form8k120308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report: (Date of earliest event reported) December 3,
2008
OLD
REPUBLIC INTERNATIONAL CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-10607
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36-2678171
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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307 North
Michigan Avenue, Chicago, Illinois 60601
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(Address
of principal executive offices) (Zip Code)
(312)
346-8100
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(Registrant’s
telephone number, including area code)
N/A
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(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2 below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
140.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.02 Unregistered Sale of Equity
Securities
On
December 3, 2008 Old Republic International Corporation (ORI) sold and issued a
total of 5,488,475 authorized but previously unissued shares of ORI’s
Common Stock to the trustees of the Old Republic International Employees Savings
and Stock Ownership Plan (ESSOP). This issuance represented approximately 2.38%
of the outstanding shares of ORI prior to the issuance. The total consideration
paid to ORI by the ESSOP was approximately $50 million. No registration
statement has been filed for these shares of Common Stock as such shares are
exempt from registration under section 4(2) of the Securities Act of 1933, as
amended. These shares were directly purchased from ORI by the ESSOP and as a
result, they are exempt from registration as no public offering of shares was
made by ORI.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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OLD
REPUBLIC INTERNATIONAL CORPORATION
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Registrant
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Date:
December 8, 2008
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By:
/s/ Spencer LeRoy
III
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Spencer
LeRoy III
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Senior
Vice President, Secretary and General Counsel
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