As filed with the Securities and Exchange Commission on December 27, 2005
Registration No. 333-109568
333-109568-01
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
the Securities Act of 1933
RLI CORP.
(Exact name of registrant as specified in its charter)
Illinois |
| 37-0889946 |
(State or other jurisdiction |
| (I.R.S. Employer Identification No.) |
9025 N. Lindbergh Dr., Peoria, Illinois 61615, (309) 692-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
RLI CAPITAL TRUST I
(Exact name of registrant as specified in its certificate of trust)
Delaware |
| 51-0055023 |
(State or other jurisdiction |
| (I.R.S. Employer Identification No.) |
c/o Wilmington Trust Company
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, (866) 521-0079
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kim J. Hensey
Vice President and Corporate Secretary
RLI Corp.
9025 N. Lindbergh Dr., Peoria, Illinois 61615, (309) 692-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ram Padmanabhan, Esq. |
| Mary Beth Nebel, Esq. |
Katten Muchin Rosenman LLP |
| RLI Corp. |
525 West Monroe Street |
| 9025 N. Lindbergh Drive |
Chicago, Illinois 60661-3693 |
| Peoria, Illinois 61615 |
(312) 902-5200 |
| (309) 692-1000 |
Approximate date of commencement of proposed sale to the public:
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If the Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
This Post-effective Amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933 on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the registration statement on Form S-3 (File Nos. 333-109568 and 333-109568-01) (the “Registration Statement”) of RLI Corp. and RLI Capital Trust I, which was declared effective by the Securities and Exchange Commission as of October 17, 2003, is being filed to deregister unsold securities of the registrants. Securities registered under the Registration Statement having an aggregate offering price of $50,000,000 remain unsold.
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Item 16. Exhibits.
(a) The following exhibit is filed as part of this Registration Statement:
Exhibit |
| Description of Exhibit |
|
|
|
24.2 |
| Power of Attorney of Jordan W. Graham |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, RLI Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peoria, State of Illinois, on December 27, 2005.
| RLI CORP. | ||
|
| ||
| By: | /s/ JOSEPH E. DONDANVILLE |
|
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| Joseph E. Dondanville | |
|
| Senior Vice President & Chief Financial Officer | |
|
| (Principal Financial Officer, Principal Accounting Officer) | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated, on December 27, 2005.
Signature |
| Title |
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/s/ GERALD D. STEPHENS* |
| Chairman of the Board, Director |
Gerald D. Stephens |
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/s/ JONATHAN E. MICHAEL* |
| President & Chief Executive Officer, Director |
Jonathan E. Michael |
| (Principal Executive Officer) |
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/s/ JOSEPH E. DONDANVILLE |
| Senior Vice President & Chief Financial Officer |
Joseph E. Dondanville |
| (Principal Financial Officer, Principal Accounting |
|
|
|
/s/ JOHN T. BAILY* |
| Director |
John T. Baily |
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/s/ RICHARD H. BLUM* |
| Director |
Richard H. Blum |
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/s/ JORDAN W. GRAHAM* |
| Director |
Jordan W. Graham |
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/s/ GERALD I. LENROW* |
| Director |
Gerald I. Lenrow, Esq. |
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/s/ CHARLES M. LINKE* |
| Director |
Charles M. Linke |
|
|
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Signature |
| Title |
|
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/s/ F.L. LYNN MCPHEETERS* |
| Director |
F.L. “Lynn” McPheeters |
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/s/ EDWARD F. SUTKOWSKI* |
| Director |
Edward F. Sutkowski, Esq. |
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/s/ ROBERT O. VIETS* |
| Director |
Robert O. Viets |
|
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* Pursuant to Power of Attorney
By: | /s/ JOSEPH E. DONDANVILLE |
|
|
| Attorney-in-fact |
|
|
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SIGNATURES
Pursuant to the requirements of Securities Act of 1933, RLI Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peoria, State of Illinois, on December 27, 2005.
| RLI CAPITAL TRUST I | ||
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| By: | RLI Corp., as Depositor | |
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| |
| By: | /s/ JOSEPH E. DONDANVILLE |
|
|
| Joseph E. Dondanville | |
|
| Senior Vice President & Chief Financial Officer | |
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Exhibit Index
Exhibit |
| Description of Exhibit |
|
|
|
24.2 |
| Power of Attorney of Jordan W. Graham |
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