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SEC File Number
001-10607
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CUSIP Number
680223-104
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
Items 8, 9A
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PART 1 - Registrant Information
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Full name of Registrant: Old Republic International Corporation
Former Name if applicable: N/A
Address of Principal Executive Office:
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307 North Michigan Avenue
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Street and Number
Chicago, Illinois 60601
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City, State, and Zip Code
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PART II - Rules 12b-25 (b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) the reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar following
the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III - Narrative
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
The registrant has been unable to complete its Form 10-K annual report for
the year ended December 31, 2004 by the prescribed filing deadline without
unreasonable effort and expense because of limited internal resources and the
limited amount of time that the registrant and its independent registered public
accounting firm have had to complete their review and assessment of the
registrant's internal control over financial reporting.
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PART IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Karl W. Mueller (312) 762-4229
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Name (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statement to be included in the subject report or
portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Old Republic International Corporation
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(Name of Registrant as Specified In Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 15, 2005 By: /s/ Karl W. Mueller
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Karl. W. Mueller,
Senior Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.