THE ZENITH - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Form 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM .............. TO .............. COMMISSION FILE NUMBER 1-9627 ZENITH NATIONAL INSURANCE CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 95-2702776 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 21255 CALIFA STREET, WOODLAND HILLS, 91367-5021 CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 713-1000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE ON TITLE OF EACH CLASS WHICH REGISTERED ---------------------------------------- ----------------------------------- Common Stock, $1.00 Par Value New York Stock Exchange (TITLE OF CLASS) SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None (TITLE OF CLASS) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant on March 26, 1997 was approximately $257,651,000 (based on the closing sale price of such stock on such date). At March 26, 1997, 17,681,444 shares of Common Stock were outstanding, net of 6,842,690 shares of treasury stock. DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of the Annual Report to Stockholders for fiscal year ended December 31, 1996 -- Part I and Part II. (2) Portions of the Proxy Statement in connection with the 1997 Annual Meeting of Stockholders -- Part III. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I ITEM 1. BUSINESS GENERAL Zenith National Insurance Corp. ("Zenith"), a Delaware corporation incorporated in 1971, is a holding company. Zenith is engaged through its wholly-owned insurance subsidiaries, Zenith Insurance Company ("Zenith Insurance"), CalFarm Insurance Company ("CalFarm Insurance"), ZNAT Insurance Company ("ZNAT Insurance") and Zenith Star Insurance Company ("Zenith Star"), in the property-casualty insurance business. The average combined ratio for the 10 years ended December 31, 1996 of Zenith's property-casualty operations was 100.3%. In 1993, Zenith commenced real estate operations, developing private residences for sale in Las Vegas, Nevada, through its wholly-owned subsidiary, Perma-Bilt, a Nevada Corporation ("Perma-Bilt"). In 1995, Zenith sold its wholly-owned subsidiary, CalFarm Life Insurance Company ("CalFarm Life"), to a subsidiary of SunAmerica Inc. for approximately $120 million in cash, with Zenith retaining the group health insurance business previously written by CalFarm Life. The results of operations and net assets of CalFarm Life's life and annuity business are included in Zenith's consolidated financial statements as discontinued operations and results of the health insurance operation are included in Other Property-Casualty results which have been restated. Net income in 1995 includes a loss of $19.5 million associated with the sale of CalFarm Life. On December 31, 1996, Zenith completed the acquisition of Associated General Commerce Self-Insurers' Trust Fund ("AGC-SIF"), a Florida workers' compensation self-insurers' fund by merging it with and into Zenith Insurance. The 1996 edition of Best's Key Rating Guide ("Best's") gives Zenith Insurance, CalFarm Insurance, ZNAT Insurance and Zenith Star, collectively, ratings of A+ (superior). Standard & Poor's Corporation ("S&P") has rated the claims-paying ability of Zenith Insurance, CalFarm Insurance, ZNAT Insurance and Zenith Star AA- (excellent). Best's ratings and S&P's ratings of claims-paying ability are based upon factors of concern to policyholders and insurance agents and are not directed toward the protection of investors. At December 31, 1996, Zenith and its subsidiaries had approximately 1,500 employees. The principal executive offices of Zenith are located at 21255 Califa Street, Woodland Hills, California 91367-5021, telephone (818) 713-1000. GLOSSARY OF SELECTED INSURANCE TERMS The following terms when used herein have the following meanings: Assume To receive from a ceding company all or a portion of a risk in consideration of receipt of a premium. Cede To transfer to a reinsurer all or a portion of a risk in consideration of payment of a premium. Combined ratio The sum of underwriting expenses, net incurred losses, loss adjustment expenses and policyholders' dividends, expressed as a percentage of net premiums earned. The combined ratio is the key measure of underwriting profitability used in the property and casualty insurance business. Development The amount by which losses, measured subsequently by reference to payments and additional estimates, differ from those originally reported for a period. Development is favorable when losses ultimately settle for less than levels at which they were reserved or subsequent estimates indicate a basis for reserve decreases on open claims. Development is unfavorable when losses ultimately settle for more than levels at which they were reserved or subsequent estimates indicate a basis for reserve increases on open claims. 1 Excess of loss reinsurance A form of reinsurance in which the reinsurer pays all or a specified percentage of a loss caused by a particular occurrence or event in excess of a fixed amount and up to a stipulated limit. Incurred but not reported Claims relating to insured events that have claims occurred but have not yet been reported to the insurer or reinsurer. Loss adjustment expenses The expenses of investigating and settling claims, including legal and other fees, and general expenses of administering the claims adjustment process. Net premiums earned The portion of net premiums written applicable to the expired period of policies. Participating policy A policy upon which dividends may be paid after expiration. Policyholders' surplus or The amount remaining after all liabilities are statutory capital subtracted from all admitted assets, as determined in accordance with statutory accounting practices. This amount is regarded as financial protection to policyholders in the event an insurance company suffers unexpected or catastrophic losses. Reinsurance A transaction in which an original insurer, or cedant, remits a portion of the premium to a reinsurer, or assuming company, as payment for the reinsurer's assumption of a portion of the risk. Reserves or loss reserves The balance sheet liability representing estimates of amounts needed to pay reported and unreported claims and related loss adjustment expenses (stated without reduction for reinsurance ceded after 1992). Retrocession A reinsurance of reinsurance assumed. Statutory accounting Accounting principles prescribed or permitted by practices the states' departments of insurance. In general, statutory accounting practices address policyholder protection and solvency and are more conservative in presentation of earnings, surplus and assets than generally accepted accounting principles. Treaty A contract of reinsurance. Underwriting The process whereby an insurer reviews applications submitted for insurance coverage and determines whether it will accept all or part, and at what premium, of the coverage being requested. Underwriting expenses The aggregate of policy acquisition costs and the portion of administrative, general and other expenses attributable to the underwriting process as they are accrued and expensed. DESCRIPTION OF THE BUSINESS Zenith and its subsidiaries conduct business principally in the property and casualty insurance industry. Property-casualty operations comprise Workers' Compensation (47% of 1996 consolidated net premiums earned); other property-casualty, principally automobile, homeowners, farmowners, commercial coverages and health insurance (45% of 1996 consolidated net premiums earned); and reinsurance (8% of 1996 consolidated net premiums earned). Results of such operations for the three years ended December 31, 1996 are set forth in the table on page 22 of the 1996 Annual Report to Stockholders, which table is hereby incorporated by reference. The earnings of Zenith's property and casualty operations are supplemented by the generation of investment income discussed under "Investments." 2 Zenith also conducts real estate operations through a wholly-owned subsidiary that develops land and constructs private residences for sale in Las Vegas, Nevada. Zenith's business segments are described in Note 16 -- "Segment Information" on pages 50 and 51 of the 1996 Annual Report to Stockholders, which note is hereby incorporated by reference. PROPERTY AND CASUALTY -- WORKERS' COMPENSATION INSURANCE Workers' compensation insurance provides coverage for the statutorily prescribed benefits that employers are required to pay to their employees injured in the course of employment. The standard workers' compensation policy issued by Zenith Insurance provides payments for, among other things, temporary or permanent disability benefits, death benefits, medical and hospital expenses and expenses of vocational rehabilitation. The benefits payable and the duration of such benefits are set by statute, and vary by state and with the nature and severity of the injury or disease and the wages, occupation and age of the employee. Historically, Zenith's workers' compensation business was produced exclusively in California with minor incidental coverages out of state for its larger policyholders. In 1992, Zenith began workers' compensation operations in the Texas workers' compensation market. Since then, Zenith has further expanded its national workers' compensation operations. Net premiums earned in 1996 by state are set forth in the table below: 1996 PREMIUMS EARNED % ----------------------- --------- California.................... $ 148,810,000 70.5% Texas......................... 33,899,000 16.1 Arkansas...................... 9,480,000 4.5 Illinois...................... 9,045,000 4.3 Other......................... 9,682,000 4.6 ----------------------- --------- $ 210,916,000 100.0% ----------------------- --------- ----------------------- --------- According to A.M. Best, Zenith's 5 year loss ratio of 45.3% through 1995 (latest available statistics) was the lowest loss ratio of the top 50 insurers. These statistics are attributed to Zenith's managed care efforts, return to work strategies, safety and health, fraud and litigation efforts. During the past 10 years, the Zenith's workers' compensation combined ratio was 100.0%. Zenith Insurance is licensed to conduct business in 39 states and the District of Columbia and has applications pending throughout most of the nation. Zenith's goal is to be a specialist risk-oriented national workers' compensation insurer. National results for workers' compensation insurers in recent years have been favorable by recent historic standards and Zenith's non-California underwriting results in 1996 were more favorable than its California results. However, increased competition, nationally, is expected to follow from these favorable trends and management intends to proceed cautiously with its national expansion. On December 31, 1996, Zenith completed the acquisition of AGC-SIF. AGC-SIF's 1996 earned premium was approximately $43 million. Zenith anticipates that non-California premium income will increase significantly in 1997 as a result of this acquisition. Competition, regulation, rate adequacy and the feasibility of containing the elements of the cost of claims are among the key factors in determining the favorability of a given workers' compensation market. In California, workers' compensation legislation was enacted in 1993 which, together with private initiatives undertaken by Zenith and other insurers, produced significant improvements in a theretofore runaway claims cost environment. However, the California Insurance Commissioner reduced minimum rates on three separate occasions in 1993 and 1994 in response to such improvements. Rates in California were deregulated effective January 1, 1995. Insurance companies now file and use their own, actuarially determined rates for workers' compensation insurance in California. Zenith decreased its rates 2.5% on January 1, 1997 following an increase of 8% on January 1, 1996. The future profitability of Zenith's workers' compensation operation will be dependent upon its ability to compete in an open rating environment in California, the outlook for economic growth in California, the success of Zenith's geographic expansion outside of California 3 and Zenith's continuing efforts to control medical and indemnity costs through return to work and managed care strategies. At present competition is intense and Zenith is focused on returning the workers' compensation operation to profitability and achieving the overall goal of a combined ratio of 100%. Generally, premiums for workers' compensation insurance policies are a function of the applicable premium rate, which includes the insured employer's experience modification factor (where applicable) and the amount of the insured employer's payroll. Payrolls may be affected significantly by changes in employment and wage levels. A deposit premium is paid at the beginning of the policy period, periodic installments are paid during the period and the final amount of the premium is generally determined as of the end of the policy period after the policyholder's payroll records are audited. Additional policy features may be added to enhance the outcome for the policyholder in the event of favorable claims experience. Predominant among such features has been, historically, the participating policy in which a dividend has been paid after policy expiration. With the advent of open rating in California and an emphasis on, among other things, overall pricing at inception, dividends decreased significantly in 1995 and 1996, and are likely to become relatively insignificant in the future as an element in workers' compensation insurance in California. Zenith is continuing to market integrated workers' compensation, health and disability insurance products ("24-Hour Coverage") through alliances with selected health insurers, health maintenance organizations and UNUM Life Insurance Company of America, one of the nation's largest disability insurance companies. Beginning in the second quarter of 1997, Zenith plans to expand its alliances to include United HealthCare of California, Inc. and MetraHealth Care Plan. The policies are sold on an integrated basis in California and Arkansas under the name "SinglePoint." At this time, it is too early for management to predict the likely outcome of 24-Hour Coverage on the future results of its operations. PROPERTY AND CASUALTY -- OTHER Zenith, through CalFarm Insurance, offers a comprehensive line of property and casualty insurance, including automobile, farmowners, commercial multiple peril packages and homeowners coverage, primarily in California. Additionally, CalFarm Insurance has assumed the group health insurance business that was previously written by CalFarm Life. Automobile insurance includes coverage for automobile bodily injury, property damage and physical damage. Automobile bodily injury and property damage insurance provide coverage for third party liability, bodily injury and property damage arising from the ownership, maintenance or use of an automobile. Automobile physical damage coverage insures against physical loss of the insured's own vehicle. Farmowners and homeowners insurance includes coverage for direct physical damage to real and personal property, loss of personal property by theft and legal liability for injury to others and damage to property of others. Commercial multiple peril insures businesses against property damage and general liability. Health insurance premiums are written under a program sponsored by the California Farm Bureau Federation (the "Farm Bureau") which includes a preferred provider organization plan and a Medicare supplement product. During the past 11 years, the combined ratio of Zenith's Other Property-Casualty operation was 101.1%. Automobile insurance (both commercial and personal) is the largest line of CalFarm Insurance's business, representing 14% of Zenith's property and casualty premiums written in 1996. CalFarm Insurance insured approximately 19,500 personal automobiles and 65,500 commercial and farm vehicles in 1996. Farmowners business is the second largest line of CalFarm Insurance's business, representing approximately 11% of Zenith's property and casualty premiums written in 1996. Zenith's Other Property-Casualty operations are subject to the regulatory provisions of California Initiative Proposition 103 ("Proposition 103"). The principal effects of Proposition 103 on Zenith's Other Property-Casualty business are as follows: rates must be approved by the California Insurance Commissioner prior to use; rates on personal automobile policies must be offered to "good drivers" (as defined) at a discount of at least 20% from rates otherwise charged and an 4 insurer cannot refuse to sell a "good driver" policy to a qualified applicant; personal automobile insurance policies cannot be cancelled or non-renewed except for non-payment of premium, fraud or material misrepresentation, or a substantial increase in hazard; and personal automobile insurance rates must be based on the following factors in decreasing order of importance: driving record, number of miles driven, number of years of driving experience, and other factors which may be adopted by the California Insurance Commissioner. New automobile rating factor regulations pertaining to the implementation of Proposition 103 are expected to be implemented during 1997 which will further limit the impact of territorial rating on automobile insurance rates. The California Legislature passed legislation in September 1996 which created the California Earthquake Authority ("CEA"). The CEA became operational in December 1996 and is a privately financed, publicly managed state agency, which will provide limited earthquake coverage throughout California. Participation in the CEA is voluntary and Zenith has elected not to participate. Zenith will continue to offer broader earthquake coverages than are available through the CEA as long as private reinsurance is available and affordable. Zenith can elect to participate in the CEA at a later date subject to meeting the participation requirements at that time. PROPERTY AND CASUALTY -- REINSURANCE ASSUMED Zenith Insurance is selectively underwriting a book of assumed reinsurance. Reinsurance contracts, or treaties, come in a variety of forms, but the principal arrangements are either proportional in nature, in which the assuming company shares pro-rata in the premiums and losses of the cedant, or arrangements under which the assuming company pays losses in excess of a certain limit in return for a premium, usually determined as a percentage of the cedant's primary insurance premiums. Zenith operates its reinsurance activity as a participant in treaties in which, typically, the reinsurance coverage is syndicated to a number of assuming companies. Depending upon market conditions and other factors, the volume of premiums written fluctuates from year to year. Zenith's current participation in the reinsurance market emphasizes the reinsurance of large individual property risks and property catastrophe reinsurance. By diversifying its geographical spread, Zenith's assumed reinsurance business is written so as to limit the company's exposure to losses from any one event in a worst-case scenario to a maximum of approximately 5% of consolidated stockholders' equity. An important element in the pricing of reinsurance is the supply of reinsurance capacity (i.e. capital) relative to demand. In recent years, new capital has been made available to provide world-wide reinsurance capacity. Most notably, such capital has been contributed by new companies in Bermuda and by contributions to Lloyd's syndicates by corporations with limited liability. Zenith has observed decreases in catastrophe reinsurance rates for 1997 and premium income in 1997 may be reduced compared to 1996. During the past 11 years, the combined ratio of Zenith's Reinsurance operation was 96.8% Commencing January 1, 1995, Zenith Insurance became a corporate underwriting member of Lloyd's through a 100% wholly-owned subsidiary, ZIC Lloyd's Underwriting Limited ("ZIC Lloyd's"). ZIC Lloyd's has committed funds of $6.4 million to support the underwriting of a certain syndicate. All of the funds committed by ZIC Lloyd's are available to satisfy claims in the event of underwriting losses by the syndicate. PARENT Zenith is a holding company owning directly or indirectly all of the capital stock of certain property and casualty insurance and insurance-related companies. In 1993, Zenith commenced a real estate operation through a newly-formed subsidiary, Perma-Bilt, for the purpose of developing, building and selling private residences in Las Vegas, Nevada. In 1996, Perma-Bilt closed and delivered 287 homes at an average selling price of $145,000, compared to 240 homes the prior year. Revenues in 1996 were $41,554,000 and pre-tax income was $1,909,000 compared to sales of $31,736,000 and $2,075,000 of pre-tax income, the previous year. Land presently owned at a cost of about $27,382,000 will support the construction and sale of an estimated 1,561 homes over the 5 next several years and possibly some commercial construction. Increased interest rates may impact the rate of home sales, but Zenith is confident that the land it has acquired is strategically located and will have long-term value. Zenith and its subsidiaries are currently in the process of modifying or replacing its computer systems for year 2000 compliance. Such activity is expected to continue through 1999. LOSS AND LOSS EXPENSE RESERVES AND CLAIMS, AND LOSS DEVELOPMENTS Zenith's property and casualty insurance subsidiaries (the "P&C Companies") maintain reserves for the payment of losses and for the expenses of settling both reported and unreported claims that have been incurred under their insurance policies and reinsurance contracts. The amount of such reserves, as related to reported claims, is based upon periodic case-by-case evaluation and judgment by the P&C Companies' claims departments, with actuarial review. The estimate of unreported claims arising from accidents which have not yet been reported to the P&C Companies, commonly known in the industry as "incurred but not reported," is based upon the P&C Companies' experience and statistical information with respect to the probable number and nature of such claims. The P&C Companies monitor these factors and revise their reserves as they deem appropriate. Reserves are based on estimates and no assurance can be given that the ultimate liability will not be more or less than such estimates. Reference is made to "Property -- Casualty Loss Development" on pages 32 and 33, and the table setting forth the reconciliation of changes in the liabilities for losses and loss adjustment expenses included in Note 13 -- "Loss and Loss Adjustment Expense Reserves" on page 49 of the 1996 Annual Report to Stockholders, all of which are hereby incorporated by reference. These tables show the development of loss and loss adjustment expense liabilities as originally estimated under generally accepted accounting principles at December 31 of each year presented. The accounting methods used to estimate these liabilities are described in Note 1 of the Notes to Consolidated Financial Statements of Zenith as set forth on pages 40 through 42 of the 1996 Annual Report to Stockholders, which note is hereby incorporated by reference. The one year loss and loss adjustment expense reserve development for Zenith's three main lines of business is set forth in the table on page 23 of the 1996 Annual Report to Stockholders, which table is hereby incorporated by reference. WORKERS' COMPENSATION Zenith's Workers' Compensation reserves, on the average, are paid within approximately 2.5 years. Zenith regards the timely settlement of its Workers' Compensation claims as important to its profitability and makes use of compromises and releases for claim settlements to expedite this process. Zenith Insurance maintains five regional offices in California and offices outside of California in Texas, Arkansas, Pennsylvania, Utah, Illinois and effective December 31, 1996, Orlando, Florida, each of which is fully staffed to conduct all workers' compensation claims operations, including review of initial reports of work injury, assignment of appropriate field investigation and determination of whether subrogation should be pursued. Workers' Compensation claims operations are supported by computer systems that provide immediate access to policy coverage verification and claims records and enables Zenith Insurance to detail claims payment histories and policy loss experience reports. Legislative reform of the California workers' compensation system was enacted in 1993. In addition, Zenith undertook significant additional expenditures on the loss adjustment process in recent years with a view to mitigating the effect of adverse claim trends, particularly the effect of fraud and abuse. On July 5, 1995, Zenith's new client-server based computer system became operational, replacing its previous mainframe computer for workers' compensation operations in California. In addition to enhancing data processing, the new system is designed, among other things, to 6 improve work flow in the workers' compensation claims handling process and to support expansion outside of California. Management observed certain unusual claim reserving trends and patterns in 1995 and 1996, possibly related to disruption of normal work flows due to implementation of the new system. Work flows in the future may continue to be impacted as training and optimization of the new system continues. Management believes that its estimate for liabilities for unpaid workers' compensation losses and loss adjustment expenses (amounting to $409,138,000 of total reserves for unpaid losses and loss adjustment expenses of $620,078,000) at December 31, 1996 included in the consolidated financial statements is adequate. However, subsequent re-interpretation of currently available data or any new information that becomes available may change the estimate of such liabilities in future periods and such changes, if any, will be reflected in the financial statements of the period in which they occur. OTHER PROPERTY AND CASUALTY Other Property and Casualty loss reserves are paid, on the average, within approximately 3.5 years. Property insurance coverages and CalFarm Insurance's concentration of business in California expose Zenith to catastrophe losses from events in California. Reinsurance ceded by CalFarm Insurance protects against losses in excess of $5,000,000 from any one event -- see "Reinsurance Ceded." 1996 results benefited from the absence of catastrophe losses. In 1995, CalFarm Insurance sustained losses of $10,700,000 in conjunction with three major California storms. In 1994, losses attributable to the Northridge earthquake were $3,200,000, of which $800,000 was assessed by the California Fair Plan. CalFarm Insurance maintains three claims and legal offices in California to conduct all claims operations of the other property and casualty business. All claims operations of CalFarm Insurance are supervised by its home office claims department. Health claims is a separate operation located in the home office. REINSURANCE ASSUMED Zenith expects that, on the average, its Reinsurance reserves will be paid in approximately 4.0 years. Zenith's Reinsurance reserves constitute approximately 18% of its total reserves, net of ceded reinsurance, for property and casualty unpaid losses and loss adjustment expenses at December 31, 1996, reflecting the longer average life of such reserves relative to Zenith's other principal lines of business. In addition to information supplied by ceding companies, Zenith makes use of industry experience in arriving at estimates of ultimate losses for certain reinsurance assumed arrangements. Losses attributable to catastrophes were $2,500,000 in 1995, principally from Hurricane "Marilyn". Zenith Insurance has participated, to a limited extent, in the reinsurance arrangements of ceding companies that have written both directors' and officers' liability coverage ("D & O") policies and professional indemnity policies, including such coverage written for practicing certified public accountants. Actions alleging negligence against directors, officers or accountants by parties suffering financial losses in savings and loan failures give rise to claims under D & O policies or professional indemnity policies which, in turn, give rise to claims against Zenith Insurance. Such claims have not had, and are not expected to have in the future, a material adverse effect on Zenith's consolidated financial condition. ENVIRONMENTAL AND ASBESTOS LOSSES The exposure of the insurance industry to losses arising out of the cost of environmental and asbestos damage has been the focus of attention of a number of interested parties in recent years. The process of evaluating an insurance company's exposure is subject to significant uncertainties. 7 Among the complications are lack of historical data, long reporting delays, uncertainty as to the number and identity of insureds with potential exposure and unresolved legal issues regarding policy coverage. The legal issues concerning the interpretations of various insurance policy provisions and whether environmental and asbestos losses are or were ever intended to be covered are complex. Courts have reached different and sometimes inconsistent conclusions regarding such issues as: when the loss occurred and what policies provide coverage, how policy limits are determined, how policy exclusions are applied and interpreted, whether clean-up costs are covered as insured property damage, and whether site assessment costs are either indemnity payments or adjusting costs. Zenith has exposure to asbestos losses in its Workers' Compensation operation for medical, indemnity and loss adjustment expenses associated with insureds' long-term exposure to asbestos or asbestos-contained materials. Most of these claims date back to the 1970's and early 1980's and Zenith's exposure is generally limited to a pro-rata share of the loss for the period of time coverage was provided. Zenith also has potential exposure to environmental and asbestos losses and loss adjustment expenses beginning in 1985 through its Reinsurance operation and through CalFarm Insurance, which writes liability coverage under farmowners' and small commercial policies, however such losses are substantially excluded from all such coverage. The business reinsured by Zenith contains exclusion clauses for environmental and asbestos losses, and in 1988 an absolute pollution exclusion was incorporated into CalFarm Insurance's policy forms. All claims for damages resulting from environmental or asbestos losses are identified and handled by Zenith's most experienced claims/legal professionals. Environmental and asbestos losses have not been material and Zenith believes that its reserves for environmental and asbestos losses are appropriately established based on currently available facts, technology, laws and regulations. However, due to the long-term nature of these claims, the inconsistencies of court coverage decisions, plaintiff's expanded theories of liability, the risks inherent in major litigation and other uncertainties, the ultimate exposure from these claims may vary from the amounts currently reserved. INVESTMENTS Investment policies of Zenith and its insurance subsidiaries are established by their respective Boards of Directors, taking into consideration state regulatory restrictions with respect to investments in connection with reserve obligations as well as the nature and amount of various kinds of investments. (See "Business -- Regulation.") Zenith's principal investment goal is to maintain safety and liquidity, enhance principal values and achieve increased rates of return consistent with regulatory constraints. The allocation amongst various types of securities is adjusted from time to time based on market conditions, credit conditions, tax policy, fluctuations in interest rates and other factors (see "Investments" under Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations on pages 26 and 27 of Zenith's 1996 Annual Report to Stockholders which is hereby incorporated by reference). At December 31, 1996 the investment portfolios of Zenith and the P&C Companies consisted primarily of taxable bonds and short-term investments supplemented by smaller portfolios of redeemable and other preferred stocks and common stocks. The average life of the consolidated portfolio was 5.1 years at December 31, 1996. Investment income by segment is set forth in Note 16 -- "Segment Information" on pages 50 and 51 of the 1996 Annual Report to Stockholders which note is hereby incorporated by reference. Stockholders' equity will fluctuate as interest rates fluctuate due to the implementation of Statement of Financial Accounting Standards No. 115 -- Accounting for Investments in Certain Debt and Equity Securities. In accordance with its provisions, Zenith has identified certain securities, amounting to approximately 91% of the investments in debt securities at December 31, 1996, as available-for-sale. In 1996 stockholders' equity decreased by $9.1 million, net of deferred taxes, as a result of changes in the fair values of such investments. 8 REINSURANCE CEDED In accordance with general industry practices, Zenith's insurance subsidiaries annually purchase excess of loss reinsurance. Reinsurance makes the assuming reinsurer liable to the ceding company to the extent of the reinsurance. It does not, however, discharge the ceding company from its primary liability to its policyholders in the event that the reinsurer is unable to meet its obligations under such reinsurance treaty. Historically, no material costs have been incurred by Zenith or its subsidiaries from uncollected reinsurance. The purpose of such reinsurance is to protect Zenith from the impact of large, unforseen losses and such reinsurance reduces the magnitude of sudden and unpredictable changes in net income and the capitalization of insurance operations. Zenith monitors the financial condition of its reinsurers and does not believe that it is exposed to any material credit risk through its ceded reinsurance arrangements. Zenith believes that its ceded reinsurance arrangements are adequate and consistent with industry practice. Reinsurance premiums ceded by Zenith's insurance subsidiaries amounted to $24,642,000, $21,112,000 and $21,521,000 in 1996, 1995 and 1994, respectively, or 5.4%, 4.9% and 4.9% of earned premiums in 1996, 1995 and 1994, respectively. Reinsurance recoverable amounted to $93,651,000, $54,429,000 and $47,696,000 in 1996, 1995 and 1994, respectively, or 15.1%, 10.5% and 9.3% of gross reserves for unpaid losses and loss adjustment expenses in 1996, 1995 and 1994, respectively. Included in the December 31, 1996 balance is $37,261,000 of reinsurance recoverable, including state disability trust funds, which is 36.3% of the gross reserve for loss and loss adjustment expenses acquired from AGC-SIF on December 31, 1996. Each insurance subsidiary maintains separate reinsurance arrangements, which during 1996 were as follows: Zenith Insurance -- Workers' Compensation reinsurance covered all claims between $550,000 and $100,000,000 per occurrence. The coverage from $550,000 to $5,000,000 is placed with General Reinsurance Corporation, the coverage from $5,000,000 to $10,000,000 with Employers Reinsurance Corporation and the remaining three layers from $10,000,000 to $60,000,000 primarily with Prudential Reinsurance Company, NAC Reinsurance Corporation, Transatlantic Reinsurance Company, The St. Paul Companies and the London reinsurance market (primarily Lloyds' syndicates and certain United Kingdom reinsurance companies). Catastrophe reinsurance covers an additional $40,000,000 in excess of $60,000,000 and is placed with UNUM Life Insurance Company and Connecticut General Life. Zenith's Reinsurance division did not purchase any reinsurance protection on its assumed business in the three years ended December 31, 1996. However, Zenith's exposure to losses from assumed reinsurance is limited by the terms upon which it is written to a maximum probable loss from any one event of approximately 5% of Zenith's consolidated stockholders' equity. Prior to Zenith's acquisition of AGC-SIF, AGC-SIF purchased aggregate excess and specific excess reinsurance for protection against losses in excess of stated retentions in each year of coverage. Such retention for 1996 was $750,000 per occurrence and the maximum coverage was the statutory limit. Such coverage for 1996 was placed with National Union Fire Insurance Company. Beginning in 1997, reinsurance for business written in Florida will be combined with Zenith's existing reinsurance arrangements. CalFarm Insurance -- For personal and commercial property lines of business, reinsurance is maintained for claims in excess of $350,000 up to $4,000,000 per occurrence. On liability coverages for both personal and commercial lines, reinsurance covers losses up to $5,000,000 per occurrence, subject to a retention of $500,000. This reinsurance coverage is all placed with General Reinsurance Corporation. CalFarm Insurance has property catastrophe reinsurance that provides for recovery of 95% of $45,000,000, excess of a retention of $5,000,000, for which the principal reinsurers are General Reinsurance Corporation and Cat. Ltd. The catastrophe reinsurance was increased to 95% of $55,000,000, excess of a retention of $5,000,000 effective January 1, 1997. CalFarm Insurance also maintains reinsurance agreements with Employers Reinsurance Corporation and Duncanson & Holt for excess risks on its accident and health contracts. Employers 9 Reinsurance Corporation provides coverage for CalFarm's Farm Bureau health insurance program for aggregate losses in excess of $2,000,000 on those individual health policy claims that exceed $120,000 for each insured in each calendar year. Duncanson & Holt provides coverage on other group health policy claims that exceed $100,000 in each calendar year. CalFarm Insurance participates in a quota share contract whereby it retains 20% of the first $1,000,000 on most umbrella risks (comprehensive coverage in excess of primary policy limits) underwritten, with the remainder of up to $10,000,000 for commercial lines and up to $5,000,000 for personal lines ceded to General Reinsurance Corporation. Facultative reinsurance is placed on property coverage in excess of $4,000,000 on all property lines, and on umbrella limits in excess of $10,000,000 for commercial lines and $5,000,000 for personal lines. Facultative reinsurance is used on fewer than 5% of CalFarm Insurance's policies. Facultative coverage is placed primarily with General Reinsurance Corporation. Other companies used are Employers Reinsurance Corporation, Munich American Reinsurance Company and other reinsurers rated A+ by A.M. Best Company. Pooling Agreement -- Zenith Insurance, CalFarm Insurance, ZNAT Insurance and Zenith Star are parties to a pooling agreement. Under the agreement, the results of underwriting operations are ceded (the risks are transferred) to Zenith Insurance and are then reapportioned, or retro-ceded (the risks are transferred back), to those three companies in the following proportions: Zenith Insurance, 79.5%; CalFarm Insurance, 18%; ZNAT Insurance, 2%; and Zenith Star, 0.5%. Transactions pursuant to the pooling agreement are eliminated on consolidation and have no impact on Zenith's consolidated financial statements. MARKETING AND STAFF Zenith Insurance's workers' compensation business is produced by approximately 1,300 independent licensed insurance agents and brokers throughout California, Texas, Florida and other areas in which Zenith conducts workers' compensation operations. Certain CalFarm Insurance agents referred to below also sell workers' compensation. Zenith Insurance's assumed reinsurance premiums are generated nationally by brokers and reinsurance intermediaries. CalFarm Insurance, through its affiliate CalFarm Insurance Agency, maintains a sales force of approximately 180 agents who sell insurance products exclusively for CalFarm Insurance, primarily in rural and suburban areas. These agents operate out of 112 offices throughout the State of California, including 30 offices shared with the Farm Bureau. In addition, 193 independent agents market CalFarm Insurance products and 511 independent agents market the CalFarm Insurance health insurance products. Applications for insurance submitted by all agents and brokers are evaluated by professional underwriters based upon numerous factors, including underwriting criteria and standards, geographic areas of underwriting concentration, actuarial judgments of rate adequacy, economic considerations, and review of known data on the particular risk. CalFarm Insurance uses earthquake modeling software to monitor earthquake exposures related to its homeowners and farmowners business. Catastrophe reinsurance is used to protect CalFarm Insurance from excessive catastrophe losses -- see "Reinsurance Ceded." Zenith's insurance subsidiaries, as opposed to their agents and brokers, retain authority over underwriting, claims processing, safety engineering and auditing. CALIFORNIA FARM BUREAU FEDERATION The Farm Bureau was formed to provide its members with a variety of agriculture-related services, including property and casualty insurance. The Farm Bureau is California's largest general farm organization, and represents more than 71,000 member families in 58 counties. The Farm Bureau continues to work actively to encourage its membership to place their insurance with CalFarm Insurance. Farm Bureau membership is a prerequisite to the purchase of farmowners, automobile and health insurance from CalFarm Insurance. Of the estimated 71,000 member families, approximately 61% are insured by CalFarm Insurance. The business of CalFarm Insurance is closely tied to the California farm economy, however approximately 42% of Farm Bureau 10 members (and CalFarm Insurance insureds) are non-farmers and approximately 60% of CalFarm Insurance premium volume is generated by non-farm business. Total written premium in CalFarm Insurance attributable to sales that were sponsored by the Farm Bureau constituted approximately 31%, 30% and 32% of Zenith's total written premium for the years 1996, 1995 and 1994, respectively. The agreement of CalFarm Insurance with the Farm Bureau, which is subject to cancellation by either party on six months' notice, requires annual payments to the Farm Bureau of $240,000 plus 2% of the gross written premium under the Farm Bureau group health insurance program. Pursuant to such provisions, total payments to the Farm Bureau were approximately $1 million in each of 1996, 1995 and 1994. CalFarm Insurance continues to be the largest writer of farmowners policies in the state and benefits from its sponsorship of the Farm Bureau. Such benefit is derived from the use of the CalFarm name and the Farm Bureau membership lists. Further, CalFarm Insurance's ability to sell products to Farm Bureau members is enhanced by the Farm Bureau relationship. The Farm Bureau benefits since Farm Bureau membership is required to obtain automobile, farmowners and health insurance policies from CalFarm Insurance, which generates membership and revenues for the Farm Bureau. If the relationship between CalFarm Insurance and the Farm Bureau were terminated, Zenith believes that it could retain a significant amount of the business it currently has with Farm Bureau members because of the quality and tailored features of the products it offers in what it regards as its "niche market" and the long-term relationships established between its agents and these policyholders. In the event of such termination, however, Zenith expects that there would be an increased risk of nonrenewal of existing insurance coverage as well as a possible adverse effect on new policy revenues, but it cannot estimate the financial impact of any such termination. Zenith anticipates the continuation of a close working relationship with the Farm Bureau and the promotion among its membership of the purchase of insurance products from CalFarm Insurance as an attractive feature of Farm Bureau membership. COMPETITION Competition in the insurance business is based upon price, product design and quality of service. The insurance industry is highly competitive and competition is particularly intense in the California workers' compensation market which was deregulated with respect to prices in 1995. Zenith's subsidiaries compete not only with other stock companies, but with mutual companies, and other underwriting organizations such as the State Compensation Insurance Fund. Competition also exists from self-insurance and captive insurers. Over the years there has been increased competition from direct-writing companies and, in the property and casualty field, from affiliates of large life insurance companies. Many companies in competition with Zenith's subsidiaries have been in business for a much longer time, have a larger volume of business, are more widely known, and/or possess substantially greater financial resources. REGULATION STATES' DEPARTMENTS OF INSURANCE Insurance companies are primarily subject to regulation and supervision by the Department of Insurance in the state in which they are domiciled and, to a lesser extent, other states in which they conduct business. Zenith's insurance subsidiaries are primarily subject to regulation and supervision by the California Department of Insurance, except for Zenith Star which is primarily subject to regulation and supervision in the State of Texas. These states have broad regulatory, supervisory and administrative powers. Such powers relate, among other things, to the granting and revocation of licenses to transact business; the licensing of agents; the standards of solvency to be met and maintained; the nature of and limitations on investments; approval of policy forms and rates; periodic examination of the affairs of insurance companies; and the form and content of required financial statements. In California, Zenith Insurance, CalFarm Insurance and ZNAT Insurance are required, with respect to their workers' compensation line of business, to maintain on deposit investments 11 meeting specified standards that have an aggregate market value equal to the companies' loss reserves. For this purpose, loss reserves are defined as the current estimate of reported and unreported claims net of reinsurance plus a statutory formula reserve based on a minimum of 65% of earned premiums for the latest three years. Zenith Insurance and ZNAT Insurance are subject to similar deposit requirements in certain other states based on those states' retaliatory statutes. Detailed annual and quarterly reports must be filed by Zenith's insurance subsidiaries with the California Department of Insurance and the Texas Department of Insurance, and with other states in which they are licensed to transact business, and their businesses and accounts are subject to periodic examination by such agencies, usually at three year intervals. Zenith Insurance, CalFarm Insurance and ZNAT Insurance, were examined by the California Department of Insurance as of December 31, 1993, and the report on such examination contained no material findings. Zenith Star was examined by the Texas Department of Insurance as of June 30, 1995 and the results of such examination contained no material findings. THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS The National Association of Insurance Commissioners ("NAIC") is a group formed by state Insurance Commissioners to discuss issues and formulate policy with respect to regulation, reporting and accounting of insurance companies. Although the NAIC has no legislative authority and insurance companies are at all times subject to the laws of their respective domiciliary states, and to a lesser extent other states in which they conduct business, the NAIC is influential in determining the form in which such laws are enacted. In particular, the Model Insurance Laws, Regulations and Guidelines of the NAIC (the "Model Laws") have been promulgated by the NAIC as a minimum standard by which state regulatory systems and regulations are measured. Adoption of state laws which provide for substantially similar regulations to those described in the Model Laws is a requirement for the accreditation by the NAIC. The NAIC has adopted model regulations to require insurers to maintain minimum levels of capital based on their investments and operations, known as "risk based capital" ("RBC") requirements. Such requirements were adopted by California for property and casualty insurers in 1994. Zenith has not experienced any adverse effects of such requirements because of the strong capitalization of its insurance operations. At December 31, 1996, adjusted capital under the RBC regulations was 364% of the RBC control, or required, level of capital under the regulations for the Zenith Insurance Group (consisting of Zenith Insurance, CalFarm Insurance, ZNAT Insurance and Zenith Star). The NAIC Insurance Regulatory Information System ("IRIS") was developed to assist insurance departments in overseeing the financial condition of insurance companies. Annually, IRIS key financial ratios (11 ratios for property and casualty companies) are calculated from data supplied in annual statutory statements of insurance companies. These ratios are reviewed by experienced financial examiners of the NAIC to select those companies that merit highest priority in the allocation of the regulators' resources. The 1996 IRIS results for the Zenith Insurance Group showed no results outside the "normal range" for such ratios, as such range is determined by the NAIC. INSURANCE HOLDING COMPANY SYSTEM REGULATORY ACT Zenith's insurance subsidiaries are also subject to the California and Texas Insurance Holding Company System Regulatory Acts ("Holding Company Acts"), which contain certain reporting requirements, including the requirement that such subsidiaries file information relating to capital structure, ownership, financial condition and general business operation, and limit dividend payments and material transactions by Zenith's insurance subsidiaries. See "Liquidity and Inflation" under "Management's Discussion and Analysis of Consolidated Financial Condition and Result of Operations" on pages 27 and 28 of Zenith's 1996 Annual Report to Stockholders, which is hereby incorporated by reference. 12 OTHER REGULATION Property and casualty insurance coverage is subject to certain regulation as described herein under "Property and Casualty -- Other" and Zenith's other property and casualty rates are subject to prior approval by the California Department of Insurance. The provisions of Proposition 103 do not apply to Workers' Compensation, Health insurance or Reinsurance, which combined to account for 63% of Zenith's property and casualty earned premiums in 1996. ITEM 2. PROPERTIES Zenith Insurance owns a 120,000 square foot office facility in Woodland Hills, California which, since November of 1987, has been the corporate home office of Zenith, Zenith Insurance, and ZNAT Insurance. In addition, Zenith Insurance and CalFarm Insurance, in the regular conduct of their business, lease offices in various cities. See Note 8 of the Notes to Consolidated Financial Statements of Zenith on page 46 of the 1996 Annual Report to Stockholders, which note is hereby incorporated by reference. CalFarm Insurance owns its home office building (and surrounding property of approximately 4 acres) in Sacramento, California, consisting of 133,000 square feet. Approximately 20% of the building is leased to the Farm Bureau and its affiliates. ITEM 3. LEGAL PROCEEDINGS Zenith and its subsidiaries are involved in certain litigation. In the opinion of management, after consultation with legal counsel, such litigation in which Zenith is a defendant is either without merit or the ultimate liability, if any, will not have a material adverse effect on the consolidated financial condition of Zenith. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. 13 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Zenith's Common Stock, par value $1.00 per share, is traded on the New York Stock Exchange. The table below sets forth the high and low sales prices of the Common Stock for each quarterly period during the last two fiscal years. QUARTER 1996 1995 - ------------------------------------------------------------ ------- ------- First High...................................................... 24 7/8 22 3/4 Low....................................................... 21 1/8 19 3/8 Second High...................................................... 28 7/8 22 Low....................................................... 23 7/8 20 Third High...................................................... 28 1/2 24 1/4 Low....................................................... 26 1/4 20 Fourth High...................................................... 28 24 5/8 Low....................................................... 25 1/4 20 As of March 26, 1997, there were 375 holders of record of Zenith Common Stock. The table below sets forth information with respect to the amount and frequency of dividends declared on Zenith Common Stock. Based upon Zenith's financial condition, it is currently expected that cash dividends will continue to be paid in the future. DATE OF DECLARATION TYPE AND AMOUNT OF RECORD DATE FOR BY ZENITH BOARD DIVIDEND PAYMENT PAYMENT DATE - ------------------------------------ ----------------------- --------------------- ------------------------ December 6, 1994.................... $.25 cash per share January 31, 1995 February 15, 1995 March 1, 1995....................... $.25 cash per share April 28, 1995 May 12, 1995 May 24, 1995........................ $.25 cash per share July 31, 1995 August 16, 1995 September 14, 1995.................. $.25 cash per share October 31, 1995 November 15, 1995 November 30, 1995................... $.25 cash per share January 31, 1996 February 15, 1996 March 7, 1996....................... $.25 cash per share April 30, 1996 May 15, 1996 May 22, 1996........................ $.25 cash per share July 31, 1996 August 15, 1996 September 5, 1996................... $.25 cash per share October 31, 1996 November 15, 1996 December 10, 1996................... $.25 cash per share January 31, 1997 February 14, 1997 The Holding Company Acts limit the ability of Zenith Insurance to pay dividends to Zenith, and of CalFarm Insurance, ZNAT Insurance and Zenith Star to pay dividends to Zenith Insurance, by providing that the California or Texas Department of Insurance must approve any dividend that, together with all other such dividends paid during the preceding twelve months, exceeds the greater of: (a) 10% of the paying company's statutory surplus as regards policyholders at the preceding December 31; or (b) 100% of the net income for the preceding year. In addition, any such dividend must be paid from policyholders' surplus attributable to accumulated earnings. During 1996, Zenith Insurance paid dividends of $15,000,000 to Zenith. During 1997, Zenith Insurance will be able to pay $26,534,000 in dividends to Zenith without prior approval. In 1997, CalFarm Insurance, ZNAT Insurance and Zenith Star, together, can pay $7,832,000 to Zenith Insurance. ITEM 6. SELECTED FINANCIAL DATA. The five-year summary of selected financial information and accompanying notes, included in Zenith's 1996 Annual Report to Stockholders on pages 30 and 31, is hereby incorporated by reference. 14 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FORWARD-LOOKING INFORMATION The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements if accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed. Forward-looking statements include those related to the plans and objectives of management for future operations, future economic performance, or projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items. Statements containing words such as EXPECT, ANTICIPATE, BELIEVE, or similar words that are used in Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations, in other parts of this Report or in other written or oral information conveyed by or on behalf of Zenith are intended to identify forward-looking statements. Zenith undertakes no obligation to update such forward-looking statements, which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include but are not limited to the following: (1) heightened competition, particularly intense price competition; (2) adverse state and federal legislation and regulations; (3) changes in interest rates causing a reduction of investment income; (4) general economic and business conditions which are less favorable than expected; (5) unanticipated changes in industry trends; (6) adequacy of loss reserves; (7) catastrophic events or the occurrence of a significant number of storms and wind and hail losses; and (8) other risks detailed herein and from time to time in Zenith's other reports and filings with the Securities and Exchange Commission. "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations," included in Zenith's 1996 Annual Report to Stockholders on pages 21 to 28 is hereby incorporated by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Reference is made to pages 32 and 33 of Zenith's 1996 Annual Report to Stockholders for information setting forth the loss and loss adjustment expense liability development for 1986 through 1996 and to the consolidated financial statements and notes thereto on pages 34 to 51 of Zenith's Annual Report to Stockholders, which are hereby incorporated by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. 15 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The information set forth under the captions "Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors" in the Proxy Statement in connection with Zenith's 1997 Annual Meeting of Stockholders (the "Proxy Statement") is hereby incorporated by reference. EXECUTIVE OFFICERS OF THE REGISTRANT OFFICER NAME AGE POSITION TERM SINCE - ----------------- --- ---------------------------------------- ------ ------- Stanley R. Zax 59 Chairman of the Board, President (1) Annual 1977 Fredricka Taubitz 53 Executive Vice President and Annual 1985 Chief Financial Officer (1) James P. Ross 50 Senior Vice President and Actuary (1) Annual 1978 John J. Tickner 58 Senior Vice President and Secretary (1) Annual 1985 Keith E. Trotman 60 Senior Vice President (2) Annual 1988 Philip R. Hunt 54 Senior Vice President (2) Annual 1988 - ------------------------ (1) Officer of Zenith and subsidiaries. (2) Officer of subsidiaries only. Each of the executive officers has, for more than five years, occupied an executive position with Zenith or a subsidiary of Zenith. There are no family relationships between any of the executive officers and there are no arrangements or understandings pursuant to which any of them were selected as officers. ITEM 11. EXECUTIVE COMPENSATION. The information set forth under the headings "Directors' Compensation," "Summary Compensation Table," "Option/SAR Grants in Last Fiscal Year," and "Aggregated Option/SAR Exercises in Last Fiscal Year And Fiscal Year End Option/SAR Values," "Employment Agreements and Termination of Employment and Change in Control Arrangements," and "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement is hereby incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The information set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement is hereby incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. The information set forth in footnotes 3 and 6 to the table set forth under the caption "Election of Directors" in the Proxy Statement is hereby incorporated by reference. 16 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) Documents filed as part of the report: 1. FINANCIAL STATEMENTS Independent Accountant's Report Financial Statements and notes thereto incorporated by reference from the 1996 Annual Report to Stockholders in Item 8 of Part II above: Consolidated Financial Statements of Zenith National Insurance Corp. and Subsidiaries: Consolidated Balance Sheet as of December 31, 1996 and 1995 Consolidated Statement of Operations for the years ended December 31, 1996, 1995 and 1994 Consolidated Statement of Cash Flows for the years ended December 31, 1996, 1995 and 1994 Consolidated Statement of Stockholders' Equity for the years ended December 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements 2.FINANCIAL STATEMENT SCHEDULES Zenith National Insurance Corp. and Subsidiaries As of December 31, 1996. I -- Summary of Investments -- Other Than Investments in Related Parties For the years ended December 31, 1996, 1995 and 1994. III -- Supplementary Insurance Information IV -- Reinsurance Zenith National Insurance Corp. As of December 31, 1996 and 1995 and for the years ended December 31, 1996, 1995 and 1994. II -- Condensed Financial Information of Registrant Property and Casualty Loss Development on pages 32 and 33 of the 1996 Annual Report to Stockholders. Schedules other than those listed above are omitted since they are not applicable, not required, or the information required to be set forth therein is included in the consolidated financial statements, or in notes thereto. 17 3. EXHIBITS The Exhibits listed below are filed in a separate Exhibit Volume to this Report. 2.1 Amended and Restated Agreement and Plan of Merger by and among Zenith AGC Acquisition Insurance Company, Zenith Insurance Company, Zenith National Insurance Corp., Associated General Commerce Self-Insurers' Trust Fund and AGC Risk Management Group Inc. dated as of October 7, 1996. 2.2 Stock Acquisition Agreement, dated as of September 19, 1995, between Anchor National Life Insurance Company and Zenith National Insurance Corp. (Incorporated herein by reference to Exhibit 2.1 to Zenith's Report on Form 8-K dated October 6, 1995.) 2.3 Amendment No. 1 to Stock Acquisition Agreement dated as of December 27, 1995, by and among Anchor National Life Insurance Company, SunAmerica Life Insurance Company and Zenith National Insurance Corp. (Incorporated herein by reference to Exhibit 2.1 to Zenith's Report on Form 8-K dated January 9, 1996.) 3.1 Certificate of Incorporation of Zenith as in effect immediately prior to November 22, 1985. (Incorporated herein by reference to Exhibit 3 to Zenith's Amendment on Form 8, date of amendment October 10, 1985, to Zenith's Current Report on Form 8-K, date of report July 26, 1985). Certificate of Amendment to Certificate of Incorporation of Zenith, effective November 22, 1985. (Incorporated herein by reference to Zenith's Current Report on Form 8-K, date of report November 22, 1985). 3.2 By-Laws of Zenith, as currently in effect. (Incorporated herein by reference to Exhibit 3.2 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1988.) 4.1 Indenture dated as of May 1, 1992 entered into between Zenith and Norwest Bank Minnesota, National Association, as trustee, pursuant to which Zenith issued its 9% Senior Notes due May 1, 2002. (Incorporated herein by reference to Exhibit 4 to Zenith's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992.) 10.1 Purchase Agreement, dated as of February 4, 1981, among Reliance Insurance Company, Zenith, the Selling Stockholders referred to therein, and Eugene V. Klein, Daniel Schwartz and Harvey L. Silbert as agents for the Selling Stockholders. (Incorporated herein by reference to the exhibit to the Schedule 13D filed by Reliance Financial Services Corporation on March 9, 1981 with respect to the common stock of Zenith). 10.2 Asset and Liability Assumption Agreement, dated as of June 4, 1985, between Zenith Insurance and the Insurance Commissioner of the State of California (the "Commissioner"). (Incorporated herein by reference to Exhibit 1 to Zenith's Current Report on Form 8-K, date of report July 26, 1985). 10.3 Memorandum and Agreement of Closing dated as of July 26, 1985, among Zenith Insurance, Zenith and the Commissioner (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985), together with the following exhibits: (a) Exhibit A -- Grant Deed, dated July 25, 1985, by the Commissioner in favor of Zenith Insurance. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). (b) Exhibit B -- Bill of Sale, dated as of July 26, 1985, by the Commissioner in favor of Zenith Insurance. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). 18 (c) Exhibit C -- Assignment of Assets and Assumption of Liabilities, dated as of July 26, 1985, between the Commissioner and Zenith Insurance. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). (d) Exhibit D -- Noncompetition Agreement, dated as of July 26, 1985, between the Commissioner and Zenith Insurance. (Incorporated herein by reference to Exhibit 28.3 to Zenith's Current Report on Form 8-K, date of report July 26, 1985). (e) Exhibit E -- First Assignment Separate from Certificate, dated July 26, 1985, by the Commissioner in favor of Zenith. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). (f) Exhibit F -- Engagement and Reimbursement Agreement, dated as of July 26, 1985, between Zenith Insurance and the Commissioner. (Incorporated herein by reference to Exhibit 28.2 to Zenith's Current Report on Form 8-K, date of report July 26, 1985). *10.4 Zenith's Non-Qualified Stock Option Plan, as in effect immediately prior to December 6, 1985. (Incorporated herein by reference to Zenith's Registration Statement on Form S-8 (SEC File No. 2-97962)). *10.5 Zenith's Amended and Restated Non-Qualified Stock Option Plan, adopted by Zenith's Board of Directors on December 6, 1985. (Incorporated herein by reference to Zenith's Registration Statement on Form S-8 (SEC File No. 33-8948)). *10.6 Amendment No. 2 to the Zenith National Insurance Corp. Amended and Restated Non-Qualified Stock Option Plan, dated as of April 9, 1996. (Incorporated herein by reference to Exhibit 10.4 to Zenith's Quarterly Report on Form 10Q for the quarter ended June 30, 1996.) *10.7 Zenith National Insurance Corp. 1996 Employee Stock Option Plan, approved by the Stockholders on May 22, 1996. (Incorporated herein by reference to Exhibit 10.5 to Zenith Quarterly report on Form 10Q for the quarter ended June 30, 1996. (SEC File No. 333-04399)). *10.8 Employment Agreement, dated February 8, 1995, between Zenith and Fredricka Taubitz. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994). *10.9 Employment Agreement, dated February 16, 1995, between Zenith and John J. Tickner. (Incorporated herein by reference to Exhibit 10.7 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994). *10.10 Employment Agreement, dated February 2, 1995, between Zenith and Stanley R. Zax. (Incorporated herein by reference to Exhibit 10.8 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994). *10.11 Stock Option Agreement, dated as of March 15, 1996, between Zenith and Stanley R. Zax. (Incorporated herein by reference to Exhibit 10.3 to Zenith's Quarterly Report on Form 10Q for the quarter ended June 30, 1996). *10.12 Zenith National Insurance Corp. Executive Officer Bonus Plan, dated as of March 21, 1994. 10.13 Credit Agreement, dated as of December 14, 1994, between Zenith and Sanwa Bank of California. (Incorporated herein by reference to Exhibit 10.10 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994.) 10.14 Amendment dated as of December 28, 1995 to Credit Agreement, dated as of December 14, 1994, between Zenith and Sanwa Bank of California. (Incorporated herein by reference to Exhibit 10.11 to Zenith's Annual Report on Form 10K for the year ended December 31, 1995.) 19 10.15 Second Amendment, dated June 28, 1996, to Revolving Note Agreement, dated December 14, 1994 between Zenith and Sanwa Bank California. (Incorporated by reference to Exhibit 10.2 to Zenith's Quarterly Report of Form 10Q for the quarter ended June 30, 1996.) 10.16 Revolving Note Agreement, dated July 1, 1996, between Zenith and City National Bank. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Quarterly Report on Form 10Q for the quarter ended June 30, 1996.) 10.17 Agreement of Reinsurance #8051 between General Reinsurance Corporation and Zenith Insurance Company, ZNAT Insurance Company, Zenith Star Insurance Company and CalFarm Insurance Company, dated as of May 22, 1995. (Incorporated herein by reference to Exhibit 10.13 to Zenith's Annual Report on Form 10K for the year ended December 31, 1995.) 10.18 Workers' Compensation and Employers' Liability Reinsurance Agreement between Zenith Insurance Company and Employers Reinsurance Corporation, effective January 1, 1986. (Incorporated herein by reference to Exhibit 10.14 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.19 Agreement of Reinsurance No. 7276 between CalFarm Insurance Company and General Reinsurance Corporation, dated as of February 5, 1988. (Incorporated herein by reference to Exhibit 10.15 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.20 Agreement of Reinsurance No. B226 between CalFarm Insurance Company and General Reinsurance Corporation, dated as of January 13, 1988. (Incorporated herein by reference to Exhibit 10.16 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.21 Agreement of Reinsurance No. B197-A between CalFarm Insurance Company and General Reinsurance Corporation, dated as of January 13, 1988. (Incorporated herein by reference to Exhibit 10.17 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.22 Agreement of Reinsurance No. B196-A between CalFarm Insurance Company and General Reinsurance Corporation, dated as of January 13, 1988. (Incorporated herein by reference to Exhibit 10.18 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.23 Agreement of Reinsurance No. 420 among General Reinsurance Corporation, American Reinsurance Company, Cat Limited, Renaissance Reinsurance Company and Vesta Fire Insurance Company and CalFarm Insurance, Zenith Insurance and ZNAT Insurance, effective September 1, 1996. 10.24 Aggregate Excess of Loss Reinsurance Agreement between Associated General Contractors Self Insurers Trust Fund and Reliance Insurance Company effective December 31, 1991. 10.25 Specific Excess Workers' Compensation and Employers' Liability Policy between Planet Insurance Company (now Reliance National Indemnity Company) and Associated General Contractors of Florida Self Insurance Fund effective January 1, 1993. 10.26 Life, Disability and Accidental Death Facultive Reinsurance Agreement between CalFarm Insurance Company and Occidental Life Insurance Company of California, effective April 1, 1971. (Incorporated herein by reference to Exhibit 10.21 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 11 Computation of Earnings Per Share for the three (3) years ended December 31, 1996 13 Zenith's Annual Report to Stockholders for the year ended December 31, 1996, but only to the extent such report is expressly incorporated by reference herein, and such report is not otherwise to be deemed "filed" as a part of this Annual Report on Form 10K. 20 21 Subsidiaries of Zenith. 23 Consent of Coopers & Lybrand L.L.P., dated March 28, 1997. (Incorporated herein by reference to page F-1 of this Annual Report on Form 10K). 27 Financial Data Schedule 99.1 Information required by rule 15d-21 under the Securities Exchange Act of 1934 for the year ended December 31, 1996 for the Zenith Investment Partnership 401(k) Plan (to be filed by amendment on Form 10-K/A within 180 days of December 31, 1996). - ------------------------ *Management contract or compensatory plan or arrangement (b)REPORTS ON FORM 8-K None. 21 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, on March 28, 1997. ZENITH NATIONAL INSURANCE CORP. By STANLEY R. ZAX ------------------------------------ Stanley R. Zax Chairman of the Board and President 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 indicated, on March 28, 1997. STANLEY R. ZAX Chairman of the Board, President - --------------------------------------------- and Director (Principal Stanley R. Zax Executive Officer) GEORGE E. BELLO Director - --------------------------------------------- George E. Bello MAX M. KAMPELMAN Director - --------------------------------------------- Max M. Kampelman JACK M. OSTROW Director - --------------------------------------------- Jack M. Ostrow WILLIAM S. SESSIONS Director - --------------------------------------------- William S. Sessions HARVEY L. SILBERT Director - --------------------------------------------- Harvey L. Silbert ROBERT M. STEINBERG Director - --------------------------------------------- Robert M. Steinberg - --------------------------------------------- Director Saul P. Steinberg GERALD TSAI, JR. Director - --------------------------------------------- Gerald Tsai, Jr. FREDRICKA TAUBITZ Executive Vice President and - --------------------------------------------- Chief Financial Officer Fredricka Taubitz (Principal Financial and Accounting Officer) CONSENT OF INDEPENDENT ACCOUNTANT We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 33-8948, 33-22219 and 333-04399) of our report dated February 14, 1997 on our audits of the consolidated financial statements and financial statement schedules of Zenith National Insurance Corp. and subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which is included in this Annual Report on Form 10-K. COOPERS & LYBRAND L.L.P. Los Angeles, California March 28, 1997 F-1 INDEPENDENT ACCOUNTANT'S REPORT To the Stockholders and Board of Directors of Zenith National Insurance Corp. We have audited the consolidated financial statements of Zenith National Insurance Corp. and subsidiaries as of December 31, 1996 and 1995, and for each of the three years in the period ended December 31, 1996, which financial statements are included on pages 34 through 51 of the Company's 1996 Annual Report to Stockholders and incorporated by reference herein. We have also audited the financial statement schedules listed in the index on page 17 of this Form 10-K. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules 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 Zenith National Insurance Corp. and subsidiaries as of December 31, 1996 and 1995, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. Los Angeles, California February 14, 1997 F-2 SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN RELATED PARTIES ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES DECEMBER 31, 1996 COLUMN D COLUMN C --------------- COLUMN A COLUMN B ---------- AMOUNT AT WHICH - -------------------------------------------------- ---------- FAIR SHOWN IN THE TYPE OF INVESTMENT COST VALUE BALANCE SHEET - -------------------------------------------------- ---------- ---------- --------------- (DOLLARS IN THOUSANDS) Fixed maturities Bonds: United States Government and government agencies and authorities.................... $ 299,447 $ 297,278 $ 297,248 Public utilities.............................. 19,292 19,168 19,168 Industrial and miscellaneous.................. 323,903 322,577 322,847 Redeemable preferred stocks..................... 19,467 19,720 19,720 ---------- ---------- --------------- Total fixed maturities.................... 662,109 658,743 658,983 ---------- ---------- --------------- Equity securities Floating rate preferred stocks.................. 14,614 14,071 14,071 Convertible and nonredeemable preferred stocks........................................ 750 784 784 Common stocks, industrial....................... 18,030 22,771 22,771 ---------- ---------- --------------- Total equity securities................... 33,394 37,626 37,626 ---------- ---------- --------------- Short-term investments............................ 106,712 106,712 106,712 Other investments................................. 49,478 49,478 49,478 ---------- ---------- --------------- Total investments......................... $ 851,693 $ 852,559 $ 852,799 ---------- ---------- --------------- ---------- ---------- --------------- F-3 SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT ZENITH NATIONAL INSURANCE CORP. BALANCE SHEET ASSETS DECEMBER 31, -------------------- (DOLLARS AND SHARES IN THOUSANDS) 1996 1995 -------- -------- Investments Bonds, at market (cost $9,896, 1996).................................................... $ 9,803 Common stocks, at market (cost $2,182, 1996 and $668, 1995)............................. 2,318 $ 709 Short-term investments (at cost which approximates market).............................. 30,720 84,678 Other invested assets................................................................... 10,000 Cash...................................................................................... 1,463 996 Investment in subsidiaries (Note A)....................................................... 334,227 318,620 Federal income taxes receivable (Note A).................................................. 138 Other assets.............................................................................. 30,164 12,116 -------- -------- Total assets...................................................................... $418,833 $417,119 -------- -------- -------- -------- LIABILITIES Senior notes payable, less unamortized discount of $647, 1996 and $768, 1995 (Note B)..................................................................... $ 74,353 $ 74,232 Cash dividends payable to stockholders.................................................... 4,401 4,455 Federal income taxes payable (Note A)..................................................... 4,676 Other liabilities......................................................................... 2,576 3,324 -------- -------- Total liabilities................................................................. 81,330 86,687 -------- -------- STOCKHOLDERS' EQUITY Preferred stock, $1 par--shares authorized 1,000; issued and outstanding, none in 1996 and 1995.................................................................................... Common stock, $1 par--shares authorized 50,000; issued 24,447, outstanding 17,604, 1996; issued 24,310, outstanding 17,784, 1995................................................. 24,447 24,310 Additional paid-in capital................................................................ 258,875 256,083 Retained earnings......................................................................... 175,684 155,634 Net unrealized appreciation on investments, net of deferred tax expense of $284, 1996 and $4,752, 1995............................................................................ 528 8,825 -------- -------- 459,534 444,852 Less treasury stock at cost (6,843 shares, 1996 and 6,526 shares, 1995)................... (122,031) (114,420) -------- -------- Total stockholders' equity........................................................ 337,503 330,432 -------- -------- Total liabilities and stockholders' equity........................................ $418,833 $417,119 -------- -------- -------- -------- See notes to condensed financial information. F-4 SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT ZENITH NATIONAL INSURANCE CORP. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, ---------------------------------------------- (DOLLARS IN THOUSANDS) 1996 1995 1994 ------------ ------------- ------------- Investment income............................................................... $ 2,697 $ 219 $ 457 Realized gains on investments................................................... 43 11 Income from legal settlement.................................................... 1,910 ------------ ------------- ------------- Total revenue................................................................... 2,697 262 2,378 Operating expense............................................................... 2,970 1,863 4,059 Interest expense................................................................ 4,877 6,960 5,937 ------------ ------------- ------------- Loss from continuing operations before federal income tax benefit and equity in income from continuing operations of subsidiaries............................. (5,150) (8,561) (7,618) Federal income tax benefit...................................................... 1,845 3,123 2,678 ------------ ------------- ------------- Loss from continuing operations before equity in income from continuing operations of subsidiaries.................................................... (3,305) (5,438) (4,940) Equity in income from continuing operations of subsidiaries (Note A)............ 40,905 25,160 34,738 ------------ ------------- ------------- Income from continuing operations............................................... 37,600 19,722 29,798 Income (loss) from discontinued operations (Note C)............................. (13,122) 8,102 ------------ ------------- ------------- Net income...................................................................... $ 37,600 $ 6,600 $ 37,900 ------------ ------------- ------------- ------------ ------------- ------------- See notes to condensed financial information. F-5 SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT ZENITH NATIONAL INSURANCE CORP. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, ----------------------------------------------- (AMOUNTS IN THOUSANDS) 1996 1995 1994 ------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES: Investment income received.................................................... $ 612 $ 193 $ 477 Recovery from lawsuit settlement.............................................. 6,036 Operating expenses paid....................................................... (3,651) (1,455) (4,099) Interest paid................................................................. (4,908) (6,596) (5,842) Income taxes (paid) refunded.................................................. (616) 3,571 (1,471) ------------- ------------- ------------- Net cash flows from continuing operating activities......................... (8,563) (4,287) (4,899) Net cash flow from expenses of discontinued operations........................ (2,274) ------------- ------------- ------------- Net cash flows from operating activities.................................... (8,563) (6,561) (4,899) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investments: Debt and equity securities Available-for-Sale............................... (11,446) Other debt and equity securities and other investments...................... (10,000) Net change in short-term investments.......................................... 55,865 (82,549) 12,867 Other......................................................................... (3,151) Proceeds from the sale of CalFarm Life........................................ 120,000 ------------- ------------- ------------- Net cash flows from investing activities.................................... 31,268 37,451 12,867 CASH FLOWS FROM FINANCING ACTIVITIES: Cash received from bank line of credit........................................ 43,400 2,100 Cash paid on bank line of credit.............................................. (43,400) (2,100) Cash dividends paid to common stockholders.................................... (17,605) (18,273) (18,894) Proceeds from exercise of stock options....................................... 2,572 4,405 2,093 Purchase of treasury shares................................................... (7,611) (29,318) (346) Dividends received from subsidiaries.......................................... 15,000 10,500 15,000 Net cash from (to) subsidiary................................................. (14,594) 458 (5,356) ------------- ------------- ------------- Net cash flows from financing activities.................................... (22,238) (32,228) (7,503) Net increase (decrease) in cash................................................. 467 (1,338) 465 Cash at beginning of year....................................................... 996 2,334 1,869 ------------- ------------- ------------- Cash at end of year............................................................. $ 1,463 $ 996 $ 2,334 ------------- ------------- ------------- ------------- ------------- ------------- RECONCILIATION OF INCOME FROM CONTINUING OPERATIONS TO NET CASH FLOWS FROM OPERATING ACTIVITIES: Income from continuing operations............................................. $ 37,600 $ 19,722 $ 29,798 Income from continuing operations of subsidiaries............................. (40,905) (25,160) (34,738) Cash flow from expenses of discontinued operations............................ (2,274) Federal income taxes.......................................................... (2,461) 511 (4,149) Decrease in receivable from lawsuit settlement................................ 3,467 Other......................................................................... (2,797) 640 723 ------------- ------------- ------------- Net cash flow from operating activities..................................... $ (8,563) $ (6,561) $ (4,899) ------------- ------------- ------------- ------------- ------------- ------------- See notes to condensed financial information. F-6 SCHEDULE II -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT ZENITH NATIONAL INSURANCE CORP. NOTES TO CONDENSED FINANCIAL INFORMATION The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Zenith National Insurance Corp. (Zenith) and subsidiaries. A. Investment In Subsidiaries: Zenith owns, directly or indirectly, 100% of the outstanding stock of Zenith Insurance Company, CalFarm Insurance Company, ZNAT Insurance Company, Zenith Star Insurance Company and Perma-Bilt, a Nevada Corporation. These investments are included in the financial statements on the equity basis of accounting. Temporary advances in the ordinary course of business are included in other assets. The excess of cost over net assets acquired of $2,009,000 represents the unamortized excess of cost over underlying net tangible assets of companies acquired prior to 1970, which is considered to have continuing value. Zenith partially funds the cash flow requirements of its real estate construction subsidiary. Intercompany interest charges to such subsidiary reduce Zenith's interest expense. Zenith files a consolidated federal income tax return. The equity in the income from continuing operations of subsidiaries of $40,905,000 in 1996, $25,160,000 in 1995 and $34,738,000 in 1994 is net of a provision for federal income tax expense of $21,362,000 in 1996, $12,823,000 in 1995 and $17,986,000 in 1994. Zenith has formulated tax allocation procedures with its subsidiaries and the 1996, 1995 and 1994 condensed financial information reflect Zenith's portion of the consolidated taxes. Zenith Insurance Company paid dividends to Zenith of $15,000,000 in 1996, $10,000,000 in 1995 and $15,000,000 in 1994. CalFarm Life Insurance paid a dividend to Zenith of $500,000 prior to its sale in the fourth quarter of 1995. B. Senior Notes Payable Zenith issued $75,000,000 of 9% Senior Notes due 2002 (the "9% Notes") at par in May 1992. Interest on the 9% Note is payable semi-annually. The 9% Notes are general unsecured obligations of Zenith. C. Discontinued Operations: During the fourth quarter of 1995, Zenith completed the sale of its wholly-owned subsidiary, CalFarm Life Insurance Company ("CalFarm Life"), to a subsidiary of SunAmerica Inc. for approximately $120 million in cash. The group health insurance business of CalFarm Life was retained by Zenith. The sale resulted in a loss of approximately $19.5 million, after tax, which was recognized by Zenith principally in the third quarter of 1995. The life and annuity operations of CalFarm Life are presented as discontinued operations and prior-year financial statements have been restated. After tax income for the discontinued operation from the measurement date to the disposal date was $3,960,000. F-7 SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES COLUMN C ----------- FUTURE COLUMN E COLUMN B POLICY ----------- ----------- BENEFITS, OTHER COLUMN G DEFERRED LOSSES, COLUMN D POLICY COLUMN F ----------- COLUMN A POLICY CLAIMS ----------- CLAIMS AND ----------- NET - ------------------------------ ACQUISITION AND LOSS UNEARNED BENEFITS PREMIUM INVESTMENT SEGMENT COSTS EXPENSES PREMIUMS PAYABLE REVENUE INCOME - ------------------------------ ----------- ----------- ----------- ----------- ----------- ----------- (AMOUNTS IN THOUSANDS) 1996 - ------------------------------ Property and Casualty Workers' compensation....... $ 4,870 $ 329,670 $ 28,330 $ 210,916 Other property/casualty..... 14,422 108,899 88,884 204,778 Reinsurance................. 1,460 87,858 9,995 37,162 ----------- ----------- ----------- ----------- ----------- ----------- 20,752 526,427 127,209 452,856 $ 48,457 Reinsurance ceded............. 93,651 Registrant.................... 2,697 ----------- ----------- ----------- ----------- ----------- ----------- Total....................... $ 20,752 $ 620,078 $ 127,209 $ -- $ 452,856 $ 51,154 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- 1995 - ------------------------------ Property and Casualty Workers' compensation....... $ 5,001 $ 262,738 $ 28,644 $ 203,252 Other property/casualty..... 13,802 107,995 78,760 192,276 Reinsurance................. 1,536 92,390 12,187 41,985 ----------- ----------- ----------- ----------- ----------- ----------- 20,339 463,123 119,591 437,513 $ 45,931 Reinsurance ceded............. 54,429 Registrant.................... 219 ----------- ----------- ----------- ----------- ----------- ----------- Total....................... $ 20,339 $ 517,552 $ 119,591 $ -- $ 437,513 $ 46,150 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- 1994 - ------------------------------ Property and Casualty Workers' compensation....... $ 4,430 $ 264,665 $ 34,123 $ 216,030 Other property/casualty..... 12,598 101,615 77,211 186,661 Reinsurance................. 1,478 96,430 10,491 36,138 ----------- ----------- ----------- ----------- ----------- ----------- 18,506 462,710 121,825 438,829 $ 39,611 Reinsurance ceded............. 47,696 Registrant.................... 457 ----------- ----------- ----------- ----------- ----------- ----------- Total....................... $ 18,506 $ 510,406 $ 121,825 $ -- $ 438,829 $ 40,068 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- COLUMN H COLUMN I ----------- ----------- BENEFITS, AMORTIZATION COLUMN J CLAIMS, OF DEFERRED ----------- COLUMN K COLUMN A LOSSES AND POLICY OTHER ----------- - ------------------------------ SETTLEMENT ACQUISITION OPERATING PREMIUMS SEGMENT EXPENSES COSTS EXPENSES WRITTEN - ------------------------------ ----------- ----------- ----------- ----------- (AMOUNTS IN THOUSANDS) 1996 - ------------------------------ Property and Casualty Workers' compensation....... $ 159,047 $ 35,921 $ 32,704 $ 210,603 Other property/casualty..... 137,423 43,247 16,031 212,399 Reinsurance................. 18,230 4,925 1,709 35,059 ----------- ----------- ----------- ----------- 314,700 84,093 50,444 458,061 Reinsurance ceded............. Registrant.................... 2,969 ----------- ----------- ----------- ----------- Total....................... $ 314,700 $ 84,093 $ 53,413 $ 458,061 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- 1995 - ------------------------------ Property and Casualty Workers' compensation....... $ 153,692 $ 36,358 $ 22,090 $ 197,773 Other property/casualty..... 149,797 39,621 14,865 198,676 Reinsurance................. 22,100 5,867 1,063 43,433 ----------- ----------- ----------- ----------- 325,589 81,846 38,018 439,882 Reinsurance ceded............. Registrant.................... 1,863 ----------- ----------- ----------- ----------- Total....................... $ 325,589 $ 81,846 $ 39,881 $ 439,882 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- 1994 - ------------------------------ Property and Casualty Workers' compensation....... $ 129,352 $ 32,336 $ 24,779 $ 218,044 Other property/casualty..... 138,925 38,782 15,920 190,922 Reinsurance................. 25,571 6,135 110 39,674 ----------- ----------- ----------- ----------- 293,848 77,253 40,809 448,640 Reinsurance ceded............. Registrant.................... 4,059 ----------- ----------- ----------- ----------- Total....................... $ 293,848 $ 77,253 $ 44,868 $ 448,640 ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- F-8 SCHEDULE IV -- REINSURANCE ZENITH NATIONAL INSURANCE CORP. AND SUBSIDIARIES COLUMN F COLUMN C COLUMN D ---------- COLUMN B ------------ ----------- PERCENTAGE COLUMN A -------------- CEDED TO ASSUMED COLUMN E OF AMOUNT - ------------------------------------------------------- GROSS OTHER FROM OTHER -------------- ASSUMED (AMOUNTS IN THOUSANDS) AMOUNT COMPANIES COMPANIES NET AMOUNT TO NET -------------- ------------ ----------- -------------- ---------- DECEMBER 31, 1996 Premiums earned........................................ $ 435,568 $ 24,642 $ 41,930 $ 452,856 9.3% -------------- ------------ ----------- -------------- ---------- -------------- ------------ ----------- -------------- ---------- DECEMBER 31, 1995 Premiums earned........................................ $ 413,258 $ 21,112 $ 45,367 $ 437,513 10.4% -------------- ------------ ----------- -------------- ---------- -------------- ------------ ----------- -------------- ---------- DECEMBER 31, 1994 Premiums earned........................................ $ 422,563 $ 21,521 $ 37,787 $ 438,829 8.6% -------------- ------------ ----------- -------------- ---------- -------------- ------------ ----------- -------------- ---------- F-9 EXHIBIT INDEX EXHIBIT NO. PAGE NUMBER - ---------- ----------- 2.1 Amended and Restated Agreement and Plan of Merger by and among Zenith AGC Acquisition Insurance Company, Zenith Insurance Company, Zenith National Insurance Corp., Associated General Commerce Self-Insurers' Trust Fund and AGC Risk Management Group Inc. dated as of October 7, 1996. 2.2 Stock Acquisition Agreement, dated as of September 19, 1995, between Anchor National Life Insurance Company and Zenith National Insurance Corp. (Incorporated herein by reference to Exhibit 2.1 to Zenith's Report on Form 8-K dated October 6, 1995.) 2.3 Amendment No. 1 to Stock Acquisition Agreement dated as of December 27, 1995, by and among Anchor National Life Insurance Company, SunAmerica Life Insurance Company and Zenith National Insurance Corp. (Incorporated herein by reference to Exhibit 2.1 to Zenith's Report on Form 8-K dated January 9, 1996.) 3.1 Certificate of Incorporation of Zenith as in effect immediately prior to November 22, 1985. (Incorporated herein by reference to Exhibit 3 to Zenith's Amendment on Form 8, date of amendment October 10, 1985, to Zenith's Current Report on Form 8-K, date of report July 26, 1985). Certificate of Amendment to Certificate of Incorporation of Zenith, effective November 22, 1985. (Incorporated herein by reference to Zenith's Current Report on Form 8-K, date of report November 22, 1985). 3.2 By-Laws of Zenith, as currently in effect. (Incorporated herein by reference to Exhibit 3.2 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1988.) 4.1 Indenture dated as of May 1, 1992 entered into between Zenith and Norwest Bank Minnesota, National Association, as trustee, pursuant to which Zenith issued its 9% Senior Notes due May 1, 2002. (Incorporated herein by reference to Exhibit 4 to Zenith's Quarterly Report on Form 10-Q for the quarter ended March 31, 1992.) 10.1 Purchase Agreement, dated as of February 4, 1981, among Reliance Insurance Company, Zenith, the Selling Stockholders referred to therein, and Eugene V. Klein, Daniel Schwartz and Harvey L. Silbert as agents for the Selling Stockholders. (Incorporated herein by reference to the exhibit to the Schedule 13D filed by Reliance Financial Services Corporation on March 9, 1981 with respect to the common stock of Zenith). 10.2 Asset and Liability Assumption Agreement, dated as of June 4, 1985, between Zenith Insurance and the Insurance Commissioner of the State of California (the "Commissioner"). (Incorporated herein by reference to Exhibit 1 to Zenith's Current Report on Form 8-K, date of report July 26, 1985). 10.3 Memorandum and Agreement of Closing dated as of July 26, 1985, among Zenith Insurance, Zenith and the Commissioner (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985), together with the following exhibits: (a) Exhibit A -- Grant Deed, dated July 25, 1985, by the Commissioner in favor of Zenith Insurance. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). (b) Exhibit B -- Bill of Sale, dated as of July 26, 1985, by the Commissioner in favor of Zenith Insurance. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). (c) Exhibit C -- Assignment of Assets and Assumption of Liabilities, dated as of July 26, 1985, between the Commissioner and Zenith Insurance. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). (d) Exhibit D -- Noncompetition Agreement, dated as of July 26, 1985, between the Commissioner and Zenith Insurance. (Incorporated herein by reference to Exhibit 28.3 to Zenith's Current Report on Form 8-K, date of report July 26, 1985). (e) Exhibit E -- First Assignment Separate from Certificate, dated July 26, 1985, by the Commissioner in favor of Zenith. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10-K for the year ended December 31, 1985). (f) Exhibit F -- Engagement and Reimbursement Agreement, dated as of July 26, 1985, between Zenith Insurance and the Commissioner. (Incorporated herein by reference to Exhibit 28.2 to Zenith's Current Report on Form 8-K, date of report July 26, 1985). *10.4 Zenith's Non-Qualified Stock Option Plan, as in effect immediately prior to December 6, 1985. (Incorporated herein by reference to Zenith's Registration Statement on Form S-8 (SEC File No. 2-97962)). *10.5 Zenith's Amended and Restated Non-Qualified Stock Option Plan, adopted by Zenith's Board of Directors on December 6, 1985. (Incorporated herein by reference to Zenith's Registration Statement on Form S-8 (SEC File No. 33-8948)). *10.6 Amendment No. 2 to the Zenith National Insurance Corp. Amended and Restated Non-Qualified Stock Option Plan, dated as of April 9, 1996. (Incorporated herein by reference to Exhibit 10.4 to Zenith's Quarterly Report on Form 10Q for the quarter ended June 30, 1996. *10.7 Zenith National Insurance Corp. 1996 Employee Stock Option Plan, approved by the Stockholders on May 22, 1996. (Incorporated herein by reference to Exhibit 10.5 to Zenith Quarterly report on Form 10Q for the quarter ended June 30, 1996. (SEC File No. 333-04399)). *10.8 Employment Agreement, dated February 8, 1995, between Zenith and Fredricka Taubitz. (Incorporated herein by reference to Exhibit 10.6 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994). *10.9 Employment Agreement, dated February 16, 1995, between Zenith and John J. Tickner. (Incorporated herein by reference to Exhibit 10.7 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994). *10.10 Employment Agreement, dated February 2, 1995, between Zenith and Stanley R. Zax. (Incorporated herein by reference to Exhibit 10.8 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994). *10.11 Stock Option Agreement, dated as of March 15, 1996, between Zenith and Stanley R. Zax. (Incorporated herein by reference to Exhibit 10.3 to Zenith's Quarterly Report on Form 10Q for the quarter ended June 30, 1996). *10.12 Zenith National Insurance Corp. Executive Officer Bonus Plan, dated as of March 21, 1994. 10.13 Credit Agreement, dated as of December 14, 1994, between Zenith and Sanwa Bank of California. (Incorporated herein by reference to Exhibit 10.10 to Zenith's Annual Report on Form 10K for the year ended December 31, 1994.) 10.14 Amendment dated as of December 28, 1995 to Credit Agreement, dated as of December 14, 1994, between Zenith and Sanwa Bank of California. (Incorporated herein by reference to Exhibit 10.11 to Zenith's Annual Report on Form 10K for the year ended December 31, 1995.) 10.15 Second Amendment, dated June 28, 1996, to Revolving Note Agreement, dated December 14, 1994 between Zenith and Sanwa Bank California. (Incorporated by reference to Exhibit 10.2 to Zenith's Quarterly Report of Form 10Q for the quarter ended June 30, 1996.) 10.16 Revolving Note Agreement, dated July 1, 1996, between Zenith and City National Bank. (Incorporated herein by reference to Exhibit 10.1 to Zenith's Quarterly Report on Form 10Q for the quarter ended June 30, 1996.) 10.17 Agreement of Reinsurance #8051 between General Reinsurance Corporation and Zenith Insurance Company, ZNAT Insurance Company, Zenith Star Insurance Company and CalFarm Insurance Company, dated as of May 22, 1995. (Incorporated herein by reference to Exhibit 10.13 to Zenith's Annual Report on Form 10K for the year ended December 31, 1995.) 10.18 Workers' Compensation and Employers' Liability Reinsurance Agreement between Zenith Insurance Company and Employers Reinsurance Corporation, effective January 1, 1986. (Incorporated herein by reference to Exhibit 10.14 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.19 Agreement of Reinsurance No. 7276 between CalFarm Insurance Company and General Reinsurance Corporation, dated as of February 5, 1988. (Incorporated herein by reference to Exhibit 10.15 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.20 Agreement of Reinsurance No. B226 between CalFarm Insurance Company and General Reinsurance Corporation, dated as of January 13, 1988. (Incorporated herein by reference to Exhibit 10.16 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.21 Agreement of Reinsurance No. B197-A between CalFarm Insurance Company and General Reinsurance Corporation, dated as of January 13, 1988. (Incorporated herein by reference to Exhibit 10.17 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.22 Agreement of Reinsurance No. B196-A between CalFarm Insurance Company and General Reinsurance Corporation, dated as of January 13, 1988. (Incorporated herein by reference to Exhibit 10.18 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 10.23 Agreement of Reinsurance No. 420 among General Reinsurance Corporation, American Reinsurance Company, Cat Limited, Renaissance Reinsurance Company and Vesta Fire Insurance Company and CalFarm Insurance, Zenith Insurance and ZNAT Insurance, effective September 1, 1996. 10.24 Aggregate Excess of Loss Reinsurance Agreement between Associated General Contractors Self Insurers Trust Fund and Reliance Insurance Company effective December 31, 1991. 10.25 Specific Excess Workers' Compensation and Employers' Liability Policy between Planet Insurance Company (now Reliance National Indemnity Company) and Associated General Contractors of Florida Self Insurance Fund effective January 1, 1993. 10.26 Life, Disability and Accidental Death Facultive Reinsurance Agreement between CalFarm Insurance Company and Occidental Life Insurance Company of California, effective April 1, 1971. (Incorporated herein by reference to Exhibit 10.21 to Zenith's Annual Report on Form 10K for the year ended December 31, 1991.) 11 Computation of Earnings Per Share for the three (3) years ended December 31, 1996 13 Zenith's Annual Report to Stockholders for the year ended December 31, 1996, but only to the extent such report is expressly incorporated by reference herein, and such report is not otherwise to be deemed "filed" as a part of this Annual Report on Form 10K. 21 Subsidiaries of Zenith. 23 Consent of Coopers & Lybrand L.L.P., dated March 28, 1997. (Incorporated herein by reference to page F-1 of this Annual Report on Form 10K). 27 Financial Data Schedule 99.1 Information required by rule 15d-21 under the Securities Exchange Act of 1934 for the year ended December 31, 1996 for the Zenith Investment Partnership 401(k) Plan. - ------------------------ *Management contract or compensatory plan or arrangement (b) REPORTS ON FORM 8-K None.