FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from ___________________ to _________________
Commission file number 1-7801
------
ORION CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-6069054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
30 Rockefeller Plaza, New York, NY 10112-0156
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212-332-8080
-------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock, $1 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
9 1/8% Senior Notes due September 1, 2002
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes x No
--- ---
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [x]
The aggregate market value of the voting stock of the registrant held by
non-affiliates was $443,005,343 as of March 11, 1994.
As of March 11, 1994, 14,352,088 shares of Common Stock, $1.00 par value,
of registrant were outstanding exclusive of shares held by registrant and its
subsidiaries.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III is incorporated by reference from
registrant's definitive proxy statement for its Annual Meeting to be held on
June 1, 1994. Registrant intends to file the proxy material, which involves the
election of directors, not later than 120 days after the close of its fiscal
year.
<PAGE>
Exhibit 99
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1993
[ ] TRANSITION REPORT, PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
(A) Full title of the plan and address
of the plan, if different from that of
the issuer named below:
Orion Capital Corporation
Employees' Stock Savings
and Retirement Plan
(formerly the Orion Capital Corporation
Employees' Stock Savings and Investment Plan)
(B) Name of issuer of the securities
held pursuant to the plan and
the address of its principal
executive office:
Orion Capital Corporation
30 Rockefeller Plaza
New York, New York 10112 - 0156
<PAGE>
INDEPENDENT AUDITORS' REPORT
Plan Committee
Orion Capital Corporation Employees'
Stock Savings and Retirement Plan
New York, New York
We have audited the accompanying statements of net assets available for
benefits of the Orion Capital Corporation Employees' Stock Savings and
Retirement Plan as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for benefits for each of
the three years in the period ended December 31, 1993. 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Orion Capital
Corporation Employees' Stock Savings and Retirement Plan as of December
31, 1993 and 1992, and the changes in net assets available for benefits
for each of the three years in the period ended December 31, 1993 in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
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. These schedules are the responsibility of the
Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic financial statements and, in
our opinion, are fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE
Hartford, Connecticut
April 15, 1994
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<PAGE>
<TABLE>
<CAPTION>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
------------------------
1993 1992
---- ----
<S> <C> <C>
ASSETS:
Investments at fair value -
Orion Capital Corporation common stock
(cost $10,521,743 - 1993 and
$8,953,973 - 1992) .................... $21,332,822 $18,068,736
Mutual fund (cost $1,379,651 - 1993 and
$989,169 - 1992) ....................... 1,478,642 1,001,608
Money market fund ........................ 178,679 149,572
----------- -----------
22,990,143 19,219,916
Guaranteed investment contract portfolio
pooled trust ............................. 7,264,277 5,992,816
Guaranteed investment contracts at contract
value .................................... 6,711,645 5,974,210
Loans to participants ...................... 734,478 537,567
Short-term investments ..................... 53,318 83,106
----------- -----------
Total investments ........................ 37,753,861 31,807,615
Dividends and interest receivable .......... 120,846 104,353
Contributions receivable from employer ..... 1,681,896 1,593,325
----------- -----------
Net assets available for benefits ........ $39,556,603 $33,505,293
=========== ===========
<FN>
See Notes to Financial Statements
-3-
<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
-------------------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Net investment income:
Net appreciation of investments. $ 2,419,974 $ 5,079,736 $ 5,309,649
Interest on guaranteed
investment contracts ......... 852,068 896,361 963,009
Dividends ...................... 577,494 446,328 445,969
Interest on participant loans... 46,579 29,880 13,383
Interest on short-term
investments .................. 6,673 88,408 6,642
----------- ----------- -----------
Total ........................ 3,902,788 6,540,713 6,738,652
Contributions and deposits:
Amounts contributed by employer. 2,848,027 2,586,294 2,288,190
Amounts deposited by
participating employees ...... 2,063,032 1,730,874 1,562,507
Withdrawals:
Payments to participating
employees .................... (2,424,235) (3,256,122) (2,062,055)
Investments transferred to
participating employees ...... (338,302) (156,416) (196,249)
----------- ----------- -----------
6,051,310 7,445,343 8,331,045
Net assets available for benefits:
Beginning of year .............. 33,505,293 26,059,950 17,728,905
----------- ----------- -----------
End of year .................... $39,556,603 $33,505,293 $26,059,950
=========== =========== ===========
<FN>
See Notes to Financial Statements
-4-
</TABLE>
<PAGE>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 1993, 1992 and 1991
Note 1 - Plan Description
The following description of the Orion Capital Corporation
Employees' Stock Savings and Retirement Plan (the "Plan") provides only
general information. The Plan agreement provides a complete description
of the Plan's provisions.
The Plan is a defined contribution plan that is qualified under
Internal Revenue Code ("IRC") Section 401(a), with a cash or deferred
arrangement intended to qualify under Section 401(k). All United States
employees of the Company participate in the retirement benefits of the
Plan, and all such employees who have completed one year (three months
effective January 1, 1994) of service may elect to participate in the
savings portion of the Plan ("savings employees").
Subject to the restrictions of the Employee Retirement Income
Security Act of 1974, employees' savings contributions are restricted to
the following maximum amounts:
(1) Salary Reduction (Pre-Tax) Contributions from 1% up to 16% of
base pay plus up to 20% of any bonus and overtime compensation;
(2) After-Tax Contributions from 1% up to 10% of base pay plus up
to 20% of any bonus and overtime compensation;
(3) Rollover Contributions as to all or part of a qualifying
distribution.
Any participant contribution made to the Plan of bonus or overtime
compensation (either as a Salary Reduction [Pre-Tax] or After-Tax
Contribution or both) may not exceed, in the aggregate, 20% of such
compensation. Participant contributions to the Plan are also limited
under federal income tax law.
Savings employees may elect to deposit their contributions in any,
or a combination of, four funds: Fund I - Company Common Stock Fund
consisting of common stock of Orion Capital Corporation; Fund II - Fixed
Income Fund consisting of fixed income investments guaranteed by
contracts with an unaffiliated insurance company; Fund III - Mutual Fund
consisting of an open-end mutual fund, the Windsor Fund; and Fund V - a
money market fund invested in United States government backed investments
(See Note 5 - Investments). The Company matches the first 6% of a
savings employee's Pre-Tax or After-Tax contribution (base pay only) to
the Plan in an amount equal to 100% of the amount contributed by a
savings employee to Fund I and 25% (50% effective January 1, 1994) of the
amount contributed by a savings employee to either Fund II, Fund III or
Fund V. All Company matching contributions are invested in Fund I.
-5-
<PAGE>
ORION CAPITAL CORPROATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Effective for 1994 the Company will make an additional annual
contribution ("Special Savings Contribution") of 1.5% of annual earnings
for all non "highly compensated" (as defined in the IRC) employees to be
invested as directed by the employee. Savings employees may apply to
borrow a portion of their vested account balances. Their account
balances in Funds I, II, III and V are reduced by the amount borrowed and
notes receivable from these employees are held in Fund VI. As of
December 31, 1993, 908, 409, 304 and 44 plan participants had investments
held in Funds I, II, III and V, respectively.
Fund IV - Retirement Fund was established in 1987 to deposit Company
retirement contributions for the purpose of providing a defined
contribution retirement benefit for substantially all eligible employees
of the Company. This fund consists of a pooled trust of fixed income
investments guaranteed by contracts with unaffiliated insurance companies
(See Note 5 - Investments). Each year the Company contributes to this
fund on behalf of each eligible employee an amount equal to 2.7% of his
or her annual salary (base pay plus overtime and regular bonuses), plus
2.3% of his or her annual salary which is in excess of the Social
Security maximum wage base. Contributions to the Plan are limited under
federal tax law.
Subject to significant restrictions of the IRC, a savings employee
has a non-forfeitable right to withdraw his or her own contributions
including any earnings or loss thereon. Employees are immediately 100%
vested in the Company's Special Savings Contribution. A savings
employee's rights to the Company's matching contributions, net of any
earnings or loss thereon, and an eligible employee's rights to Company
retirement contributions and earnings thereon, become vested in
accordance with the following schedule:
Number of Completed Months Percentage of Company
of Service with the Company Contributions Vested
--------------------------- ---------------------
0 - 24 0%
25 - 36 40%
37 - 48 55%
49 - 60 70%
61 - 72 85%
73 or more 100%
An employee who leaves the Company due to retirement, disability or
death is 100% vested in his or her Company savings contributions. An
employee who leaves the Company for any other reason vests in (or
forfeits) his or her Company savings contributions based on the vesting
percentages set forth above. An employee must be employed on the last
business day of the fiscal year to be eligible for a Company retirement
contribution for that year and, effective in 1994, the Company's Special
Savings Contribution. Any forfeitures under the Plan will be used to
reduce amounts of future Company savings or retirement contributions to
the Plan.
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<PAGE>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2 - Significant Accounting Policies
Basis of Financial Statement Presentation - The financial statements
include the accounts of six investment funds (See Note 1 - Plan
Description). The financial statements are presented in accordance with
generally accepted accounting principles and exclude all material
interfund balances and transactions.
Investments - The common stock of the Company and shares of the
mutual fund and money market fund held by the Plan are carried at market
value determined by quoted market prices. The guaranteed investment
contract portfolio pooled trust and the guaranteed investment contracts
with an insurance company are carried at the amounts contributed plus
interest at the underlying contract rates. Realized investment gains
(losses) are recognized using the average cost method. Dividend income
is accrued on the ex-dividend date.
Reclassifications - The 1992 and 1991 financial statements have been
reclassified to conform to the classifications used in 1993.
Note 3 - Priorities upon Termination of the Plan
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time,
and to terminate the Plan subject to the provisions of ERISA. In the
event of termination of the Plan, all employees will be fully vested in
their rights to the Company's contributions under the Plan.
Note 4 - Plan Amendments
In 1993 the Plan was amended to increase plan benefits effective in
1994 including a special Company contribution to the savings plan of 1.5%
of annual earnings for all non "highly compensated" employees, an
increase in the employer match of employees savings contributions to Fund
II, Fund III and Fund V from 25% to 50% and a change in the waiting
period for participation in the savings portion of the Plan from one year
to three months of service. The Plan was also amended to permit Canadian
employees to withdraw their vested assets from the Plan.
Note 5 - Investments
United States Trust Company of New York is the Plan Trustee. The
Plan Trustee invests all employee and Company contributions, as well as
earnings thereon, pursuant to the terms of the Plan. The Plan Trustee
has custody of all assets in the Funds.
-7-
<PAGE>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Contributions to Fund I, including the Company's contributions, are
used to purchase common stock of the Company. Contributions to Fund II
are invested with New England Mutual Life Insurance Company ("New England
Mutual") under guaranteed investment contracts which provide for fixed
minimum annual investment returns. These group contracts will continue
in effect for succeeding years unless terminated by the Plan or New
England Mutual. Contributions to Fund III are transferred to the Windsor
Fund, a no-load mutual fund which seeks long-term growth of capital and
income by investing primarily in common stocks. Fund IV contributions
are invested in the GIC Portfolio of the PW Trust Company Pooled Trust
for Employee Benefit Plans which is primarily comprised of guaranteed
investment contracts. Contributions to Fund V are used to purchase
Vanguard Money Market Reserves - U.S. Treasury Portfolio, a money market
fund which invests in United States government backed investments.
The Plan held 669,265 shares and 638,471 shares (adjusted to give
effect to the 5-for-4 stock split paid on November 15, 1993 to the
Company's stockholders of record on October 15, 1993) of the Company's
common stock, 106,300.620 shares and 78,619.186 shares in the Windsor
Fund and 178,679.090 shares and 149,572.090 shares of Vanguard Money
Market Reserves - U.S. Treasury Portfolio at December 31, 1993 and 1992,
respectively. The Plan Trustee purchases the Company's common stock on
the open market.
The components of net appreciation of investments for each of the
three years in the period ended December 31, 1993 were as follows:
Year Ended December 31,
--------------------------------
1993 1992 1991
---- ---- ----
Sale proceeds ....................... $1,131,182 $ 746,105 $ 939,778
Cost ................................ 494,075 451,412 620,202
---------- ---------- ----------
Realized investment gains ........... 637,107 294,693 319,576
---------- ---------- ----------
Unrealized appreciation:
Fund I - Common Stock Fund ........ 1,696,316 4,707,697 4,908,419
Fund III - Mutual Fund ............ 86,551 77,346 81,654
---------- ---------- ----------
1,782,867 4,785,043 4,990,073
---------- ---------- ----------
Net appreciation of investments.. $2,419,974 $5,079,736 $5,309,649
========== ========== ==========
-8-
<PAGE>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 6 - Contributions
The Company's contributions to the Plan are reduced by any
forfeitures under the Plan (See Note 1 - Plan Description). The
Company's contributions to the retirement portion of the Plan were
reduced by forfeitures of $158,040 in 1993, $131,912 in 1992 and $141,888
in 1991. Company contributions to the savings portion of the Plan were
reduced by forfeitures of $62,438, $62,090 and $55,453 in 1993, 1992 and
1991, respectively.
Note 7 - Benefits Payable
As of December 31, 1993 and 1992, net assets available for benefits
included benefits of $312,393 and $253,193, respectively, due to
participants who have withdrawn from the Plan.
Note 8 - Administration
The Plan is administered by the Company through the Plan Committee.
All expenses of administration, including Plan Trustee fees, brokerage
commissions and compensation of experts employed by the Plan Committee,
are paid by the Company, except for loan application fees which are paid
by participants.
Note 9 - Tax Status
The Plan obtained its latest determination letter in July, 1987 in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable qualification
requirements of the IRC. The Plan has been amended since receiving the
determination letter. However, the plan administrator believes that the
Plan is currently being operated in compliance with the applicable
qualification requirements of the IRC. Therefore, no provision for
income taxes has been included in the Plan's financial statements.
Note 10 - Fund Allocations
The Plan assets available for benefits by fund for the years ended
December 31, 1993 and 1992, and the changes in net assets available for
benefits by fund for the years ended December 31, 1993, 1992 and 1991 are
as follows:
-9-
<PAGE>
<TABLE>
<CAPTION>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
December 31, 1993
FUND I FUND II FUND III FUND IV FUND V FUND VI TOTAL
----------- ---------- ---------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Orion Capital Corporation
common stock ............... $21,332,822 $ - $ - $ - $ - $ - $21,332,822
Mutual fund .................. - - 1,478,642 - - - 1,478,642
Money market fund ............ - - - - 178,679 - 178,679
Guaranteed investment contract
portfolio pooled trust ....... - - - 7,264,277 - - 7,264,277
Guaranteed investment
contracts .................... - 6,711,645 - - - - 6,711,645
Loans to participants .......... - - - - - 734,478 734,478
Short-term investments ......... 13,081 15,309 20,052 4,876 - - 53,318
Dividends and interest
receivable ................... 120,721 34 53 38 - - 120,846
Contributions receivable
from (payable to) employer ... 255,115 (122,967) (4,008) 1,497,510 2,046 54,200 1,681,896
Other receivables (payables) ... 36,341 23,885 3,667 (9,693) - (54,200) -
----------- ---------- ---------- ---------- -------- -------- -----------
Net assets available for
benefits ................... $21,758,080 $6,627,906 $1,498,406 $8,757,008 $180,725 $734,478 $39,556,603
=========== ========== ========== ========== ======== ======== ===========
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<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS BY FUND
December 31, 1992
FUND I FUND II FUND III FUND IV FUND V FUND VI TOTAL
----------- ---------- ---------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments at fair value:
Orion Capital Corporation
common stock ............... $18,068,736 $ - $ - $ - $ - $ - $18,068,736
Mutual fund .................. - - 1,001,608 - - - 1,001,608
Money market fund ............ - - - - 149,572 - 149,572
Guaranteed investment contract
portfolio pooled trust ....... - - - 5,992,816 - - 5,992,816
Guaranteed investment
contracts .................... - 5,974,210 - - - - 5,974,210
Loans to participants .......... - - - - - 537,567 537,567
Short-term investments ......... 26,008 18,006 28,006 11,086 - - 83,106
Dividends and interest
receivable ................... 104,154 64 95 40 - - 104,353
Contributions receivable
from (payable to) employer ... 198,510 (95,962) 17,128 1,421,133 (1,684) 54,200 1,593,325
Other receivables (payables) ... 7,103 14,972 4,388 (9,693) - (16,770) -
----------- ---------- ---------- ---------- -------- -------- -----------
Net assets available for
benefits ................... $18,404,511 $5,911,290 $1,051,225 $7,415,382 $147,888 $574,997 $33,505,293
=========== ========== ========== ========== ======== ======== ===========
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<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
December 31, 1993
FUND I FUND II FUND III FUND IV FUND V FUND VI TOTAL
----------- ---------- ---------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Net appreciation of investments. $ 2,333,423 $ - $ 86,551 $ - $ - $ - $ 2,419,974
Interest on guaranteed
investment contracts ......... - 404,111 - 447,957 - - 852,068
Dividends ...................... 451,189 - 121,759 - 4,546 - 577,494
Interest on participant loans .. - - - - - 46,579 46,579
Interest on short-term
investments .................. 3,507 520 910 1,736 - - 6,673
----------- ---------- ---------- ---------- -------- -------- -----------
Total ...................... 2,788,119 404,631 209,220 449,693 4,546 46,579 3,902,788
Contributions and deposits:
Amounts contributed by employer. 1,344,027 - - 1,504,000 - - 2,848,027
Amounts deposited by
participating employees ...... 1,496,773 312,525 221,746 - 31,988 - 2,063,032
Loans to participants .......... (398,724) (42,418) (38,260) - - 479,402 -
Loan repayments ................ 273,907 31,947 23,216 - - (329,070) -
Withdrawals:
Payments to participating
employees .................... (1,336,023) (384,439) (51,423) (612,067) (2,853) (37,430) (2,424,235)
Investments transferred to
participating employees ...... (338,302) - - - - - (338,302)
Transfers between funds ........ (476,208) 394,370 82,682 - (844) - -
----------- ---------- ---------- ---------- -------- -------- -----------
3,353,569 716,616 447,181 1,341,626 32,837 159,481 6,051,310
Net assets available for benefits:
Beginning of year .............. 18,404,511 5,911,290 1,051,225 7,415,382 147,888 574,997 33,505,293
----------- ---------- ---------- ---------- -------- -------- -----------
End of year .................... $21,758,080 $6,627,906 $1,498,406 $8,757,008 $180,725 $734,478 $39,556,603
=========== ========== ========== ========== ======== ======== ===========
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<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
December 31, 1992
FUND I FUND II FUND III FUND IV FUND V FUND VI TOTAL
----------- ---------- ---------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Net appreciation of investments. $ 5,002,720 $ - $ 77,016 $ - $ - $ - $ 5,079,736
Interest on guaranteed
investment contracts ......... - 462,926 - 433,435 - - 896,361
Dividends ...................... 379,049 - 64,996 - 2,283 - 446,328
Interest on participant loans .. - - - - - 29,880 29,880
Interest on short-term
investments .................. 2,623 791 825 84,169 - - 88,408
----------- ---------- ---------- ---------- -------- -------- -----------
Total ...................... 5,384,392 463,717 142,837 517,604 2,283 29,880 6,540,713
Contributions and deposits:
Amounts contributed by employer. 1,165,161 - - 1,421,133 - - 2,586,294
Amounts deposited by
participating employees ...... 1,237,431 333,097 150,463 - 9,883 - 1,730,874
Loans to participants .......... (318,263) (68,174) (24,958) - - 411,395 -
Loan repayments ................ 121,253 27,926 9,362 - 8 (158,549) -
Withdrawals:
Payments to participating
employees .................... (1,489,790) (954,147) (99,416) (684,497) (37,494) 9,222 (3,256,122)
Investments transferred to
participating employees ...... (156,416) - - - - - (156,416)
Transfers between funds ........ (145,957) 34,881 (2,191) - 113,267 - -
----------- ---------- ---------- ---------- -------- -------- -----------
5,797,811 (162,700) 176,097 1,254,240 87,947 291,948 7,445,343
Net assets available for benefits:
Beginning of year .............. 12,606,700 6,073,990 875,128 6,161,142 59,941 283,049 26,059,950
----------- ---------- ---------- ---------- -------- -------- -----------
End of year .................... $18,404,511 $5,911,290 $1,051,225 $7,415,382 $147,888 $574,997 $33,505,293
=========== ========== ========== ========== ======== ======== ===========
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<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION
EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
December 31, 1991
FUND I FUND II FUND III FUND IV FUND V FUND VI TOTAL
----------- ---------- ---------- ---------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income:
Net appreciation of investments. $ 5,227,995 $ - $ 81,654 $ - $ - $ - $ 5,309,649
Interest on guaranteed
investment contracts ......... - 560,871 - 402,138 - - 963,009
Dividends ...................... 353,070 - 92,043 - 856 - 445,969
Interest on participant loans .. - - - - - 13,383 13,383
Interest on short-term
investments .................. 4,101 927 1,547 - 67 - 6,642
----------- ---------- -------- ---------- -------- -------- -----------
Total ...................... 5,585,166 561,798 175,244 402,138 923 13,383 6,738,652
Contributions and deposits:
Amounts contributed by employer. 1,029,924 - - 1,258,266 - - 2,288,190
Amounts deposited by
participating employees ...... 1,061,731 329,712 150,316 - 20,748 - 1,562,507
Loans to participants .......... (213,589) (46,385) (12,600) - - 272,574 -
Loan repayments ................ 46,070 14,664 4,960 - - (65,694) -
Withdrawals:
Payments to participating
employees .................... (903,790) (569,429) (65,438) (551,606) - 28,208 (2,062,055)
Investments transferred to
participating employees ...... (196,249) - - - - - (196,249)
Transfers between funds ........ (102,211) 33,989 29,952 - 38,270 - -
----------- ---------- -------- ---------- -------- -------- -----------
6,307,052 324,349 282,434 1,108,798 59,941 248,471 8,331,045
Net assets available for benefits:
Beginning of year .............. 6,299,648 5,749,641 592,694 5,052,344 - 34,578 17,728,905
----------- ---------- -------- ---------- -------- -------- -----------
End of year .................... $12,606,700 $6,073,990 $875,128 $6,161,142 $ 59,941 $283,049 $26,059,950
=========== ========== ======== ========== ======== ======== ===========
-14-
</TABLE>
<PAGE>
SUPPLEMENTAL SCHEDULES
-15-
<PAGE>
<TABLE>
<CAPTION>
ORION CAPITAL CORPORATION
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
Description of Investment
----------------------------------------------
Party Identity of Issuer,
in Borrower, Lessor or # of Par Maturity Interest Current
Interest Similar Party Shares Value Date Rate Cost Value
(a) (b) (c) (d) (e)
- - -------- ------------------------- ------- ----------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Yes Common stock -
Orion Capital Corporation 669,265 $10,521,743 $21,332,822
No GIC Portfolio of the
PW Trust Company 464,111.751 7,264,277 7,264,277
No Guaranteed Investment
Contracts -
New England Mutual 6.5% to
Life Insurance Company $6,711,645 6.65% 6,711,645 6,711,645
No Mutual Fund -
Vanguard Windsor Fund 106,300.620 1,379,651 1,478,642
No Money Market Fund -
Vanguard Money Market
Reserves - U.S. Treasury
Portfolio 178,679.090 178,679 178,679
Yes Loans to Participants 734,478 1 year to 7.0% to
5 years 11.0% 734,478 734,478
----------- -----------
$26,790,473 $37,700,543
=========== ===========
-16-
<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION
ITEM 27d - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
Year Ended December 31, 1993
Description of Investment
------------------------------------- Current
Identity Cost Value on Net
of Party # of Par Maturity Interest Purchase Selling of Transaction Gain or
Involved Shares Value Date Rate Price Price Asset Date (loss)
(a) (b) (c) (d) (g) (h) (i)
- - --------------------- ------ ----- -------- -------- -------- ------- ------ ----------- -------
<S> <C> <C> <C>
Single transactions
involving an amount
in excess of 5% of
the current value of
plan assets:
None
Series of transactions,
when aggregated,
involving an amount in
excess of 5% of the
current value of plan
assets:
Purchases:
Common Stock -
Orion Capital
Corporation
11 transactions 63,796 2,061,845 2,061,845
</TABLE>
-17-
<PAGE>
Signatures
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Committee has duly caused this Annual Report to be signed
by the undersigned thereunto duly authorized.
Orion Capital Corporation
Employees' Stock Savings and
Retirement Plan
By: /s/Michael P. Maloney
---------------------
Chairman
Savings Plan Committee
Dated: April 28, 1994
