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 1998 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 15, 1999 By: /s/ Paul D. Adams
-------------- -----------------------------------
(Signature)
Paul Dennis Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: 19
<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, 1998
---------------
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 370 participants who are currently making contributions
in the plan as of December 31, 1998 out of approximately 536 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 Long-Term Account, CIGNA Separate Account - Fidelity Balanced
Fund, CIGNA Separate Account - Fidelity Growth Opportunities Fund, CIGNA
Guaranteed Government Securities Account, and CIGNA Stock Large Company
Index Account. The custodian of the ORI Stock Account (an Outside Market -
Valued Fund) is National Financial Services Corporation.
Investment expense paid to CGLIC was $0 and $0 for the years ended December
31, 1998 and 1997.
(b) No bond was furnished by Connecticut General Life Insurance Company.
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 the financial statements filed
herewith.
Item 8 - Investment of Funds
- ----------------------------
The trust fund is divided into separate investment funds, and a participant's
accounts will be invested in one or more of the investment funds. The investment
funds consist of the following:
CIGNA Charter Guaranteed Long-Term Account. This fund is 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 Balanced Fund. This fund is 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 Separate Account - Fidelity Growth Opportunities Fund. This fund is
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).
CIGNA Charter Guaranteed Government Securities Account. This fund is
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 Charter Stock Large Company Index Account. This fund is invested
primarily in common stocks reflecting the composition of the Standard and
Poor's 500 Composite Stock Index.
-3-
<PAGE>
ORI Stock Account. This fund is invested in common or preferred stock of Old
Republic International Corporation.
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, 1998 and 1997 F-1
Statements of Net Assets Available for Benefits at
December 31, 1998 and 1997 F-2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1998 and 1997 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.
Exhibit 9 - Second Amendment of Bituminous 401(k) Savings Plan, effective
October 1, 1997.
Exhibit 10 - Third Amendment of Bituminous 401(k) Savings Plan, effective
January 1, 1998.
-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 6, 1999
-6-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Bituminous 401(k) Savings Plan
Bituminous Casualty Corporation:
In our opinion, the accompanying statements of net assets available for benefits
present fairly, in all material respects, the financial position of the
Bituminous 401(k) Savings Plan (the "Plan") at December 31, 1998 and 1997, and
the related statements of changes in net assets available for benefits for the
years then ended. 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 of these
statements in accordance with generally accepted auditing standards which
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, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at December 31, 1998 and reportable transactions for the
year ended December 31, 1998 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 audit 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/ PricewaterhouseCoopers, LLP
April 6, 1999
F-1
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998 and 1997
1998 1997
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value:
Old Republic International Corporation common stock $ 5,725,792 $ 6,289,111
Pooled separate accounts 4,921,767 3,885,821
Investment, at contract value:
CGLIC general accounts 3,456,082 3,249,970
Participant loans 264,219 223,031
----------- -----------
14,367,860 13,647,933
Cash 32,937 11,572
Contributions receivable 615 ---
----------- -----------
Net assets available for benefits $14,401,412 $13,659,505
=========== ===========
</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, 1998 and 1997
1998 1997
---- ----
<S> <C> <C>
Additions:
Employer contributions $ 197,641 $ 148,704
Employee contributions 949,646 862,912
Rollover contributions 119,824 45,841
----------- -----------
Total contributions 1,267,111 1,057,457
----------- -----------
Investment income:
Dividends from Old Republic International Corporation
common stock 98,701 84,252
Net investment gain from pooled separate accounts 856,255 713,216
Income from CGLIC general accounts 180,546 181,991
Net (depreciation) appreciation of investments (599,158) 1,752,963
Other interest from participant loans 22,863 17,718
----------- -----------
Total investment income 559,207 2,750,140
----------- -----------
Total additions 1,826,318 3,807,597
----------- -----------
Adjustments:
Total adjustments --- 19
----------- -----------
Deductions:
Benefits paid 1,084,411 799,029
----------- -----------
Total deductions 1,084,411 799,029
----------- -----------
Net additions 741,907 3,008,587
Net assets available for benefits:
Beginning of year 13,659,505 10,650,918
----------- -----------
End of year $14,401,412 $13,659,505
=========== ===========
</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
prior to October 1, 1997, had completed one year of service, attained
age twenty-one and had completed 1,000 hours of service during the 12
month period commencing on their date of hire or during a plan year.
Subsequent to October 1, employees are eligible to participate in the
plan on the last to occur: (A) Date of hire or (B) the start of the
payroll period in which the employee attains age twenty-one.
Participation in the Plan is optional. If an employee does not elect to
join the plan on the first date he is eligible to do so, he may join
the plan at the start of any subsequent payroll period. 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 9 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 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 Balanced Fund, CIGNA Separate Account Fidelity
Growth Opportunities Fund, CIGNA Guaranteed Government Securities
Account, CIGNA Stock Large Company Index Account and ORI Stock
Account). The Company's matching contributions 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
Balanced Fund, Fidelity Growth Opportunities Fund and Stock Large
Company 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
F-4
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
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>
1998
------------------------------------------------------------------------------------
Guaranteed Fidelity Guaranteed Stock Large ORI
Long- Fidelity Growth Government Company Stock
Term Balanced Opport. Securities Index Account
<S> <C> <C> <C> <C> <C> <C>
First Quarter
Allocating Units 49,662 53,869 26,692 14,884 16,388 169,304
Unit Value $62.16 $29.74 $68.13 $12.78 $54.74 $44.50
Second Quarter
Allocating Units 49,637 54,902 27,605 15,379 17,709 259,375
Unit Value $63.02 $30.52 $68.93 $12.90 $56.45 $29.38
Third Quarter
Allocating Units 50,032 53,667 28,319 14,220 19,932 254,874
Unit Value $63.91 $28.72 $63.62 $13.03 $50.71 $22.75
Fourth Quarter
Allocating Units 51,039 51,098 27,699 11,293 19,254 254,480
Unit Value $64.81 $31.66 $76.60 $13.14 $61.41 $22.50
</TABLE>
<TABLE>
1997
------------------------------------------------------------------------------------
Guaranteed Fidelity Guaranteed Stock Large ORI
Long Fidelity Growth Government Company Stock
Term Balanced Opport. Securities Index Account
<S> <C> <C> <C> <C> <C> <C>
First Quarter
Allocating Units 55,231 48,745 22,190 14,769 11,579 168,401
Unit Value $58.46 $22.80 $48.50 $12.23 $37.12 $25.63
Second Quarter
Allocating Units 52,303 49,195 24,397 14,716 13,094 169,394
Unit Value $59.27 $25.66 $55.47 $12.36 $43.56 $30.31
Third Quarter
Allocating Units 51,355 55,039 24,649 14,693 14,466 169,212
Unit Value $60.12 $26.90 $59.63 $12.49 $46.67 $39.00
Fourth Quarter
Allocating Units 50,181 56,040 25,882 15,087 15,526 169,119
Unit Value $60.97 $27.48 $61.91 $12.62 $47.90 $37.19
</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>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
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
----------------------
Participants may elect to 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 8.75 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.
Net assets at December 31, 1998, and 1997, include funds totaling
$2,192,772 and $1,446,337, respectively, which represent the account
balance of retired and terminated participants who have elected to
leave the funds in the plan upon retirement or termination.
H. Basis of Accounting
------------------------
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.
Net Assets reported in the Form 5500 do not agree to the Statement of
Net Assets Available for Benefits as of December 31, 1998 and 1997 due
to benefits payable to participants which are reflected only in the
Form 5500. These payables, totaling $ 524,406 for 1998 and $41,910
F-6
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
1. Summary of Significant Accounting Policies (continued)
------------------------------------------------------
H. Basis of Accounting (continued)
-----------------------------------
for 1997, 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
$482,496 for 1998 and $38,393 for 1997.
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 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 benefits and the statement of
changes in net assets available for 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 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, 1998 and 1997 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, 1998
-------------------------------------------------------------------------------------------------------
Guaranteed Fidelity Guaranteed Stock Large ORI
Long- Fidelity Growth Government Company Stock Participant
Combined Term Balanced Opport. Securities Index Account Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Old Republic Int'l Stock $5,725,792 --- --- --- --- --- $5,725,792 ---
Pooled separate accounts 4,921,767 --- $1,617,677 $2,121,787 --- $1,182,303 --- ---
CGLIC general account 3,456,082 $3,307,675 --- --- $148,407 --- --- ---
Participant loans 264,219 --- --- --- --- --- --- $264,219
Employer's contributions 99 --- --- --- --- --- 99 ---
Employees' contributions 516 --- --- --- --- --- 516 ---
Cash 32,937 10,914 5,700 8,359 1,269 6,695 --- ---
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $14,401,412 $3,318,589 $1,623,377 $2,130,146 $149,676 $1,188,998 $5,726,407 $264,219
=========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
As of December 31, 1997
-------------------------------------------------------------------------------------------------------
Guaranteed Fidelity Guaranteed Stock Large ORI
Long- Fidelity Growth Government Company Stock Participant
Combined Term Balanced Opport. Securities Index Account Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Old Republic Int'l Stock $6,289,111 --- --- --- --- --- $6,289,111 ---
Pooled separate accounts 3,885,821 --- $1,539,776 $1,602,320 --- $743,725 --- ---
CGLIC general account 3,249,970 $3,059,640 --- --- $190,330 --- --- ---
Participant loans 223,031 --- --- --- --- --- --- $223,031
Employer's contributions --- --- --- --- --- --- --- ---
Employees' contributions --- --- --- --- --- --- --- ---
Cash 11,572 --- --- --- --- --- 11,572 ---
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net assets available
for benefits $13,659,505 $3,059,640 $1,539,776 $1,602,320 $190,330 $743,725 $6,300,683 $223,031
========== ========== ========== ========== ========== ========== ========== ==========
</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, 1998
--------------------------------------------------------------------------------------------------------
Guaranteed Fidelity Guaranteed Stock Large ORI
Long- Fidelity Growth Government Company Stock Participant
Combined Term Balanced Opport. Securities Index Account Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividends from ORI Stock $98,701 --- --- --- --- --- $98,701 ---
Net investment gain from
pooled separate accounts 856,255 --- $224,959 $402,204 --- $229,092 --- ---
Income from CGLIC general
Accounts 180,546 $173,492 --- --- $7,054 --- --- ---
Net depreciation of
Investments (599,158) --- --- --- --- --- (599,158) ---
Other interest from
participant loans 22,863 9,177 2,278 3,677 965 2,484 4,282 ---
Contributions:
Employer 197,641 235 --- --- --- --- 197,406 ---
Employee 949,646 266,497 143,835 226,058 27,914 170,533 114,809 ---
Rollover 119,824 19,575 4,535 42,235 --- 43,883 9,596 ---
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions 1,826,318 468,976 375,607 674,174 35,933 445,992 (174,364) ---
Benefits paid (1,084,411) (234,599) (175,865) (23,442) (68,082) (27,942) (554,481) ---
Loans issued --- (86,415) (13,716) (6,779) (10,843) (22,820) (3,890) 144,463
Loan repayments --- 39,457 9,532 17,244 2,854 18,251 15,937 (103,275)
Transfer between accounts --- 71,530 (111,957) (133,371) (516) 31,792 142,522 ---
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net incr.(decr.) in
net assets avail.
for benefits 741,907 258,949 83,601 527,826 (40,654) 445,273 (574,276) 41,188
Net assets avail. for benfits
Beginning of year 13,659,505 3,059,640 1,539,776 1,602,320 190,330 743,725 6,300,683 223,031
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
End of year $14,401,412 $3,318,589 $1,623,377 $2,130,146 $149,676 $1,188,998 $5,726,407 $264,219
=========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
<TABLE>
For the year ended December 31, 1997
--------------------------------------------------------------------------------------------------------
Guaranteed Fidelity Guaranteed Stock Large ORI
Long- Fidelity Growth Government Company Stock Participant
Combined Term Balanced Opport. Securities Index Account Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dividends from ORI Stock $84,252 --- --- --- --- --- $84,252 ---
Net investment gain from
pooled separate accounts 713,216 --- $247,043 $324,083 --- $142,090 --- ---
Income from CGLIC general
Accounts 181,991 $174,493 --- --- $7,498 --- --- ---
Net appreciation of
Investments 1,752,963 --- --- --- --- --- 1,752,963 ---
Other interest from
Participant loans 17,718 7,935 1,678 2,489 375 1,741 3,500 ---
Contributions:
Employer 148,704 (529) --- --- --- --- 149,233 ---
Employee 862,912 303,019 138,522 203,546 26,671 118,194 72,960 ---
Rollover 45,841 11,373 5,362 4,034 1,812 20,897 2,363 ---
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total additions 3,807,597 496,291 392,605 534,152 36,356 282,922 2,065,271 ---
Benefits paid (799,029) (341,859) (81,969) (21,344) (9,905) (33,862) (306,298) (3,792)
Loans issued --- (50,266) (44,627) (25,414) (5,764) (17,783) (7,850) 151,704
Loan repayments --- 29,334 9,430 9,580 1,168 5,558 10,095 (65,165)
Transfer between accounts --- (226,737) 197,040 (25,116) (6,042) 151,935 (91,080) ---
Adjustments --- (1,268) 622 164 --- 495 6 ---
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net incr. (decr.) in
net assets avail.
for benefits 3,008,587 (94,505) 473,101 472,022 15,813 389,265 1,670,144 82,747
Net assets avail. for benefits:
Beginning of year 10,650,918 3,154,145 1,066,675 1,130,298 174,517 354,460 4,630,539 140,284
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
End of year $13,659,505 $3,059,640 $1,539,776 $1,602,320 $190,330 $743,725 $6,300,683 $223,031
=========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>
F-9
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
4. Tax Status
----------
The Internal Revenue Service has issued a determination letter,
received on October 23, 1994, stating that the Plan is designed in
accordance with applicable sections 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 has been amended since
receiving the determination letters. However, the Plan's Committee
Members still 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,
1998 1997
---- ----
Guaranteed Long-Term Account $3,307,675 $3,059,640
Fidelity Balanced Fund 1,617,677 1,539,776
Fidelity Growth Opportunities Fund 2,121,787 1,602,320
Stock Large Company Index 1,182,303 743,725
ORI Stock Account 5,725,792 6,289,111
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, 1998 and 1997 was as follows:
December 31,
1998 1997
---- ----
Number of participants with account balances 488 478
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 their
accounts and are entitled to a distribution of their account balances.
F-10
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1998
Contract/
Description of Investment, Current
Identity of Issue including interest rate Cost Value
- ----------------- -------------------------- ---------- ----------
<S> <C> <C> <C>
CIGNA Charter Long-term investment fund $3,307,675 $3,307,675
Guaranteed Long-Term Account
CIGNA Separate Account Pooled separate account 1,123,205 1,617,677
Fidelity Advisor Balanced Fund
CIGNA Separate Account Pooled separate account 1,284,107 2,121,787
Fidelity Advisor Growth
Opportunities Fund
CIGNA Charter Short-term investment fund 148,407 148,407
Guaranteed Government Securities
Account
CIGNA Charter Pooled separate account 834,089 1,182,303
Stock Large Company
Index Account
ORI Stock Account Common stock 2,570,460 5,725,792
Participant loans, interest rates --- 264,219
range from 8.75% to 9.50%
</TABLE>
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1998
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>
48 Connecticut General Life Guaranteed Long-Term Various $537,570 $537,570 N/A
Insurance Company Account - Purchases
72 Connecticut General Life Guaranteed Long-Term Various 452,112 452,112 ---
Insurance Company Account - Sales
53 ORI Stock Account Various 678,873 678,873 N/A
Purchases
69 ORI Stock Account Various 658,970 334,676 $324,294
Sales
</TABLE>
