f8a12b.htm
Amendment
No. 2
On
FORM
8-A12B/A-2
For
Registration of Certain Classes of Securities. Pursuant to Section 12 (b)
or 12 (g) of the Securities Exchange Act of 1934
OLD
REPUBLIC INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
DELAWARE 36-2678171
(State of
incorporation (I.R.S.
Employer
or
organization)
Identification
No.)
307
North Michigan Avenue, Chicago, Illinois 60601
(Address
of principal executive offices) Zip Code
Securities
to be registered pursuant to Section 12 (b) of the Act:
Title or each
class Name
of each exchange on which
To
be so
registered
each class is to be
registered
Rights
to
Purchase
New York Stock Exchange
Preferred Stock
If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box þ
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d)
check the following box o
Securities
Act Registration statement file number to which this form relates:
Not
Applicable
Securities
to be registered pursuant to Section 12(g) of the Act:
Not
Applicable
Item
1.
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Description
of Registrant’s Securities to be
Registered.
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The
response to Item 1 of the
Registration Statement on Form 8-A of Old Republic International Corporation
(the “Company”), dated March 3, 1988 and amended on May 27, 1997, is hereby
amended by incorporating the following paragraphs.
Effective
as of June 26, 2007, the
Company amended and restated the Rights Agreement, dated as of June 26, 1997
(the “Existing Agreement” itself an amended restatement of the Rights Agreement
dated as of June 26, 1987), between the Company and Computershare Trust Company,
N.A., as Rights Agent. The following paragraphs summarize the principal
amendments to the Existing Agreement effectuated through this amendment and
restatement (the revised version of the Existing Agreement is herein referred
to
as the “Amended Agreement”). Capitalized terms used without definition below
have the meanings assigned to them in the Amended Agreement, a copy of which
is
filed herewith as Exhibit 4.1.
1. Extension
of Term. The Amended Agreement extends the Final Expiration Date of the Existing
agreement from June 26, 2007 to June 26, 2017.
2. Change
of Name and Address of Rights Agent. First Chicago Trust Company was the Rights
Agent under the Existing Agreement. Its name has been changed to Computershare
Trust Company, N.A. This change is reflected in the Amended
Agreement.
3. Redemption
and Termination.
(a)
The
Amended Agreement has changed the redemption price contained in Section 23
from
$0.05 to $0.01 per Right.
(b) The
Amended Agreement has deleted certain language in Section 23 concerning the
timing of the exercise and redemption of the Rights.
4. Supplements
and Amendments. The Amended Agreement has deleted certain language formerly
in
Section 27 concerning the time period relating to the supplement or amendment
of
provisions of the Agreement.
Item
2. Exhibits
Exhibit
No. Exhibit
4.1
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Amended
and Restated Rights Agreement between the Company and Computershare
Trust
Company, N.A., dated as of June 26, 2007, including as Exhibit A
thereto,
the Certificate of Designations of Series A Junior Preferred Stock
of Old
Republic International Corporation, and as Exhibit B thereto, the
amended
and restated Form of Right
Certificate.
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Pursuant
to the requirement of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: June
20, 2007
OLD REPUBLIC INTERNATIONAL CORPORATION
By: /s/ Spencer LeRoy
III
Spencer LeRoy III
Senior Vice President, General Counsel
and Secretary
INDEX
TO
EXHIBITS
Exhibits
4.1
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Amended
and Restated Rights Agreement between the Company and Computershare
Trust
Company, N.A. , dated as of June 26, 2007 including as Exhibit A
thereto,
the Certificate of Designations of Series A Junior Preferred Stock
of Old
Republic International Corporation, and as Exhibit B thereto, the
amended
and restated Form of Right
Certificate.
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