As in effect
3/1/61
FORM 10K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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
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(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 1999 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, 2000 By: /s/ Paul D. Adams
-------------- --------------------------------------
(Signature)
Paul Dennis Adams
Senior Vice President,
Chief Financial Officer
and Treasurer
Total Pages: 13
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 1999
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BITUMINOUS 401(k) SAVINGS PLAN
(Formerly Known as BITCO Savings Plan)
---------------
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVE
CHICAGO, ILLINOIS 60601
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
Index to Financial Statements
Page No.
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits at
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Benefits
for the years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4 to 8
Supplemental Schedule
Item 27A - Schedule of Assets Held for Investment Purposes
<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
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Greg Ator, Committee Member
By /s/ Janine Happ
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Janine Happ, Committee Member
By /s/ Robert Rainey
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Robert Rainey, Committee Member
Dated: April 28, 2000
<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, 1999 and 1998, 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 auditing standards generally accepted in the
United States 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 schedule of assets held
for investment purposes at December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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 schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
April 28, 2000
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 and 1998
1999 1998
---- ----
<S> <C> <C>
ASSETS
Investments, at fair value:
Old Republic International Corporation (ORI) common stock $3,283,234 $5,725,792
Pooled separate accounts 5,545,016 4,921,767
Participant loans 333,211 264,219
Investment, at contract value:
CGLIC general accounts 3,135,582 3,456,082
----------- -----------
12,297,043 14,367,860
Cash 10,937 32,937
Contributions receivable 0 615
----------- -----------
Net assets available for benefits $12,307,980 $14,401,412
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the years ended December 31, 1999 and 1998
1999 1998
---- ----
<S> <C> <C>
Additions:
Contributions:
Employer $180,092 $197,641
Employee 860,705 949,646
Rollover 219,297 119,824
----------- -----------
Total contributions 1,260,094 1,267,111
----------- -----------
Investment income:
Dividends from ORI common stock 116,710 98,701
Net investment gain from pooled separate accounts 387,112 856,255
Interest from CGLIC general accounts 159,718 180,546
Net depreciation of investments (2,145,094) (599,158)
Interest from participant loans 26,517 22,863
----------- -----------
Total investment income (1,455,037) 559,207
----------- -----------
Total additions (deductions) (194,943) 1,826,318
----------- -----------
Deductions:
Benefits paid to participants 1,878,156 1,074,620
Administrative expenses 11,348 9,791
Participant loans 8,985 0
----------- -----------
Total deductions 1,898,489 1,084,411
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Net increase (decrease) (2,093,432) 741,907
Net assets available for benefits:
Beginning of year 14,401,412 13,659,505
----------- -----------
End of year $12,307,980 $14,401,412
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
-------------------
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, 1997, 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 Charter Guaranteed Long-Term Account, CIGNA
Separate Account - Fidelity Balanced Fund, CIGNA Separate Account -
Fidelity Growth Opportunities Fund, CIGNA Charter Guaranteed Government
Securities Account, CIGNA Charter 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
4
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan (continued)
------------------------------
C. Participant Accounts (continued)
------------------------------------
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.
D. 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%
E. Payment of Benefits
------------------------
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 single sum.
* By purchase of a retirement annuity from an insurance company.
Net assets at December 31, 1999 and 1998, include funds totaling
$1,520,548 and $2,192,772, 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.
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
5
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan (continued)
------------------------------
F. Participant Loans (continued)
---------------------------------
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. Administrative 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 certain administrative and trustee fees.
2. Summary of Significant Accounting Policies
------------------------------------------
A. Basis of Accounting
------------------------
The accompanying financial statements have been prepared on the accrual
basis. 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 due to
benefits payable to participants which are reflected only in the Form
5500. This payable of $524,406 represents 4th quarter withdrawals not
paid out 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 in 1998.
Certain 1998 amounts have been reclassified to conform with the current
year presentation.
B. 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.
C. 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.
6
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
2. Summary of Significant Accounting Policies (continued)
-----------------------------------------------------
D. 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, 1999 and 1998 as reported to the Plan by CGLIC.
Realized investment gains and losses in the separate investment funds
are recognized in the year of sale.
3. Assets Greater Than 5% of Plan Assets
-------------------------------------
Investments that represent 5% or more of the plan assets are as
follows:
December 31,
1999 1998
---- ----
Guaranteed Long-Term Account $2,970,729 $3,307,675
Fidelity Advisor Balanced Fund 1,639,248 1,617,677
Fidelity Advisor Growth
Opportunities Fund 2,263,005 2,121,787
Stock Large Company Index Fund 1,642,763 1,182,303
ORI Stock Account 3,283,234* 5,725,792*
* Nonparticipant-directed
4. Nonparticipant-Directed Investments
-----------------------------------
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed
investments is as follows:
December 31,
1999 1998
---- ----
Net Assets:
ORI Stock Account $1,860,317 $3,166,840
7
<PAGE>
BITUMINOUS 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
4. Nonparticipant-Directed Investments (continued)
----------------------------------------------
Year Ended
December 31, 1999
-----------------
Changes in Net Assets:
Contributions $177,748
Dividends 65,325
Net depreciation (1,198,133)
Benefits paid to participants (349,772)
Administrative expenses (1,691)
-----------
(1,306,523)
===========
5. 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 Company 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.
6. 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.
7. Related-Party Transactions
--------------------------
The ORI stock account is invested in common or preferred stock of Old
Republic International Corporation, the ultimate parent of the company.
8
<PAGE>
<TABLE>
BITUMINOUS 401(k) SAVINGS PLAN
SUPPLEMENTAL SCHEDULE
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 1999
Contract/
Description of Investment Current
Identity of Issue including interest rate Cost Value
----------------- --------------------------- ---- ---------
<S> <C> <C> <C>
CIGNA Charter Long-term investment fund $2,970,729
Guaranteed Long-Term Account
CIGNA Separate Account Pooled separate account 1,639,248
Fidelity Advisor Balanced Fund
CIGNA Separate Account Pooled separate account 2,263,005
Fidelity Advisor Growth
Opportunities Fund
CIGNA Charter Short-term investment fund 164,853
Guaranteed Government Securities
Account
CIGNA Charter Pooled separate account 1,642,763
Stock Large Company
Index Account
ORI Stock Account Common stock 3,167,430 3,283,234
Participant loans, interest 333,211
Rates 8.75% to 9.50%
</TABLE>