RLI CORP — Major Shareholding Notification 2005

Feb 7, 2005

SC 13G/A 1 a05-2819_1sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G

*Under the Securities Exchange Act of 1934 (Amendment No. 20)**

*RLI Corp.*

(Name of Issuer)

*Common Stock $1.00 Par Value*

(Title of Class of Securities)

*749607 10 7*

(CUSIP Number)

*December 31, 2004*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Gerald D. Stephens, Social Security Number ###-##-#### | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o Not
applicable |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 1,108,362 Shares |
| | 6. | Shared Voting Power As of December 31, 2004, the RLI Corp. Key Employee Excess Benefit Plan has
allocated 113,634 shares and the Executive Deferred Compensation Plan has
allocated 12,321 shares of the Common Stock of RLI Corp. to the account of
Gerald D. Stephens. All such Common Stock in said Plans is voted by RLI Corp.
Gerald D. Stephens is Chairman of the Board of RLI Corp. All beneficial interest in such Common Stock is otherwise
vested in the Reporting Person or his designated beneficiary. RLI Corp. and the Trustee disclaim
beneficial ownership in the Common Stock owned by the Key Employee Excess
Benefit and Executive Deferred Compensation Plans. |
| | 7. | Sole Dispositive Power 1,108,362 shares |
| | 8. | Shared Dispositive Power The RLI Corp. Employee Stock Ownership Plan and Trust (“ESOP”) owns 2,117,737 shares
(8.4%) of the Common Stock of RLI Corp. Under the terms of the ESOP, RLI
Corp., as Plan Administrator, determines the distribution of shares according
to the provisions of the Plan to eligible vested participants or their
beneficiaries. Gerald D. Stephens is Chairman of the Board of RLI Corp. |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,628,829 Note: Mr. Stephens has the
right to acquire 394,512 shares of Common Stock through the RLI Corp.
Incentive Stock Option Plan. | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o The amount in row (9) excludes certain shares as to which beneficial ownership
is disclaimed. 70,454 Note: Mr.
Stephens disclaims any beneficial interest in the 70,454 shares owned by his
wife, Helen M. Stephens | |
| 11. | Percent of Class
Represented by Amount in Row (9) 6.3% | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

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| Item 1. | (a) | Name
of Issuer RLI Corp. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer's Principal Executive Offices 9025 North Lindbergh Drive, Peoria, IL
61615 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing Gerald D. Stephens | |
| | (b) | Address
of Principal Business Office or, if none, Residence 9025 North Lindbergh Drive, Peoria, IL
61615 | |
| | (c) | Citizenship United States | |
| | (d) | Title
of Class of Securities Common Stock $1.00 Par Value | |
| | (e) | CUSIP
Number 749607 10 7 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

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| Item 4. | Ownership:
Incorporated by reference to Items 5) through 11) of the cover page | | |
| --- | --- | --- | --- |
| Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1. | | | |
| | (a) | Amount
beneficially owned: | |
| | (b) | Percent
of class: | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the vote |
| | | (ii) | Shared
power to vote or to direct the vote |
| | | (iii) | Sole
power to dispose or to direct the disposition of |
| | | (iv) | Shared
power to dispose or to direct the disposition of |
| Item 5. | Ownership
of Five Percent or Less of a Class | | |
| If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following o . | | | |
| Not applicable | | | |
| Item 6. | Ownership
of More than Five Percent on Behalf of Another Person | | |
| Not applicable | | | |
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person | | |
| Not applicable | | | |
| Item 8. | Identification
and Classification of Members of the Group | | |
| Not applicable | | | |
| Item 9. | Notice of
Dissolution of Group | | |
| Item 10. | Certification | | |

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

02/04/05
Date
/s/ Gerald D. Stephens
Signature Gerald D. Stephens

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