-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OCWwlGBwW2nvQo6+rA9Kjp9E6D3eaVUfvbjudCGME/eKGdi+hdGRhOccZf9qB0Zu NeydPWidrT1+OXAOq2I/2A== 0000914039-99-000296.txt : 19990624 0000914039-99-000296.hdr.sgml : 19990624 ACCESSION NUMBER: 0000914039-99-000296 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKLEY W R CORP CENTRAL INDEX KEY: 0000011544 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 221867895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-07849 FILM NUMBER: 99651046 BUSINESS ADDRESS: STREET 1: 165 MASON ST STREET 2: P O BOX 2518 CITY: GREENWICH STATE: CT ZIP: 06836-2518 BUSINESS PHONE: 2036293000 MAIL ADDRESS: STREET 1: 165 MASON ST STREET 2: PO BOX 2518 CITY: GREENWICH STATE: CT ZIP: 06836-2518 11-K 1 11-K 1 United States Securities and Exchange Commission Washington, D.C. 20549 Form 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One) /x/ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal year ended December 31, 1998 / / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 0-7849 A. Full title of the Plan and the address of the Plan, if different from that of the issuer named below: W.R. Berkley Corporation Profit Sharing Plan B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: W. R. Berkley Corporation 165 Mason Street Greenwich, CT 06836-2518 2 W. R. Berkley Corporation Profit Sharing Plan Index to Financial Statements
Page(s) Independent Auditors' Report 3 Statements of Net Assets Available for Plan Participants as of December 31, 1998 and 1997 4 Statements of Changes in Net Assets Available for Plan Participants for each of the years in the three-year period ended December 31, 1998 5 Notes to Financial Statements 6 Schedule I - Investments (1) Schedule II - Fund Information for the Statements of Net Assets Available for Plan Participants as of December 31, 1998 and 1997 18 - 19 Schedule III - Fund Information for the Statements of Changes in Net Assets Available for Plan Participants for the two years ended December 31, 1998 20 - 21
(1) Included in the notes to the financial statements (Item 27a - Schedule of Assets Held for Investment Purposes) 2 3 Independent Auditors' Report The Plan Trustees and Plan Participants W.R. Berkley Corporation Profit Sharing Plan: We have audited the accompanying financial statements of the W.R. Berkley Corporation Profit Sharing Plan (the "Plan") as listed in the accompanying index. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 net assets available for plan participants of the W.R. Berkley Corporation Profit Sharing Plan as of December 31, 1998 and 1997 and the changes in net assets available for plan participants for each of the years in the three-year period ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of fund information for the statements of net assets available for plan participants and fund information for the statements of changes in net assets available for plan participants, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG LLP New York, New York April 9, 1999 3 4 W.R. Berkley Corporation Profit Sharing Plan Statements of Net Assets Available for Plan Participants December 31, 1998 and 1997
1998 1997 ------------ ------------ Assets: Investments, at fair value (cost $129,010,001 and $108,853,991) ... $142,823,109 $112,096,961 Employer contributions receivable ................................. 8,523,575 8,074,640 Employee contributions receivable ................................. 76,149 17,014 Participant loans ................................................. 3,723,453 3,056,556 ------------ ------------ Net assets available for plan participants ........................ $155,146,286 $123,245,171 ============ ============
See accompanying notes to financial statements. 4 5 W.R. Berkley Corporation Profit Sharing Plan Statements of Changes in Net Assets Available for Plan Participants Years ended December 31, 1998, 1997 and 1996
1998 1997 1996 ------------- ------------- ------------- Net assets available for plan participants, beginning of year $ 123,245,171 $ 84,228,229 $ 65,532,912 ------------- ------------- ------------- Additions: Employer contributions 8,522,536 8,078,674 6,790,170 Employee contributions 8,809,239 7,118,722 5,713,235 Rollover and reinstatement contributions 2,542,001 2,046,981 2,247,234 Interest and dividend income 8,426,807 6,526,662 3,436,395 Loan interest 269,580 196,307 73,386 Net appreciation in fair value of investments 11,947,000 10,998,372 3,844,594 Signet Star asset transfer into Plan -- 8,798,389 -- Other (21,790) (248,473) 74,450 ------------- ------------- ------------- 40,495,373 43,515,634 22,179,464 ------------- ------------- ------------- Deductions: Payments to participants (8,594,258) (4,498,692) (3,484,147) ------------- ------------- ------------- Net increase 31,901,115 39,016,942 18,695,317 ------------- ------------- ------------- Net assets available for plan participants, end of year $ 155,146,286 $ 123,245,171 $ 84,228,229 ============= ============= =============
See accompanying notes to financial statements. 5 6 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements (1) Plan Description The following brief description of the W.R. Berkley Corporation (the "Company") Profit Sharing Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan is a defined contribution plan and was established for the benefit of eligible employees of the Company and participating subsidiaries. The Plan was established as of January 1, 1973 and amended and restated as of January 1, 1994 to reflect the change in tax laws and restated as of January 1, 1995 to reflect changes in investment elections. The Plan was further restated as of January 1, 1998 to reflect changes in the tax law and the merger of Signet Star Holdings, Inc. Profit Sharing Plan into the Plan. In March 1999, the Plan was amended to provide for full and immediate vesting of the Plan participation accounts of employees whose employment is involuntarily terminated without cause in connection with the restructuring of certain subsidiaries of the Company. The major provisions of the Plan include: (i) the minimum annual employer contribution is 5% of eligible compensation; (ii) employer contributions are made on an annual basis; (iii) a Company 401(k) Savings Account was established in conjunction with the Profit Sharing Plan, whereby a minimum of 40% of the employer contribution to the Plan is allocated to the Company 401(k) account; and (iv) employees may elect to make voluntary tax-deferred contributions up to 16% of eligible compensation, subject to certain limitations, to the Employee 401(k) account. As of December 31, 1998, there were approximately 3,946 participants in the Plan. Participants are 100% vested in their Employee 401(k) voluntary contributions as well as the employer contribution to their Company 401(k) account. Vesting in the portion of the employer contribution that is not allocated to the Company 401(k) account occurs at the rate of 20% per year beginning after three years of continuous employment and participation in the Plan. However, in the event of death, disability or retirement, in accordance with the provisions of the Plan, the participant becomes 100% vested. Distributions from the Plan are made in a lump sum or in annual installments, not to exceed 15 years. Effective July 1, 1997, Fidelity Investments ("Fidelity") was appointed by the Profit Sharing Finance Committee as the trustee, custodian and record keeper for the Plan, replacing Fleet Investment Management ("Fleet"). In conjunction with the change, participants are now allowed to direct the investment of prior and future contributions among eighteen investment funds maintained by Fidelity, as opposed to eight investment funds under Fleet. The Company has a Profit Sharing Plan Finance Committee to select the investment alternatives provided by the Plan. The Company has a Profit Sharing Plan Administrative Committee to assist in the administration of the Plan. Participants are responsible for directing the investment of the their respective accounts. The account of each participant is valued on a daily basis. The fair value of the investment funds is based upon the respective fund's closing net asset value, except for the W. R. Berkley Corporation Common Stock Fund, which is described in footnote 2b. In calculating net asset value, investments are valued by Fidelity and Fleet based on their market values, but when market quotations are not readily available, investments are valued based on fair value as determined in good faith in accordance with procedures established by the Trustee. Bonds and other fixed income securities may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the market value of such securities. The prices provided by a pricing service might be determined without regard to bid or last sale prices of each security but take into account institutional size transactions in similar groups of securities as well as any developments relating to specific securities. Additionally effective on July 1, 1997, the Signet Star Holdings, Inc. Profit Sharing Plan ("Signet Star Plan") was merged into the Plan. Each participating employee in the Signet Star Plan became a participating employee in the Plan. Prior service under the Signet Star Plan prior to the merger was counted for eligibility and vesting under the Plan. Assets maintained in the Signet Star Plan were transferred to the Plan in July, 1997. The Signet Star Plan had assets of $8,613,501, net of participant loans of $184,888, on the date of transfer. 6 7 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (1), Continued Effective January 1, 1996, the Plan allowed participants to borrow from their account. Participants may borrow up to 50% of their vested account balance; the minimum amount of any loan from the Plan is $1,000, and the maximum amount is the lesser of $50,000 or 50% of the value of the participant's account. A participant may request a loan for any reason and the loan may be repaid over 60 months. For the purchase of a primary residence, however, the loan may be repaid over 25 years. The loans are valued at their outstanding balance. The interest rate charged on the loan and repaid to the participant's account is determined by the Profit Sharing Plan Finance Committee and set for the duration of the loan. A participant may have two loans outstanding. Payment is made through payroll deductions or the loan may be paid in full by a lump-sum payment. A partial lump-sum repayment is not permitted. See Participant Loan Fund in footnote 2b for a description of the loan process. (2a) Summary of Significant Accounting Policies (i) The accompanying Statements of Net Assets Available for Plan Participants and Statements of Changes in Net Assets Available for Plan Participants present financial information of the Plan on an accrual basis. (ii) Investment management fees, including brokerage fees and commissions on the purchase and sale of securities and other related portfolio management expenses, will be paid from assets of, and applied against the investment performance of, the respective investment funds. General expenses of operating and administering the Plan are paid by the Company but may be charged against investment fund assets in the future, as determined by the Company. (iii) The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the revenues and expenses reflected during the reporting period. Actual results could differ from those estimates. 7 8 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (2), Continued (2b) Description of Investments The following description of investments, except for the W.R. Berkley Corporation Common Stock Fund, has been derived from the fund prospectus. For a more complete description of these investments, refer to the respective fund prospectus. The Plan consisted of eighteen funds in 1998, as follows: Fidelity Retirement Money Market Portfolio PIMCO Low Duration - Administrative PIMCO Total Return - Administrative Fidelity Equity - Income Fund Fidelity Contrafund Fidelity Magellan(R)Fund Janus Mercury Fund Fidelity Diversified International Fund Fidelity Asset Manager(TM) Fidelity Government Securities Fund Fidelity Intermediate Bond Fund Fidelity Puritan(R)Fund Spartan(R)U.S. Equity Index Fund Fidelity Growth Company Fund MAS Value Portfolio Fidelity Overseas Fund Janus Worldwide Fund W.R. Berkley Common Stock Fund Prior to July 1, 1997 the Plan was managed by Fleet and consisted of seven investment funds as follows: Galaxy Money Market Fund Galaxy Large Company Index Fund Fidelity Advisor Intermediate Bond Fund Fidelity Advisor Growth Opportunities Fund Fidelity Advisor Income & Growth Fund Fidelity Advisor Overseas Fund Fidelity Advisor Government Investment Fund The following description of Fidelity investments, except for the W.R. Berkley Corporation Common Stock Fund, has been derived from the fund prospectus. For a more complete description of these investments, refer to the respective fund prospectus. FIDELITY RETIREMENT MONEY MARKET PORTFOLIO. Fidelity Retirement Money Market Portfolio is a money market fund, which seeks as high a level of current income as is consistent with the preservation of capital and liquidity. It invests in high quality, short-term money market securities of U.S. and foreign issuers. While the portfolio seeks to maintain a $1.00 share price, there is no assurance that it will be able to do so. An investment in the portfolio is not insured or guaranteed by the U.S. government. The portfolio's yield will fluctuate. The portfolio is a relatively conservative, low-risk investment. Fidelity Management Research Company is the investment manager of the portfolio. PIMCO LOW DURATION - ADMINISTRATIVE. PIMCO Low Duration Fund (Administrative Class) is an income mutual fund. It tries to provide high current income by investing in all types of bonds, including U.S. government, corporate, mortgage and foreign. Most investments are in short and intermediate maturity bonds. The fund maintains an average portfolio duration of 1 to 3 years (approximately equal to an average maturity of 2 to 5 years). Share price, yield and return will vary. The fund is managed by Pacific Investment Management Company and distributed by PIMCO Advisors Distribution Company. 8 9 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (2), Continued PIMCO TOTAL RETURN - ADMINISTRATIVE. PIMCO Total Return Fund (Administrative Class) is an income mutual fund. It tries to provide high total return that exceeds general bond market indices by investing in all types of bonds, including U.S. government, corporate, mortgage and foreign. While the fund maintains an average portfolio duration of 3 to 6 years (approximately equal to an average maturity of 5 to 12 years), investments may also include short and long maturity bonds. Share price, yield and return will vary. The fund is managed by Pacific Investment Management Company and distributed by PIMCO Advisors Distribution Company. FIDELITY EQUITY - INCOME FUND. Fidelity Equity-Income Fund is a growth and income fund. It seeks reasonable income with the potential for capital appreciation. The fund tries to achieve a yield that exceeds the composite yield of the S&P 500. It also considers the potential for capital appreciation when selecting investments. It invests primarily in income-producing equity securities (common and preferred stocks) but can also invest in bonds and convertible securities. Dividend amounts will vary. The fund's share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. FIDELITY CONTRAFUND. Fidelity Contrafund is a growth fund. It seeks long-term capital appreciation by investing mainly in the securities of companies believed to be out of favor or undervalued. The fund invests in domestic and foreign common stocks and stocks and securities convertible into common stock, but it may purchase other securities that may produce capital appreciation. Investing in under valued or out of favor stocks can lead to investments in small companies which are not well known. The stock of small companies may be subject to more frequent and greater price changes than other companies. The fund's share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. FIDELITY MAGELLAN(R) FUND. Fidelity Magellan(R) Fund is a growth fund. It seeks long-term capital appreciation by investing in the stocks of both well-known and lesser known companies with potentially above-average growth potential and a correspondingly higher level of risk. Securities may be of foreign, domestic and multinational companies. The fund's share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. JANUS MERCURY FUND. Janus Mercury fund is a growth mutual fund. It tries to increase the value of the buyers investment over the long term through capital growth by investing primarily in common stocks of companies of any size, which may include larger well-established companies and/or smaller emerging growth companies, both domestic and abroad. Investments in emerging growth companies may be subject to more abrupt price changes than investments in larger, well established companies. Foreign investments involve greater risk and may offer greater potential returns than U.S. investments. Share price and return will vary. The fund is managed by Janus and distributed by Janus Distributors, Inc. FIDELITY DIVERSIFIED INTERNATIONAL FUND. Fidelity Diversified International Fund is an international fund. It seeks capital growth by investing primarily in equity securities of companies located anywhere outside the U.S. that are included in the Morgan Stanley EAFE (Europe, Australia, Far East) Index. In selecting investments for the fund, the manager relies on computer-aided quantitative analysis supported by fundamental research. The fund seeks to generate more capital growth than that of the EAFE Index. It is important to remember that foreign investments pose greater risks and potential rewards than U.S. investments. The risks include political as well as the risk of currency fluctuations. Share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. 9 10 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (2), Continued FIDELITY ASSET MANAGER(TM). Fidelity Asset Manager(TM) is an asset allocation fund. It seeks high total return with reduced risk over the long term by allocating its assets among domestic and foreign (which involve greater risks) stocks, bonds and short-term and money market instruments. The fund may gradually shift its assets among and across these groups, within defined ranges, based on the current outlook of the various markets. The fund can allocate its assets within the following investment parameters: 30-70% in stocks, 20-60% in bonds, and 0-50% in short-term/money market class. Dividend amounts will vary. Share price, yield and return will fluctuate. Fidelity Investments is the investment manager of the fund. FIDELITY GOVERNMENT SECURITIES FUND. Fidelity Government Securities Fund is an income fund. It seeks a high level of current income consistent with preservation of principal. The fund invests primarily in securities issued by the U.S. government agencies or instrumentalities. Neither an investment in the fund nor the market value of government securities is insured or guaranteed by the U.S. government. The fund limits its investments to those U.S. government securities and interests in U.S. government securities whose interest is exempt from state and local income tax. The fund my shift its maturity in response to anticipated changes in interest rates. The fund's share price, yield and return will fluctuate. Fidelity Investments is the investment manager of the fund. FIDELITY INTERMEDIATE BOND FUND. Fidelity Intermediate Bond Fund is an income fund. It seeks a high current income by investing primarily in investment-grade fixed-income obligations rated Baa or better by Moody's or BBB or better by Standard & Poor's, including corporate bonds, mortgage securities, bank obligations and U.S. government and agency securities. The fund's dollar-weighted average maturity ranges between 3 and 10 years. The fund's share price, yield and return will fluctuate. Fidelity Investments is the investment manager of the fund. FIDELITY PURITAN(R) FUND. Fidelity Puritan(R) Fund is a growth and income fund. It seeks a much income as possible, consistent with preservation of capital, by investing in a broadly diversified portfolio of domestic and foreign common stocks, preferred stocks and bonds, including lower-quality high-yield debt securities. Dividend amounts will vary. The fund's share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. SPARTAN(R) U.S. EQUITY INDEX FUND. Spartan(R) U.S. Equity Index Fund is a growth and income fund. It seeks investment results that try to duplicate the composition and total return of the S&P 500. The fund invests primarily in the 500 companies that make up the S&P 500 and in other securities that are based on the value of the Index. The fund's manager focuses on duplicating the performance and composition of the Index versus a strategy of selecting attractive stocks. The fund's share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. FIDELITY GROWTH COMPANY FUND. Fidelity Growth Company Fund is a growth fund. It seeks long-term capital appreciation by investing primarily in common stocks and securities convertible into common stocks. It may invest in companies of any size with above-average growth potential though growth is most often sought in smaller, less well-known companies in emerging areas of the economy. The stocks of small companies often involve more risk that those of larger companies. The fund's share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. 10 11 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (2), Continued MAS VALUE PORTFOLIO. MAS Value Portfolio Adviser Class is a value-oriented growth and income mutual fund. It tries to increase the value of your investment over the long term by investing mostly in common stocks of large undervalued companies with potential for growth in stock price. Investments are spread out across different kinds of companies and industries. Share price and return will vary. The portfolio is managed by Miller Anderson & Sherred, LLP and distributed by MAS Fund Distribution, Inc. FIDELITY OVERSEAS FUND. Fidelity Overseas Fund is an international growth fund. It seeks long-term capital growth primarily through investments in foreign securities. These investments may include common stock and securities convertible into common stock, as well as debt instruments. Normally, at least 65% of the fund's total assets will be invested in securities of issuers from at least three different countries outside of North America. It is important to remember that foreign investments pose greater risks and potential rewards than U.S. investments. The risks include political and economic uncertainties of foreign countries as well as the risk of currency fluctuations. The fund's share price and return will fluctuate. Fidelity Investments is the investment manager of the fund. JANUS WORLDWIDE FUND. Janus Worldwide Fund is a growth mutual fund that invests globally. It tries to increase the value of the buyers investment over the long term through capital growth and investing primarily in common stocks of foreign and domestic companies. The fund has the flexibility to invest on a worldwide basis, in companies and organizations of any size. The fund normally invests in issuers from at least five different countries, including the U.S.; however, the fund may at times invest in fewer that five countries or even a single country. Share price and return will vary. The fund is managed by Janus Capital and distributed by Janus Distributors, Inc. W. R. BERKLEY CORPORATION COMMON STOCK FUND. The fund is invested primarily in shares of common stock of W. R. Berkley Corporation ("Common Stock"), but is also invested in a minimal amount of short-term liquid investments so as to facilitate exchanges into and out of the fund and participant distribution and withdrawal requests. The total number of shares of Common Stock available under the Plan is two million. The Trustee may purchase Common Stock for this fund either on the open market or from W. R. Berkley Corporation. However, any purchases from W. R. Berkley Corporation are limited to shares of Common Stock which are held by W. R. Berkley Corporation as treasury stock. Each participant's proportionate interest in the Common Stock fund will be measured in units of participation, rather than shares of Common Stock. These units represent a proportionate interest in all assets of the fund, which includes Common Stock, short-term investments and at times receivables for dividends, if any, and stock sold. A net asset value (NAV) per unit of participation will be determined on a daily basis. In determining the NAV, the value of the Common Stock will be based on the 4:00 p.m. closing price of the National Market System of the National Association of Securities Dealers Automated Quotation System (NASDAQ) or, if not available, the latest available price reported by the principal national securities exchange on which the Common Stock is traded. The NAV will be adjusted by dividends paid on Common Stock, interest on short-term investments held in the fund and expenses of the fund. Plan participants have voting, tender and similar rights with respect to the equivalent shares of Common Stock credited to their interest in the Common Stock fund. Because of the non-diversified nature of this fund, investing in this fund involves a greater element of risk than the other available funds. Dividends are reinvested in the fund. 11 12 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (2), Continued PARTICIPANT LOAN FUND The participant loan fund is comprised of balances due from participants who have outstanding loans. Loans are repaid at principal plus interest at the prime rate of interest in effect at the issuance of the loan. For 1998, the rate was 8.50% for the first three quarters and 8.25% for the fourth quarter. The following description of Fleet investments has been derived from the fund prospectus. GALAXY MONEY MARKET FUND Investments in the Galaxy Money Market Fund include obligations of domestic and foreign banks (including negotiable certificates of deposit, nonnegotiable time deposits, savings deposits and bankers' acceptances); commercial paper (including variable and floating rate notes); obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities; and repurchase agreements issued by financial institutions such as banks and broker/dealers. These instruments have remaining maturities of one year or less (except for certain variable and floating rate notes and securities underlying certain repurchase agreements). GALAXY LARGE COMPANY INDEX FUND Normally, the Galaxy Large Company Index Fund will hold all 500 stocks in the S&P 500 and will hold each stock in approximately the same percentage as it is represented in the S&P 500. FIDELITY ADVISOR INTERMEDIATE BOND FUND Under normal circumstances, the Fidelity Advisor Intermediate Bond Fund (formerly the Limited Term Bond Fund) will invest in fixed-income securities as follows: (i) Corporate obligations which are rated AAA, AA, or A by S&P, or Aaa, Aa, or A by Moody's; (ii) Obligations issued or guaranteed as to interest and principal by the government of the U.S., or any agency or instrumentality thereof; (iii) Obligations (including certificates of deposit and bankers' acceptances) of U.S. banks which at the date of investment have capital gains, surplus and undivided profits (as of the date of their most recently published annual financial statements) in excess of $100,000,000; (iv) Commercial paper which at the date of investment is rated A-1 or A-2 by S&P or Prime-1 or Prime-2 by Moody's or, if not rated, is issued by companies which at the date of investment have an outstanding debt issue rated AAA, AA, or A by S&P or Aaa, Aa, or A by Moody's; and (v) Such other fixed-income instruments as the Fund's Board of Trustees, in its judgment, deems to be of comparable quality to those enumerated above. 12 13 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (2), Continued FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND Under normal circumstances, at least 65% of the Fidelity Advisor Growth Opportunities Fund's total assets will be invested in securities of companies that have long-term growth potential. Growth can be considered either appreciation of the security itself or growth of the company's earnings or gross sales. Accordingly, these securities will often pay little, if any, income, which will be entirely incidental to the objective of capital growth. The Fund also has the ability to purchase other securities, such as preferred stock and bonds that may produce capital growth. Securities may be of all types or quality. The Fund may invest in lower-quality, high-yielding debt securities (sometimes referred to as "junk bonds"), although it intends to limit its investments in these securities to 35% of its assets. The Fund may purchase foreign investments of all types without limitation and may enter into foreign forward currency exchange contracts. The Fund may purchase or engage in indexed securities, illiquid investments, loans and other direct debt instruments, options and futures contracts, repurchase agreements and securities loans, restricted securities, reverse repurchase agreements, swap agreements and warrants. The Fund may make substantial temporary investments in high-quality debt securities and money market instruments, including commercial paper, obligations of banks of the U.S. government and repurchase agreements, for defensive purposes when economic or market conditions warrant. FIDELITY ADVISOR INCOME & GROWTH FUND The Fidelity Advisor Income & Growth Fund invests in equity securities, fixed-income securities and convertible securities, as well as preferred and common stocks paying any combination of dividends and capital gains. The Fund also may buy securities that are not providing dividends but offer prospects for growth of capital or future income. The proportion of the Fund's assets invested in each type of security will vary from time to time in accordance with economic conditions. FIDELITY ADVISOR OVERSEAS FUND Normally, at least 65% of the Fidelity Advisor Overseas Fund's total assets will be invested in securities of issuers from at least three different countries outside of North America. The Fund expects to invest most of its assets in securities of issuers located in developed countries in these general geographic areas: The Americas (other than the U.S.); the Far East and the Pacific Basin; and Western Europe. In determining whether a company's or organization's principal activities are in a particular region, such factors as the location of assets, personnel, sales and earnings are considered. FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND The Fidelity Advisor Government Investment Fund invests primarily in obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities (U.S. government securities), including U.S. Treasury bonds, notes and bills, Government National Mortgage Association mortgage-backed pass-through certificates (Ginnie Maes) and mortgage backed securities issued by the Federal National Mortgage Association (Fannie Maes) or the Federal Home Loan Mortgage Corporation (Freddie Macs). 13 14 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (2), Continued FIDELITY ADVISOR GOVERNMENT INVESTMENT FUND CONTINUED The Fund's investments in U.S. government securities may or may not be fully backed by the U.S. Government. The Fund may enter into repurchase agreements involving any securities in which it may invest and also may enter into reverse repurchase agreements. The Fund considers "government securities" to include U.S. Government securities subject to repurchase agreements. The Fund is not restricted as to the percentage of its assets. (c) Plan Distributions Distributions to terminated participants are based upon the closing price on the date the participant requests the distribution from Fidelity. Withdrawals to active participants are based on the date the withdrawals have been approved by the Plan Administrator and are processed by Fidelity. Prior to July 1, 1997, distributions to terminated participants were made by Fleet based upon the participant's account balance following the end of the month in which the participant terminated. Monthly withdrawals to active participants were based upon the valuation date prior to the request for withdrawal. (d) Plan Contributions The Board of Directors of each participating subsidiary approves contributions to the Plan. The employer's cash contributions aggregated $8,522,536, $8,074,640 and $6,747,820, respectively, for the years ended December 31, 1998, 1997 and 1996, respectively. (3) Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Upon termination of the Plan, all amounts credited to the participants become fully vested, and all assets remaining after payments of any expenses properly chargeable against the Plan will be distributed to the participants in accordance with the value of each participant's account on the date of such termination. (4) Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated December 12, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). 14 15 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (5) Investments Investments as of December 31, 1998 and 1997 consisted of the following:
Fair Units December 31, 1998 Cost Value ----- ----------------- ---- ----- 970,810 Fidelity Puritan Fund $ 18,770,389 $ 19,484,164 43,169 Fidelity Magellan Fund 4,289,273 5,215,702 715,282 Fidelity Contrafund 34,170,521 40,620,866 84,543 Fidelity Equity Income Fund 4,404,044 4,696,360 62,387 Fidelity Growth Company Fund 2,896,857 3,183,009 622,561 Fidelity Intermediate Bond Fund 6,280,533 6,393,705 576,040 Fidelity Government Securities Fund 5,624,133 5,841,045 132,268 Fidelity Overseas Fund 4,726,926 4,758,994 122,277 Fidelity Asset Manager Fund 2,206,586 2,126,402 27,341 Fidelity Diversified International Fund 471,648 484,475 15,333,361 Fidelity Retirement Money Market Portfolio 15,333,361 15,333,361 397,346 Spartan US Equity Index Fund 13,609,431 17,467,325 71,530 Janus Worldwide Fund 2,991,915 3,387,643 77,424 PIMCO Total Return Administrative Fund 828,327 816,047 123,860 Janus Mercury Fund 2,614,378 2,986,276 51,595 MAS Value Portfolio 923,990 744,514 34,308 PIMCO Low Duration Administrative Fund 349,120 348,914 857,419 W.R. Berkley Common Stock Fund 8,518,569 8,934,307 ------------ ------------ Subtotal 129,010,001 142,823,109 745 Participant Loan Fund 3,723,453 3,723,453 ------------ ------------ Total $132,733,454 $146,546,562 ============ ============
15 16 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (6), Continued
Fair Units December 31, 1997 Cost Value ----- ----------------- ---- ----- 854,971 Fidelity Puritan Fund $ 16,525,715 $ 16,569,346 29,229 Fidelity Magellan Fund 2,738,063 2,784,665 695,316 Fidelity Contrafund 32,176,844 32,422,568 67,853 Fidelity Equity Income Fund 3,422,706 3,556,144 65,550 Fidelity Growth Company Fund 3,007,237 2,839,622 509,808 Fidelity Intermediate Bond Fund 5,113,122 5,184,752 454,127 Fidelity Government Securities Fund 4,370,662 4,500,402 142,218 Fidelity Overseas Fund 5,065,141 4,627,785 97,734 Fidelity Asset Manager Fund 1,772,234 1,793,427 12,073 Fidelity Diversified International Fund 203,124 194,733 14,070,408 Fidelity Retirement Money Market Portfolio 14,070,408 14,070,408 354,699 Spartan US Equity Index Fund 11,535,338 12,407,362 48,657 Janus Worldwide Fund 1,968,973 1,838,254 29,379 PIMCO Total Return Administrative Fund 314,179 311,417 18,378 Janus Mercury Fund 335,345 303,236 38,759 MAS Value Portfolio 755,911 693,005 8,964 PIMCO Low Duration Administrative Fund 91,306 91,339 592,841 W.R. Berkley Common Stock Fund 5,387,683 7,908,496 ------------ ------------ Subtotal 108,853,991 112,096,961 577 Participant Loan Fund 3,056,556 3,056,556 ------------ ------------ Total $111,910,547 $115,153,517 ============ ============
16 17 W.R. Berkley Corporation Profit Sharing Plan Notes to Financial Statements, Continued (6), Continued Net change in unrealized appreciation (depreciation) for the years ended December 31, 1998, 1997 and 1996 is as follows:
1998 1997 1996 ------------ ------------ ------------ Fidelity Puritan Fund $ 670,144 $ 43,631 $ -- Fidelity Magellan Fund 879,827 46,602 -- Fidelity Contrafund 6,204,621 245,724 -- Fidelity Equity Income Fund 158,878 133,438 -- Fidelity Growth Company Fund 453,767 (167,615) -- Fidelity Intermediate Bond Fund 41,542 71,630 -- Fidelity Government Securities Fund 87,172 129,740 -- Fidelity Overseas Fund 469,424 (437,356) -- Fidelity Asset Manager Fund (101,377) 21,193 -- Fidelity Diversified International Fund 21,218 (8,391) -- Spartan US Equity Index Fund 2,985,870 872,024 -- Janus Worldwide Fund 526,447 (130,719) -- PIMCO Total Return Administrative Fund (9,518) (2,762) -- Janus Mercury Fund 404,007 (32,109) -- MAS Value Portfolio (116,570) (62,906) -- PIMCO Low Duration Administrative Fund (239) 33 -- W.R. Berkley Corporation Common Stock Fund (2,105,075) 1,559,017 (244,930) Galaxy Large Company Index Fund -- (891,403) 1,003,892 Fidelity Advisor Intermediate Bond Fund -- 64,696 (167,050) Fidelity Advisor Growth Opportunities Fund -- (4,101,843) 1,964,457 Fidelity Advisor Income and Growth Fund -- (911,018) 473,661 Fidelity Advisor Overseas Fund -- (316,201) 193,331 Fidelity Advisor Government Investment Fund -- 1,581 (179,330) ------------ ------------ ------------ Total change in unrealized appreciation (depreciation) 10,570,138 (3,873,014) 3,044,031 ============ ============ ============ Total realized gains 1,376,862 14,871,386 800,563 ------------ ------------ ------------ Net appreciation (depreciation) in fair value of investments $ 11,947,000 $ 10,998,372 $ 3,844,594 ============ ============ ============
A summary of 5% reportable transactions for 1998, (Item 27d - Schedule of Reportable Transactions) is as follows:
Fund Total Total Realized Number of Number of Purchases Sales Gain Purchases Sales --------- ----- ---- --------- ----- W.R. Berkley Common Stock Fund $ 6,632,725 $ 3,692,081 $ 190,241 242 202 Fidelity Puritan Fund $ 5,948,279 $ 3,775,450 $ 71,846 247 224 Fidelity Contrafund $ 8,566,617 $ 7,167,283 $ 594,343 250 230 Fidelity Retirement Money Market Portfolio $10,555,152 $ 9,292,199 $ -- 248 226 Spartan US Equity Index Fund $ 5,952,715 $ 4,240,746 $ 362,123 241 204
17 18 W. R. Berkley Corporation Profit Sharing Plan December 31, 1998 Schedule II - Fund Information for the Statement of Net Assets Available for Plan Participants
Fidelity Fidelity Account Fidelity Fidelity Equity Growth Puritan Magellan Fidelity Income Company Fund Fund Contrafund Fund Fund ---- ---- ---------- ---- ---- Assets: Investments $ 19,484,164 $ 5,215,702 $ 40,620,866 $ 4,696,360 $ 3,183,009 Employer contributions receivable 1,012,898 452,277 1,813,293 372,075 273,456 Employee contributions receivable 8,193 3,727 16,836 3,293 2,384 Participant loans -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Net assets available for plan participants $ 20,505,255 $ 5,671,706 $ 42,450,995 $ 5,071,728 $ 3,458,849 ============ ============ ============ ============ ============
Fidelity Fidelity Fidelity Fidelity Account Intermediate Government Fidelity Asset Diversified Bond Securities Overseas Manager International Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Assets: Investments $ 6,393,705 $ 5,841,045 $ 4,758,994 $ 2,126,402 $ 484,475 Employer contributions receivable 377,736 328,134 297,920 113,572 59,799 Employee contributions receivable 2,535 2,136 2,894 826 636 Participant loans -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Net assets available for plan participants $ 6,773,976 $ 6,171,315 $ 5,059,808 $ 2,240,800 $ 544,910 ============ ============ ============ ============ ============
Fidelity Spartan PIMCO Total Account Retirement US Equity Janus Return Janus Money Mkt Index Worldwide Administrative Mercury Portfolio Fund Fund Fund Fund --------- ---- ---- ---- ---- Assets: Investments $ 15,333,361 $ 17,467,325 $ 3,387,643 $ 816,047 $ 2,986,276 Employer contributions receivable 1,066,212 936,426 281,370 53,355 308,426 Employee contributions receivable 3,462 10,710 3,320 253 3,867 Participant loans -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Net assets available for plan participants $ 16,403,035 $ 18,414,461 $ 3,672,333 $ 869,655 $ 3,298,569 ============ ============ ============ ============ ============
PIMCO Account MAS Low Duration W. R. Berkley Participant Value Administrative Common Stock Loan Portfolio Fund Fund Fund Total --------- ---- ---- ---- ----- Assets: Investments $ 744,514 $ 348,914 $ 8,934,307 $ -- $142,823,109 Employer contributions receivable 61,137 20,966 694,523 -- 8,523,575 Employee contributions receivable 836 384 9,857 -- 76,149 Participant loans -- -- -- 3,723,453 3,723,453 ------------ ------------ ------------ ------------ ------------ Net assets available for plan participants $ 806,487 $ 370,264 $ 9,638,687 $ 3,723,453 $155,146,286 ============ ============ ============ ============ ============
For 1998 all investment elections were made by the participants 18 19 W. R. Berkley Corporation Profit Sharing Plan December 31, 1997 Schedule II - Fund Information for the Statement of Net Assets Available for Plan Participants
Fidelity Fidelity Account Fidelity Fidelity Equity Growth Puritan Magellan Fidelity Income Company Fund Fund Contrafund Fund Fund ---- ---- ---------- ---- ---- Assets: Investments $ 16,569,346 $ 2,784,665 $ 32,422,568 $ 3,556,144 $ 2,839,622 Employer contributions receivable 1,091,345 232,150 2,073,891 284,170 213,045 Employee contributions receivable 1,181 1,364 2,133 1,279 1,681 Participant loans - - - - - ------------ ----------- ------------ ----------- ----------- Net assets available for plan participants $ 17,661,872 $ 3,018,179 $ 34,498,592 $ 3,841,593 $ 3,054,348 ============ =========== ============ =========== ===========
Fidelity Fidelity Fidelity Fidelity Account Intermediate Government Fidelity Asset Diversified Bond Securities Overseas Manager International Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Assets: Investments $ 5,184,752 $ 4,500,402 $ 4,627,785 $ 1,793,427 $ 194,733 Employer contributions receivable 405,785 306,189 382,463 98,080 41,935 Employee contributions receivable 1,042 176 475 687 1,250 Participant loans - - - - - ----------- ----------- ----------- ----------- --------- Net assets available for plan participants $ 5,591,579 $ 4,806,767 $ 5,010,723 $ 1,892,194 $ 237,918 =========== =========== =========== =========== =========
Fidelity Spartan PIMCO Total Account Retirement US Equity Janus Return Janus Money Mkt Index Worldwide Administrative Mercury Portfolio Fund Fund Fund Fund --------- ---- ---- ---- ---- Assets: Investments $ 14,070,408 $ 12,407,362 $ 1,838,254 $ 311,417 $ 303,236 Employer contributions receivable 1,129,327 844,815 148,103 25,074 32,005 Employee contributions receivable 1,808 1,094 1,153 62 436 Participant loans - - - - - ------------ ------------ ----------- --------- --------- Net assets available for plan participants $ 15,201,543 $ 13,253,271 $ 1,987,510 $ 336,553 $ 335,677 ============ ============ =========== ========= =========
PIMCO Account MAS Low Duration W. R. Berkley Participant Value Administrative Common Stock Loan Portfolio Fund Fund Fund Total --------- ---- ---- ---- ----- Assets: Investments $ 693,005 $91,339 $ 7,908,496 $ - $ 112,096,961 Employer contributions receivable 51,720 5,328 709,215 - 8,074,640 Employee contributions receivable 218 - 975 - 17,014 Participant loans - - - 3,056,556 3,056,556 ---------- ------- ------------ ----------- ------------- Net assets available for plan participants $ 744,943 $96,667 $ 8,618,686 $ 3,056,556 $ 123,245,171 ========== ======= ============ =========== =============
For 1997 all investment elections were made by the participants. 19 20 W. R. Berkley Corporation Profit Sharing Plan December 31, 1998 Schedule III - Fund Information for the Statement of Net Assets Available for Plan Participants
Fidelity Fidelity Fidelity Fidelity Equity Growth Puritan Magellan Fidelity Income Company Fund Fund Contrafund Fund Fund ---- ---- ---------- ---- ---- Net assets available as of 1/1/98 $ 17,661,872 $ 3,018,179 $34,498,592 $ 3,841,593 $ 3,054,348 ------------ ----------- ----------- ----------- ----------- Additions: Employer contribution 1,012,631 452,277 1,813,043 372,075 273,456 Employee contribution 1,043,681 454,378 1,991,168 479,857 356,755 Rollover and reinstatement contributions 160,369 232,409 116,437 296,451 130,178 Interest and dividend income 2,002,715 233,133 3,000,397 265,600 224,210 Loan interest 33,325 12,004 78,016 8,827 7,510 Net appreciation (depreciation) in fair value 741,990 917,638 6,798,964 230,200 513,943 Other income (expense) (3,059) (860) (6,296) (479) (286) ------------ ----------- ----------- ----------- ----------- Total additions 4,991,652 2,300,979 13,791,729 1,652,531 1,505,766 ------------ ----------- ----------- ----------- ----------- Deductions: Payments to participants (1,169,664) (325,481) (2,209,441) (132,123) (253,290) Loans: Loan issuances (261,391) (112,741) (562,978) (77,769) (43,558) Loan repayments 152,234 41,466 314,170 39,870 22,771 ------------ ----------- ----------- ----------- ----------- Net loans (109,157) (71,275) (248,808) (37,899) (20,787) ------------ ----------- ----------- ----------- ----------- Total deductions (1,278,821) (396,756) (2,458,249) (170,022) (274,077) ------------ ----------- ----------- ----------- ----------- Transfers between funds (869,448) 749,304 (3,381,077) (252,374) (827,188) ------------ ----------- ----------- ----------- ----------- Net increase (decrease) 2,843,383 2,653,527 7,952,403 1,230,135 404,501 Net assets available as of 12/31/98 $ 20,505,255 $ 5,671,706 $42,450,995 $ 5,071,728 $ 3,458,849 ------------ ----------- ----------- ----------- -----------
Fidelity Fidelity Fidelity Fidelity Intermediate Government Fidelity Asset Diversified Bond Securities Overseas Manager International Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Net assets available as of 1/1/98 $ 5,591,579 $ 4,806,767 $ 5,010,723 $ 1,892,194 $ 237,918 ----------- ----------- ----------- ----------- --------- Additions: Employer contribution 377,189 328,134 297,921 113,572 59,799 Employee contribution 371,308 276,301 358,199 130,980 88,132 Rollover and reinstatement contributions 124,958 85,805 30,872 79,019 41,560 Interest and dividend income 352,341 308,835 92,646 381,358 18,204 Loan interest 10,914 13,088 11,326 4,479 1,051 Net appreciation (depreciation) in fair value 57,844 111,841 451,204 (92,617) 22,356 Other income (expense) (778) (931) (794) (139) (71) ----------- ----------- ----------- ----------- --------- Total additions 1,293,776 1,123,073 1,241,374 616,652 231,031 ----------- ----------- ----------- ----------- --------- Deductions: Payments to participants (351,174) (222,888) (398,146) (157,290) (6,927) Loans: Loan issuances (55,251) (71,384) (61,851) (23,691) (8,045) Loan repayments 45,771 51,972 50,503 9,547 8,695 ----------- ----------- ----------- ----------- --------- Net loans (9,480) (19,412) (11,348) (14,144) 650 ----------- ----------- ----------- ----------- --------- Total deductions (360,654) (242,300) (409,494) (171,434) (6,277) ----------- ----------- ----------- ----------- --------- Transfers between funds 249,275 483,775 (782,795) (96,612) 82,238 ----------- ----------- ----------- ----------- --------- Net increase (decrease) 1,182,397 1,364,548 49,085 348,606 306,992 Net assets available as of 12/31/98 $ 6,773,976 $ 6,171,315 $ 5,059,808 $ 2,240,800 $ 544,910 ----------- ----------- ----------- ----------- ---------
Fidelity Spartan PIMCO Total Retirement US Equity Janus Return Janus Money Mkt Index Worldwide Administrative Mercury Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Net assets available as of 1/1/98 $15,201,543 $13,253,271 $ 1,987,510 $ 336,553 $ 335,677 ----------- ----------- ----------- --------- ---------- Additions: Employer contribution 1,066,236 936,426 281,370 53,355 308,426 Employee contribution 747,676 1,088,071 366,687 48,849 188,420 Rollover and reinstatement contributions 216,663 384,122 164,118 42,104 249,966 Interest and dividend income 768,051 334,987 13,586 62,320 227,405 Loan interest 33,399 25,009 4,548 216 1,787 Net appreciation (depreciation) in fair value -- 3,347,993 512,381 (9,779) 416,966 Other income (expense) (3,079) (2,255) (290) (29) (275) ----------- ----------- ----------- --------- ---------- Total additions 2,828,946 6,114,353 1,342,400 197,036 1,392,695 ----------- ----------- ----------- --------- ---------- Deductions: Payments to participants (1,641,216) (754,768) (90,502) (397) (62,296) Loans: Loan issuances (245,873) (213,727) (38,214) (10,242) (34,384) Loan repayments 138,810 103,337 18,965 584 7,133 ----------- ----------- ----------- --------- ---------- Net loans (107,063) (110,390) (19,249) (9,658) (27,251) ----------- ----------- ----------- --------- ---------- Total deductions (1,748,279) (865,158) (109,751) (10,055) (89,547) ----------- ----------- ----------- --------- ---------- Transfers between funds 120,825 (88,005) 452,174 346,121 1,659,744 ----------- ----------- ----------- --------- ---------- Net increase (decrease) 1,201,492 5,161,190 1,684,823 533,102 2,962,892 Net assets available as of 12/31//98 $16,403,035 $18,414,461 $ 3,672,333 $ 869,655 $3,298,569 ----------- ----------- ----------- --------- -----------
MAS PIMCO Value Low Duration W. R. Berkley Participant Portfolio Administrative Common Stock Loan Fund Fund Fund Fund Total ---- ---- ---- ---- ----- Net assets available as of 1/1/98 $ 744,943 $ 96,667 $ 8,618,686 $ 3,056,556 $123,245,171 --------- --------- ----------- ----------- ------------ Additions: Employer contribution 61,137 20,966 694,523 -- 8,522,536 Employee contribution 95,958 22,055 700,764 -- 8,809,239 Rollover and reinstatement contributions 44,170 36,881 105,919 -- 2,542,001 Interest and dividend income 126,824 14,123 72 -- 8,426,807 Loan interest 914 357 22,810 -- 269,580 Net appreciation (depreciation) in fair value (161,196) 2,106 (1,914,834) -- 11,947,000 Other income (expense) (61) (16) (2,092) -- (21,790) --------- --------- ----------- ----------- ------------ Total additions 167,746 96,472 (392,838) -- 40,495,373 --------- --------- ----------- ----------- ------------ Deductions: Payments to participants (16,380) (16,779) (571,127) (214,369) (8,594,258) Loans: Loan issuances (10,813) (1,262) (152,548) 1,985,722 -- Loan repayments 3,625 1,463 93,540 (1,104,456) -- --------- --------- ----------- ----------- ------------ Net loans (7,188) 201 (59,008) 881,266 -- --------- --------- ----------- ----------- ------------ Total deductions (23,568) (16,578) (630,135) 666,897 (8,594,258) --------- --------- ----------- ----------- ------------ Transfers between funds (82,634) 193,703 2,042,974 -- -- --------- --------- ----------- ----------- ------------ Net increase (decrease) 61,544 273,597 1,020,001 666,897 31,901,115 Net assets available as of 12/31//98 $ 806,487 $ 370,264 $ 9,638,687 $ 3,723,453 $155,146,286 --------- --------- ----------- ----------- ------------
20 21 W. R. Berkley Corporation Profit Sharing Plan For the year ended December 31, 1997 Schedule III - Fund Information for the Statement of Changes in Net Assets Available for Plan Participants
Galaxy Fidelity Fidelity Money Galaxy Large Advisor Advisor Growth WRBC Market Company Intermediate Opportunities Fund Fund Index Fund Bond Fund Fund ---- ---- ---------- --------- ---- Net assets available as of 1/1/97 $ 9,048 $ 12,474,123 $ 9,074,133 $ 4,888,139 $ 27,220,586 ------------ ------------ ------------ ------------ ------------ Additions: Employer contribution -- 4,448 (187) -- (124) Employee contribution -- 292,943 376,628 158,480 1,017,881 Rollover and reinstatement contributions -- 46,983 164,414 36,334 259,726 Dividend income -- -- -- -- -- Interest income 150 301,569 -- 143,509 -- Loan Interest -- 11,966 6,983 4,553 23,684 Net appreciation (depreciation) in fair value -- -- 1,864,115 (31,729) 3,908,718 Signet Star asset transfer to Plan -- -- -- -- -- Other income (expense) 1,241 (10,021) (29,580) (29,119) 2,866 ------------ ------------ ------------ ------------ ------------ Total additions 1,391 647,888 2,382,373 282,028 5,212,751 ------------ ------------ ------------ ------------ ------------ Deductions: Payment to participants -- (525,395) (313,149) (123,869) (658,340) Loans: Loan issuances -- (100,980) (88,196) (48,168) (354,454) Loan repayments -- 35,547 31,470 14,582 87,298 ------------ ------------ ------------ ------------ ------------ Net loans -- (65,433) (56,726) (33,586) (267,156) ------------ ------------ ------------ ------------ ------------ Total deductions -- (590,828) (369,875) (157,455) (925,496) ------------ ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 1,391 57,060 2,012,498 124,573 4,287,255 ------------ ------------ ------------ ------------ ------------ Transfers between funds (10,439) (12,531,183) (11,086,631) (5,012,712) (31,507,841) ------------ ------------ ------------ ------------ ------------ Net increase (decrease) (9,048) (12,474,123) (9,074,133) (4,888,139) (27,220,586) ------------ ------------ ------------ ------------ ------------ Net assets available as of 12/31/97 $ -- $ -- $ -- $ -- $ -- ============ ============ ============ ============ ============
Fidelity Fidelity Fidelity Advisor Income Advisor Advisor Fidelity & Growth Overseas Government Puritan Fund Fund Fund Fund ---- ---- ---- ---- Net assets available as of 1/1/97 $ 13,683,577 $ 4,793,378 $ 4,727,430 $ -- ------------ ------------ ------------ ------------ Additions: Employer contribution 1 (104) -- 1,091,345 Employee contribution 447,425 194,340 129,364 586,435 Rollover and reinstatement contributions 183,719 34,260 19,985 112,677 Dividend income 222,854 -- -- 1,077,958 Interest income -- -- 125,297 457 Loan Interest 12,568 3,983 3,978 17,019 Net appreciation (depreciation) in fair value 1,686,796 771,670 (31,105) 54,344 Signet Star asset transfer to Plan -- -- -- 174 Other income (expense) (29,065) (30,242) (29,699) (1,557) ------------ ------------ ------------ ------------ Total additions 2,524,298 973,907 217,820 2,938,852 ------------ ------------ ------------ ------------ Deductions: Payment to participants (305,103) (76,989) (272,707) (171,622) Loans: Loan issuances (189,805) (38,905) (37,086) (118,735) Loan repayments 46,307 15,360 15,246 66,740 ------------ ------------ ------------ ------------ Net loans (143,498) (23,545) (21,840) (51,995) ------------ ------------ ------------ ------------ Total deductions (448,601) (100,534) (294,547) (223,617) ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 2,075,697 873,373 (76,727) 2,715,235 ------------ ------------ ------------ ------------ Transfers between funds (15,759,274) (5,666,751) (4,650,703) 14,946,637 ------------ ------------ ------------ ------------ Net increase (decrease) (13,683,577) (4,793,378) (4,727,430) 17,661,872 ------------ ------------ ------------ ------------ Net assets available as of 12/31/97 $ -- $ -- $ -- $ 17,661,872 ============ ============ ============ ============
Fidelity Fidelity Fidelity Equity Growth Magellan Fidelity Income Company Fund Contrafund Fund Fund ---- ---------- ---- ---- Net assets available as of 1/1/97 $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Additions: Employer contribution 232,150 2,073,891 284,170 213,045 Employee contribution 99,129 1,254,965 116,227 127,603 Rollover and reinstatement contributions 84,509 95,917 133,618 47,585 Dividend income 113,823 2,666,339 126,648 265,410 Interest income 2 988 2 1 Loan Interest 3,252 37,210 2,865 2,726 Net appreciation (depreciation) in fair value 50,981 483,975 143,469 (160,275) Signet Star asset transfer to Plan 1,564,751 223 1,982,039 2,044,690 Other income (expense) 583 (5,192) 426 816 ------------ ------------ ------------ ------------ Total additions 2,149,180 6,608,316 2,789,464 2,541,601 ------------ ------------ ------------ ------------ Deductions: Payment to participants (9,028) (437,576) (22,917) (14,925) Loans: Loan issuances (37,017) (360,732) (31,724) (13,507) Loan repayments 7,883 130,943 7,497 5,178 ------------ ------------ ------------ ------------ Net loans (29,134) (229,789) (24,227) (8,329) ------------ ------------ ------------ ------------ Total deductions (38,162) (667,365) (47,144) (23,254) ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 2,111,018 5,940,951 2,742,320 2,518,347 ------------ ------------ ------------ ------------ Transfers between funds 907,161 28,557,641 1,099,273 536,001 ------------ ------------ ------------ ------------ Net increase (decrease) 3,018,179 34,498,592 3,841,593 3,054,348 ------------ ------------ ------------ ------------ Net assets available as of 12/31/97 $ 3,018,179 $ 34,498,592 $ 3,841,593 $ 3,054,348 ============ ============ ============ ============
Fidelity Fidelity Fidelity Intermediate Government Fidelity Asset Bond Securities Overseas Manager Fund Fund Fund Fund ---- ---- ---- ---- Net assets available as of 1/1/97 $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Additions: Employer contribution 405,785 306,189 382,463 98,080 Employee contribution 214,821 148,081 249,487 49,435 Rollover and reinstatement contributions 24,342 73,643 12,906 46,897 Dividend income 173,011 130,632 232,849 130,306 Interest income 157 116 197 1 Loan Interest 6,019 5,599 5,501 1,491 Net appreciation (depreciation) in fair value 79,428 133,957 (471,425) 26,178 Signet Star asset transfer to Plan 819,852 -- 124 1,555,121 Other income (expense) (495) (665) (575) (372) ------------ ------------ ------------ ------------ Total additions 1,722,920 797,552 411,527 1,907,137 ------------ ------------ ------------ ------------ Deductions: Payment to participants (108,480) (32,539) (87,417) (859) Loans: Loan issuances (43,489) (62,106) (58,570) (6,888) Loan repayments 22,035 19,192 22,225 2,982 ------------ ------------ ------------ ------------ Net loans (21,454) (42,914) (36,345) (3,906) ------------ ------------ ------------ ------------ Total deductions (129,934) (75,453) (123,762) (4,765) ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 1,592,986 722,099 287,765 1,902,372 ------------ ------------ ------------ ------------ Transfers between funds 3,998,593 4,084,668 4,722,958 (10,178) ------------ ------------ ------------ ------------ Net increase (decrease) 5,591,579 4,806,767 5,010,723 1,892,194 ------------ ------------ ------------ ------------ Net assets available as of 12/31/97 $ 5,591,579 $ 4,806,767 $ 5,010,723 $ 1,892,194 ============ ============ ============ ============
Fidelity Fidelity Spartan Diversified Retirement US Equity Janus International Money Mkt Index Worldwide Fund Portfolio Fund Fund ---- --------- ---- ---- Net assets available as of 1/1/97 $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Additions: Employer contribution 41,935 1,129,327 844,815 148,103 Employee contribution 29,706 418,771 515,313 82,929 Rollover and reinstatement contributions 10,176 155,350 146,964 60,801 Dividend income 7,070 397,039 147,324 120,974 Interest income 1 (2,371) 371 -- Loan Interest 455 16,543 10,777 805 Net appreciation (depreciation) in fair value (8,692) -- 919,716 (132,487) Signet Star asset transfer to Plan 106,761 539,592 -- -- Other income (expense) (722) (2,002) (1,506) (102) ------------ ------------ ------------ ------------ Total additions 186,690 2,652,249 2,583,774 281,023 ------------ ------------ ------------ ------------ Deductions: Payment to participants (5,797) (521,787) (315,341) (5,536) Loans: Loan issuances -- (138,503) (98,330) (13,370) Loan repayments 1,314 52,808 37,814 3,209 ------------ ------------ ------------ ------------ Net loans 1,314 (85,695) (60,516) (10,161) ------------ ------------ ------------ ------------ Total deductions (4,483) (607,482) (375,857) (15,697) ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 182,207 2,044,767 2,207,917 265,326 ------------ ------------ ------------ ------------ Transfers between funds 55,711 13,156,776 11,045,354 1,722,184 ------------ ------------ ------------ ------------ Net increase (decrease) 237,918 15,201,543 13,253,271 1,987,510 ------------ ------------ ------------ ------------ Net assets available as of 12/31/97 $ 237,918 $ 15,201,543 $ 13,253,271 $ 1,987,510 ============ ============ ============ ============
PIMCO Total PIMCO Return Janus MAS Low Duration Administrative Mercury Value Administrative Fund Fund Portfolio Fund ---- ---- --------- ---- Net assets available as of 1/1/97 $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Additions: Employer contribution 25,074 32,005 51,720 5,328 Employee contribution 5,862 16,951 17,887 2,541 Rollover and reinstatement contributions 1,641 35,763 10,582 36,785 Dividend income 12,212 30,762 63,077 1,990 Interest income -- -- -- -- Loan Interest 44 125 141 50 Net appreciation (depreciation) in fair value (2,444) (30,340) (62,464) 102 Signet Star asset transfer to Plan -- -- -- -- Other income (expense) (7) (24) (19) (14) ------------ ------------ ------------ ------------ Total additions 42,382 85,242 80,924 46,782 ------------ ------------ ------------ ------------ Deductions: Payment to participants -- (59) -- -- Loans: Loan issuances (1,954) (1,693) (732) (3,820) Loan repayments 109 546 380 183 ------------ ------------ ------------ ------------ Net loans (1,845) (1,147) (352) (3,637) ------------ ------------ ------------ ------------ Total deductions (1,845) (1,206) (352) (3,637) ------------ ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 40,537 84,036 80,572 43,145 ------------ ------------ ------------ ------------ Transfers between funds 296,016 251,641 664,371 53,522 ------------ ------------ ------------ ------------ Net increase (decrease) 336,553 335,677 744,943 96,667 ------------ ------------ ------------ ------------ Net assets available as of 12/31/97 $ 336,553 $ 335,677 $ 744,943 $ 96,667 ============ ============ ============ ============
W. R. Berkley Participant Common Stock Loan Fund Fund Total ---- ---- ----- Net assets available as of 1/1/97 $ 5,639,544 $ 1,718,271 $ 84,228,229 ------------ ------------ ------------ Additions: Employer contribution 709,215 -- 8,078,674 Employee contribution 565,518 -- 7,118,722 Rollover and reinstatement contributions 211,404 -- 2,046,981 Dividend income 34,017 -- 5,954,295 Interest income 1,920 -- 572,367 Loan Interest 17,970 -- 196,307 Net appreciation (depreciation) in fair value 1,805,884 -- 10,998,372 Signet Star asset transfer to Plan 173 184,889 8,798,389 Other income (expense) (83,427) -- (248,473) ------------ ------------ ------------ Total additions 3,262,674 184,889 43,515,634 ------------ ------------ ------------ Deductions: Payment to participants (291,059) (198,198) (4,498,692) Loans: Loan issuances (190,508) 2,039,272 -- Loan repayments 60,830 (687,678) -- ------------ ------------ ------------ Net loans (129,678) 1,351,594 -- ------------ ------------ ------------ Total deductions (420,737) 1,153,396 (4,498,692) ------------ ------------ ------------ Net increase (decrease) prior to interfund transfers 2,841,937 1,338,285 39,016,942 ------------ ------------ ------------ Transfers between funds 137,205 -- -- ------------ ------------ ------------ Net increase (decrease) 2,979,142 1,338,285 39,016,942 ------------ ------------ ------------ Net assets available as of 12/31/97 $ 8,618,686 $ 3,056,556 $123,245,171 ============ ============ ============
For 1997 all investment elections were made by the participants. 21 22 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Finance Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. W. R. BERKLEY CORPORATION By WILLIAM R. BERKLEY ----------------------------- William R. Berkley Chairman of the Board and Chief Executive Officer June 20, 1999 22 23 CONSENT OF INDEPENDENT ACCOUNTANTS The Board of Directors W.R. Berkley Corporation: We consent to incorporation by reference in Registration Statement No. 33-88640 on Form S-8 of W.R. Berkley Corporation of our report dated April 9, 1999, relating to the statements of net assets available for plan participants of the W.R. Berkley Corporation Profit Sharing Plan as of December 31, 1998 and 1997, and the related statements of changes in net assets available for plan participants for each of the years in the three-year period ended December 31, 1998, and all related schedules, which report appears in the December 31, 1998 annual report on Form 11-K of the Plan. KPMG LLP New York, New York June 21, 1999 -----END PRIVACY-ENHANCED MESSAGE-----