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 Sections 12, 13, or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 3
-----
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its ANNUAL REPORT FOR 1996 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
Pursuant 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 28, 1997 By: /s/ Paul D. Adams
-------------- -----------------------------------
(Signature)
Paul Dennis Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: 23
<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, 1996
---------------
BITUMINOUS 401(k) SAVINGS PLAN
(Formerly Known as BITCO Savings Plan)
---------------
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVE
CHICAGO, ILLINOIS 60601
<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 376 participants who are currently making contributions
in the plan as of December 31, 1996 out of approximately 510 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 the
-2-
<PAGE>
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 National Financial Services
Corporation.
Investment expense paid to CGLIC were $0 and $0 for the years ended
December31, 1996 and 1995.
(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, 1996 and 1995 F-1
Statements of Net Assets Available for Benefits at
December 31, 1996 and 1995 F-2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1996 and 1995 F-3
Notes to Financial Statements F-4 to F-10
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.
Exhibit 7- First Amendment of Bituminous 401(k) Savings Plan, effective
January 1, 1996.
Exhibit 8- Revision to Exhibit A of Trust Agreement, effective April 1, 1996.
-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 15, 1997
-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, 1996 and
1995, and the related statements of changes in net assets available for benefits
for the years ended December 31, 1996 and 1995. 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 Plan as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the years ended December 31, 1996 and 1995, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of 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 for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Coopers & Lybrand, L.L.P.
Chicago, Illinois
April 15, 1997
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1996 and 1995
ASSETS 1996 1995
---- ----
<S> <C> <C>
Investments, at fair value:
Old Republic International Corporation common stock $4,598,138 $4,078,186
(cost: 1996 - $1,879,311; 1995 - $1,641,784)
Pooled separate accounts 2,551,433 1,548,265
Investment, at contract value:
CGLIC general accounts 3,328,662 3,353,016
Participant loans 140,284 ---
----------- -----------
10,618,517 8,979,467
Cash 646 24,332
Contributions receivable 31,755 19,522
------------ -----------
Net assets available for benefits $10,650,918 $9,023,321
============ ===========
</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, 1996 and 1995
1996 1995
---- ----
<S> <C> <C>
Additions:
Employer contributions $ 164,025 $ 150,039
Employee contributions 964,620 694,987
Investment income:
Dividend from Old Republic International Corporation common stock
70,675 59,173
Net investment gain from pooled separate accounts 285,189 211,693
Income from CGLIC general accounts 176,176 199,809
Net appreciation of investments 521,841 1,657,826
Other interest from participant loans 8,297 ---
----------- ----------
1,062,178 2,128,501
----------- ----------
Total additions 2,190,823 2,973,527
----------- ----------
Deductions:
Benefits paid 563,226 1,123,304
----------- ----------
Total deductions 563,226 1,123,304
----------- ----------
Net additions 1,627,597 1,850,223
Net assets available for benefits:
Beginning of year 9,023,321 7,173,098
----------- ----------
End of year $10,650,918 $9,023,321
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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.
B. Contributions
Participants may contribute up to 6 percent of their annual
compensation on a before-tax basis. Effective January 1, 1997, the
maximum participant contribution was increased to 9 percent. The
Company provides a matching contribution equal to 25 percent of the
participant's contribution on the first 6 percent of earnings.
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.
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. The Fidelity
Advisor Income & Growth Fund, Fidelity Advisor Growth Opportunities
Fund and Stock Market Index 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.
F-4
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. Summary of Significant Accounting Policies (continued)
Participant's units are calculated on a daily basis. Quarterly
participant unit values for these investment funds are as follows:
<TABLE>
1996
------------------------------------------------------------------------------------
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 58,121 46,494 18,473 13,870 6,153 112,744
Unit Value $55.08 $20.47 $41.51 $11.69 $31.15 $32.50
Second Quarter
Allocating Units 56,177 46,388 20,242 14,166 7,854 171,874
Unit Value $55.83 $20.66 $43.27 $11.82 $32.47 $21.50
Third Quarter
Allocating Units 54,098 47,190 22,473 14,204 9,160 169,387
Unit Value $56.59 $21.18 $44.36 $11.95 $33.40 $24.75
Fourth Quarter
Allocating Units 54,981 47,391 23,420 14,453 9,818 171,893
Unit Value $57.36 $22.51 $48.25 $12.07 $36.09 $26.75
</TABLE>
<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>
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.
F-5
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
BITUMINOUS 401(k) SAVINGS PLAN
1. Summary of Significant Accounting Policies (continued)
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. Participant Loans
Effective January 1, 1996, participants may borrow from their accounts
a maximum amount equal to the lesser of $50,000 or 50% of their vested
account balance. Loan transactions are treated as a transfer to (from)
the investment account from (to) the Participant Loans account. Loan
terms shall not extend beyond five years. The loans are secured by the
balance in the participant's account and bear interest at a rate which
is based on the prevailing prime rate as published in The Wall Street
Journal on the first business day of the month in which the loan is
made plus one percentage point. Interest rates range from 9.25 percent
to 9.50 percent.
Principal and interest is paid ratably through bi-weekly payroll
deductions.
G. 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.
H. Basis of Accounting
The Plan presents in the statements of changes in net assets available
for benefits the net appreciation 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.
Net Assets reported in the Form 5500 do not agree to the Statement of
Net Assets Available for Benefits as of December 31, 1996 and 1995 due
to benefits payable to participants which are reflected only in the
Form 5500. These payables, totaling $3,517 for 1996 and $37,450 for
1995, 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 ($33,933)
for 1996 and $28,124 for 1995.
F-6
<PAGE>
NOTES TO FINANCIAL STATEMENTS, CONTINUED
BITUMINOUS 401(k) SAVINGS PLAN
I. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of net
assets available for benefits and disclosures of contingent assets and
liabilities at the date of the financial statements and the changes in
net assets available for benefits during the reporting period. Actual
results could differ from those estimates.
J. Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of
risk associated with certain investment securities and the level of
uncertainty related to changes in the value of investment securities,
it is at least reasonably possible that changes in risks in the near
term would materially affect participants' account balances and the
amounts reported in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan
benefits.
2. Investments
Old Republic International Corporation stock is stated at the closing
market value on the last business day of the year.
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, 1996 and 1995 as reported to
the Plan by CGLIC. Realized investment gains and losses in the separate
investment funds are recognized in the year of sale.
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
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, 1996
--------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock ORI
Long Income Growth Government Market Stock Participant
Combined Term & Growth Opport. Securities Index Account Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Old Republic Int'l Stock $ 4,598,138 --- --- --- --- --- $4,598,138 ---
Pooled separate accounts 2,551,433 --- $1,066,675 $1,130,298 --- $354,460 --- ---
CGLIC general account 3,328,662 $3,154,145 --- --- $174,517 --- --- ---
Participant loans 140,284 --- --- --- --- --- --- $140,284
Employers' contributions 6,351 --- --- --- --- --- 6,351 ---
Employees' contributions 25,404 --- --- --- --- --- 25,404 ---
Cash 646 --- --- --- --- --- 646 ---
----------- ---------- ---------- ---------- -------- -------- ---------- --------
Net assets available
for benefits $10,650,918 $3,154,145 $1,066,675 $1,130,298 $174,517 $354,460 $4,630,539 $140,284
=========== ========== ========== ========== ======== ======== ========== ========
</TABLE>
<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 accounts 1,548,265 --- $ 877,921 $ 579,156 --- $ 91,188 ---
CGLIC general account 3,353,016 $3,191,034 --- --- $161,982 --- ---
Participant loans --- --- --- --- --- --- ---
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 $161,981 $ 91,188 $4,122,040
=========== ========== ========== ========== ======== ======== ==========
</TABLE>
F-8
<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, 1996
----------------------------------------------------------------------------------------------------
Guaranteed Fidelity Fidelity Guaranteed Stock ORI
Long Income Growth Government Market Stock Participant
Combined Term & Growth Opport. Securities Index Account Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend from ORI Stock $70,675 --- --- --- --- --- $70,675 ---
Net investment gain from
pooled separate accounts 285,189 --- $83,074 $154,856 --- $47,259 --- ---
Income from CGLIC general
accounts 176,176 $168,976 --- --- $7,200 --- --- ---
Net appreciation of
investments 521,841 --- --- --- --- --- 521,841 ---
Other interest from
participant
loans 8,297 4,371 959 1,094 281 435 1,157 ---
Contributions:
Employer 164,025 (772) --- --- --- --- 164,797 ---
Employee 964,620 299,377 175,100 259,719 22,245 112,030 96,149 ---
---------- --------- ---------- ---------- -------- ---------- ---------- --------
Total additions 2,190,823 471,952 259,133 415,669 29,726 159,724 854,619 ---
Benefits paid (563,226) (273,565) (26,099) (13,536) (4,739) (1,197) (244,090) ---
Loans issued --- (138,411) (5,582) (7,251) (8,858) (2,908) (27,902) $190,912
Loan repayments --- 20,738 3,143 5,276 722 3,195 17,554 (50,628)
Transfer between accounts --- (117,603) (41,841) 150,984 (4,316) 104,458 (91,682) ---
---------- --------- ---------- ---------- -------- ---------- ---------- --------
Net incr.(decr.)in net
assets avail. for benefits 1,627,597 (36,889) 188,754 551,142 12,535 263,272 508,499 140,284
Net assets available for
benefits:
Beginning of year 9,023,321 3,191,034 877,921 579,156 161,982 91,188 4,122,040 ---
----------- ---------- ---------- ---------- -------- ---------- ---------- --------
End of year $10,650,918 $3,154,145 $1,066,675 $1,130,298 $174,517 $354,460 $4,630,539 $140,284
=========== ========== ========== ========== ======== ========== ========== ========
</TABLE>
<TABLE>
For the year ended 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>
Dividend from ORI Stock $59,173 --- --- --- --- --- $59,173
Net investment gain from
pooled separate accounts 211,693 --- $105,025 $90,534 --- $16,134 ---
Income from CGLIC general
accounts 199,809 $192,190 --- --- $7,619 --- ---
Net appreciation 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
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>
F-9
<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,
1996 1995
---- ----
Guaranteed Long-Term Account $3,154,145 $3,191,034
ORI Stock Account 4,598,138 4,078,186
Fidelity Advisor Income and Growth Fund 1,066,675 877,921
Fidelity Advisor Growth Opportunities Fund 1,130,298 579,156
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, 1996 and 1995 was as follows:
December 31,
1996 1995
---- ----
Number of participants with account balances 470 426
7. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its 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-10
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1996
<TABLE>
Contract/
Description of Investment Current
Identify of Issue including interest rate Cost Value
- ----------------------------- ---------------------------- ---------- ----------
<S> <C> <C> <C>
CIGNA Long-term investment fund $3,154,145 $ 3,154,145
Guaranteed Long-Term Account
CIGNA Separate Account Pooled separate account 925,417 1,066,675
Fidelity Advisor Income and
Growth Fund
CIGNA Separate Account Pooled separate account 892,587 1,130,298
Fidelity Advisor Growth
Opportunities Fund
CIGNA Short-term investment fund 174,517 174,517
Guaranteed Government Securities
Account
CIGNA Pooled separate account 292,473 354,460
Stock Market Index Account
ORI Stock Account Common stock 1,879,311 4,598,138
Participant loans --- 140,284
---------- -----------
Total $7,318,450 $10,618,517
========== ===========
</TABLE>
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1996
<TABLE>
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>
66 Connecticut General Life Deposit in Guaranteed Various $408,571 $408,571 N/A
Insurance Company Long-Term Account
70 Connecticut General Life Sales of Guaranteed Various 614,436 614,436 ---
Insurance Company Long-Term Account
49 Connecticut General Life ORI Stock Account Various 431,230 431,230 N/A
Insurance Company Purchases
54 Connecticut General Life ORI Stock Account Sales Various 433,892 193,703 $240,189
Insurance Company
62 Connecticut General Life Deposits in Fidelity Various 442,040 442,040 N/A
Insurance Company Advisor Growth
Opportunities Fund
25 Connecticut General Life Sales of Fidelity Various 45,621 39,162 6,459
Insurance Company Advisor Growth
Opportunities Fund
</TABLE>
EXHIBIT 7
FIRST AMENDMENT
OF
BITUMINOUS 401(K) SAVINGS PLAN
(As Amended and Restated Effective January 1, 1994)
WHEREAS, Bituminous Casualty Corporation (the "corporation")
maintains Bituminous 401(k) Savings Plan (the "plan"); and
WHEREAS, the plan has been amended and restated effective
January 1, 1994 and further amendment thereof is now considered desirable;
NOW, THEREFORE, by virtue and in exercise of the power
reserved to this corporation by subsection 11.1 of the plan, the plan, as
previously amended and restated, be and is hereby further amended by adding the
following new subsection 7.13 to the plan immediately after subsection 7.12
thereof, effective January 1, 1996:
"7.13. Loans to Participants. While it is the primary purpose
of the plan to accumulate funds for the participants when they
retire, it is recognized that under some circumstances it is in the
best interests of participants to permit loans to be made to them from
their accounts while they continue in the active service of the
employers. Employees with rollover accounts under the plan shall also
be eligible to take loans from their rollover accounts and shall be
treated as participants for purposes of this subsection 7.13.
Accordingly, the committee, pursuant to such rules as it may from time
to time establish, and upon request by a participant supported by such
evidence as the committee requests, may make a loan from the trust fund
to a participant, subject to the following:
(a) The principal amount of any loan made to a
participant when added to the outstanding balance of
all other loans made to the participant from all
qualified plans maintained by the employers, shall
not exceed the lesser of:
(i) $50,000, reduced by the excess (if any) of
the highest outstanding balance during the
one-year period ending immediately preceding
the date of the loan, over the outstanding
balance on the date of the loan, of all such
loans from all such plans; or
(ii) one-half of the participant's total vested
account balances under the plan.
<PAGE>
(b) Each loan must be evidenced by a written note in a
form approved by the committee, shall bear interest
at a reasonable rate which is based on the prevailing
prime rate as published on the first business day of
the month in which the loan is made in The Wall
Street Journal plus one percentage point, and shall
require substantially level amortization (with
payments at least quarterly) over the term of the
loan.
(c) Each loan shall specify a repayment period that shall
not extend beyond five years.
(d) Each loan shall be repaid through payroll deductions.
If a participant is on the active payroll of an
employer but is not receiving pay or is on an
authorized unpaid leave of absence, the committee may
suspend scheduled loan repayments during such period,
provided such suspension does not cause the loan to
exceed the applicable limit set forth in subparagraph
(c) above. No participant shall be permitted to have
more than one loan outstanding at any time. No loan
of less than $1,000 shall be made to any participant.
(e) There shall be an administrative charge for setting
up the loan payable from the participant's accounts.
The committee shall determine a reasonable amount for
such charge from time to time.
(f) Loans will be made from a participant's accounts in
the following order: first, from a participant's
rollover account, then from a participant's basic
contribution account and finally from a participant's
matching contribution account. Loan repayments will
be credited to a participant's accounts by source in
the reverse order from which they were withdrawn.
(g) With regard to withdrawals of loan amounts from a
participant's rollover and basic contribution
accounts, loan amounts will be taken from the
various investment funds in an order to be
determined by the committee and communicated to
participants. Loan repayments will be credited to
the investment funds in which a participant's
accounts are invested in accordance with rules
adopted by the committee based on the participant's
current investment election. If changes are made in
the investment funds available under the plan, the
committee may make changes as it deems appropriate
in the ordering of withdrawals and repayments of
loans.
(h) A participant may prepay the full outstanding
amount of his loan from the plan, plus all interest
accrued to the date of prepayment, at any time.
<PAGE>
If, on the date that is 90 days following a participant's settlement
date, any loan or portion of a loan made to him under the plan,
together with the accrued interest thereon, remains unpaid, an amount
equal to such loan or any part thereof, together with the accrued
interest thereon, shall be charged to the participant's accounts after
all other adjustments required under the plan, but before any
distribution pursuant to subsection 7.4. Interest paid by a participant
on a loan made to him under this subsection 7.13 shall be credited to
the accounts of the participant as of the accounting date which ends
the accounting period of the plan during which such interest payment
was made, after all other adjustments required under the plan as of
that date have been completed."
IN WITNESS WHEREOF, the undersigned duly authorized officer of
the corporation has caused this amendment to be executed this day of December,
1995.
BITUMINOUS CASUALTY CORPORATION
By:____________________________
Its:___________________________
(Corporate Seal)
ATTEST:
_______________________________
Its:___________________________
EXHIBIT 8
APRIL 1, 1996
REVISION TO
EXHIBIT A
SCHEDULE OF TRUST ASSETS
1. Group Annuity contract GA-10911, issued by Connecticut General Life
Insurance Company.
2. Promissory notes given in connection with loans to Plan participants
and beneficiaries.
3. The Trustee agrees to accept Old Republic International Corporation
Common Stock ("Employer Stock") as a Trust asset with the Employer's
understanding and approval that the Employer Stock will be held by
National Financial Services Corporation (NFSC), a Fidelity Investments
Company (the "Custodian") pursuant to and subject to the terms and
conditions of a Master Custody Agreement between the Trustee and the
Custodian.
The following parties have executed this revision on the dates shown below. The
person authorizing this revision represent that they are duly authorized to do
so.
Attest: EMPLOYER
_________________________ By________________________
Its
Date______________________
Attest: CG TRUST COMPANY
_________________________ By________________________
Its
Date______________________
