Inter Capital Company of Chicago 2006 Schedule 13G
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. 8)*
Old
Republic International Corporation
(NAME
OF
ISSUER)
Common
Stock, $1.00 Par Value
(TITLE
OF
CLASS OF SECURITIES)
680223-104
CUSIP
NUMBER
*The
remainder of this cover page shall be filled out for a reporting
person=s
initial
filing on this form with respect to the subject class of securities, and for
any
subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be Afiled@
for the
purpose of Section 18 of the Securities Exchange Act of 1934 (AAct@)
or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP
NO.
680223-104
1.NAME
OF
REPORTING PERSON
S.S.
OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTER
CAPITAL COMPANY OF CHICAGO (not in its individual or corporate capacity but
solely as trustee (the ATrustee@)
of the
Old Republic International Corporation Employees Savings and Stock Ownership
Trust (the ATrust@).
2. CHECK
THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
applicable.
(A)
(B)
3. SEC
USE
ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
Inter
Capital Company of Chicago is a Delaware corporation
NUMBER
OF 5. SOLE VOTING
POWER
SHARES
0
BENEFICIALLY
OWNED
BY
6. SHARED VOTING POWER
EACH
10,977,680
REPORTING
PERSON
7.
SOLE DISPOSITIVE POWER
WITH
0
8. SHARED DISPOSITIVE POWER
10,977,680
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,977,680
10. CHECK
BOX
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
applicable.
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.75%
12. TYPE
OF
REPORTING PERSON
CO,
EP
The
filing of this Statement on Schedule 13G is made by Inter Capital Company of
Chicago as trustee (the ATrustee@)
for the
Old Republic International Corporation Employees Savings and Stock Ownership
Trust (the ATrust@)
voluntarily and does not constitute and should not be construed as, an admission
that either the Trust or the Trustee beneficially owns any securities covered
by
this Statement or is required to file this Statement for the Trust and the
Trustee. In this connection, the Trust and the Trustee disclaim beneficial
ownership for the securities covered by this Statement.
Item
1(a) NAME
OF
ISSUER:
The
name
of the issuer is Old Republic International Corporation (the AIssuer@).
Item
1(b)
ADDRESS
OF ISSUER=S
PRINCIPAL EXECUTIVE OFFICES:
The
address of the principal executive offices of the Issuer is 307 North Michigan
Avenue, Chicago, Illinois 60601.
Item
2(a)
NAME
OF
PERSON FILING:
The
person filing this Statement is the Trust and the Trustee.
Item
2(b)
ADDRESS
OF PRINCIPAL BUSINESS OFFICE:
The
address of the Trust and its principal place of business is 307 North Michigan
Avenue, Chicago, Illinois 60601.
Item
2(c)
CITIZENSHIP:
Inter
Capital Company of Chicago is a Delaware corporation.
Item
2(d)
TITLE
OF
CLASS OF SECURITIES:
The
class
of equity securities to which the Statement relates is the Common Stock of
the
Issuer.
Item
2(e)
CUSIP
NUMBER:
The
CUSIP
number of the Common Stock is 680223-104
Item
3
THE
PERSON FILING THIS STATEMENT IS A:
[f]
[x]
Employee Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (AERISA@)
or
Endowment Fund.
Item
4 OWNERSHIP
(a)
Amount Beneficially Owned: 10,977,680
(b)
Percent of Class: 4.75%
(c)
Number of shares as to which such person has:
(i) sole
power to vote or to direct the vote:
0
(ii) shared
power to vote or to direct the vote:
10,977,680
<F1>
(iii) sole
power to dispose or direct the disposition of:
0
(iv) shared
power to dispose or direct the disposition of:
10,977,680
<F1>
|
<F1>
|
|
ESSOP
Participants have the right to direct the Trustee in the voting of
Common
Stock allocated to their accounts on all matters required to be submitted
to a vote of shareholders. If no directions are received as to the
voting
of allocated shares of Common Stock, the Plan=s
Administration Committee will direct the Trustee to vote such shares
as it
sees fit. Decisions as to purchases, dispositions or tenders of the
Common
Stock are generally directed by the Plan=s
Administration Committee, subject to the fiduciary responsibility
of the
Trustee. The filing of this Schedule 13G shall not be construed as
an
admission that the Reporting Person is for the purposes of Section
1(d)
and 13(g) of the Act, the beneficial owner of any securities covered
by
this Statement.
|
Item
5
OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS:
Not
applicable.
Item
6 OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Subject
to the terms and conditions of the Plan, ESSOP Participants are entitled to
receive certain distributions or assets held by the Trust. Such distributions
may include proceeds from dividends on, or the sale of, shares of Common Stock
reflected in this Schedule 13G.
Item
7
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
Item
8
IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Item
9
NOTICE
OF
DISSOLUTION OF GROUP:
Not
applicable.
Item
10
CERTIFICATION
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the Issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
February
8, 2007
INTER
CAPITAL COMPANY OF CHICAGO (not in its individual or corporate capacity but
solely as Trustee)
/s/A.
C.
Zucaro
-----------------------------------------------------------
A.
C.
Zucaro, President