-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YUwQNHWM48GrVSSBZDr+JJVEGaW97NuTx3xY+6a4UdiHooQQYz/QR81VFlocpTU2 R33SYl9Nxs8bykpIFmKMWw== 0000074931-94-000007.txt : 19940513 0000074931-94-000007.hdr.sgml : 19940513 ACCESSION NUMBER: 0000074931-94-000007 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION CAPITAL CORP CENTRAL INDEX KEY: 0000074931 STANDARD INDUSTRIAL CLASSIFICATION: 6331 IRS NUMBER: 956069054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07801 FILM NUMBER: 94524959 BUSINESS ADDRESS: STREET 1: 30 ROCKFELLER PLZ CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2123328080 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY FUNDING CORP OF AMERICA DATE OF NAME CHANGE: 19760518 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP OF AMERICA DATE OF NAME CHANGE: 19670330 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP DATE OF NAME CHANGE: 19661024 10-K/A 1 1993 FORM 10-K/A NO. 1 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 --- --- 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. EX-99 2 1993 FORM 11-K 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 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 -2-
ORION CAPITAL CORPORATION EMPLOYEES' STOCK SAVINGS AND RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS December 31, ------------------------ 1993 1992 ---- ---- 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 =========== =========== See Notes to Financial Statements -3- 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 ---- ---- ---- 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 =========== =========== =========== See Notes to Financial Statements -4-
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- 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. -6- 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- 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- 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-
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 ----------- ---------- ---------- ---------- -------- -------- ----------- 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 =========== ========== ========== ========== ======== ======== =========== -10- 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 ----------- ---------- ---------- ---------- -------- -------- ----------- 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 =========== ========== ========== ========== ======== ======== =========== -11- 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 ----------- ---------- ---------- ---------- -------- -------- ----------- 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 =========== ========== ========== ========== ======== ======== =========== -12- 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 ----------- ---------- ---------- ---------- -------- -------- ----------- 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 =========== ========== ========== ========== ======== ======== =========== -13- 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 ----------- ---------- ---------- ---------- -------- -------- ----------- 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-
SUPPLEMENTAL SCHEDULES -15-
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) - - -------- ------------------------- ------- ----------- -------- -------- ----------- ----------- 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- 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) - - --------------------- ------ ----- -------- -------- -------- ------- ------ ----------- ------- 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
-17- 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 -----END PRIVACY-ENHANCED MESSAGE-----