EXHIBIT 99.05

                                                        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.