the
amount of $5.00 per share, plus a sum equal to all dividends on such shares
accrued and unpaid thereon to the date of final distribution, but they shall be
entitled to no further payment. If, upon any liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of the Series D Preferred Stock or any
other class of Preferred Stock ranking on a parity with the Series D Preferred
Stock shall be insufficient to pay in full the preferential amount aforesaid,
then such assets, or the proceeds thereof, shall be distributed among such
holders ratably in accordance with the respective amounts which would be payable
on such shares if all amounts payable thereon were paid in full. For the
purposes of this paragraph 6(b), the merger or consolidation of the Corporation
with one or more corporations in which the Corporation is the corporation
surviving such consolidation or merger shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.
(c) Prior to the merger of the Corporation into or the consolidation of
the Corporation with another corporation in which the Corporation is not the
survivor, each share of the Series D Preferred Stock which has not been
converted into Common Stock shall be redeemed by the Corporation for cash in the
amount of $5.00 per share, plus a sum equal to all dividends on such shares
accrued and unpaid thereon to the date of such merger or consolidation.
7. Redemption after July 1, 1987 at the Option of the Corporation.
At any time after July 1, 1987, the Corporation, at its sole option on at
least 30 days' prior written notice to holders, may redeem all, or any part (pro
rata as to the holders), of the Series D Preferred Stock then outstanding, for
cash equal to $5.00 per share, plus a sum equal to all dividends on such shares
accrued and unpaid thereon to the redemption date. During such 30 day notice
period, holders of the Series D Preferred Stock may exercise their rights of
conversion specified in paragraph 4 hereof, which conversion right shall expire
as of the close of business on the thirtieth day of such notice period.
8. Certain Provisions Applicable to Redemptions of Shares.
From and after the applicable date specified for redemption of shares of
Series D Preferred Stock in accordance with these provisions, unless the
Corporation shall default in paying or providing the funds necessary for the
payment of the redemption price of the shares so specified for redemption, the
right to receive dividends on all shares of Series D Preferred Stock so
specified for redemption shall cease to accrue, and all rights of the holders of
the shares of Series D Preferred Stock specified for redemption shall forthwith,
after the redemption date, cease and terminate, excepting only the right of such
holders to receive the specified redemption price for such shares but without
interest, and such shares shall no longer be deemed outstanding.
9. Certain Provisions Applicable to Conversions of Shares.
(a) Shares of the Series D Preferred Stock to be converted in accordance
with these provisions shall be convertible at such office or offices as the
Board of Directors of the Corporation may designate. (For the purpose of this
paragraph, the issuance of Common Stock in lieu of cash upon a redemption of
Series D Preferred Stock shall be deemed to be a conversion unless the context
otherwise requires.)
(b) In order to effect the conversion of shares of the Series D Preferred
Stock into Common Stock in accordance with these provisions, the holder thereof
shall surrender at any office hereinabove mentioned the certificate or
certificates therefor, duly endorsed to the Corporation or in blank, and give
written notice to the Corporation at said office in accordance with the
applicable provisions hereof, as to the conversion to be effected and the name
or names in which the certificate or certificates for shares of Common Stock are
to be issued. No payment or adjustment shall be made upon any conversion on
account of any dividends accrued on the shares of the Series D Preferred Stock
surrendered for conversion or on account of any dividends on the Common Stock
issued upon such conversion. Shares of the Series D Preferred Stock shall be
deemed to have been converted immediately prior to the close of business on the
day specified for conversion and the surrender of such shares for conversion in
accordance with the foregoing provisions, and the person or persons entitled to
receive the Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such time. As
promptly as practicable after the receipt of such notice and the surrender of
such shares as aforesaid, the Corporation shall issue and deliver at said office
a certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with a cash payment in lieu of any
fraction of any share, as hereinafter provided, to the person or persons
entitled to receive the same. In case shares of the Series D Preferred Stock
are called for redemption, the right to convert such shares shall cease and
terminate at the close of business on the applicable redemption date, unless
default shall be made in payment of the redemption price.
(c) No fractional shares of Common Stock shall be issued upon conversion
of shares of the Series D Preferred Stock but, in lieu of any fraction of a
share of Common Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series D Preferred Stock surrendered for
conversion at one time by the same holder, the Corporation shall pay in cash as
an adjustment of such fraction an amount equal to the same fraction of the
Market Price of the Common Stock, on the date on which such shares of the Series
D Preferred Stock were duly surrendered for conversion, or, if such date is not
a Trading Day, on the next preceding date which was a Trading Day.
(d) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares the full number of shares of Common Stock
into which all shares of the Series D Preferred Stock from time to time
outstanding are convertible.
(e) The Corporation will pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares on conversion of shares of
the Series D Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue and delivery of shares in a name other than that
in which the shares so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
10. Distribution or Reclassification of Series D Preferred Stock In the Event
of Distribution or Reclassification of Common Stock; Adjustment of Exchange
Ratio.
(a) In the event the Corporation shall at any time after the issuance of
Series D Preferred Stock pay a dividend or make a distribution in shares of
Common Stock or subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares of Common Stock, then a proportionate dividend,
distribution, subdivision or reclassification of the outstanding Series D
Preferred Stock shall also be effected, as of the effective date of the
applicable distribution or adjustment with respect to the Common Stock. In such
event, the redemption price of $5.00 per share and the annual dividend rate of
$.50 per share specified in these provisions shall be reduced proportionately as
to all shares of Series D Preferred Stock outstanding or thereafter issued.
(b) In the event the outstanding Common Stock of the Corporation is
hereafter combined into a smaller number of shares, then the rate of conversion
only, specified herein, shall be adjusted proportionately.
11. Relative Rights of Preferred Stock.
(a) So long as any of the Series D Preferred Stock is outstanding the
Corporation will not:
(i) Declare, or pay, or set apart for payment, any dividends (other than
dividends payable in stock ranking junior to the Series D Preferred Stock) or
make any distribution on any other class or classes of stock of the Corporation
ranking junior to the Series D Preferred Stock either as to dividends or upon
liquidation and will not redeem, purchase or otherwise acquire, any shares of
any such junior class if at the time of making such declaration, payment,
distribution, redemption, purchase or acquisition the Corporation shall be in
default with respect to any dividend payable on, or any obligation to retire
shares of, Series D Preferred Stock, provided that, notwithstanding the
foregoing, the Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out of the net cash
proceeds from the sale of, other shares of stock of any junior class;
(ii) Without the affirmative vote or consent of the holders of at least 50%
of all the Series D Preferred Stock at the time outstanding, given in person or
by proxy, either in writing or by resolution adopted at an annual or special
meeting called for the purpose, amend, alter or repeal any of these resolutions
so as adversely to affect the preferences, rights, or powers of the Series D
Preferred Stock; provided, that the creation of any class of stock ranking prior
to the Series D Preferred Stock either as to dividends or upon liquidation or
any increase in the authorized number of shares of any such class of stock shall
not be deemed to adversely affect the preferences, rights or powers of the
Preferred Stock within the meaning of this subparagraph (ii);
(iii) Without the affirmative vote or consent of the holders of at least
50% of all the Series D Preferred Stock at the time outstanding, given in person
or by proxy, either in writing or by resolution adopted at an annual or special
meeting called for the purpose, create any class or classes of stock ranking
prior to the Series D Preferred Stock either as to dividends or upon
liquidation, or increase the authorized number of shares of any such class of
stock.
(b) The Series A Preferred Stock, the Series B Cumulative Convertible
Preferred Stock and the Series C Cumulative Convertible Preferred Stock of the
Corporation heretofore authorized by the Board of Directors of the Corporation
shall rank on a parity with, and the Common Stock of the Corporation shall rank
junior to, the Series D Preferred Stock as to dividends and upon liquidation.
12. Certain Definitions.
(a) For the purposes of these provisions, the term "Common Stock" means
the Common Stock of the Corporation, $1 par value, as the same exists as of the
original date of issue of the Series D Preferred Stock or as such stock may be
reconstituted from time to time.
(b) As used in these provisions, the term "Market Price" on any day shall
mean the reported last sales price regular way on such day or, in case no such
sale takes place on such day, the average of the reported closing bid and asked
prices regular way, in each case on the New York Stock Exchange, or, if the
Common Stock is not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading, or, if not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked prices in the
over-the-counter market as reported by the National Quotation Bureau or similar
reporting service; and the term "Trading Day" shall mean a date on which the New
York Stock Exchange (or any successor to such Exchange) is open for the
transaction of business.
DESIGNATIONS, PREFERENCES AND RIGHTS
OF SERIES E CUMULATIVE CONVERTIBLE PREFERRED STOCK
1. Designations.
875,000 shares of Preferred Stock of the Corporation, without par value,
are hereby constituted as a series of Preferred Stock designated as "Series E
Cumulative Convertible Preferred Stock" (hereinafter called "Series E Preferred
Stock").
2. Voting Rights.
In addition to the special voting rights provided to the holders of the
Series E Preferred Stock as or part of a separate series or class pursuant to
paragraph 7 hereof, any other provision of the Certificate of Incorporation of
the Corporation, and any other voting rights provided by law, each holder of
Series E Preferred Stock shall be entitled to one vote in respect of each share
of stock held by him of record on the books of the Corporation on all matters
voted upon by the stockholders, such votes to be counted together with those for
any other shares of capital stock having the right to vote on all such matters
and not separately as a class or group.
3. Dividends.
(a) The holders of shares of Series E Preferred Stock shall be entitled to
receive cumulative cash dividends, when and as declared by the Board of
Directors out of funds legally available therefor, at a rate of $1.00 per share
per annum and no more, before any dividend or distribution in cash or other
property (other than dividends payable in stock ranking junior to the Series E
Preferred Stock as to dividends and upon liquidation) on any class or series of
stock of the Corporation ranking junior to the Series E Preferred Stock as to
dividends or on liquidation shall be declared or paid or set apart for payment.
(b) Dividends on the Series E Preferred Stock shall be paid on the
dividend payment date established by the Board of Directors for the quarterly
payment of dividends on the Common Stock (or otherwise on the first business day
of March, June, September and December of each year) to holders of record on the
respective record dates not exceeding sixty days preceding such dividend payment
dates as may be determined by the Board of Directors in advance of the payment
of each particular dividend.
(c) Dividends on the Series E Preferred Stock shall be cumulative and
accrue from and after the date of original issuance thereof, whether or not
declared by the Board of Directors. Accruals of dividends shall not bear
interest.
(d) No dividend may be declared on any other class or series of stock
ranking on a parity with the Series E Preferred Stock as to dividends in respect
of any quarterly dividend unless there shall also be or have been declared on
the Series E Preferred Stock like dividends for all quarterly periods coinciding
with or ending before such quarterly period, ratably in proportion to the
respective annual dividend rates per annum fixed therefor.
4. Liquidation Rights.
In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of outstanding shares
of the Series E Preferred Stock shall be entitled to receive, before any payment
or distribution of assets of the Corporation or proceeds thereof (whether
capital or surplus) shall be made to or set apart for the holders of the Common
Stock or any other class or series of stock ranking junior to the Series E
Preferred Stock upon liquidation, cash in the amount of $33.50 per share, plus a
sum equal to all dividends on such shares accrued and unpaid thereon to the date
of final distribution, but they shall be entitled to no further payment. If,
upon any liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the holders of the
Series E Preferred Stock or any other class or series ranking on a parity with
the Series E Preferred Stock as to payments upon liquidation, dissolution or
winding up shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be distributed among
such holders ratably in accordance with the respective amounts which would be
payable on such shares if all amounts payable thereon were paid in full. For
the purposes of this paragraph 4, the voluntary sale, lease, exchange or
transfer (for cash, shares of stock, securities or other consideration) of all
or substantially all of the property or assets of the Corporation to, or a
merger or consolidation of the Corporation with, one or more corporations shall
not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.
5. Redemption at Option of the Corporation.
The Corporation shall have the right to redeem shares of Series E Preferred
Stock pursuant to the following provisions:
(a) The Corporation shall not have any right to redeem shares of Series E
Preferred Stock prior to the 10th anniversary of the date of the initial issue
of shares of Series E Preferred Stock. Thereafter, the Corporation shall have
the right, at its sole option and election, to redeem some or all of the shares
of Series E Preferred Stock, at any time and from time to time, at a redemption
price of $33.50 per share, plus an amount equal to all accrued and unpaid
dividends and distributions thereon (such sum being hereinafter referred to as
the "Redemption Price"), whether or not declared, to the date fixed by the Board
for redemption (the "redemption date").
(b) If less than all of the shares of Series E Preferred Stock at the time
outstanding are to be redeemed, the shares so to be redeemed shall be selected
by lot, pro rata (as nearly as may be) or in such other manner as the Board of
Directors may determine in its sole discretion to be fair and proper, except
that in any redemption of fewer than all the outstanding shares of Series E
Preferred Stock, the Corporation may redeem all shares held by holders of less
than 100 shares of Series E Preferred Stock. Notwithstanding the foregoing
provisions, the Corporation shall not redeem less than all of the Series E
Preferred Stock at any time outstanding until all dividends accrued and in
arrears upon all Series E Preferred Stock then outstanding shall have been paid
for all past dividend periods, and until full dividends for the then current
dividend period on all Series E Preferred Stock then outstanding, other than the
shares to be redeemed, shall have been paid or declared and the full amount
thereof set apart for the payment.
(c) Notice of any redemption of shares of Series E Preferred Stock
pursuant to this paragraph 5 shall be mailed at least 30, but not more than 60
days prior to the redemption date to each holder of shares of Series E Preferred
Stock to be redeemed, at such holder's address as it appears on the transfer
agent's books. In order to facilitate the redemption of shares of Series E
Preferred Stock, the Board of Directors may fix a record date for the
determination of holders of shares of Series E Preferred Stock to be redeemed
not more than 60 days prior to the date fixed for such redemption.
(d) Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the stockholder receives such
notice; and failure to give such notice by mail, or any defect in such notice,
to the holders of any shares designated for redemption shall not affect the
validity of the proceedings for the redemption of any other shares of Series E
Preferred Stock. On or after the date fixed for redemptions stated in such
notice, each holder of the shares called for redemption shall surrender the
certificate or certificates evidencing such shares to the Corporation at the
place designated in such notice and shall thereupon be entitled to receive
payment of the Redemption Price. If less than all the shares represented by any
such surrendered certificate are redeemed, a new certificate shall be issued
representing the unredeemed shares.
(e) The Corporation may, on or prior to the date fixed for redemption of
any shares, but not earlier than 45 days prior to the date fixed for redemption,
deposit with its transfer agent or other redemption agent selected by the Board
of Directors of the Corporation, a trust fund, a sum sufficient to redeem the
shares called for redemption, with irrevocable instructions and authority to
such transfer agent or other redemption agent to give or complete the notice of
redemption thereof and to pay to the respective holders of such shares, as
evidenced by a list of such holders certified by an officer of the Corporation,
the Redemption Price upon surrender of their respective share certificates.
Such deposit shall be deemed to constitute full payment of such shares to their
holders; and from and after the date of such deposit, notwithstanding that any
certificates for such shares shall not have been surrendered for cancellation,
the shares represented thereby shall no longer be deemed outstanding, the rights
to receive dividends and distributions shall cease to accrue from and after the
redemption date, and all rights of the holders of the shares of Series E
Preferred Stock called for redemption, as stockholders of the Corporation with
respect to such shares, shall cease and terminate, except the right to receive
the Redemption Price, without interest, upon the surrender of their respective
certificates, and except the right to convert their shares into Common Stock as
provided in paragraph 6 hereof, until the close of business on the third
business day preceding the redemption date. In case the holders of any shares
shall not, within one year after such deposit, claim the amount deposited for
redemption thereof, such transfer agent or other redemption agent shall, upon
demand, pay over to the Corporation the balance of such amount so deposited.
Thereupon, such transfer agent or other redemption agent shall be relieved of
all responsibility to the holders thereof and the sole right of such holders
shall be as general creditors of the Corporation. To the extent that shares of
Series E Preferred Stock called for redemption are converted into Common Stock
prior to the date fixed for redemption, the amount deposited by the Corporation
to redeem such shares shall immediately be returned to the Corporation. Any
interest accrued on any funds so deposited shall belong to the Corporation, and
shall be paid to it from time to time on demand.
6. Conversion.
Each share of Series E Preferred Stock (other than those shares which have
been surrendered for redemption pursuant to paragraph 5) may be converted at any
time (until the third business day preceding the redemption date as provided in
subparagraph (h) of this paragraph 6), at the option of the holder thereof, into
shares of Common Stock of the Corporation, on the terms and conditions set forth
in this paragraph 6:
(a) Subject to the provisions for adjustment hereinafter set forth, each
share of Series E Preferred Stock shall be convertible at the option of the
holder thereof, in the manner hereinafter set forth, into one fully paid and
nonassessable share of Common Stock of the Corporation.
(b) The number of shares of Common Stock into which each share of Series E
Preferred Stock is convertible shall be subject to adjustment from time to time
as follows:
(i) In case the Corporation shall at any time (A) pay a dividend or make a
distribution on its Common Stock in Common Stock, (B) subdivide its outstanding
shares of Common Stock into a larger number of shares, (C) combine its
outstanding shares of Common Stock into a smaller number of larger shares, (D)
issue by reclassification of its Common Stock (whether by merger or
consolidation or otherwise) any shares of stock or other securities of the
Corporation, or (E) take any action with the same effect as any of the
foregoing, then the number of shares of Common Stock which the holder of each
outstanding share of Series E Preferred Stock shall thereafter be entitled to
receive upon conversion of such share of Series E Preferred Stock (subject to
further adjustments pursuant to paragraphs 6(b)(ii) and 6(b)(iii) shall be
adjusted so as to consist of the number of shares of the Corporation (or of the
corporation surviving or resulting from any merger or consolidation) which at
the date of such conversion he would have owned and been entitled to receive had
such share of Series E Preferred Stock been converted immediately prior to the
happening of the first of such events to occur after the initial issue of shares
of Series E Preferred Stock and prior to such conversion. An adjustment made
pursuant to this paragraph 6(b)(i) shall become effective immediately after the
record date in the case of a dividend or distribution, and immediately after the
effective date in the case of a subdivision, combination, reclassification, or
an event with the same effect as the foregoing;
(ii) In case the Corporation shall issue rights or warrants to all holders
of its Common Stock entitling them to subscribe for or purchase shares of Common
Stock at a price per share less than the current Market Price (as defined
herein) per share of the Common Stock on the record date for determination of
stockholders entitled to receive such rights or warrants, other than pursuant to
a dividend reinvestment plan, then in each such case the number of shares of
Common Stock into which each share of Series E Preferred Stock shall thereafter
be convertible shall be determined by multiplying the number of shares of Common
Stock into which such share of Series E Preferred Stock was convertible
immediately prior to such record date by a fraction, of which the numerator
shall be the number of shares of Common Stock outstanding at such record date
plus the number of additional shares of Common Stock offered for subscription or
purchase, and of which the denominator shall be the number of shares of Common
Stock outstanding at such record date plus the number of shares which the
aggregate offering price of the total number of shares so offered would purchase
at such current Market Price. For the purposes of this paragraph 6(b)(ii), the
issuance of rights or warrants to subscribe for or purchase stock or securities
convertible into shares of Common Stock shall be deemed to be the issuance of
rights or warrants to purchase the shares of Common Stock into which such stock
or securities are convertible at an aggregate offering price equal to the
aggregate offering price of such stock or securities plus the minimum aggregate
amount (if any) payable upon conversion of such stock or securities into Common
Stock. An adjustment made pursuant to this paragraph 6(b)(ii) shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants; and
(iii) In case the Corporation shall distribute to all holders of its Common
Stock its securities (excluding Common Stock), evidences of its indebtedness or
assets (excluding cash dividends and distributions out of current or retained
earnings) or rights to subscribe (excluding those referred to in paragraph
6(b)(ii) hereof), then in each such case the number of shares of Common Stock
into which each share of Series E Preferred Stock shall thereafter be
convertible shall be determined by multiplying the number of shares of Common
Stock into which such share of Series E Preferred Stock was convertible
immediately prior to the record date for determination of stockholders entitled
to such distribution by a fraction, of which the numerator shall be the current
Market Price per share of the Common Stock on the record date for determination
of stockholders entitled to receive such distribution, and of which the
denominator shall be such current Market Price per share of the Common Stock
less the fair value (as determined by the Board of Directors of the Corporation,
whose determination shall be conclusive) of the portion of the securities,
evidences of indebtedness or assets so distributed or of such subscription
rights applicable to one share of the Common Stock. An adjustment made pursuant
to this paragraph 6(b)(iii) shall become effective immediately after the record
date for the determination of stockholders entitled to receive such
distribution.
Similar adjustments shall be made if any of the events described above
shall thereafter occur or reoccur.
(c) If any adjustment in the number of shares of Common Stock into which
each share of Series E Preferred Stock may be converted required pursuant to
this paragraph 6 would result in an increase or decrease of less than 1% in the
number of shares of Common Stock into which each share of Series E Preferred
Stock is then convertible, the amount of any such adjustment shall be carried
forward and adjustment with respect thereto shall be made at the time of and
together with any subsequent adjustment which, together with such amount and any
other amount or amounts so carried forward, shall aggregate at least 1% of the
number of shares of Common Stock into which each share of Series E Preferred
Stock is then convertible.
All calculations under this subparagraph (c) shall be made to the nearest one-
hundredth of a share.
(d) In order to effect the conversion of shares of the Series E Preferred
Stock into Common Stock in accordance with these provisions, the holder thereof
shall surrender at the Corporation's principal office or such other office or
agency as the Board of Directors of the Corporation may designate the
certificate or certificates therefor, duly endorsed to the Corporation or in
blank, accompanied by a written notice to the Corporation at said office stating
that such holder elects to convert all or a specified whole number of such
shares in accordance with the provisions of this paragraph 6 and specifying the
name or names in which the certificate or certificates for shares of Common
Stock are to be issued. Upon any conversion of shares of Series E Preferred
Stock into shares of Common Stock pursuant hereto, no adjustment with respect to
dividends shall be made; only those dividends shall be payable on shares of
Series E Preferred Stock so converted as may be declared and may be payable to
holders of record of shares of Series E Preferred Stock on a date prior to the
Conversion Date (as defined herein) with respect to the shares so converted; and
only those dividends shall be payable on shares of Common Stock issued upon such
conversion as may be declared and made payable to holders of record of shares of
Common Stock on or after such Conversion Date (as defined herein). Shares of
the Series E Preferred Stock shall be deemed to have been converted immediately
prior to the close of business on the date (the "Conversion Date") of receipt by
the Corporation of such notice and the surrender of the certificate or
certificates representing the shares of Series E Preferred Stock to be converted
(together with any required instruments of transfer), and the rights of the
holder thereof, except for the right to receive Common Stock of the Corporation
in accordance herewith, shall cease on the Conversion Date, and the person or
persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
on the Conversion Date. As promptly as practicable after the receipt of such
notice and the surrender of such shares as aforesaid, the Corporation shall
issue and deliver at said office to the person or persons entitled to receive
the same (i) a certificate or certificates for the number of validly issued,
fully paid and nonassessable shares of Common Stock issuable upon such
conversion, together with a cash payment in lieu of any fraction of any share,
as hereinafter provided, and (ii) if less than the full number of shares of
Series E Preferred Stock evidenced by the surrendered certificate or
certificates are being converted, a new certificate or certificates, of like
tenor, for the number of shares evidenced by such surrendered certificate or
certificates less the number of shares converted.
(e) No fractional shares of Common Stock shall be issued upon conversion
of shares of the Series E Preferred Stock but, in lieu of any fraction of a
share of Common Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series E Preferred Stock surrendered for
conversion at one time by the same holder, the Corporation shall pay in cash as
an adjustment of such fraction an amount equal to the same fraction of the
Market Price (as defined herein) of the Common Stock, on the Conversion Date,
or, if such date is not a Trading Day (as defined herein), on the next preceding
date which was a Trading Day.
(f) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares the full number of shares of Common Stock
into which all shares of the Series E Preferred Stock from time to time
outstanding are convertible.
(g) The Corporation will pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares on conversion of shares of
the Series E Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue and delivery of shares in a name other than that
in which the shares so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
(h) Shares of Series E Preferred Stock may not be converted after the
close of business on the third business day preceding the date fixed for
redemption of such shares pursuant to paragraph 5.
(i) In the event that:
(i) the Corporation shall take action to make any distribution (other than
cash dividends and dividends or distributions payable in shares of its Common
Stock) to the holders of its Common Stock;
(ii) the Corporation shall take action to offer for subscription pro rata
to the holders of its Common Stock any securities of any kind;
(iii) the Corporation shall take action to accomplish any capital
reorganization, or reclassification of the capital stock of the Corporation
(other than a subdivision, split or combination of its Common Stock), or
consolidation or merger to which the Corporation is a party and for which
approval of any stockholders of the Corporation is required; or
(iv) the Corporation shall take action looking to a voluntary or
involuntary dissolution, liquidation or winding up of the Corporation;
then the Corporation shall (A) in case of any such distribution or subscription
rights, at least 15 days prior to the date or expected date on which the books
of the Corporation shall close or record shall be taken for the determination of
holders entitled to such distribution or subscription rights, and (B) in the
case of any such reorganization, reclassification, consolidation, merger,
dissolution, liquidation or winding up, at least 15 days prior to the date or
expected date when the same shall take place, cause written notice thereof to be
mailed to each holder of shares of Series E Preferred Stock at his address as
shown on the books of the transfer agent of the Corporation. Such notice in
accordance with the foregoing clause (A) shall also specify, in the case of any
such distribution or subscription rights, the date or expected date on which the
holders of Common Stock shall be entitled thereto, and such notice in accordance
with the foregoing clause (B) shall also specify the date or expected date on
which the holders of Common Stock shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, dissolution, liquidation or winding up,
as the case may be.
7. Relative Rights of Preferred Stock.
(a) So long as any of the Series E Preferred Stock is outstanding the
Corporation will not:
(i) Declare, or pay, or set apart for payment, any dividends (other than
dividends payable in stock ranking junior to the Series E Preferred Stock as to
dividends and upon liquidation) or make any distribution in cash or other
property on any other class or series of stock of the Corporation ranking junior
to the Series E Preferred Stock either as to dividends or upon liquidation and
will not redeem, purchase or otherwise acquire, any shares of any such junior
class or series if at the time of making such declaration, payment,
distribution, redemption, purchase or acquisition the Corporation shall be in
default with respect to any dividend payable on, or any obligation to retire
shares of, Series E Preferred Stock, provided that, notwithstanding the
foregoing, the Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out of the net cash
proceeds from the sale of, other shares of stock of any junior class or series;
and
(ii) Without the affirmative vote or consent of the holders of at least a
majority of all the Series E Preferred Stock at the time outstanding, given in
person or by proxy, either in writing or by resolution adopted at an annual or
special meeting called for the purpose, at which the holders of the shares of
this series shall vote separately as a class, (A) authorize, create or issue, or
increase the authorized or issued amount, of any class or series of stock
ranking prior to the Series E Preferred Stock either as to dividends or upon
liquidation; (B) amend, alter or repeal any of the provisions of the
Corporation's Certificate of Incorporation, or of the Certificate of
Designations, Preferences and Rights of the Series E Preferred Stock, so as to
materially and adversely affect the preferences, rights, privileges or powers of
the Series E Preferred Stock, or (C) merge or consolidate with or into any other
corporation with an effect on the Series E Preferred Stock substantially similar
to the effect of any action described in the preceding clause (A) or (B), except
that the provisions of this paragraph shall not be applicable with respect to
any action described in such clause (A) or (B) where the effect on the Series E
Preferred Stock is required by the terms of a series or class of preferred stock
of such other corporation which is outstanding before any such merger or
consolidation; provided, however, that any increase in the authorized Preferred
Stock or the creation and issuance of other series of Preferred Stock ranking on
a parity with the Series E Preferred Stock shall not be deemed to materially and
adversely affect such preferences, rights, privileges or powers.
8. Status
Shares of this series which have been converted into Common Stock or which
have been issued and acquired in any manner by the Corporation (excluding, until
the Corporation elects to retire them, shares which are held as treasury shares
but including shares redeemed and shares purchased and retired) shall, upon
compliance with any applicable provisions of the laws of the State of Delaware,
have the status of authorized and unissued shares of Preferred Stock and may be
reclassified and reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
series of Preferred Stock other than this series, all subject to the conditions
and restrictions on issuance set forth in any resolution or resolution adopted
by the Board of Directors providing for the issue of any series of Preferred
Stock.
9. Priority
The Series A, B, C and D Preferred Stock of the Corporation heretofore
authorized by the Board of Directors of the Corporation shall rank on a parity
with, and the Common Stock of the Corporation shall rank junior to, the Series E
Preferred Stock as to dividends and upon liquidation.
10. Certain Definitions.
(a) For the purposes of these provisions the term "Common Stock" means the
Common Stock of the Corporation, $1.00 par value, as the same exists as of the
original date of issue of the Series E Preferred Stock or as such stock may be
reconstituted from time to time.
(b) As used in these provisions, the term "Market Price" on any day shall
mean the reported last sales price on such day or, in case no such sale takes
place on such day, the average of the reported closing bid and asked prices, in
each case on the New York Stock Exchange, or, if the Common Stock is not listed
or admitted to trading on such Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities exchange, then the
average of the closing bid and asked prices of the Common Stock in the over-the-
counter market as reported on NASDAQ or a similar reporting service; and the
term "Trading Day" shall mean a date on which the New York Stock Exchange (or
any successor to such Exchange) is open for the transaction of business.
DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES G CONVERTIBLE PREFERRED STOCK
1. Designation.
1,000,000 shares of Preferred Stock of the Corporation, no par value, are
hereby constituted as a series of Preferred Stock designated as "Series G
Convertible Preferred Stock" (hereinafter called "Series G Preferred Stock").
2. Transferability.
The shares of Series G Preferred Stock shall not be transferable by the
holder thereof otherwise than by will or under the laws of descent and
distribution. In the event that any shares of Series G Preferred Stock are
transferred by will or under the laws of descent and distribution and such
shares of Series G Preferred Stock are not thereafter converted into Common
Stock pursuant to the provisions of paragraphs 5 and 6, the Corporation shall
have the right to redeem such shares of Series G Preferred Stock so transferred
pursuant to the following provisions:
(a) At any time after six months from the date of death of the holder
which gave rise to such transfer, the Corporation shall have the right, at its
sole option and election, to redeem all of such shares of Series G Preferred
Stock so transferred by will or under the laws of descent and distribution at a
redemption price per share equal to 95% of the audited book value per share of
the Common Stock as of the last day of the latest full fiscal year of the
Corporation, plus an amount equal to all accrued and unpaid dividends and
distributions thereon (the sum being hereinafter referred to as the "Redemption
Price"), whether or not declared, to the date fixed by the Board for redemption
(the "Redemption Date").
(b) The Corporation shall not redeem pursuant to this paragraph 2 any of
the Series G Preferred Stock at any time outstanding until all dividends accrued
and in arrears upon all Series G Preferred Stock then outstanding shall have
been paid for all past dividend periods, and until full dividends for the then
current dividend periods on all Series G Preferred Stock then outstanding, other
than the shares to be redeemed, shall have been paid or declared and the full
amount thereof set apart for payment.
(c) Notice of any redemption of shares of Series G Preferred Stock
pursuant to this paragraph 2 shall be mailed at least 30, but not more than 60,
days prior to the redemption date to each holder of shares of Series G Preferred
Stock to be redeemed, at such holder's address as it appears on the transfer
agent's books. Any notice which is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the stockholder
receives such notice; and failure to give such notice by mail, or any defect in
such notice, to the holders of any shares designated for redemption shall not
affect the validity of the proceedings for the redemption of any other shares of
Series G Preferred Stock. On or after the date fixed for redemption as stated
in such notice, each holder of the shares called for redemption shall surrender
the certificate or certificates evidencing such shares to the Corporation at the
place designated in such notice and shall thereupon be entitled to receive
payment of the Redemption Price.
(d) Shares of the Series G Preferred Stock shall be deemed to have been
redeemed immediately prior to the close of business on the Redemption Date, the
right to receive dividends and distributions shall cease to accrue from and
after the Redemption Date, and the rights of the holder thereof, except for the
right to receive the Redemption Price in accordance herewith, shall cease and
terminate on the Redemption Date. As promptly as practicable after surrender of
such shares as aforesaid, the Corporation shall pay to the holder the Redemption
Price for each share of Series G Preferred Stock surrendered for redemption.
3. Voting Rights.
In addition to any special voting rights provided to the holders of the
Series G Preferred Stock as or part of a separate series or class pursuant to
paragraph 8, any provision of the Certificate of Incorporation of the
Corporation and any other voting rights provided by law, each holder of Series G
Preferred Stock shall be entitled to one vote in respect of each share of stock
held by him of record on the books of the Corporation on all matters voted upon
by the stockholders, such votes to be counted together with those for any other
shares of capital stock having the right to vote on all such matters and not
separately as a class or group.
4. Dividends.
(a) The holders of shares of Series G Preferred Stock shall be entitled to
receive cumulative cash dividends, when and as declared by the Board of
Directors out of funds legally available therefor, at an annual rate, based upon
$20.00 per share, which amount shall be proportionately adjusted in the event of
any stock dividend or distribution in shares of Series G Preferred Stock, any
subdivision, combination or reclassification of the outstanding shares of Series
G Preferred Stock, or any similar action, equal to the prime rate to commercial
borrowers posted by The Northern Trust Company of Chicago on the January 1 or
July 1 immediately preceding the next dividend payment date and no more, before
any dividend or distribution in cash or other property (other than dividends
payable in stock ranking junior to the Series G Preferred Stock as to dividends
and upon liquidation) on any class or series of stock of the Corporation ranking
junior to the Series G Preferred Stock as to dividends or on liquidation shall
be declared or paid or set apart for payment.
(b) Dividends on the Series G Preferred Stock shall be payable semi-
annually, when and as declared by the Board of Directors, on June 30 and
December 31 of each year, commencing the first June 30 or December 31 after the
date of the initial issuance of shares of the Series G Preferred Stock, except
that if such date is a Saturday, Sunday or legal holiday then such dividends
shall be payable on the first immediately succeeding calendar day which is not a
Saturday, Sunday, or legal holiday, to holders of record on the respective
record dates not exceeding sixty days preceding such dividend payment dates as
may be determined by the Board of Directors in advance of the payment of each
particular dividend.
(c) Dividends on the Series G Preferred Stock shall be cumulative and
accrue from and after the date of original issuance thereof, whether or not
declared by the Board of Directors. Accruals of dividends shall not bear
interest.
(d) No dividend may be declared on any other class or series of stock
ranking junior or on a parity with the Series G Preferred Stock as to dividends
in respect of any dividend period unless there shall also be or have been
declared on the Series G Preferred Stock like dividends for all semi-annual
periods coinciding with or ending before such semi-annual period, ratably in
proportion to the respective annual dividend rates fixed therefor.
5. Liquidation Rights.
(a) In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of outstanding shares
of the Series G Preferred Stock shall be entitled to receive, before any payment
or distribution of assets of the Corporation or proceeds thereof (whether
capital or surplus) shall be made to or set apart for the holders of any class
of common stock of the Corporation or any other class or series of stock ranking
junior to the Series G Preferred Stock upon liquidation, cash, per share, in an
amount equal to 95% of the book value per share of the Common Stock on the date
of liquidation plus a sum equal to all dividends on such shares accrued and
unpaid thereon to the date of final distribution, but they shall be entitled to
no further payment. If, upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation, or proceeds thereof, distributable
among the holders of the Series G Preferred Stock or any other class of
Preferred Stock ranking on a parity with the Series G Preferred Stock as to
payments upon liquidation, dissolution or winding up shall be insufficient to
pay in full the preferential amount aforesaid, then such assets, or the proceeds
thereof, shall be distributed among such holders ratably in accordance with the
respective amounts which would be payable on such shares if all amounts payable
thereon were paid in full. For the purposes of this paragraph 4(a), the
voluntary sale, lease, exchange or transfer (for cash, shares of stock,
securities or other consideration) of all or substantially all of the property
or assets of the Corporation to, or a merger or consolidation of the Corporation
with one or more corporations in which the Corporation is the corporation
surviving such consolidation or merger shall not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary.
(b) If there is a merger of the Corporation into or the consolidation of
the Corporation with another corporation in which the Corporation is not the
survivor, the holders of Series G Preferred Stock shall retain the same rights
in the surviving corporation as outlined herein.
6. Conversion at Option of the Holder.
Each share of Series G Preferred Stock (other than those shares which have
been surrendered for redemption pursuant to paragraph 2) may be converted at any
time after six months from the date of issuance of such share of Series G
Preferred Stock, at the option of the holder thereof, into shares of Common
Stock of the Corporation, on the terms and conditions set forth in this
paragraph 5:
(a) Each share of Series G Preferred Stock shall be convertible at the
option of the holder thereof, in the manner hereinafter set forth, into .95
fully paid and nonassessable share of Common Stock of the Corporation.
(b) In order to effect the conversion of shares of the Series G Preferred
Stock into Common Stock in accordance with these provisions, the holder thereof
shall surrender at the Corporation's principal office or such other office or
agency as the Board of Directors of the Corporation may designate the
certificate or certificates therefor, duly endorsed to the Corporation or in
blank, accompanied by a written notice to the Corporation at said office stating
that such holder elects to convert all or a specified whole number of such
shares in accordance with the provisions of this paragraph 5 and specifying the
name or names in which the certificate or certificates for shares of Common
Stock are to be issued. No payment or adjustment shall be made upon any
conversion on account of any dividends accrued on the shares of the Series G
Preferred Stock surrendered for conversion or on account of any dividends on the
Common Stock issued upon such conversion. Shares of the Series G Preferred
Stock shall be deemed to have been converted immediately prior to the close of
business on the date (the "Conversion Date") of receipt by the Corporation of
such notice and the surrender of the certificate or certificates representing
the shares of Series G Preferred Stock to be converted (together with any
required instruments of transfer), and the rights of the holder thereof, except
for the right to receive Common Stock of the Corporation in accordance herewith,
shall cease on the Conversion Date, and the person or persons entitled to
receive the Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Common Stock on the Conversion
Date. As promptly as practicable after the receipt of such notice and the
surrender of such shares as aforesaid, the Corporation shall issue and deliver
at said office to the person or persons entitled to receive the same (i) a
certificate or certificates for the number of validly issued, fully paid and
nonassessable shares of Common Stock issuable upon such conversion, together
with a cash payment in lieu of any fraction of any share, as hereinafter
provided, and (ii) if less than the full number of shares of Series G Preferred
Stock evidenced by the surrendered certificate or certificates are being
converted, a new certificate or certificates, of like tenor, for the number of
shares evidenced by such surrendered certificate or certificates less the number
of shares converted.
(c) No fractional shares of Common Stock shall be issued upon conversion
of shares of the Series G Preferred Stock but, in lieu of any fraction of a
share of Common Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series G Preferred Stock surrendered for
conversion at one time by the same holder, the Corporation shall pay in cash as
an adjustment of such fraction an amount equal to the same fraction of the
Market Price (as defined herein) of the Common Stock, on the Conversion Date,
or, if such date is not a Trading Day (as defined herein), on the next preceding
date which was a Trading Day.
(d) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares the full number of shares of Common Stock
into which all shares of the Series G Preferred Stock from time to time
outstanding are convertible.
(e) The Corporation will pay any and all issue and other taxers that may
be payable in respect of any issue or delivery of shares on conversion of shares
of the Series G Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue and delivery of shares in a name other than that
in which the shares so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
(f) Shares of Series G Preferred Stock may not be converted after the
close of business on the third business day preceding the date fixed for
redemption or conversion by the Corporation of such shares pursuant to
paragraphs 2 and 6.
7. Conversion at Option of the Corporation.
Each share of Series G Preferred Stock (other than those shares which have
been surrendered for redemption or conversion pursuant to paragraphs 2 and 5)
may be converted after five years from the date of issuance of such share, at
the option of the Corporation, into shares of Common Stock of the Corporation,
on the terms and conditions set forth in this paragraph 6:
(a) Each share of Series G Preferred Stock shall be convertible at the
option of the Corporation, in the manner hereinafter set forth, into .95 fully
paid and nonassessable shares of Common Stock of the Corporation.
(b) If less than all of the shares of Series G Preferred Stock at the time
outstanding are to be converted, the shares so to be converted shall be selected
by lot, pro rata (as nearly as may be) or in such other manner as the Board of
Directors may determine in its sole discretion to be fair and proper, except
that in any conversion of fewer than all of the outstanding shares of Series G
Preferred Stock, the Corporation may convert all shares held by holders of less
than 100 shares of Series G Preferred Stock. Notwithstanding the foregoing
provisions, the Corporation shall not convert less than all of the Series G
Preferred Stock at any time outstanding until all dividends accrued and in
arrears upon all Series G Preferred Stock then outstanding shall have been paid
for all past dividend periods, and until full dividends for the then current
dividend period on all series G Preferred Stock then outstanding, other than the
shares to be converted, shall have been paid or declared and the full amount
thereof set apart for payment.
(c) Notice of any conversion of shares of Series G Preferred Stock
pursuant to this paragraph 6 shall be mailed at least 30, but not more than 60,
days prior to the date fixed by the Board for conversion (the "Corporation
Conversion Date") to each holder of shares of Series G Preferred Stock to be
converted, at such holder's address as it appears on the books of the
Corporation. In order to facilitate the conversion of shares of Series G
Preferred Stock, the Board of Directors may fix a record date for the
determination of holders of shares of Series G Preferred Stock to be converted
not more than 60 days prior to the date fixed for such conversion.
(d) Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the stockholder receives such
notice; and failure to give such notice by mail, or any defect in such notice,
to the holders of any shares designated for conversion shall not affect the
validity of the proceedings for the conversion of any other shares of Series G
Preferred Stock. On or after the date fixed for conversion as stated in such
notice, each holder of the shares called for conversion shall surrender the
certificate or certificates evidencing such shares to the Corporation at the
place designated in such notice and shall thereupon be entitled to receive a
certificate or certificates for the number of validly issued, fully-paid and
nonassessable shares of Common Stock issuable upon such conversion, together
with a cash payment in lieu of any fraction of any share, as hereinafter
provided. If less than all the shares represented by any such surrendered
certificate are converted, a new certificate shall be issued representing the
unconverted shares.
(e) No payment or adjustment shall be made upon any conversion on account
of any dividends accrued on the shares of the Series G Preferred Stock
surrendered for conversion or on account of any dividends on the Common Stock
issued upon such conversion. Shares of the Series G Preferred Stock shall be
deemed to have been converted immediately prior to the close of business on the
Corporation Conversion Date, and the rights of the holder thereof, except for
the right to receive Common Stock of the Corporation in accordance herewith,
shall cease on the Corporation Conversion Date, and the person or persons
entitled to receive the Common Stock issuable upon such conversion shall be
treated for all purposes as the record holder or holders of such Common Stock on
the Corporation Conversion Date.
(f) No fractional shares of Common Stock shall be issued upon conversion
of shares of the Series G Preferred Stock but, in lieu of any fraction of a
share of Common Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series G Preferred Stock surrendered for
conversion at one time by the same holder, the Corporation shall pay in cash as
an adjustment of such fraction an amount equal to the same fraction of the
Market Price (as defined herein) of the Common Stock, on the Corporation
Conversion Date, or, if such date is not a Trading Day (as defined herein), on
the next preceding date which was a Trading Day.
(g) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares the full number of shares of Common Stock
into which all shares of the Series G Preferred Stock from time to time
outstanding are convertible.
(h) The Corporation will pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares on conversion of shares of
the Series G Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue and delivery of shares in a name other than that
in which the shares so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
8. Distribution or Reclassification of Series G Preferred Stock In the Event
of Distribution or Reclassification of Common Stock or Class B Common
Stock; Adjustment of Conversion Ratio.
(a) In the event the Corporation shall at any time after the issuance of
Series G Preferred Stock pay a dividend or make a distribution in shares of
Common Stock or Class B Common Stock or subdivide or reclassify its outstanding
shares of Common Stock or Class B Common Stock into a greater number of shares
of Common Stock or Class B Common Stock, respectively, then a proportionate
dividend, distribution, subdivision or reclassification of the outstanding
Series G Preferred Stock shall also be effected, as of the effective date of the
applicable distribution or adjustment with respect to the Common Stock or Class
B Common Stock. In such event, the Redemption Price per share specified in
these provisions shall be reduced proportionately as to all shares of Series G
Preferred Stock outstanding or thereafter issued and the annual dividend per
share specified in these provisions shall be adjusted as provided in paragraph
4.
(b) In the event the outstanding Common Stock or Class B Common Stock of
the Corporation is hereafter combined into a smaller number of shares, then the
rate of conversion only, specified herein, shall be adjusted proportionately.
9. Relative Rights of Preferred Stock.
So long as any of the Series G Preferred Stock is outstanding the
Corporation will not:
(i) Declare, or pay, or set apart for payment, any dividends (other than
dividends payable in stock ranking junior to the Series G Preferred Stock as to
dividends and upon liquidation) or make any distribution in cash or other
property on any other class or series of stock of the Corporation ranking junior
to the Series G Preferred Stock either as to dividends or upon liquidation and
will not redeem, purchase or otherwise acquire, any shares of any such junior
class or series if at the time of making such declaration, payment,
distribution, redemption, purchase or acquisition the Corporation shall be in
default with respect to any dividend payable on, or any obligation to retire
shares of, Series G Preferred Stock, provided that, notwithstanding the
foregoing, the Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out of the net cash
proceeds from the sale of, other shares of stock of any junior class or series;
or
(ii) Without the affirmative vote or of the holders of two-thirds of all
the Series G Preferred Stock at the time outstanding, given in person or by
proxy, by resolution adopted at an annual or special meeting called for the
purpose, at which the holders of the shares of this series shall vote separately
as a class, (A) authorize, create or issue, or increase the authorized or issued
amount, of any class or series of stock ranking prior to the Series G Preferred
Stock either as to dividends or upon liquidation; or (B) amend, alter or repeal
any of the provisions of the Corporation's Certificate of Incorporation, Bylaws
or Certificate of Designations, Preferences and Rights of the Series G Preferred
Stock, so as to materially and adversely affect the preferences, rights,
privileges or powers of the Series G Preferred Stock; provided, however, that
any increase in the authorized Preferred Stock or the creation and issuance of
other series of Preferred Stock ranking on a parity with the Series G Preferred
Stock shall not be deemed to materially and adversely affect such preferences,
rights, privileges or powers.
10. Status.
Shares of this series which have been converted into Common Stock or which
have been issued and acquired in any manner by the Corporation (excluding, until
the Corporation elects to retire them, shares which are held as treasury shares
but including shares redeemed and shares purchased and retired) shall, upon
compliance with any applicable provisions of the laws of the State of Delaware,
have the status of authorized and unissued shares of Preferred Stock and may be
reclassified and reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
series of Preferred Stock other than this series, all subject to the conditions
and restrictions on issuance set forth in any resolution or resolutions adopted
by the Board of Directors providing for the issue of any series of Preferred
Stock.
11. Priority.
The Series A, B, C, D, E, and F Preferred Stock of the Corporation
heretofore authorized by the Board of Directors of the Corporation shall rank on
a parity with, and the Common Stock and Class B Common Stock of the Corporation
shall rank junior to, the Series G Preferred Stock as to dividends and upon
liquidation.
12. Certain Definitions.
(a) For the purposes of these provisions the terms "Common Stock" and
"Class B Common Stock" mean the Common Stock of the Corporation, $1.00 par
value, and the Class B Common Stock of the Corporation, $1.00 par value, as the
same exist as of the original date of issue of the Series G Preferred Stock or
as such stock may be reconstituted from time to time.
(b) As used in these provisions, the term "Market Price" on any day shall
mean the reported last sales price on such day or, in case no such sale takes
place on such day, the average of the reported closing bid and asked prices, in
each case on the New York Stock Exchange, or, if the Common Stock is not listed
or admitted to trading on such Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities exchange, then the
average of the closing bid and asked prices of the Common Stock in the over-the-
counter market as reported on NASDAQ or a similar reporting service; and the
term "Trading Day" shall mean a date on which the New York Stock Exchange (or
any successor to such Exchange) is open for the transaction of business.
DESIGNATIONS, PREFERENCES AND RIGHTS OF
SERIES G-2 CONVERTIBLE
PREFERRED STOCK
1. Designation.
1,000,000 shares of Preferred Stock of the Corporation, no par value, are
hereby constituted as a series of Preferred Stock designated as "Series G-2
Convertible Preferred Stock" (hereinafter called "Series G-2 Preferred Stock").
2. Transferability.
The shares of Series G-2 Preferred Stock shall not be transferable by the
holder thereof otherwise than by will or under the laws of descent and
distribution. In the event that any shares of Series G-2 Preferred Stock are
transferred by will or under the laws of descent and distribution and such
shares of Series G-2 Preferred Stock are not thereafter converted into Common
Stock pursuant to the provisions of paragraphs 5 and 6, the Corporation shall
have the right to redeem such shares of Series G-2 Preferred Stock so
transferred pursuant to the following provisions:
(a) At any time after six months from the date of death of the holder
which gave rise to such transfer, the Corporation shall have the right, at its
sole option and election, to redeem all of such shares of Series G-2 Preferred
Stock so transferred by will or under the laws of descent and distribution at a
redemption price per share equal to 95% of the audited book value per share of
the Common Stock as of the last day of the latest full fiscal year of the
Corporation, plus an amount equal to all accrued and unpaid dividends and
distributions thereon (the sum being hereinafter referred to as the "Redemption
Price"), whether or not declared, to the date fixed by the Board for redemption
(the "Redemption Date").
(b) The Corporation shall not redeem pursuant to this paragraph 2 any of
the Series G-2 Preferred Stock at any time outstanding until all dividends
accrued and in arrears upon all Series G-2 Preferred Stock then outstanding
shall have been paid for all past dividend periods, and until full dividends for
the then current dividend period on all Series G-2 Preferred Stock then
outstanding, other than the shares to be redeemed, shall have been paid or
declared and the full amount thereof set apart for payment.
(c) Notice of any redemption of shares of Series G-2 Preferred Stock
pursuant to this paragraph 2 shall be mailed at least 30, but not more than 60,
days prior to the redemption date to each holder of shares of Series G-2
Preferred Stock to be redeemed, at such holder's address as it appears on the
transfer agent's books. Any notice which is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the stockholder
receives such notice; and failure to give such notice by mail, or any defect in
such notice, to the holders of any shares designated for redemption shall not
affect the validity of the proceedings for the redemption of any other shares of
Series G-2 Preferred Stock. On or after the date fixed for redemption as stated
in such notice, each holder of the shares called for redemption shall surrender
the certificate or certificates evidencing such shares to the Corporation at the
place designated in such notice and shall thereupon be entitled to receive
payment of the Redemption Price.
(d) Shares of the Series G-2 Preferred Stock shall be deemed to have been
redeemed immediately prior to the close of business on the Redemption Date, the
right to receive dividends and distributions shall cease to accrue from and
after the Redemption Date, and the rights of the holder thereof, except for the
right to receive the Redemption Price in accordance herewith, shall cease and
terminate on the Redemption Date. As promptly as practicable after surrender of
such shares as aforesaid, the Corporation shall pay to the holder the Redemption
Price for each share of Series G-2 Preferred Stock surrendered for redemption.
3. Voting Rights.
In addition to any special voting rights provided to the holders of the
Series G-2 Preferred Stock as or part of a separate series or class pursuant to
paragraph 8, any provision of the Certificate of Incorporation of the
Corporation and any other voting rights provided by law, each holder of Series
G-2 Preferred Stock shall be entitled to one vote in respect of each share of
stock held by him of record on the books of the Corporation on all matters voted
upon by the stockholders, such votes to be counted together with those for any
other shares of capital stock having the right to vote on all such matters and
not separately as a class or group.
4. Dividends.
(a) The holders of shares of Series G-2 Preferred Stock shall be entitled
to receive cumulative cash dividends, when and as declared by the Board of
Directors out of funds legally available therefor, at an annual rate, based upon
$21.79 per share, which amount shall be proportionately adjusted in the event of
any stock dividend or distribution in shares of Series G-2 Preferred Stock, any
subdivision, combination or reclassification of the outstanding shares of Series
G-2 Preferred Stock, or any similar action, equal to the prime rate to
commercial borrowers posted by The Northern Trust Company of Chicago on the
January 1 or July 1 immediately preceding the next dividend payment date and no
more, before any dividend or distribution in cash or other property (other than
dividends payable in stock ranking junior to the Series G-2 Preferred Stock as
to dividends and upon liquidation) on any class or series of stock of the
Corporation ranking junior to the Series G-2 Preferred Stock as to dividends or
on liquidation shall be declared or paid or set apart for payment.
(b) Dividends on the Series G-2 Preferred Stock shall be payable semi-
annually, when and as declared by the Board of Directors, on June 30 and
December 31 of each year, commencing the first June 30 or December 31 after the
date of the initial issuance of shares of the Series G-2 Preferred Stock, except
that if such date is a Saturday, Sunday or legal holiday then such dividends
shall be payable on the first immediately succeeding calendar day which is not a
Saturday, Sunday, or legal holiday, to holders of record on the respective
record dates not exceeding sixty days preceding such dividend payments dates as
may be determined by the Board of Directors in advance of the payment of each
particular dividend.
(c) Dividends on the Series G-2 Preferred Stock shall be cumulative and
accrue from and after the date of original issuance thereof, whether or not
declared by the Board of Directors. Accruals or dividends shall not bear
interest.
(d) No dividend may be declared on any other class or series of stock
ranking junior or on a parity with the Series G-2 Preferred Stock as to
dividends in respect of any dividend period unless there shall also be or have
been declared on the Series G-2 Preferred Stock like dividends for all semi-
annual periods coinciding with or ending before such semi-annual period, ratably
in proportion to the respective annual dividend rates fixed therefor.
4. Liquidation Rights.
(a) In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of outstanding shares
of the Series G-2 Preferred Stock shall be entitled to receive, before any
payment or distribution of assets of the Corporation or proceeds thereof
(whether capital or surplus) shall be made to or set apart for the holders of
any class of common stock of the Corporation or any other class or series of
stock ranking junior to the Series G-2 Preferred Stock upon liquidation, cash,
per share, in an amount equal to 95% of the book value per share of the Common
Stock on the date of liquidation plus a sum equal to all dividends on such
shares accrued and unpaid thereon to the date of final distribution, but they
shall be entitled to no further payment. If, upon any liquidation, dissolution
or winding up of the Corporation, the assets of the Corporation, or proceeds
thereof, distributable among the holders of the Series G-2 Preferred Stock or
any other class of Preferred Stock ranking on a parity with the Series G-2
Preferred Stock as to payments upon liquidation, dissolution or winding up shall
be insufficient to pay in full the preferential amount aforesaid, then such
assets, or the proceeds thereof, shall be distributed among such holders ratably
in accordance with the respective amounts which would be payable on such shares
if all amounts payable thereon were paid in full. For the purposes of this
paragraph 4(a), the voluntary sale, lease, exchange or transfer (for cash,
shares of stock, securities or other consideration) of all or substantially all
of the property or assets of the Corporation to, or a merger or consolidation of
the Corporation with one or more corporations in which the Corporation is the
corporation surviving such consolidation of merger shall not be deemed to be a
liquidation dissolution or winding up, voluntary or involuntary.
(b) If there is a merger of the Corporation into or the consolidation of
the Corporation with another corporation in which the Corporation is not the
survivor, the holders of Series G-2 Preferred Stock shall retain the same rights
in the surviving corporation as outlined herein.
5. Conversion at Option of the Holder.
Each share of Series G-2 Preferred Stock (other than those shares which
have been surrendered for redemption pursuant to paragraph 2) may be converted
at any time after six months from the date of issuance of such share of Series
G-2 Preferred Stock, at the option of the holder thereof, into shares of Common
Stock of the Corporation, on the terms and conditions set forth in this
paragraph 5.
(a) Each share of Series G-2 Preferred Stock shall be convertible at the
option of the holder thereof, in the manner hereinafter set forth, into .95
fully paid and nonassessable shares of Common Stock of the Corporation.
(b) In order to effect the conversion of shares of the Series G-2
Preferred Stock into Common Stock in accordance with these provisions, the
holder thereof shall surrender at the Corporation's principal office or such
other office or agency as the Board of Directors of the Corporation may
designate the certificate or certificates therefor, duly endorsed to the
Corporation or in blank, accompanied by a written notice to the Corporation at
said office stating that such holder elects to convert all or a specified whole
number of such shares in accordance with the provisions of this paragraph 5 and
specifying the name or names in which the certificate or certificates for shares
of Common Stock are to be issued. No payment or adjustment shall be made upon
any conversion on account of any dividends accrued on the shares of the Series
G-2 Preferred Stock surrendered for conversion or on account of any dividends on
the Common Stock issued upon such conversion. Shares of the Series G-2
Preferred Stock shall be deemed to have been converted immediately prior to the
close of business on the date (the "Conversion Date") of receipt by the
Corporation of such notice and the surrender of the certificate or certificates
representing the shares of Series G-2 Preferred Stock to be converted (together
with any required instruments or transfer), and the rights of the holder
thereof, except for the right to receive Common Stock of the Corporation in
accordance herewith, shall cease on the Conversion Date, and the person or
persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
on the Conversion Date. As promptly as practicable after the receipt of such
notice and the surrender of such shares as aforesaid, the Corporation shall
issue and deliver at said office to the person or persons entitled to receive
the same (i) a certificate or certificates for the number of validly issued,
fully-paid and nonassessable shares of Common Stock issuable upon such
conversion, together with a cash payment in lieu of any fraction of any share,
as hereinafter provided, and (ii) if less than the full number of shares of
Series G-2 Preferred Stock evidenced by the surrendered certificate or
certificates are being converted, a new certificate or certificates, of like
tenor, for the number of shares evidenced by such surrendered certificate or
certificates less the number of shares converted.
(c) No fractional shares of Common Stock shall be issued upon conversion
of shares of the Series G-2 Preferred Stock but, in lieu of any fraction of a
share of Common Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series G-2 Preferred Stock surrendered for
conversion at one time by the same holder, the Corporation shall pay in cash as
an adjustment of such fraction an amount equal to the same fraction of the
Market Price (as defined herein) of the Common Stock, on the Conversion Date,
or, if such date is not a Trading Day (as defined herein), on the next preceding
date which was a Trading Day.
(d) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares the full number of shares of Common Stock
into which all shares of the Series G-2 Preferred Stock from time to time
outstanding are convertible.
(e) The Corporation will pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares on conversion of shares of
the Series G-2 Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue and delivery of shares in a name other than that
in which the shares so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
(f) Shares of Series G-2 Preferred Stock may not be converted after the
close of business on the third business day preceding the date fixed for
redemption or conversion by the Corporation of such shares pursuant to
paragraphs 2 and 6.
6. Redemption or Conversion at Option of the Corporation.
The Corporation shall have the right either to redeem or to convert shares
of Series G-2 Preferred Stock pursuant to the following provisions:
(a) Each share of Series G-2 Preferred Stock, at any time after five years
following the date of issuance of such share, shall be redeemable by the
Corporation, at its sole option and discretion, at a redemption price of $21.79
per share, plus an amount equal to all accrued and unpaid dividends and
distributions thereon (hereinafter the "Redemption Price"), whether or not
declared, to the date fixed by the Board of Directors for redemption
(hereinafter the "Redemption Date"), or convertible by the Corporation, at its
sole option and discretion, into .95 fully paid and nonassessable share of
Common Stock of the Corporation.
(b) If less than all of the shares of Series G-2 Preferred Stock at the
time outstanding are to be redeemed or converted, the shares so to be redeemed
or converted shall be selected by lot, pro rata (as nearly as may be) or in such
other manner as the Board of Directors may determine in its sole discretion to
be fair and proper, except that in any redemption or conversion of fewer than
all of the outstanding shares of Series G-2 Preferred Stock, the Corporation may
redeem or convert all shares held by holders of less than 100 shares of Series
G-2 Preferred Stock. Notwithstanding the foregoing provisions, the Corporation
shall not redeem or convert less than all of the Series G-2 Preferred Stock at
any time outstanding until all dividends accrued and in arrears upon all Series
G-2 Preferred Stock then outstanding shall have been paid for all past dividend
periods, and until full dividends for the then current dividend period on all
Series G-2 Preferred Stock then outstanding, other than the shares to be
redeemed or converted, shall have been paid or declared and the full amount
thereof set apart for payment.
(c) Notice of any redemption or conversion of shares of Series G-2
Preferred Stock pursuant to this paragraph 6 shall be mailed at least 30, but
not more than 60, days prior to the Redemption Date or the date fixed by the
Board for conversion (the "Corporation Conversion Date") to each holder of
shares of Series G-2 Preferred Stock to be redeemed or converted, at such
holder's address as it appears on the books of the Corporation. In order to
facilitate the redemption or conversion of shares of Series G-2 Preferred Stock,
the Board of Directors may fix a record date for the determination of holders of
shares of Series G-2 Preferred Stock to be redeemed or converted not more than
60 days prior to the date fixed for such redemption or conversion.
(d) Any notice which is mailed as herein provided shall be conclusively
presumed to have been duly given, whether or not the stockholder receives such
notice; and failure to give such notice by mail, or any defect in such notice,
to the holders of any shares designated for redemption or conversion shall not
affect the validity of the proceedings for the redemption or conversion of any
other shares of Series G-2 Preferred Stock. On or after the Redemption or
Corporate Conversion Date as stated in such notice, each holder of the shares
called for redemption or conversion shall surrender the certificate or
certificates evidencing such shares to the Corporation at the place designated
in such notice and shall thereupon be entitled to receive either the redemption
price, in the case of a redemption, or a certificate or certificates for the
number of validly issued, fully-paid and nonassessable shares of Common Stock
issuable in the case of a conversion, together with a cash payment in lieu of
any fraction of any share, as hereinafter provided. If less than all the shares
represented by any such surrendered certificate are redeemed or converted, a new
certificate shall be issued representing the unredeemed or unconverted shares.
(e) No payment or adjustment shall be made upon any redemption or
conversion on account of any dividends accrued on the shares of the Series G-2
Preferred Stock surrendered for redemption or conversion or on account of any
dividends on the Common Stock issued upon such redemption or conversion. Shares
of the Series G-2 Preferred Stock shall be deemed to have been redeemed or
converted immediately prior to the close of business on the Redemption Date or
Corporation Conversion Date, and the rights of the holder thereof, except for
the right to receive the Redemption Price or Common Stock of the Corporation in
accordance herewith, shall cease on the Redemption Date or Corporation
Conversion Date, and the person or persons entitled to receive the Common Stock
issuable in the case of conversion shall be treated for all purposes as the
record holder or holders of such Common Stock on the Corporation Conversion
Date.
(f) No fractional shares of Common Stock shall be issued upon conversion
of shares of the Series G-2 Preferred Stock but, in lieu of any fraction of a
share of Common Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series G-2 Preferred Stock surrendered for
conversion at one time by the same holder, the Corporation shall pay in cash as
an adjustment of such fraction an amount equal to the same fraction of the
Market Price (as defined herein), of the Common Stock, on the Corporation
Conversion Date, or, if such date is not a Trading Day (as defined herein), on
the next preceding date which was a Trading Day.
(g) The Corporation shall at all times reserve and keep available out of
its authorized but unissued shares the full number of shares of Common Stock
into which all shares of the Series G-2 Preferred Stock from time to time
outstanding are convertible.
(h) The Corporation will pay any and all issue and other taxes that may be
payable in respect of any issue or delivery of shares on conversion of shares of
the Series G-2 Preferred Stock pursuant hereto. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue and delivery of shares in a name other than that
in which the shares so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such issue has paid to the
Corporation the amount of any such tax or has established, to the satisfaction
of the Corporation, that such tax has been paid.
(i) In the case of a redemption, the Corporation may, on or prior to the
Redemption Date, but not earlier than 45 days prior to the Redeemption Date,
deposit with its transfer agent or other redemption agent selected by the Board
of Directors of the Corporation, as a trust fund, a sum sufficient to redeem the
shares of Series G-2 Preferred Stock called for redemption, with irrevocable
instructions and authority to such transfer agent or other redemption agent to
give or complete the notice of redemption thereof and to pay to the respective
holders of such shares of Series G-2 Preferred Stock, as evidenced by a list of
such holders certified by an officer of the Corporation, the Redemption Price
upon surrender of their respective share certificates. Such deposit shall be
deemed to constitute full payment of such shares of Series G-2 Preferred Stock
to their holders; and from and after the date of such deposit, notwithstanding
that any certificates for such shares of Series G-2 Preferred Stock shall not
have been surrendered for cancellation, the shares represented thereby shall no
longer be deemed outstanding, the rights to receive dividends and distributions
shall cease to accrue from and after the Redemption Date, and all rights of the
holders of the shares of Series G-2 Preferred Stock called for redemption, as
stockholders of the Corporation with respect to such shares, shall cease and
terminate, except the right to receive the Redemption Price, without interest,
upon the surrender of their respective certificates, and except the right to
convert their shares into Common Stock as provided in paragraph 5 hereof, until
the close of business on the Redemption Date. In case the holders of any shares
shall not, within six years after such deposit, claim the amount deposited for
redemption thereof, such transfer agent or other redemption agent shall, upon
demand, pay over to the Corporation the balance of such amount so deposited.
Thereupon, such transfer agent or other redemption agent shall be relieved of
all responsibility to the holders thereof and the the sole right of such holders
shall be as general creditors of the Corporation. To the extent that shares of
Series G-2 Preferred Stock called for redemption are converted into Common Stock
prior to the Redemption Date, the amount deposited by the Corporation to redeem
such shares shall immediately be returned to the Corporation. Any interest
accrued on any funds so deposited shall belong to the Corporation, and shall be
paid to it from time to time on demand.
7. Distribution of Reclassification of Series G-2 Preferred Stock In the Event
of Distribution or Reclassification of Common Stock or Class B Common
Stock; Adjustment of Conversion Ratio.
(a) In the event the Corporation shall at any time after the issuance of
Series G-2 Preferred Stock pay a dividend or make a distribution in shares of
Common Stock or Class B Common Stock or subdivide or reclassify its outstanding
shares of Common Stock or Class B Common Stock into a greater number of shares
of Common Stock or Class B Common Stock, respectively, then a proportionate
dividend, distribution, subdivision or reclassification of the outstanding
Series G-2 Preferred Stock shall also be effected, as of the effective date of
the applicable distribution or adjustment with respect to the Common Stock or
Class B Common Stock. In such event, the Redemption Price per share specified
in these provisions shall be reduced proportionately as to all shares of Series
G-2 Preferred Stock outstanding or thereafter issued and the annual dividend per
share specified in these provisions shall be adjusted as provided in paragraph
4.
(b) In the event the outstanding Common Stock or Class B Common Stock of
the Corporation is hereafter combined into a smaller number of shares, then the
rate of conversion only, specified herein, shall be adjusted proportionately.
8. Relative Rights of Preferred Stock.
So long as any of the Series G-2 Preferred Stock is outstanding the
Corporation will not:
(i) Declare, or pay, or set apart for payment, any dividends (other than
dividends payable in stock ranking junior to the Series G-2 Preferred Stock as
to dividends and upon liquidation) or make any distribution in cash or other
property on any other class or series of stock of the Corporation ranking junior
to the Series G-2 Preferred Stock either as to dividends or upon liquidation and
will not redeem, purchase or otherwise acquire, any shares of any such junior
class or series if at the time of making such declaration, payment,
distribution, redemption, purchase or acquisition the Corporation shall be in
default with respect to any dividend payable on, or any obligation to retire
shares of, Series G-2 Preferred Stock, provided that, notwithstanding the
foregoing, the Corporation may at any time redeem, purchase or otherwise acquire
shares of stock of any such junior class in exchange for, or out of the net cash
proceeds from the sale of, other shares of stock of any junior class or series;
or
(ii) Without the affirmative vote or of the holders of two-thirds of all
the Series G-2 Preferred Stock at the time outstanding, given in person or by
proxy, by resolution adopted at an annual or special meeting called for the
purpose, at which the holders of the shares of this series shall vote separately
as a class, (A) authorize, create or issue, or increase the authorized or issued
amount, of any class or series of stock ranking prior to the Series G-2
Preferred Stock either as to dividends or upon liquidation; or (B) amend, alter
or repeal any of the provisions of the Corporation's Certificate of
Incorporation, Bylaws or Certificate of Designations, Preferences and Rights of
the Series G-2 Preferred Stock, so as to materially and adversely affect the
preferences, rights, privileges or powers of the Series G-2 Preferred Stock;
provided, however, that any increase in the authorized Preferred Stock or in the
creation and issuance of other series of Preferred Stock ranking on a parity
with the Series G-2 Preferred Stock shall not be deemed to materially and
adversely affect such preferences, rights, privileges or powers.
9. Status.
Shares of this series which have been converted into Common Stock or which
have been issued and acquired in any manner by the Corporation (excluding, until
the Corporation electes to retire them, shares which are held as treasury shares
but including shares redeemed and shares purchased and retired) shall, upon
compliance with any applicable provisions of the laws of the State of Delaware,
have the status of authorized and unissued shares of Preferred Stock and may be
reclassified and reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors or as part of any
series of Preferred Stock other than this series, all subject to the conditions
and restrictions on issuances set forth in any resolution or resolutions adopted
by the Board of Directors providing for the issue of any series of Preferred
Stock.
10. Priority.
The Series B, D, E, and G Preferred Stock of the Corporation heretofore
authorized by the Board of Directors of the Corporation shall rank on a parity
with, and the Common Stock and Class B Common Stock of the Corporation shall
rank junior to, the Series G-2 Preferred Stock as to dividends and upon
liquidation.
11. Certain Definitions.
(a) For the purposes of these provisions the terms "Common Stock" and
"Class B Common Stock" mean the Common Stock of the Corporation, $1.00 par
value, and the Class B Common Stock of the Corporation, $1.00 par value, as the
same exist as of the original date of issue of the Series G Preferred Stock or
as such stock may be reconstituted from time to time.
(b) As used in these provisions, the term "Market Price" on any day shall
mean the reported last sales price on such day or, in case no such sale takes
place on such day, the average of the reported closing bid and asked prices, in
each case on the New York Stock Exchange, or, if the Common Stock is not listed
or admitted to trading on such Exchange, on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or, if not
listed or admitted to trading on any national securities exchange, then the
average of the closing bid and asked prices of the Common Stock in the over-the-
counter market as reported on NASDAQ or a similar reporting service; and the
term "Trading Day" shall mean a date on which the New York Stock Exchange (or
any Successor to such Exchange) is open for the transaction of business.
DESIGNATIONS, PREFERENCES AND RIGHTS
OF 8 3/4% SERIES H CUMULATIVE PREFERRED STOCK
1. Designation; Number of Shares; Stated Value.
Five million (5,000,000) shares of Preferred Stock shall be designated 8
3/4% Series H Cumulative Preferred Stock (hereinafter sometimes referred to as
the "Series H Preferred Stock" or as this "Series"). Shares of this Series
shall have a stated value of $25.00 per share.
2. Dividends.
(a) The holders of shares of Series H Preferred Stock shall be entitled to
receive cumulative cash dividends, when and as declared by the Board of
Directors out of funds legally available therefor, at a rate of 8 3/4% per annum
of the stated value per share thereof and no more, before any dividend or
distribution in cash or other property (other than dividends payable in stock
ranking junior to the Series H Preferred Stock as to dividends and upon
liquidation, dissolution or winding-up) on any class or series of stock of the
Corporation ranking junior to the Series H Preferred Stock as to dividends or
upon liquidation, dissolution or winding-up shall be declared or paid or set
apart for payment.
(b) Dividends on the Series H Preferred Stock shall be payable, when and
as declared by the Board of Directors, on January 1, April 1, July 1 and October
1 of each year, commencing January 1, 1992 (each such date being hereinafter
individually a "Dividend Payment Date" and collectively the "Dividend Payment
Dates"), except that if such date is a Saturday, Sunday or legal holiday then
such dividend shall be payable on the first immediately preceding calendar day
which is not a Saturday, Sunday or legal holiday, to holders of record as they
appear on the books of the Corporation on such respective dates, not exceeding
60 days preceding such Dividend Payment Date, as may be determined by the Board
of Directors in advance of the payment of each particular dividend. Dividends
in arrears may be declared and paid at any time, without reference to any
regular Dividend Payment Date, to holders of record on such date as may be fixed
by the Board of Directors of the Corporation. The amount of dividends payable
per share of this Series for each dividend period shall be computed by dividing
by four the 8 3/4% annual rate and multiplying the resulting rate by $25.00.
Dividends payable on this Series for the initial dividend period and for any
period less than a full quarterly period shall be computed on the basis of a
360-day year of twelve 30-day months.
(c) Dividends on the Series H Preferred Stock shall be cumulative and
accrue from and after the date of original issuance thereof, whether or not
declared by the Board of Directors. Accruals of dividends shall not bear
interest.
(d) No dividend may be declared on any other class or series of stock
ranking on a parity with the Series H Preferred Stock as to dividends in respect
of any dividend period unless there shall also be or have been declared on the
Series H Preferred Stock like dividends for all quarterly periods coinciding
with or ending before such quarterly period, ratably in proportion to the
respective annual dividend rates fixed therefor.
3. Redemption.
The Corporation shall have the right to redeem shares of this Series
pursuant to the following provision:
(a) The Corporation shall not have any right to redeem shares of this
Series prior to the fifth anniversary of the date of the original issuance of
shares of this Series. On and after such fifth anniversary of the date of
original issuance, the Corporation shall have the right, at its sole option and
election, to redeem some or all of the shares of this Series, at any time and
from time to time, at a redemption price of $25.00 per share, plus an amount
equal to all accrued and unpaid dividends and distributions thereon (such sum
being hereinafter referred to as the "redemption price"), whether or not
declared, to the date fixed by the Board for redemption (the "redemption date").
In the case of the redemption of a part only of the shares of this Series
at the time outstanding, the shares of this Series to be so redeemed shall be
selected by lot, pro rata (as nearly as may be practicable), or in such other
equitable manner as the Board of Directors may determine.
(b) Notice of any redemption pursuant to this paragraph 3 shall be mailed
at least 30, but not more than 60, days in advance of the redemption date to the
holders of record of shares of this Series so to be redeemed at their respective
addresses as the same shall appear on the books of the Corporation. In order to
facilitate the redemption of shares of this Series, the Board of Directors may
fix a record date for the determination of holders of shares of this Series to
be redeemed not more than 60 days prior to the redemption date. Each such
notice shall state: (1) the redemption date; (2) the number of shares of this
Series to be redeemed and, if less than all the shares held by such holder are
to be redeemed, the number of such shares to be redeemed from such holder; (3)
the redemption price; (4) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; and (5) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date. If less than all the shares represented by any such surrendered
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares.
(c) The Corporation shall, on or prior to the date fixed for redemption of
any shares, but not earlier than 45 days prior to the date fixed for redemption,
deposit with its transfer agent or other redemption agent selected by the Board
of Directors of the Corporation, as a trust fund, a sum sufficient to redeem the
shares called for redemption, with irrevocable instructions and authority to
such transfer agent or other redemption agent to give or complete the notice of
redemption thereof and to pay to the respective holders of such shares, as
evidenced by a list of such holders certified by an officer of the Corporation,
the redemption price upon surrender of their respective share certificates.
Such deposit shall be deemed to constitute full payment of such shares to their
holders; and from and after the date of such deposit, notwithstanding that any
certificates for such shares shall not have been surrendered for cancellation,
the shares represented thereby shall no longer be deemed outstanding, the rights
to receive dividends and distributions shall cease to accrue from and after the
redemption date, and all rights of the holders of the shares of Series H
Preferred Stock called for redemption, as stockholders of the Corporation with
respect to such shares, shall cease and terminate, except the right to receive
the redemption price, without interest, upon the surrender of their respective
certificates. In case the holders of any shares shall not, within six years
after such deposit, claim the amount deposited for redemption thereof, such
transfer agent or other redemption agent shall, upon demand, pay over to the
Corporation the balance of such amount so deposited. Thereupon, such transfer
agent or other redemption agent shall be relieved of all responsibility to the
holders thereof and the sole right of such holders shall be as general creditors
of the Corporation. Any interest accrued on any funds so deposited shall belong
to the Corporation, and shall be paid to it from time to time on demand.
4. Voting.
The shares of this Series shall not have any voting powers either general
or special, except as set forth in this Certificate of Designations, Preferences
and Rights, in the Corporation's Restated Certificate of Incorporation, or as
otherwise provided by law.
5. Liquidation Rights.
Upon the dissolution, liquidation or winding-up of the Corporation, whether
voluntary or involuntary, the holders of the shares of this Series shall be
entitled to receive, before any payment or distribution of the assets of the
Corporation or proceeds thereof (whether capital or surplus) shall be made to or
set apart for the holders of the Common Stock, Class B Common Stock or any other
class or series of stock ranking junior to the shares of this Series upon
liquidation, the amount of $25.00 per share, plus a sum equal to all dividends
on such shares (whether or not earned or declared) accrued and unpaid thereon to
the date of final distribution, but such holders shall not be entitled to any
further payment. If, upon any liquidation, dissolution or winding-up of the
Corporation, the assets of the Corporation, or proceeds thereof, distributable
among the holders of shares of the Series H Preferred Stock and any other class
or series of Preferred Stock ranking on a parity with the Series H Preferred
Stock as to payments upon liquidation, dissolution or winding-up shall be
insufficient to pay in full the preferential amount aforesaid, then such assets
or the proceeds thereof, shall be distributed among such holders ratably in
accordance with the respective amounts which would be payable on such shares if
all amounts payable thereon were paid in full. For the purposes of this
paragraph 5, the voluntary sale, conveyance, lease, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all the property or assets of the Corporation to, or a
consolidation or merger of the Corporation with, one or more other corporations
(whether or not the Corporation is the corporation surviving such consolidation
or merger) shall not be deemed to be a liquidation, dissolution or winding-up,
voluntary or involuntary.
6. No Purchase, Retirement or Sinking Fund.
The shares of this Series shall not be subject to the operation of any
purchase, retirement or sinking fund.
7. Status.
Shares of this Series which have been issued and reacquired in any manner
by the Corporation (excluding, until the Corporation elects to retire them,
shares which are held as treasury shares, but including shares redeemed, and
shares purchased and retired) shall, upon compliance with any applicable
provisions of the General Corporation Law of the State of Delaware, have the
status of authorized and unissued shares of Preferred Stock and may be reissued
as a part of this Series or as part of a new series of Preferred Stock to be
established by the Board of Directors or as part of any other series of
Preferred Stock the terms of which do not prohibit such reissue.
8. Priority.
The Series A, B, C, D, E, F and G Preferred Stock of the Corporation as
presently designated and heretofore authorized by the Board of Directors of the
Corporation shall rank on a parity with, and the Common Stock (including Class B
Common Stock) of the Corporation shall rank junior to, the Series H Preferred
Stock as to dividends and upon liquidation.
9. Special Rights on Default.
(a) If at any time the Corporation shall have failed to pay dividends in
full on the Series H Preferred Stock, thereafter and until dividends in full,
including all accumulated and unpaid dividends to the next preceding Dividend
Payment Date on the Series H Preferred Stock outstanding, shall have been
declared and set apart for payment or paid: (i) the Corporation shall not redeem
less than all the Series H Preferred Stock at such time outstanding, and (ii)
neither the Corporation nor any subsidiary shall purchase or otherwise acquire
any Series H Preferred Stock except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of Series H Preferred Stock upon such terms as the Board of Directors in
their sole discretion, after consideration of the annual dividend rate and other
rights and preferences of this Series, shall determine (which determination
shall be final and conclusive) will result in fair and equitable treatment to
all stockholders of the Corporation, provided that nothing shall prevent the
Corporation from completing the purchase or redemption of shares of Series H
Preferred Stock for which a purchase contract was entered into, or notice of
redemption of which was initially given, prior to such default.
(b) Whenever, at any time or times, dividends payable on the shares of
this Series shall be in arrears in an amount equal to at least six full
quarterly dividends, whether or not consecutive, on the shares of this Series at
the time outstanding, the holders of the outstanding shares of this Series shall
have the right, voting separately as a class with holders of shares of any one
or more other series of Preferred Stock ranking on a parity with this Series
either as to dividends or the distribution of assets upon liquidation,
dissolution or winding-up and upon which like voting rights have been conferred
and are exercisable (collectively, this Series and such other series of
Preferred Stock, the "Voting Preferred Class"), to elect two directors of the
Corporation at the Corporation's next annual meeting of stockholders and at each
subsequent annual meeting of stockholders. At elections for such directors, the
presence, in person or by proxy, of the holders of a majority of the outstanding
shares of the Voting Preferred Class shall be required and be sufficient to
constitute a quorum of such class for the election of such directors. At
elections for such directors or adjournments thereof, (1) the absence of a
quorum of the Voting Preferred Class shall not prevent the election of the
directors to be elected otherwise than pursuant to this subparagraph (b), and
the absence of a quorum of stock other than the Voting Preferred Class shall not
prevent the election of the directors to be elected pursuant to this
subparagraph (b), and (2) in the absence of such quorum either of the Voting
Preferred Class or of the stock other than the Voting Preferred Class, or both,
a majority of the holders, present in person or by proxy, of the class or
classes of stock which lack a quorum shall have the power to adjourn the meeting
for the election of directors whom they are entitled to elect, from time to time
without notice other than announcement at the meeting, until a quorum shall be
present. At elections for such directors, each holder of this Series shall be
entitled to one vote for each share held (the holders of shares of any other
series included in the Voting Preferred Class being entitled to such number of
votes, if any, for each share of stock held as may be granted to them). Upon
the vesting of such right of the holders of this Series, the maximum authorized
number of members of the Board of Directors shall automatically be increased by
two and the two vacancies so created shall be filled by vote of the holders of
the outstanding shares of this Series (together with the holders of shares of
any one or more other series of Preferred Stock included in the Voting Preferred
Class) as hereinafter set forth. The right of the holders of this Series,
voting separately as a class to elect (together with the holders of shares of
any one or more other series of Preferred Stock included in the Voting Preferred
Class) members of the Board of Directors of the Corporation as aforesaid shall
continue until such time as all dividends in arrears on this Series shall have
been paid in full, at which time such right shall immediately terminate, except
as herein or by law expressly provided, subject to revesting in the event of
each and every subsequent default of the character above mentioned.
Each director elected by the holders of shares of this Series shall
continue to serve as such director until such time as all dividends in arrears
on this Series shall have been paid in full, at which time the term of office of
all persons elected as directors by the holders of shares of this Series shall
immediately terminate and the number of members of the Board of Directors of the
Corporation shall be reduced accordingly. If the office of any director elected
by the holders of this Series voting as a class becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, the remaining director elected by the holders of this Series voting
as a class may choose a successor who shall hold office for the unexpired term
in respect of which such vacancy occurred. Whenever the term of office of the
directors elected by the holders of this Series voting as a class shall end and
the special voting powers vested in the holders of this Series as provided in
this subparagraph (b) shall have expired, the number of directors shall be such
number as may be provided for in the By-Laws irrespective of any increase made
pursuant to the provisions of this subparagraph (b).
10. Relative Rights of Series H Preferred Stock.
So long as any of the Series H Preferred Stock is outstanding, the
Corporation will not:
(a) Declare, or pay, or set apart for payment, any dividends (other than
dividends payable in stock ranking junior to the Series H Preferred Stock as to
dividends and upon liquidation, dissolution or winding-up) or make any
distribution in cash or other property on any other class or series of stock of
the Corporation ranking junior to the Series H Preferred Stock either as to
dividends or upon liquidation, dissolution or winding-up and will not redeem,
purchase or otherwise acquire any shares of any such junior class or series if
at the time of making such declaration, payment, distribution, redemption,
purchase or acquisition the Corporation shall be in default with respect to any
dividend payable on, or any obligation to retire shares of, Series H Preferred
Stock; and
(b) Without the affirmative vote or consent of the holders of at least 66-
2/3% of all the Series H Preferred Stock at the time outstanding, given in
person or by proxy, either in writing or by resolution adopted either at an
annual meeting or special meeting called for the purpose, the holders of this
Series consenting or voting separately as a class, (i) authorize, create, or
issue, or increase the authorized or issued amount, of any class or series of
stock ranking prior to the Series H Preferred Stock, either as to dividends or
upon liquidation, dissolution or winding-up or (ii) amend, alter or repeal
(whether by merger, consolidation or otherwise) any of the provisions of the
Corporation's Restated Certificate of Incorporation, or of the Certificate of
Designations, Preferences and Rights of the Series H Preferred Stock, so as to
materially and adversely affect the preferences, special rights, privileges or
powers of the Series H Preferred Stock; provided, however, that any increase in
the authorized Preferred Stock or the creation and issuance of other series of
Preferred Stock ranking on a parity with or junior to the Series H Preferred
Stock shall not be deemed to materially and adversely affect such preferences,
rights, privileges or powers.
FIFTH: The number of directors of the Corporation shall be fixed from time to
time by, or in the manner provided in, its by-laws and may be
increased or decreased as therein provided, but in no event shall the
number of directors of the Corporation be less than five nor more than
eighteen. The directors shall be classified with respect to the time
for which they shall severally hold office by dividing them as equally
as the total number of directors will permit into three classes, and
all directors shall hold office until their successors are elected and
qualified. The term of service of each class of directors shall be
three years or until the third annual meeting of the shareholders
following the election of the class. The terms of service of each
class of directors shall expire in successive years. At each annual
meeting of the shareholders, successors to the class of directors
whose terms then expire shall be elected to serve for the full term of
three years or until the third annual meeting of shareholders
following their election. For purposes of the annual meeting of
shareholders to be held in 1978, the current classification of
directors shall continue and only that class of directors whose term
expires at that meeting shall be elected. At each succeeding annual
meeting of shareholders, the shareholders shall elect directors only
of the class whose terms then expire.
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatsoever.
EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized, subject
to the protective conditions or restrictions of any outstanding
series of Preferred Stock fixed by the Board of Directors
pursuant to the authority conferred upon the Board of Directors
by Article Fourth of this Certificate of Incorporation and
Section 151 of Title 8 of the Delaware Code:
1. To make, alter or repeal the By-laws of the Corporation.
2. To authorize and cause to be executed mortgages and liens on
the real and personal property of the Corporation.
3. To set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in
which it was created.
4. By a majority of the whole Board, to designate one or more
committees, each committee to consist of two or more of the
Directors of the Corporation. The Board may designate one
or more Directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting
of the committee. Any such committee, to the extent
provided in the resolution or in the By-laws of the
Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of
the Corporation to be affixed to all papers which may
require it; provided, however, the By-laws may provide that
in the absence or disqualification of any member of such
committee or committees the member or members thereof
present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent or
disqualified member.
5. Subject to the provisions of Article Fourteenth of this
Certificate of Incorporation, when and as authorized by the
affirmative vote of the holders of a majority of the stock
issued and outstanding having voting power given at a
stockholders meeting duly called upon such notice as is
required by statute, or when authorized by the written
consent of the holders of a majority of the voting stock
issued and outstanding, to sell, lease or exchange all or
substantially all of the property and assets of the
Corporation, including its goodwill and its corporate
franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of
money or property including shares of stock in, and/or other
securities of any other corporation or corporations, as its
Board of Directors shall deem expedient and for the best
interests of the Corporation.
NINTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may on the
application in a summary way of this Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three-
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case
may be, agree to any compromise or arrangement and to any
reorganization of this Corporation as consequence of such compromise
or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, the binding on all the creditors or class
of creditors, and/or on all the stockholders or class of stockholders,
of this Corporation, as the case may be, and also on this Corporation.
TENTH: Meetings of stockholders and of the Board of Directors may be held
within or without the State of Delaware, as the By-laws may provide.
The books of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of
Directors or in the By-laws of the Corporation. Elections of
Directors need not be by written ballot unless the By-laws of the
Corporation shall so provide.
ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
TWELFTH: 1. No contract or transaction between the Corporation and one or
more of its Directors or officers, or between the Corporation and
any other corporation, partnership, association or other
organization in which one or more of its Directors or officers
are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the
Director or officer is present at or participates in the meeting
of the Board or committee thereof which authorizes the contract
or transaction, or solely because his or their votes are counted
for such purpose, if:
(a) The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the Board of Directors
or the committee, and the Board or committee in good faith
authorizes the contract or transaction by a vote sufficient for
such purpose without counting the vote of the interested Director
or Directors; or
(b) The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders;
or
(c) The contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders.
Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of
a committee which authorizes the contract or transaction.
THIRTEENTH: 1. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had
no reasonable cause to believe this conduct was unlawful.
The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
2. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a Director, officer, employee
or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including
attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by him/her in connection with the
defense or settlement of such action or suit if he/she acted
in good faith and in a manner he/she reasonably believed to
be in or not opposed to the best interests of the
Corporation and except that no such indemnification shall be
made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or
suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
3. To the extent that any person referred to in paragraphs 1
and 2 of this Article Thirteenth has been successful on the
merits or otherwise in defense of any action, suit or
proceeding referred to therein or in defense of any claim,
issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
4. Any indemnification under paragraphs 1 and 2 of this Article
Thirteenth, (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the Director, officer,
employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in
paragraphs 1 and 2 of this Article Thirteenth. Such
determination shall be made (a) by the Board of Directors by
a majority vote of a quorum (as defined in the By-laws of
the Corporation) consisting of Directors who were not
parties to such action, suit or proceeding, or (b) if such
quorum is not obtainable, or, even if obtainable a quorum of
disinterested Directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.
5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding
in the manner provided in paragraph 4 of this Article
Thirteenth upon receipt of an undertaking by or on behalf of
the Director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he/she is
not entitled to be indemnified by the Corporation as
authorized in this Article Thirteenth.
6. The indemnification and advancement of expenses provided by,
or granted pursuant to other section of this Article
Thirteenth shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of
expenses may be entitled under any statute, by-law,
agreement, vote of stockholders or disinterested Directors
or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.
7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this Article Thirteenth.
8. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article Thirteenth shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Any repeal or modification of this Article Thirteenth shall
not adversely affect any right to indemnification or
advancement of expenses of any present or former director,
officer, employee or agent of the Corporation existing at
the time of such repeal or modification.
9. For purposes of this Article Thirteenth, references to the
"Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article Thirteenth,
with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if
its separate existence had continued.
10. For purposes of this Article Thirteenth, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving
at the request of the Corporation" shall include any service as a
director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to
in this Article Thirteenth.
11. If this Article Thirteenth or any portion hereof is invalidated
by any court of competent jurisdiction, then the corporation
shall nevertheless provide such indemnification and advancement
of expenses as would otherwise be permitted under any portion of
this Article Thirteenth that shall not have been invalidated.
FOURTEENTH: A. Except as set forth in part 2 of this Article Fourteenth,
the affirmative vote or consent of the holders of 80% of the
outstanding shares of all classes of stock of the
Corporation entitled to vote in elections of directors,
considered for the purposes of this Article Fourteenth as
one class, shall be required:
(i) for the adoption of any agreement for the merger or
consolidation of the Corporation with or into any Other
Corporation (as hereinafter defined), or
(ii) to authorize any sale, lease, exchange, mortgage,
pledge or other disposition of all, or substantially
all, or any Substantial Part (as hereinafter defined)
of the assets of the Corporation or any Subsidiary (as
hereinafter defined) to any Other Corporation, or
(iii) to authorize the issuance or transfer by the
Corporation of any Substantial Amount (as hereinafter
defined) of securities of the Corporation in exchange
for the securities or assets of any Other Corporation
if, in any such case, as of the record date for the
determination of stockholders entitled to notice thereof and
to vote thereon or consent thereto such Other Corporation is
the Beneficial Owner (as hereinafter defined) of more than
10% of the outstanding shares of stock of the Corporation
entitled to vote in elections of directors considered for
the purposes of this Article Fourteenth as one class. Such
affirmative vote or consent shall be in addition to the vote
or consent of the holders of the stock of the Corporation
otherwise required by law, this Certificate of Incorporation
or any agreement or contract to which the Corporation is a
party.
B. The provisions of part 1 of this Article Fourteenth shall
not be applicable to any transaction described therein if
such transaction is approved by resolution of the Board of
Directors of the Corporation, provided that (a) a majority
of the members of the Board of Directors voting for the
approval of such transaction were duly elected and acting
members of the Board of Directors prior to the time such
Other Corporation shall have become a Beneficial Owner of
more than 10% of the shares of stock of the Corporation
entitled to vote in elections of directors; or (b) such
transaction is approved by resolution unanimously adopted by
the whole Board of Directors of the Corporation at any time
prior to the consummation thereof.
C. The Board of Directors shall have the power and duty to
determine for the purposes of this Article Fourteenth, on
the basis of information known to such Board, if and when
any Other Corporation is the Beneficial Owner of more than
10% of the outstanding shares of stock of the Corporation
entitled to vote in elections of directors, and any such
determination shall be conclusive and binding for all
purposes of this Article Fourteenth.
D. As used in Article Fourteenth, the following terms have the
meanings as set forth below:
"Other Corporation" means any person,
firm, corporation or other entity, other
than a subsidiary of the Corporation.
"Substantial Part" means any assets
having a then fair market value, in the
aggregate, of more than $5,000,000.
"Subsidiary" means any corporation in
which the Corporation owns, directly or
indirectly, more than 50% of the voting
securities.
"Substantial Amount" means any
securities of the Corporation having a
then fair market value of more than
$5,000,000.
"Beneficial Owner" of stock means a
person, or an affiliate or "associate"
of such person (as such terms are
defined in Rule 12b-2 of the General
Rules and Regulations under the
Securities Exchange Act of 1934 as in
effect on February 1, 1978), who
directly or indirectly controls the
voting of such stock, or who has any
option, warrants, conversion or other
rights to acquire such stock.
FIFTEENTH: In addition to any separate class vote, if any, which may be
required by law, the affirmative vote of the holders of 80% of
the outstanding shares of all classes of stock of the Corporation
entitled to vote in the election of directors, such outstanding
shares of stock to be considered as one class, shall be required
in order to amend or repeal any of the provisions of Article
Fourteenth or subsection 5 of Article Eighth of the Certificate
of Incorporation. The affirmative vote of the holders of 66-2/3%
of the outstanding shares of all classes of stock of the
Corporation entitled to vote in the election of directors, such
outstanding shares of stock to be considered as one class, shall
be required in order to amend or repeal any of the provisions of
Article Fifth of the Certificate of Incorporation. The same
respective stockholder vote requirements prescribed by the
foregoing provisions of this Article Fifteenth shall also be
required, respectively, in order to amend or repeal the
respective foregoing provisions of this Article Fifteenth
prescribing such stockholder vote requirement.
SIXTEENTH: (a) The provisions of this Article Sixteenth shall apply
independently of any other provision of this Certificate of
Incorporation if any Other Corporation (as hereinafter defined)
seeks to accomplish a Business Combination (as hereinafter
defined) within the ten year period following the date the Other
Corporation became an Acquiring Entity (as hereinafter defined).
(b) (1) As used in Article Sixteenth, the following terms shall have
the meanings as set forth below:
"Acquiring Entity" means any Other
Corporation which is, and for fewer than
ten years has been, the Beneficial Owner
of more than 10% of the outstanding
shares of stock of the Corporation
entitled to vote in elections of
directors, considered for the purposes
of this paragraph as one class.
"Affiliate" or "Associate" of a person
have the same meaning as is assigned to
such terms under Rule 12b-2 of the
General Rules and Regulations (the
"Regulations") under the Securities
Exchange Act of 1934 as in effect on
March 1, 1983.
"Beneficial Owner" of stock means a
person, or an Affiliate or Associate of
such person, who is a "beneficial owner"
of stock, as such term is defined under
Rule 13d-3 of the Regulations as in
effect on March 1, 1983, except that,
without limitation, any shares of voting
stock of the Corporation that any
Acquiring Entity, or any Affiliate or
Associate of such Acquiring Entity, has
the right to acquire pursuant to any
agreement, or upon exercise of
conversion rights, warrants or options,
or otherwise, shall be deemed
beneficially owned by the Acquiring
Entity.
"Business Combination" means any
transaction described in part A. of
Article Fourteenth.
"Continuing Director" means a director
duly elected to the Board of Directors
prior to the time the Other Corporation
became an Acquiring Entity, and the term
"Outside Director" shall mean a director
who is not (a) an officer or employee of
the Corporation or any relative of an
officer or employer or (b) an Acquiring
Entity, or an officer, director,
employee, Affiliate or Associate of an
Acquiring Entity, or a relative of any
of the foregoing.
"Other Corporation" shall have the same
meaning as set forth in part D. of
Article Fourteenth.
(2) For the purposes of this Article Sixteenth, the Board of
Directors shall have the power and duty to determine, on the
basis of information known to such Board, if and when any
Other Corporation is or has become an Acquiring Entity. Any
such determination shall be conclusive and binding for all
purposes of this Article Sixteenth.
(c) Except as set forth in part (d) of this Article Sixteenth, the
affirmative vote of the holders of 66-2/3% of all classes of
stock of the Corporation entitled to vote in elections of
directors, considered for this purpose as one class, excluding
stock of which the Acquiring Entity is the Beneficial Owner,
shall be required for approval of any Business Combination with
an Other Corporation unless all of the following conditions are
fulfilled.
(1) The cash or fair market value or other consideration to be
received per share by common stockholders of the Corporation
in such Business Combination will not, at the time the
Business Combination is effected, be less than the greater
of:
(A) the highest per share price (including brokerage
commissions and/or soliciting dealers' fees) paid by
the Acquiring Entity in acquiring any of it holdings of
the Corporation's Common Stock; or
(B) an amount bearing a percentage relationship to the
market price of the Corporation's Common Stock
immediately prior to the public announcement of such
Business Combination equal to the highest percentage
relationship that any per share price (including
brokerage commissions and/or soliciting dealers' fees)
theretofore paid by the Acquiring Entity for any of its
holdings of the Corporation's Common Stock bore to the
market price of such Common Stock immediately prior to
the transaction resulting in the acquisition of such
Common Stock; or
(C) the book value of the Corporation's Common Stock as of
the end of the most recent calendar quarter determined
in accordance with generally accepted accounting
principles; or
(D) an amount calculated by multiplying the earnings per
share of the Corporation's Common Stock for the four
fiscal quarters immediately preceding the record date
for determination of stockholders entitled to vote on
such Business Combination by the then price earnings
multiple of the Acquiring Entity as customarily
computed and reported in the financial press.
Appropriate adjustments shall be made with respect to
(A), (B), (C) and (D) above for recapitalizations and
for stock splits, stock dividends, and like
distributions. For purposes of subparagraph (c)(1) of
this Article Sixteenth, the term "other consideration
to be received" shall include, without limitation,
capital stock of this Corporation retained by its
existing public stockholders in the event of a Business
Combination in which this Corporation is the surviving
corporation.
(2) After the Other Corporation has become an Acquiring Entity:
(A) the Corporation's Board of Directors shall have
included at all times representation by one or more
Continuing Directors unless the lack of such
representation results entirely from either death or
normal retirement under retirement policies in effect
prior to the time the Other Corporation became an
Acquiring Entity; and
(B) there shall have been no reduction in the rate of
dividends payable on the Corporation's Common Stock
except as required by law or as may be necessary to
insure that the Corporation is not in breach of any
covenant in any of its agreements for borrowed money,
or except as may have been approved by a majority vote
of the Continuing Directors; and
(C) such Acquiring Entity shall not have acquired any newly
issued shares of stock, directly or indirectly, from
the Corporation (except upon conversion of convertible
securities acquired by it prior to becoming an
Acquiring Entity or as a result of a pro rate stock
dividend or stock split, or except with the approval of
a majority vote of the Continuing Directors).
(3) Without the approval of a majority vote of the Continuing
Directors, such Acquiring Entity shall not have (i) received
the benefit directly or indirectly (except proportionately
as a stockholder) of any loans, advances, guarantees,
pledges or other financial assistance provided by the
Corporation, or (ii) made any major change in the
Corporation's business or equity capital structure.
(4) A timely mailing shall have been made to the stockholders of
this Corporation containing in a prominent place (i) any
recommendations as to the advisability (or inadvisability)
of the Business Combination that the Continuing Directors or
Outside Directors may choose to state, if there are at the
time any such directors, and (ii) the opinion of a reputable
nationally recognized investment banking or financial
services firm as to the fairness (or not) of the terms of
the Business Combination, from the point of view of the
stockholders of this Corporation other than the Acquiring
Entity (such firm to be engaged solely on behalf of such
other stockholders, to be paid a reasonable fee for its
services by this Corporation upon receipt of such opinion,
to be a firm that has not previously been significantly
associated with the Acquiring Entity and, if there are at
the time any such directors, to be selected by a majority of
the Continuing Directors and Outside Directors).
(d) The provisions of part (c) of this Article Sixteenth shall not be
applicable to any Business Combination if: (i) such transaction
is approved by resolution unanimously adopted by the whole Board
of Directors of the Corporation at any time prior to the
consummation thereof; or (ii) the Business Combination is solely
between this Corporation and another corporation, 50% or more of
the voting stock of which is owned by this Corporation and none
of which is owned by the Acquiring Entity; provided that if this
Corporation is not the surviving entity, each stockholder of this
Corporation receives the same type of consideration in such
transaction in proportion to his stockholdings and the provisions
of this Article Sixteenth of the Corporation's Certificate of
Incorporation are continued in effect or adopted by such
surviving corporation as part of its articles of incorporation or
certificate of incorporation, as the case may be, without any
charge.
(e) In connection with a proposed Business Combination, the
Continuing Directors may retain special outside legal counsel, an
investment banking firm, an accounting firm, and such other
experts that they, in their discretion, may deem necessary or
appropriate to assist them in their evaluation of the
transaction, all at the expense of the Corporation.
(f) In addition to any other provision of this Certificate of
Incorporation, there shall be required to amend, alter, change or
repeal any of the provisions of this Article Sixteenth the
affirmative vote of the holders of 66-2/3% of all classes of
stock of the Corporation entitled to vote in elections of
directors, considered for this purpose as one class, excluding
stock of which an Acquiring entity, if any, is the Beneficial
Owner.
(g) Nothing contained in this Article Sixteenth shall be construed to
relieve an Acquiring Entity from any fiduciary obligation imposed
by law. The conditions and voting requirements of this Article
Sixteenth shall be in addition to the conditions and voting
requirements imposed by law or other provisions of this
Certificate of Incorporation, including, without limitation,
Article Fourteenth.
SEVENTEENTH: No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for any
breach of fiduciary duty as a director; provided, however, that
this Article Seventeenth shall not eliminate or limit the
liability of a director (1) for any breach of the director's duty
of loyalty to the Corporation or its shareholders, (2) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 174
of the General Corporation Law of the State of Delaware, or (4)
for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of the State of
Delaware is amended after approval by the shareholders of the
Corporation of this provision to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so
amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any
right or protection of a director of the Corporation existing at
the time of such repeal or modification.
IN WITNESS WHEREOF, said Old Republic International Corporation has caused
this Restated Certificate of Incorporation to be signed and executed by its
President and attested by its Secretary.
OLD REPUBLIC INTERNATIONAL CORPORATION
By:___________________________________
President
Attest:
____________________________
Secretary
(Corporate Seal)
OLD REPUBLIC INTERNATIONAL CORPORATION
AMENDED AND RESTATED BY-LAWS AUGUST 1993
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dover,
County of Kent, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Chicago, State of Illinois, at such place
as may be fixed from time to time by the board of directors, or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of the shareholders shall be held on the
last Friday of June, if not a legal holiday, then on the next secular day
preceding at 3:00 p.m., or on such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting, at which they shall elect the class of the board of directors to be
elected, and transact such other business as may properly be brought before the
meetings.
Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting; during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the meeting
is called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period.
Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, by any provision of the statutes, the meeting and vote of stockholders
may be dispensed with if all of the stockholders who have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken, or if the certificate of incorporation authorized
the action to be taken with the written consent of the holders of less than all
of the stock who would have been entitled to vote upon the action if a meeting
were held, then on the written consent of the stockholders having not less than
such percentage of the number of votes as may be authorized in the certificate
of incorporation; provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote required by
statute for the proposed corporate action, and provided that prompt notice must
be given to all stockholders of the taking of corporate action without a meeting
by less than unanimous written consent.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be at least nine (9) but no more than fifteen (15). The directors
shall be classified with respect to the time for which they shall severally hold
office by dividing them as equally as the total number of directors will permit
into three classes, and all directors shall hold office until their successors
are elected and qualified. The directors of class one shall be elected for a
term expiring at the first annual meeting, the directors of class two for a term
expiring at the second annual meeting, and the directors of class three for a
term expiring at the third annual meeting. At each annual meeting the
successors to the class of directors whose terms then expire shall be elected to
hold office for a term of three years, so that the term of office of one class
of directors shall expire in each year.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the
expiration of the term of the class to which they were appointed and until their
successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by directors then in office.
Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. The chairman of the board shall preside at all meetings of
the board of directors. He/she may sign with the secretary or assistant
secretary or treasurer or assistant treasurer or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law otherwise to be signed or executed; and
in general shall perform all duties incident to the office of chairman of the
board and such other duties as the board of directors may from time to time
prescribe.
Section 7. The president shall, in the absence of the chairman of the
board or in the event of his/her inability or refusal to act, perform all of the
duties of the chairman, and when so acting shall have all the powers of and be
subject to all the restrictions upon the chairman. Furthermore, the president
shall be the chief executive officer of the corporation and shall, in general,
supervise all of the business and affairs of the corporation and may employ and
discharge persons engaged in the operation of the corporation's business,
subject to the instructions of the board of directors. He/she may sign with the
secretary or assistant secretary or treasurer or assistant treasurer or any
other proper officer of the corporation thereunto authorized by the board of
directors, certificates of shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these by-
laws to some other officer or agent of the corporation, or shall be required by
law otherwise to be signed or executed; and he/she shall perform such other
duties as the board of directors may from time to time prescribe.
Section 8. At all meetings of the board a majority of directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcements at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all member of the board or committee as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceeding of the board or committee.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require it; provided, however, that in the
absence or disqualification of any member of such Committee or Committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he/she or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.
COMPENSATION OF DIRECTORS
Section 11. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his/her address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, a president, a vice
president, a secretary and a treasurer. The board of directors may also choose
additional vice presidents, and one or more assistant secretaries and assistant
treasurers. Any number of offices may beld by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers of the corporation shall be
fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officers elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall preside at all meetings of
the board of directors. He/she may sign with the secretary or assistant
secretary or treasurer or assistant treasurer or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law otherwise to be signed or executed; and
in general shall perform all duties incident to the office of chairman of the
board and such other duties as the board of directors may from time to time
prescribe.
THE PRESIDENT
Section 7. The president shall, in the absence of the chairman of the
board or in the event of his/her inability or refusal to act, perform all the
duties of the chairman, and when so acting shall have all the powers of and be
subject to all the restrictions upon the chairman. Furthermore, the president
shall be the chief executive officer of the corporation and shall, in general,
supervise all of the business and affairs of the corporation and may employ and
discharge persons engaged in the operation of the corporation's business,
subject to the instructions of the board of directors. He/she may sign with the
secretary or assistant secretary or treasurer or assistant treasurer or any
other proper officer of the corporation thereunto authorized by the board of
directors, certificates of shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these by-
laws to some other officer or agent of the corporation, or shall be required by
law otherwise to be signed or executed; and he/she shall perform such other
duties as the board of directors may from time to time prescribe.
THE VICE PRESIDENTS
Section 8. In the absence of the president or in the event of his/her
inability or refusal to act, the vice president (or in the event there be more
than one vice president, the vice president in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president. The vice presidents
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.
THE SECRETARY
Section 9. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these by-laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
have the power to sign with the chairman of the board, the president, or a vice
president, certificates for shares of the corporation; (f) in general perform
all duties incident to the office of the secretary and such other duties as the
chairman of the board or the president may assign to him/her or the board of
directors may from time to time prescribe.
THE TREASURER
Section 10. The treasurer shall: (a) have charge and custody of and
be responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as may be designated by the board
of directors; (b) have the power to sign with the chairman of the board, the
president, or a vice president, certificates for shares of the corporation; (c)
in general perform all the duties incident to the office of the treasurer and
such other duties a the chairman of the board or the president may assign to
him/her or the board of directors may from time to time prescribe.
ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
Section 11. The assistant secretaries or assistant treasurers as
thereunto authorized by the board of directors may sign with the chairman of the
board, the president or a vice president certificates for shares of the
corporation, the issue of which shall have been authorized by a resolution of
the board of directors. The assistant treasurers and assistant secretaries, in
general, shall perform such duties as shall be assigned to them by the treasurer
or the secretary, respectively, or by the chairman of the board, the president
or the board of directors.
BONDS OF OFFICERS
Section 12. The officers and assistant officers shall, respectively,
if required by the board of directors, give bonds for faithful performance of
their duties in such sums and with
such sureties as the board may determine.
All premiums for such bonds shall be paid by the corporation.
COMPENSATION
Section 13. The salaries of the officers shall be fixed from time to
time by the board of directors and no officer shall be prevented from receiving
such salary by reason of the fact that he/she is also a director of the
corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman of the board of directors, or the president or a vice president and the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of the corporation, certifying the number of shares owned by him/her in the
corporation. If the corporation shall be authorized to issue more than one
class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 2. Where a certificate is countersigned (1) by a transfer
agent other than the corporation or its employee, or (2) by a registrar other
than the corporation or its employee, any other signature on the certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he/she
were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his/her
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim or interest in such
share or shares on the part of any other person, whether not it shall have
express or other notice thereof, except as otherwise provide by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conductive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors. In the absence of such resolution, the
fiscal year shall begin on the first day of January in each year and shall end
on the last day of December in each year.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the board of directors, when such power is conferred
upon the board of directors by the certificate of incorporation, at any regular
meeting of the board of directors or at any special meeting of the board of
directors if notice of such alteration, amendment, repeal or adoption of new by-
laws be contained in the notice of such special meeting of the directors. These
by-laws may be altered, amended or repealed or new by-laws may be adopted by
stockholders of the corporation at any regular meeting of the stockholders;
provided, however, that in addition to any separate class vote, if any, which
may be required by law, the affirmative vote of the holders of 66 % of the
outstanding shares of all classes of stock of the corporation entitled to vote
in the election of directors, such outstanding shares of stock to be considered
as one class, shall be required in order to alter, amend, or repeal any of the
provisions of these by-laws.
Exhibit (10w)
PART TIME EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into by OCEANIC FINANCIAL CORPORATION, a
California corporation ("Oceanic"), and JOHN C. COLLOPY ("Employee").
RECITALS
A. Employee has been employed by Oceanic since it commenced business in
the capacity of president and chairman.
B. The period of his employment has been marked by a pattern of
conspicuous and continuous growth in operations, market share, and earnings.
Such growth is attributable, in material degree, to the efforts of Employee as
president and chairman.
C. Oceanic believes it to be in its best interests to continue to receive
Employee's services after his retirement from full time employment by Oceanic,
in order to obtain the benefits of his executive abilities, knowledge of the
industry, experience, and judgement.
D. Employee is willing, after retirement from full time employment, to
provide Oceanic the benefit of his services as herein provided.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Employee.
Employee shall continue to be employed by Oceanic following the date
of his retirement from full time employment, for a period of seven (7) years
from the date of such retirement, Employee to perform such executive duties and
provide such advisory and consultative services as are appropriate to his
position and experience, as may be fixed from time to time by Oceanic.
2. Date of Retirement.
Retirement from full time employment shall occur as agreed between the
parties hereto, but in no event prior to employee's sixty-second birthday.
3. Compensation.
3.1 For his services hereunder, Oceanic shall pay Employee a sum per
annum equal to forty percent (40%) of the annual salary being received by
Employee at the date of his retirement from full time employment, adjusted for
any increase in the cost of living in the manner set forth in section 3.2 of
this agreement. Employee shall receive such compensation in twenty four (24)
equal semimonthly payments. For the purpose of computing Employee's
compensation hereunder, his salary at the date of retirement shall be his base
salary, not including any bonus, incentive payment, or employee benefit, whether
paid in cash or in kind. For the purpose of computing compensation, each year
of employment hereunder shall commence on Employee's retirement or on each
anniversary thereof.
3.2 The cost of living adjustment to Employee's annual compensation
shall be computed as follows:
3.2.1 The cost of living on the date of Employee's retirement from
full time employment, as established by the "revised Consumers Price Index" for
"All Items" with respect to San Francisco, California, published by the Bureau
of Labor Statistics of the United States Department of Labor, shall be taken as
the base index number for the computation. The corresponding current index
number on each anniversary of that date shall be ascertained, and the
compensation provided for the section 3.1 of this agreement shall be adjusted,
with respect to the year then immediately following, in accordance with the
change in said index from the base index number.
3.2.2 With respect to each year this agreement is in effect, after
the first year, the compensation provided for under section 3.1 hereof shall be
multiplied by a fraction of which the numerator shall be the current index
number and the denominator shall be the base index number. Any portion of the
increase retroactively due (to the beginning of the employment year) shall be
payable within five days after the computation hereunder has been made.
3.2.3 If publication of the Consumers Price - Index is discontinued,
the parties hereto shall accept comparable statistics on the cost of living for
the City of San Francisco as computed and published by an agency of the United
States or by a responsible financial periodical or service of recognized
authority then to be selected by the parties.
3.2.4 Appropriate adjustment shall be promptly made in case there is
a published amendment of the base index number upon which the computation is
based.
3.2.5 In no event, however, shall Employee's compensation hereunder
be less than the sum per annum equal to forty percent of the annual salary being
received by him at the date of his retirement from full time employment.
4. Employee Benefits.
Employee shall not, after the commencement of his part time employment
hereunder, be entitled to receive or participate in any bonus, profit sharing or
incentive payment, employee benefit program, or any other program of additional
compensation or employee benefits, above the compensation expressly provided
under this agreement, except that Oceanic, at its sale option, may elect to
allow Employee to participate in any or all of such payments and/or programs.
Nothing herein shall in any way diminish or limit the right of Employee to
receive any payments or employee benefits to which he became entitled or to
which his right was established during or as the result of his full time
employment by Oceanic or by any subsidiary. Notwithstanding any other provision
of this section 4, Employee shall continue as a beneficiary of any hospital and
medical benefit program in effect at the time of commencement of his part time
employment.
5. Hours.
Employee shall be obligated hereunder to provide Oceanic a minimum of
four hundred fifty (450) hours of services per year, to be rendered at such
times as may be reasonably agreed upon by Employee and by Oceanic. Employee
may, but shall not be obligated to, render services to Oceanic in excess of four
hundred fifty (450) hours, for which his compensation shall be as then agreed
upon by the parties.
6. Exclusive Services.
Employee shall not, during the term of this agreement, render any
services to nor have any interest in any title insurance company, underwritten
title company, or escrow company, other than Oceanic or its subsidiaries whether
as director, officer, employee, consultant, agent, advisor, owner, partner,
shareholder of more than five percent of any class of stock outstanding, or
otherwise, which company does business in any state in which Oceanic or any of
its subsidiaries is engaged in any such business at the time of Employee's
retirement or at any time thereafter during the term of this agreement. Should
Oceanic and/or its subsidiaries cease to do business in any state in which they
are doing business at the time of Employee's retirement or at any time during
the term of this agreement, this provision shall not prevent Employee from
engaging in such business in such state after such cessation, provided that his
right to do so shall terminate when Oceanic or any of it subsidiaries resume
such in said state.
7. Death of Employee.
This agreement shall terminate on the death of the Employee, and
Oceanic shall have no further obligation hereunder except as to the payment of
compensation and the fulfillment of obligations established prior thereto.
8. Termination.
8.1 Employee shall, at any time during the term of this agreement,
have the right to terminate his obligations hereunder, upon thirty (30) days
notice of intention to do so in writing. Upon such termination , the number of
hours rendered by Employee during that year shall be calculated, and Employee
shall be entitled to compensation for that year bearing the same proportion to
the annual compensation provided for hereunder as the number of hours of
services rendered during that year bears to four hundred fifty (450) hours. If,
as of the date of termination, Employee has received more compensation than
entitle to under this section, he shall forthwith repay the excess to Oceanic.
If Employee is entitle to additional compensation under the terms of this
section, the additional sum owing shall be paid to him by Oceanic.
8.2 Should Employee render service to or become interested in any
title insurance company, underwritten title company, or escrow company, other
than Oceanic or its subsidiaries, whether as director, officer, employee,
consultant, agent, advisor, owner, partner, shareholder of more than five
percent of any class of stock outstanding, or otherwise, whether or not such
company is doing business or intending to do business in any state or area in
which Oceanic or any of its subsidiaries are at any time doing or expecting to
do business. Oceanic shall have the right, in its sole discretion, to terminate
this agreement.
8.3 Oceanic shall also have the right to terminate this agreement at
any tine, in its sole discretion, if Employee in any capacity is employed by,
associated with, or conducts any other business resulting in such demands on his
time or attention as to prevent him from devoting sufficient time to his
obligations to Oceanic hereunder.
8.4 In the event of termination, Employee shall be entitled to
compensation for the year of termination in the sum bearing the same proportion
to the annual compensation provided for hereunder as the number of hours of
services rendered during that year bears to four hundred fifty (450) hours. If,
as of the date of termination, employee has received more compensation than
entitled to under this section, he shall forthwith repay the excess to Oceanic.
If Employee is entitled to additional compensation under the terms of this
section, the additional sum owing shall be paid to his by Oceanic.
9. Illness or Incapacity
Employee's illness or incapacity during the term of this agreement
shall not terminate this agreement.
10. Expenses and Office
During the term of this agreement, Oceanic shall pay or reimburse to
Employee any expenses incurred or paid by him in the performance of his duties
hereunder. Employee shall be allowed reasonable traveling expenses and shall be
furnished office space and facilities and secretarial assistance suitable to his
position and adequate for the performance of his duties.
11. Non-Assignability
The rights and benefits of Employee and his obligations and duties
under this agreement are personal to him, and no such right, benefit, obligation
or duty shall be subject to voluntary or involuntary alienation, assignment, or
transfer.
12. Successors
If Oceanic shall at any time be merged or consolidated into or with
any other corporation or if substantially all the assets of Oceanic are
transferred to another corporation, the provision of this agreement shall be
binding upon and insure to the benefit of the corporation resulting from such
merger or consolidation or to which such assets shall be transferred, and this
provision shall apply in the event of any subsequent merger, consolidation, or
transfer.
13. Notices
Any notices to be give hereunder by either party shall be give to the
other party by personal delivery to such party or by mailing the notice,
postage prepaid, to such party, at the address following, or at such other
address as either party my from time to time prescribe by appropriate notice
give in accordance herewith.
Oceanic Financial Corporation John C. Collopy
265 Montgomery Street
San Francisco, CA 94104
14. Entire Agreement
This agreement constitutes the entire agreement of the parties with
respect to post-retirement employment of Employee by Oceanic or post-retirement
consultation by Employee for the benefit of Oceanic. This agreement ny be
modified only by amendment in writing, and supplemented only by written
agreement entered into by the parties hereafter.
15. Attorneys' Fees
Should either party commence any legal proceeding to enforce any of
the rights or duties hereunder or concerning any provision of this agreement,
the losing party shall pay the prevailing party costs of suit and reasonable
attorneys' fees.
16. Invalidity
Should any provision of this agreement be held invalid or
unenforceable by any court, the remaining provisions thereof shall remain in
full force and effect.
17. Choice of Law
This agreement is entered into and shall be enforced and construed in
accordance with California law.
This agreement is entered into the City and County of San Francisco,
California, on February 15, 1978.
OCEANIC FINANCIAL CORPORATION
BY: /s/ John Dosa
Executive Vice President
ATTEST:
/s/ Alice Strayer EMPLOYEE:
/s/ John C. Collopy
John C. Collopy
Exhibit (11)
OLD REPUBLIC INTERNATIONAL CORPORATION
EARNINGS PER SHARE EXHIBIT
(In Millions)
Primary EPS
Years Ended December 31,
1993 1992 1991
Weighted average number of common shares actually
outstanding 51.6 48.8 46.5
Weighted average number of incremental shares for common
stock equivalents:
Redeemable and/or convertible preferred stock 5.0 5.1 5.3
Stock Options .4 .5 .5
Weighted average number of common shares and common
stock equivalents outstanding - primary 57.0 54.5 52.4
Net income for the period $175.1 $174.7 $ 131.0
Less dividends applicable to appropriate series of redeemable
and convertible preferred stock 5.2 6.0 1.3
Adjusted net income - primary $169.8 $168.6 $129.7
Earnings per share - primary $ 2.98 $ 3.09 $ 2.48
Fully Diluted EPS
Years Ended December 31,
1993 1992 1991
Weighted average number of common shares and
common stock equivalents outstanding
- primary 57.0 54.5 52.4
Weighted average number of incremental shares for
common stock equivalents:
Redeemable and/or convertible preferred
stock/debentures 4.4 3.7 3.8
Stock options - - .2
Weighted average number of common shares and
common stock equivalents outstanding
- fully diluted 61.5 58.3 56.4
Adjusted net income - primary $169.8 $168.6 $129.7
Adjustment for dividends/interest applicable
to appropriate series of redeemable and
convertible preferred stock/debentures 4.2 3.3 3.2
Adjusted net income - fully diluted $174.0 $172.0 $132.9
Earnings per share - fully diluted $ 2.83 $ 2.95 $ 2.36
/TABLE
Exhibit (21)
------------
Subsidiaries of the registrant (As of December 31, 1993)
- - ----------------------------------------------------------------
Percentage
of Voting
Securities
Owned by
State of Immediate
Name Organization Parent
- - ------------------------------------------------------- -------------- ------------
OLD REPUBLIC INTERNATIONAL CORPORATION Delaware ---
- - -------------------------------------------------------
Old Republic General Insurance Group, Inc. Delaware 100%
-----------------------------------------------------
Old Republic Insurance Company Pennsylvania 100%
Old Republic Investment Management Company Delaware 100%
Old Republic International Reinsurance Group, Inc. Delaware 100%
International Business & Mercantile REassurance Company Illinois 100%
Old Republic Reinsurance Management Corporation Delaware 100%
American Treaty Management Corporation Delaware 100%
Sierra Reinsurance Services, Inc. Delaware 100%
American Business & Mercantile Insurance Group, Inc. Delaware 40%
American Business & Mercantile REassurance Company Delaware 100%
Bitco Corporation Delaware 100%
Bituminous Casualty Corporation Illinois 100%
Bituminous Fire & Marine Insurance Corporation Illinois 100%
ORI Great West Holding, Inc. Delaware 100%
Great West Casualty Company Nebraska 100%
Great West Insurance Agencies, Inc. Delaware 100%
Central Data Services, Inc. Delaware 100%
Old Republic Lloyds of Texas Texas 100%
Old Republic Union Insurance Company Illinois 100%
Brummel Brothers, Inc. Illinois 100%
Old Republic Insured Credit Services, Inc. Illinois 100%
International Business & Mercantile Insurance Managers, Inc. Delaware 100%
Old Republic Home Protection Company California 100%
Chicago Underwriting Group, Inc. Delaware 83%
Upper Peninsula Insurance Company Arizona 100%
Phoenix Aviation Managers, Inc. Delaware 90%
Aerie REassurance Company, Ltd. Bermuda 100%
Old Republic Union Insurance Managers, Inc. Alabama 100%
Old Republic Northern Holdings, Inc. Delaware 93%
Old Republic Risk Management, Inc. Delaware 100%
Old Republic Mercantile Insurance Company Arizona 100%
Old Republic Surety Group, Inc. Delaware 93%
Old Republic Surety Company Wisconsin 100%
Lawyers Surety Company Texas 100%
State Surety Company Iowa 100%
Old Republic Standard Underwriters, Inc. Delaware 86%
Old Republic Standard Insurance Company Arizona 100%
Employers General Insurance Group, Inc. Delaware 80%
Employers General Insurance Company Texas 100%
Employers General Insurance, Ltd. Bermuda 100%
National General Agency, Inc. Texas 100%
Employers National Risk Management Services, Inc. Texas 100%
Employers Claims Adjustment Services, Inc. Texas 100%
Old Republic Security Holdings, Inc. Delaware 100%
Minnehoma Insurance Company Arizona 100%
Adesco, Inc. Oklahoma 100%
Old Republic Life Insurance Group, Inc. Delaware 100%
-----------------------------------------------------
Old Republic Life Insurance Company Illinois 100%
Old Republic Canadian Holdings, Ltd. Ontario(Canada) 100%
Reliable Life Insurance Company Ontario(Canada) 100%
Old Republic Life Insurance Company of New York New York 100%
ORDESCO Life & Accident Insurance Company Arizona 100%
Old Republic Dealer Service Corporation Delaware 100%
Old Republic Life Reinsurance Group, Inc. Delaware 100%
Home Owners Life Insurance Company Illinois 100%
Old Republic Title Insurance Group, Inc. Delaware 100%
-----------------------------------------------------
Old Republic National Title Holding Company Delaware 100%
Houston Title Company Texas 100%
Old Republic Title Company of Bell County Texas 100%
Old Republic Title Company of Conroe Texas 54%
Old Republic Title Company of St. Louis, Inc. Missouri 100%
Old Republic Title Company of Kansas City, Inc. Missouri 100%
Old Republic Title Company of Tennessee Tennessee 100%
Badger Abstract & Title Corporation Wisconsin 100%
Old Republic Title Agency of Columbus, Inc. Ohio 100%
Old Republic Title Company of Cleburne Texas 100%
Old Republic Title Company of Indiana Indiana 100%
The Title Company of North Carolina, Inc. North Carolina 100%
Old Republic Title Company of Utah Utah 100%
Southwest Land Title Co. of Fort Worth, Inc. Texas 100%
Old Republic National Title Insurance Company Minnesota 100%
Mississippi Valley Title Insurance Company Mississippi 100%
Old Republic Title Holding, Inc. California 100%
Old Republic Title Company California 100%
Old Republic Title Insurance Agency, Inc. Arizona 100%
Old Republic Title Corporation of Hawaii, Ltd. Hawaii 100%
Old Republic Escrow Corporation Hawaii 100%
Orange Coast Title Company California 16.3%
Orange Coast Title Company of Riverside California 100%
Founders Title Company of Sacramento California 25.8%
Old Republic Title Company of Nevada Nevada 100%
Old Republic Title, Ltd. Delaware 100%
Executive Title Agency, Inc. Arizona 100%
Lincoln Title Company of Ventura County California 33.3%
Old Republic General Title Insurance Corporation Colorado 100%
Old Republic Mortgage Guaranty Group, Inc. Delaware 100%
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Republic Mortgage Insurance Company North Carolina 100%
Republic Mortgage Insurance Company of Florida Florida 100%
Old Republic Mortgage Assurance Company North Carolina 100%
RMIC Corporation North Carolina 100%
Old Republic Marketing, Inc. Illinois 100%
-----------------------------------------------------
Owns minor non-consolidated subsidiaries & affiliates Various Various
American Business & Mercantile Insurance Mutual, Inc. Delaware *
-----------------------------------------------------
Inter Capital Group, Inc. Delaware 100%
Inter Capital Assurance Company Arizona 100%
Inter Capital Leasing and Finance Corporation Delaware 100%
Inter Capital Realty Corporation Delaware 100%
Remington General Assurance Company, Ltd. Bermuda 100%
Old Republic Capital Corporation Delaware 100%
-----------------------------------------------------
Exhibit (23)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Old Republic International Corporation on Form S-8 (File Nos. 2-66302, 33-38528,
33-38525, 33-37692, 33-49646, 33-32439 and 2-80883) and on Form S-3 (File Nos
33-29220, 33-49864 and 33-54104) of our report dated March 15, 1994 on our
audits of the consolidated financial statements of Old Republic International
Corporation as of December 31, 1993 and 1992, and for the years ended December
31, 1993, 1992, and 1991, which report is included in this Annual Report on Form
10-K.
Coopers & Lybrand
Chicago, Illinois
March 15, 1994
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ Darrel M. Holt
Darrel M. Holt
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ William G. White, Jr.
William G. White, Jr.
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ Peter Lardner
Peter Lardner
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ Anthony F. Colao
Anthony F. Colao
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ Kurt W. Kreyling
Kurt W. Kreyling
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ John C. Collopy
John C. Collopy
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ David Sursa
David Sursa
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ Jimmy A. Dew
Jimmy A. Dew
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ John W. Popp
John W. Popp
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ Wilbur S. Legg
Wilbur S. Legg
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ William A. Simpson
William A. Simpson
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ Arnold L. Steiner
Arnold L. Steiner
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams
Exhibit (24)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that the undersigned, being a member of the
Board of Directors of Old Republic International Corporation, a corporation duly
organized under the laws of the State of Delaware and having its principal place
of business in Chicago, Illinois, does hereby make, constitute, and appoint A.C.
Zucaro, President of the said corporation, as his true and lawful attorney, for
him, and in his name, place, and stead to execute, sign, acknowledge, confirm or
ratify all documents, papers, forms, statements, certificates and filings of any
kind whatsoever required to be filed by the said corporation with the Securities
and Exchange Commission, giving and granting to said attorney full power and
authority to do and perform all and every act whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his
substitute shall lawfully do or cause to be done by virtue hereof. The power of
attorney aforesaid shall expire as of the anniversary of the date shown below.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 16th
day of March, 1994.
/s/ William R. Stover
William R. Stover
WITNESS:
/s/ Spencer LeRoy, III
/s/ Paul D. Adams