OLD REPUBLIC INTERNATIONAL CORP
10-K/A, 2000-06-02
SURETY INSURANCE
Previous: WELLS FARGO & CO/MN, SC 13G, 2000-06-02
Next: PAXAR CORP, 8-K, 2000-06-02



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 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


                                 ---------------


                                    FORM 11-K

                                 ---------------


                                  ANNUAL REPORT



                        Pursuant to Section 15(d) of the
                         Securities Exchange Act of 1934



                   For The Fiscal Year Ended December 31, 1999


                                 ---------------


                         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
                                       ----------------------------------------
                                            Greg Ator, Committee Member



                                     By     /s/ Janine Happ
                                       ----------------------------------------
                                            Janine Happ, Committee Member



                                     By     /s/ Robert Rainey
                                       ----------------------------------------
                                            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
                                                                                      -----------       -----------

           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>





© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission