<PAGE>
As in effect
3/1/61
FORM 10K/A
-----------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDEMENT NO. 3
-------
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for 1995 on
Form 10-K as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions
amended.)
FORM 11-K
Purusant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
--------------------------------------
(Registrant)
Date: April 29, 1996 By: /s/ Paul D. Adams
-----------------------------------
Paul D. Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages:18
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 11-K
_______________
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 1995
_______________
BITUMINOUS 401(k) SAVINGS PLAN
(Formerly Known as BITCO Savings Plan)
_______________
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVE
CHICAGO, ILLINOIS 60601
-1-
<PAGE>
Item 1 - Changes in the Plan
-------------------
Incorporated by reference from Exhibit 5 and Exhibit 6 included herein.
Item 2 - Changes in Investment Policy
----------------------------
Incorporated by reference from Exhibit 5 and Exhibit 6 included herein.
(See also Item 8 below.)
Item 3 - Contributions under the Plan
----------------------------
The Company's contributions are measured by reference to the employee's
contributions and are not discretionary.
Item 4 - Participating Employees
-----------------------
There were approximately 352 participants who are currently making
contributions in the plan as of December 31, 1995 out of approximately 516
eligible employees.
Item 5 - Administration of the Plan
---------------------------
(a) The Bituminous 401(k) Savings Plan (the "Plan"), formerly known as the
Bitco Savings Plan, provides that Bituminous Casualty Corporation,
("Bituminous"), an affiliate of Bitco Corporation ("Bitco"), shall
appoint Committee Members (the "Committee") to administer the Plan. The
committee formulates and carries out all rules necessary to operate the
Plan, makes decisions regarding the interpretation or application of Plan
provisions, and has the authority to act in its sole discretion when
carrying out the provisions of the Plan. Any decision made by the
committee in good faith is final and binding on all parties. The
committee members presently are as follows:
Greg Ator
Bituminous Casualty Corporation
320 - 18th Street
Rock Island, IL 61201
Janine Happ
Bituminous Casualty Corporation
320 - 18th Street
Rock Island, IL 61201
Robert Rainey
Bituminous Casualty Corporation
320 - 18th Street
Rock Island, IL 61201
(b) The committee receives no compensation in that capacity.
Item 6 - Custodian of Investments
------------------------
(a) The Committee has retained CG Trust Company, a trust company organized
under the laws of the State of Illinois, as Trustee. The Trustee acts
under a Trust Agreement with Bituminous that implements and forms a part
of the Plan. In accordance with the Trust Agreement the Committee may,
in their discretion, appoint one or more "Investment Managers" to direct
-2-
<PAGE>
the investments to be made by the Trustees with any part or all of the
Plan assets. CG Trust Company entered into Group Annuity Contract
Number GA-10911 with Connecticut General Life Insurance Company (CGLIC),
a legal reserve life insurance company, to provide record keeping
services. CGLIC also serves as the investment manager of the following
funds: CIGNA Guaranteed Government Securities Account, CIGNA Guaranteed
Long-Term Account, CIGNA Separate Account - Fidelity Advisor Income and
Growth Fund, CIGNA Stock Market Index Account and the CIGNA Separate
Account - Fidelity Advisor Growth Opportunities Fund. The custodian of
the ORI Stock Account (an Outside Market - Valued Fund) is Chase
Manhattan Bank.
Investment expense paid to CGLIC were $0 and $0 for the years ended
December 31, 1995 and 1994.
(b) No bond was furnished by Connecticut General.
Item 7 - Reports to Participating Employees
----------------------------------
Participants will receive a statement reflecting the condition of their
respective accounts as of June 30 and December 31 of each year, following the
June 30 and December 31 accounting dates, respectively. Participants may
also receive additional information on a more frequent basis throughout the
year on Answerline, a CGLIC automated voice response system.
Annually, each participant will receive a copy of financial statements filed
herewith.
Item 8 - Investment of Funds
-------------------
The trust fund will be divided into separate investment funds, and a
participant's accounts will be invested in one or more of the investment
funds. The investment funds will consist of the following:
CIGNA Guaranteed Government Securities Account. This fund will be invested
primarily in short-term U.S. Treasury securities, obligations of governmental
agencies and repurchase agreements collateralized by such Treasury or
government agency obligations.
CIGNA Guaranteed Long-Term Account. This fund will be invested primarily in
commercial mortgages, private placements and publicly traded bonds and short-
term money market instruments for cash flow management.
CIGNA Separate Account - Fidelity Advisor Income and Growth Fund. This fund
will be invested in the Fidelity Advisor Income and Growth Fund, which invests
primarily in a combination of common and preferred stocks, convertible
securities and bonds, but which may also invest in foreign securities.
CIGNA Stock Market Index Account. This fund will be invested primarily in
common stocks reflecting the composition of the Standard and Poor's 500
Composite Stock Index.
CIGNA Separate Account - Fidelity Advisor Growth Opportunities Fund. This
fund will be invested in the Fidelity Advisor Growth Opportunities Fund
which invests primarily in common stocks and securities convertible into
common stock, but which may also invest in all types of securities
(including foreign securities).
ORI Stock Account. This fund will be invested in common or preferred stock
of Old Republic International Corporation.
-3-
<PAGE>
On March 11, 1985, Bitco merged into a subsidiary of Old Republic International
Corporation. The combination resulted in a tax-free exchange of 0.4 (4/10th)
share of Old Republic International Corporation voting Series E Cumulative
Convertible Preferred Stock for each share of Bitco common stock included in
the Bitco Common Stock Fund. The Old Republic International Corporation
Series E Preferred Stock is convertible at any time at the option of the
holder into 1.25 shares of Old Republic International Corporation common
stock. The Plan exchanged 34,880 shares of Bitco stock on March 11, 1985.
In February 1987, all shares of the Series E Preferred Stock were converted
to 29,994 shares of Old Republic International Corporation common stock.
Since March 1987, the ORI Stock Account has invested solely in Old Republic
International Corporation common stock. The committee does not anticipate
purchasing any other type of Old Republic International Corporation stock
other than common stock.
Item 9 - Financial Statements and Exhibits
---------------------------------
Financial Statements Page No.
Report of Independent Accountants for the years ended
December 31, 1995 and 1994 F-1
Statements of Net Assets Available for Benefits at
December 31, 1995 and 1994 F-2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1995 and 1994 F-3
Notes to Financial Statements F-4 to F-9
Supplemental Schedules
- ----------------------
Item 27A - Schedule of Assets Held for Investment Purposes
Item 27D - Schedule of Reportable Transactions
Exhibits
- --------
Exhibit 1 - Agreement and Plan of Merger, dated as of December 21, 1984, as
amended and restated, by and between Bitco Corporation and ROI, Inc.
Incorporated by reference from Old Republic International
Corporation's Form S-14 Registration Statement dated
February 12, 1985, Exhibit A.
Exhibit 2 - Supplemental Agreement dated as of December 21, 1984, as amended
and restated, among Old Republic International Corporation, ROI,
Inc. and Bitco Corporation.
Incorporated by reference from Old Republic International
Corporation's Form S-14 Registration Statement dated
February 12, 1985, Exhibit B.
-4-
<PAGE>
Exhibit 3 - Second Amendment of Bitco Savings Plan and First Amendment of
Bitco Savings Trust dated February 3, 1986.
Exhibit 4 - Third Amendment of Bitco Savings Plan and Second Amendment of
Bitco Savings Trust dated June 22, 1989.
Exhibit 5 - Bituminous 401(k) Savings Plan, as amended and restated,
effective January 1, 1994, formerly known as Bitco Savings Plan.
Exhibit 6 - Trust Agreement establishing the Bituminous 401(k) Savings Trust,
by and between, Bituminous Casualty Corporation and CG Trust
Company, effective January 1, 1994.
-5-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee Members have duly caused this annual report to be signed on behalf
of the undersigned, thereunto duly authorized.
BITUMINOUS 401(K) SAVINGS PLAN, Registrant
By /s/ Greg Ator
----------------------------------------
Greg Ator, Committee Member
By /s/ Janine Happ
----------------------------------------
Janine Happ, Committee Member
By /s/ Robert Rainey
----------------------------------------
Robert Rainey, Committee Member
Dated: April 25, 1996
-6-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Bituminous 401(k) Savings Plan
Bituminous Casualty Corporation:
We have audited the accompanying statements of net assets available for
benefits of the Bituminous 401(k) Savings Plan (the Plan ) as of December 31,
1995 and 1994, and the related statements of changes in net assets available
for benefits for the years ended December 31, 1995 and 1994. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Bituminous
401(k) Savings Plan as of December 31, 1995 and 1994, and the changes in net
assets available for benefits for the years ended December 31, 1995 and 1994,
in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The supplemental schedules of the Plan
are presented for the purpose of additional analysis and are not a required
part of the basic financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations of Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
The schedule of assets held for investment purposes and the schedule of
reportable transactions that accompany the Plan s financial statements do not
disclose the historical cost of certain plan assets held by the Plan custodian.
Disclosure of this information is required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974.
/s/ Coopers & Lybrand, L.L.P.
Chicago, Illinois
April 25, 1996
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1995 and 1994
ASSETS 1995 1994
<S> <C> <C>
Investments, at fair value:
Old Republic International Corporation common stock $4,078,186 $2,577,485
(cost: 1995 - $1,641,784; 1994 - $1,574,248)
Pooled Separate Accounts 1,548,265 959,960
Investment, at contract value:
CGLIC General Accounts 3,353,016 3,609,235
---------- ----------
8,979,467 7,146,680
Cash 24,332 8,939
Contributions receivable 19,522 17,479
---------- ----------
Net assets available for benefits $9,023,321 $7,173,098
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
<TABLE>
BITUMINOUS 401(K) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the years ended December 31, 1995 AND 1994
1995 1994
<S> <C> <C>
Additions:
Employer contributions $ 150,039 $ 156,798
Employee contributions 694,987 674,813
Investment income:
Dividend from Old Republic International
Corporation common stock 59,173 55,197
Net investment gain from Pooled Separate Accounts 211,693 1,239
Income from CGLIC General Accounts 199,809 180,096
Net appreciation of investments 1,657,826 -0-
---------- ----------
2,128,501 236,532
---------- ----------
Total additions $2,973,527 $1,068,143
---------- ----------
Deductions:
Transfers to Great West $ -0- $1,873,255
Benefits paid 1,123,304 409,747
Net depreciation of investments -0- 186,643
---------- ----------
Total deductions 1,123,304 2,469,645
---------- ----------
Net additions (deductions) 1,850,223 (1,401,502)
Net assets available for benefits:
Beginning of year 7,173,098 8,574,600
---------- ----------
End of year $9,023,321 $7,173,098
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
BITUMINOUS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1.Summary of Significant Accounting Policies
------------------------------------------
The following description of the Bituminous 401(k) Savings Plan (the "Plan")
provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
A. General
The plan is a defined contribution plan covering substantially all of the
employees of Bituminous Casualty Corporation (the "Company") who have
completed one year of service, attained age twenty-one (age twenty-five in
1984) and have completed 1,000 hours of service during the 12 month period
commencing on their date of hire or during a plan year. Participation in
the Plan is optional. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended from
time to time. Effective as of the close of business of the Company on
December 31, 1993, cash and securities having a fair market value of
$1,873,255, the portion of the plan attributable to participants employed
by Great West, Joe Morten & Son, Inc., Dornberger/Berry & Company, Midwest
Insurance, Inc., Motor-Ways, Inc., National Adjustment Company and
Truckmen's Underwriters Agency, Inc. (the Transferred Companies ) were
transferred to the Great West Casualty Company Profit Sharing Plan during
the first quarter of 1994. The Plan and the
Plan's trust shall have no further liability to the participants employed
by the Transferred Companies or their beneficiaries.
B. Contributions
Participants may contribute up to 6 percent of their annual compensation on
a before-tax basis. The Company provides a matching contribution equal to
25 percent of the participant's contribution. Effective January 1, 1994,
participants may elect to have their voluntary contributions invested in
any one or more of the six separate investment funds (CIGNA Guaranteed
Long-Term Account, CIGNA Separate Account - Fidelity Advisor Income &
Growth Fund, CIGNA Separate Account - Fidelity Advisor Growth Opportunities
Fund, CIGNA Guaranteed Government Securities Account, CIGNA Stock Market
Index Account and ORI Stock Account). The Company's matching contributions
commencing in 1985 are invested in the ORI Stock Account. Prior to January
1, 1994 participants could elect to have their voluntary contributions
invested in any one or more of the four separate investment funds
(Equity Fund, Guaranteed Long-Term Account, Short-Term Fund and ORI Stock
Account).
C. Participant Accounts
Each participant's account is credited with the participant's contribution,
an allocation of the Company's contribution and Plan earnings. Interest
will be credited to the Guaranteed Long-Term Account and Guaranteed
Government Securities Account (the General Accounts ) daily. Interest
will be credited to each dollar in the General Accounts from the
valuation date on which it is allocated to the General Accounts until the
valuation date as of which it is transferred, distributed or disbursed from
the General Accounts. Prior to January 1, 1994, Guaranteed Long-Term
Account earnings were allocated by CIGNA, based on the percentage of total
contributions of each participant. The Fidelity Advisor Income and Growth
Fund, Fidelity Advisor Growth Opportunities Fund and Stock Market Index
F-4
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
Account (the Separate Accounts ) are each divided into units of
participation. When an amount is allocated or transferred to the Separate
Accounts, the number of units is increased and when an amount is withdrawn
from the Separate Accounts, the number of units is decreased. Such
increase or decrease in the number of units is determined by dividing the
amount allocated to or withdrawn from the Separate Accounts by the then
current Separate Account unit value. Cash dividends received with respect
to Old Republic International Corporation stock previously credited to
participants shall be applied to purchase additional shares of Old Republic
International Corporation stock in the ORI Stock Account. Such dividends
and the additional shares (including fractional shares) subsequently
purchased with the dividends shall be allocated and credited to the
accounts of participants, pro rata, according to the shares (including
fractional shares) credited to the accounts of participants on the
applicable dividend record date. Any Old Republic International
Corporation stock received as a stock split or stock dividend or as a
result of a reorganization or recapitalization of Old Republic International
Corporation shall be allocated and credited to the accounts of participants
in proportion to the Old Republic International Corporation stock previously
credited to their accounts. Participant's units are calculated on a daily
basis. Quarterly participant unit values for these investment funds are
as follows:
<TABLE>
1995
--------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock ORI
Long Income Growth Government Market Stock
Term * & Growth Opport. Securities Index Account
<S> <C> <C> <C> <C> <C> <C>
First Quarter
Allocating Units 66,875 41,312 7,399 16,282 1,634 121,292
Unit Value 52.55 18.83 32.93 11.17 23.82 24.00
Second Quarter
Allocating Units 64,693 41,350 8,028 15,258 1,943 115,756
Unit Value 53.32 19.64 36.65 11.30 26.03 26.13
Third Quarter
Allocating Units 60,792 41,268 10,796 13,921 2,590 114,344
Unit Value 54.10 20.17 38.83 11.43 28.03 28.88
Fourth Quarter
Allocating Units 58,164 42,202 14,098 14,004 3,075 114,878
Unit Value 54.85 20.80 41.07 11.56 29.64 35.50
</TABLE>
<TABLE>
1994
--------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock ORI
Long Income Growth Government Market Stock
Term * & Growth Opport. Securities Index Market
<S> <C> <C> <C> <C> <C> <C>
First Quarter
Allocating Units 66,152 37,317 3,769 16,014 518 115,384
Unit Value 49.64 18.68 30.44 10.82 20.95 22.63
Second Quarter
Allocating Units 65,949 39,684 4,694 16,622 1,315 119,610
Unit Value 50.24 18.22 30.02 10.89 20.92 22.38
Third Quarter
Allocating Units 65,822 39,912 5,136 16,915 1,406 118,413
Unit Value 50.91 18.64 31.16 10.97 21.89 20.88
Fourth Quarter
Allocating Units 66,236 41,319 5,673 17,277 1,520 121,293
Unit Value 51.59 18.20 30.81 11.08 21.84 21.25
</TABLE>
* f/k/a Fixed Income Fund
F-5
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
The percentage of any resigning or dismissed participant's employer
contribution account balance which is not vested at the settlement
date will be applied against future employer contributions.
D. Expenses
It is the policy of Bituminous Casualty Corporation (a wholly-owned
subsidiary of Bitco Corporation) to provide administrative support for the
plan and to pay for administrative and trustee fees.
E. Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. Participants are immediately vested in the
remainder of their accounts upon death, disability, attainment of normal
retirement age or based on the participant s number of years of service
using the following table:
Years of Service Vested Percentage
Fewer than 1 0%
1 10%
2 20%
3 30%
4 40%
5 60%
6 80%
7 or More 100%
F. Benefits Paid
On termination of service, retirement, or death, distribution of the net
balance in the participant's accounts will be made for the benefit of the
participant or his beneficiary, by one or more of the following methods:
* By payment in a lump sum.
* By purchase of a retirement annuity from an insurance company.
G. Basis of Accounting
The Plan presents in the statements of changes in net assets the net
appreciation (depreciation) in the fair value of its investments which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those investments. Net Assets reported in the Form 5500
do not agree to the Statement of Net Assets Available for Benefits as of
December 31, 1995 and 1994 due to benefits payable to participants which
are reflected only in the Form 5500. These payables, totaling $37,450 for
1995 and $9,326 for 1994, represent 4th quarter withdrawals not made until
the next year. Similarly, benefits paid as reported in the Form 5500
differs from the Statement of Changes in Net Assets Available for Benefits
by $28,124 for 1995 and $9,326 for 1994.
F-6
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
2.Investments
-----------
Old Republic International Corporation stock is stated at the closing market
value on the last business day of the year. The Plan presents in the
statements of changes in net assets available for benefits the net
appreciation (depreciation) in the fair value of the ORI Stock Account,
which consists of the realized gains or losses and the unrealized appreciation
(depreciation) of this investment. The Plan entered into a group annuity
contract with Connecticut General Life Insurance Company (CGLIC). CGLIC
maintains contributions in a contract holder's account and such contributions
are allocated to separate investment funds (see note 3) according to
participant elections. The accounts are credited with earnings on the
underlying investments and charged for Plan benefits paid and deductions
for investment expenses, risk, profit and annual management fees charged by
CGLIC. The General Accounts are included in the financial statements at
contract value and the Separate Accounts are included in the financial
statements at fair value at December 31, 1995 and 1994 as report to the
Plan by CGLIC. Realized investment gains and losses in the separate
investment funds are recognized in the year of sale.
3.Allocation of Net Assets for Benefits and Changes in Net Assets
Available for Benefits
---------------------------------------------------------------
Six separate investment funds are maintained under the Plan for the benefit
of participants. The allocation of net assets available for benefits to the
separate investment funds is as follows:
<TABLE>
As of December 31, 1995
--------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock ORI
Long Income Growth Government Market Stock
Combined Term * & Growth Opport. Securities Index Account
<S> <C> <C> <C> <C> <C> <C> <C>
Old Republic Int'l Stock 4,078,186 --- --- --- --- --- 4,078,186
Pooled Separate Accts. 1,548,265 --- 877,921 579,156 --- 91,188 ---
CGLIC General Account 3,353,016 3,191,034 --- --- 161,982 --- ---
Employers' contributions 3,905 --- --- --- --- --- 3,905
Employees' contributions 15,617 --- --- --- --- --- 15,617
Cash 24,332 --- --- --- --- --- 24,332
--------- --------- ------- ------- ------- ------ ---------
Net assets available for
benefits 9,023,321 3,191,034 877,921 579,156 161,982 91,188 4,122,040
========= ========= ======= ======= ======= ====== =========
</TABLE>
<TABLE>
As of December 31, 1994
--------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock ORI
Long Income Growth Government Market Stock
Combined Term * & Growth Oppor. Securities Index Account
<S> <C> <C> <C> <C> <C> <C> <C>
Old Republic Int'l Stock 2,577,485 --- --- --- --- --- 2,577,485
Pooled Separate Accts. 959,960 --- 751,924 174,840 --- 33,197 ---
CGLIC General Account 3,609,235 3,417,733 --- --- 191,501 --- ---
Employers' contributions 3,496 --- --- --- --- --- 3,496
Employees' contributions 13,983 --- --- --- --- --- 13,983
Cash 8,939 --- --- --- --- --- 8,939
--------- --------- ------- ------- ------- ------ ---------
Net assets available for
benefits 7,173,098 3,417,733 751,924 174,840 191,501 33,197 2,603,903
========= ========= ======= ======= ======= ====== =========
</TABLE>
* f/k/a Fixed Income Fund
F-7
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
3.Allocation of Net Assets for Benefits and Changes in Net Assets Available
for Benefits (continued)
The allocation of changes in net assets available for benefits to the
separate investment funds is as follows:
<TABLE>
For the year ended December 31, 1995
------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income & Growth Government Market Term Equity Stock
Combined Term * Growth Opport. Securities Index Fund Fund Acct.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend from ORI Stock 59,173 --- --- --- --- --- --- --- 59,173
Income (Net of Inv. Exp.) from:
Pooled Separate Accounts 211,693 --- 105,025 90,534 --- 16,134 --- --- ---
CGLIC General Accounts 199,809 192,190 --- --- 7,619 --- --- --- ---
Net apprec./(deprec.) of
investments 1,657,826 --- --- --- --- --- --- --- 1,657,826
Contributions:
Employer 150,039 (587) --- --- --- --- --- --- 150,626
Employee 694,987 347,685 111,631 88,260 22,366 14,421 --- --- 110,625
--------- --------- ------- ------- ------ ------ ----- ----- ---------
Total additions 2,973,527 539,288 216,656 178,794 29,985 30,555 --- --- 1,978,250
Less: benefits paid 1,123,304 578,508 37,948 3,014 57,802 315 --- --- 445,717
Transfer between accounts --- (187,479) (52,711) 228,536 (1,702) 27,752 --- --- (14,396)
--------- --------- ------- ------- ------ ------ ----- ----- ---------
Net incr. (decr.) in net
assets avail. for benefits 1,850,223 (226,699) 125,997 404,316 (29,519) 57,992 --- --- 1,518,137
Net assets available for
benefits:
Beginning of year 7,173,098 3,417,733 751,924 174,840 191,501 33,196 --- --- 2,603,903
--------- --------- ------- ------- ------- ------ ----- ----- ---------
End of year 9,023,321 3,191,034 877,921 579,156 161,982 91,188 --- --- 4,122,040
========= ========= ======= ======= ======= ====== ===== ===== =========
</TABLE>
<TABLE>
For the year ended December 31, 1994
------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock Short ORI
Long Income & Growth Government Market Term Equity Stock
Combined Term * Growth Opport. Securities Index Fund Fund Acct.
Dividend from ORI Stock 55,197 --- --- --- --- --- --- --- 55,197
Income (Net of Inv. Exp.) from:
Pooled Separate Accounts 1,239 --- --- --- --- --- 1,239 --- ---
CGLIC General Accounts 180,096 175,674 --- --- 4,422 --- --- --- ---
Net apprec./(deprec.) of
investments (186,643) --- (32,963) 115 --- 696 --- (2,405) (152,086)
Contributions:
Employer 156,798 1,909 --- --- --- --- --- --- 154,889
Employee 674,813 376,425 110,429 61,007 27,557 8,647 --- --- 90,748
--------- --------- ------- ------- ------- ------ ------- ------- ---------
Total additions 881,500 554,008 77,466 61,122 31,979 9,343 1,239 (2,405) 148,748
Less: benefits paid 409,747 279,322 11,731 1,612 6,343 113 --- --- 110,627
Trans. to Great West 1,873,255 1,043,944 --- --- --- --- 31,335 181,208 616,768
Transfer between accounts --- (174,785) 686,189 115,330 165,865 23,966(204,254)(608,251) (4,060)
--------- --------- ------- ------- ------- ------ ------- ------- ---------
Net incr. (decr.) in net
assets avail. for benefits (1,401,502) (944,043) 751,924 174,840 191,501 33,196(234,350)(791,864) (582,707)
Net assets available for
benefits: --- --- --- --- --- --- --- --- ---
Beginning of year 8,574,600 4,361,776 --- --- --- --- 234,350 791,864 3,186,610
--------- --------- ------- ------- ------- ------ ------- ------- ---------
End of year 7,173,098 3,417,733 751,924 174,840 191,501 33,196 --- --- 2,603,903
========== ========= ======= ======= ======= ====== ======= ======= =========
* f/k/a Fixed Income Fund
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4.Tax Status
----------
The Internal Revenue Service issued a determination letter, received on
October 19, 1983, stating that the Plan was qualified under the provisions
of Section 401(a) and 401(k) of the Internal Revenue Code (IRC). An
additional favorable determination letter dated October 26, 1994, was
received on the endorsements to the Plan transferring Great West Casualty
Participants from the Plan. The Plan s Committee Members believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
5.Assets Greater Than 5% of Plan Assets
-------------------------------------
Investments that represent 5% or more of the plan assets are as follows:
December 31,
1995 1994
Guaranteed Long Term $3,191,034 $3,417,733
ORI Stock 4,078,186 2,577,485
Fidelity Advisor Income and Growth 877,921 751,924
Fidelity Growth Opportunity 579,156 ---
6.Contributions
-------------
Participants may elect to contribute to any one or more of the five funds
established with Connecticut General Life Insurance Company and the ORI
Stock Account. The number of participants with account balances at
December 31, 1995 and 1994 was as follows:
December 31,
1995 1994
Number of Participants with account balances 426 429
7.Plan Termination
----------------
Although they have not expressed any intent to do so, the Company has the
right under the Plan to discontinue their contribution at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants shall become 100 percent vested in the
accounts and are entitled to a distribution of their account balances.
F-9
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1995
Contract/
Description of Investment Current
Identity of Issue including interest rate Cost Value
- ----------------- ------------------------- ---- ---------
<S> <C> <C> <C>
CIGNA Separate Account Long-term investment fund * 3,191,034
Guaranteed Long-Term Avg. rate of return: N/A
Account
CIGNA Separate Account Pooled separate account * 877,921
Fidelity Advisor Income Avg. rate of return: N/A
and Growth Fund
CIGNA Separate Account Pooled separate account * 579,156
Fidelity Advisor Growth Avg. rate of return: N/A
Opportunities Fund
CIGNA Short-term investment fund * 161,982
Guaranteed Government Avg. rate of return: N/A
Securities Account
CIGNA Pooled separate account * 91,188
Stock Market Index Account Avg. rate of return: N/A
ORI Stock Account Common stock 1,641,784 4,078,186
Avg. rate of return: N/A
* Information not available from Connecticut General Life Insurance Company
<PAGE>
</TABLE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1995
Number of Identity of Party Date of Transaction Cost of Gain on
Transactions Involved Description of Asset Transaction Price Asset Sale
- ------------ ----------------- -------------------- ----------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
47 Connecticut General Life Deposit in Guaranteed Various 391,188 * *
Insurance Company Long-Term Account
49 Connecticut General Life Sales of Guaranteed Various 815,765 * *
Insurance Company Long-Term Account
39 Connecticut General Life ORI Stock Account Various 320,446 * *
Insurance Company Purchases
45 Connecticut General Life ORI Stock Account Various 485,581 * *
Insurance Company Sales
</TABLE>
* Information Not Available From Connecticut General Life Insurance Company
