EXHIBIT 99.09

                                                        COMPANY'S FORM 10-Q
                                                         September 30, 1994

                                                                    Page 29


                    A  number of cases have been filed against subsidiaries
          of   the  Company,   other  insurance   companies  and   industry
          organizations  relating  to  service  fee  charges  and   premium
          calculations   on   certain   workers   compensation   insurance.
          Subsidiaries of the Company are  defendants in an action filed by
          the  Attorney General  of South  Carolina in  August 1994  in the
          Court of Common Pleas, County  of Greenville, South Carolina, and
          a purported class  action filed in September 1994  in the Circuit
          Court for  Bullock County,  Alabama.   Certain  of the  Company's
          subsidiaries have  also been named  as defendants in  a purported
          class action filed in 1993 in  the Superior Court Division of the
          General Court of  Justice, Wake County,  North Carolina, and,  in
          April 1994,  were named as  additional defendants in  a purported
          class  action pending  in the  116th  District of  Dallas County,
          Texas.  The  plaintiffs in these cases generally  allege that the
          workers  compensation carriers  in the  state  have conspired  to
          collect  excessive  or  improper  service  fees  or  premiums  in
          violation  of  state  antitrust laws  and/or  state  unfair trade
          practices  laws.    The  plaintiffs  seek  monetary  damages  and
          possible   injunctive  relief.    The  Company  believes  it  has
          meritorious defenses and intends to contest the allegations.