forms3a.htm
As
filed
with the Securities and Exchange Commission on December 5,
2007
Registration
Statement No. 333-147491
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Old
Republic International Corporation
(Exact
name of Registrant as specified in its charter)
Delaware
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36-2678171
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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307
North
Michigan Avenue
Chicago,
Illinois 60601-5382
(312)
346-8100
(Address,
including zip code, and telephone number, including area code,
of
Registrant’s principal executive offices)
Spencer
LeRoy III, Esquire
Senior
Vice President, General Counsel and Secretary
Old
Republic International Corporation
307
North
Michigan Avenue
Chicago,
Illinois 60601-5382
(312)
346-8100
(Name,
address, including zip code, and telephone number, including area
code,
of
agent
for service)
Approximate
date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this
registration statement.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box x
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. o
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
Prospectus
Old
Republic International Corporation
Shareholder
Purchase &
Reinvestment
Plan
1,000,000
Shares of Common Stock
This
prospectus relates to up to an aggregate of 1,000,000 shares of Common Stock,
par value $1.00 per share, of Old Republic International Corporation (“Old
Republic”) that may be offered in connection with our Shareholder Purchase &
Reinvestment Plan, or the “Plan.” The Plan replaces the Dividend
Reinvestment and Voluntary Stock Purchase Plan that was established on May
5,
1981. The Plan provides our existing stockholders and interested new investors
with a simple, convenient and low-cost means of investing cash dividends and
making cash investments in our Common Stock.
PLAN
HIGHLIGHTS
·
|
If
you are an existing shareholder, you may purchase additional shares
of our
Common Stock by reinvesting all or a portion of the dividends paid
on your
shares of Common Stock and by making optional cash investments of
not less
than $100 up to a maximum each quarter of
$15,000.
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·
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If
you are a new investor, you may join the Plan by making an initial
investment of not less than $1,000 up to a maximum of
$15,000. These optional investments may be made by check or
through automatic deductions from your checking or savings account
at a
U.S. bank or financial institution.
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·
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You
can reinvest dividends at no cost.
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·
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Fees
for participation are generally lower than those charged by many
brokers.
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You
should carefully read this prospectus to find out more about the
Plan. If you are a participant in the original Dividend Reinvestment
and Voluntary Stock Purchase Plan and, after reviewing this prospectus, you
do
not wish to continue participation in the Plan, you should contact the Plan
Administrator. If you wish to continue your participation in the
Plan, you do not need to do anything at this time. Your participation
in the Plan is entirely voluntary, and you may terminate your participation
at
any time. If you do not elect to participate in the dividend
reinvestment portion of the Plan, you will continue to receive cash dividends,
if and when declared by our Board of Directors, in the usual
manner.
Investing
in shares of our Common Stock involves risks. You should consider
certain risk factors before enrolling in the Plan. See “Risk
Factors” beginning on page 3 of this prospectus for more
information.
Our
shares of Common Stock are listed on the New York Stock Exchange under the
symbol “ORI.” On November 30, 2007, the last reported sales price of
our common stock on the New York Stock Exchange was $15.01per
share.
To
the
extent required by law in certain jurisdictions, shares in the Plan will be
offered through a registered broker/dealer to persons not presently Old Republic
shareholders.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities
commission has approved or disapproved the Old Republic Common Stock discussed
in this Prospectus, or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
This Prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.
The
date
of this prospectus is December 5, 2007.
TABLE
OF
CONTENTS
SUMMARY
OF THE
PLAN.........................................................................................................................................................................................
1
RISK
FACTORS.............................................................................................................................................................................................................
3
ABOUT
THIS PROSPECTUS
......................................................................................................................................................................................
4
WHERE
YOU
CAN FIND MORE
INFORMATION..................................................................................................................................................
4
DOCUMENTS
INCORPORATED BY REFERENCE
.................................................................................................................................................
4
OLD
REPUBLIC INTERNATIONAL CORPORATION
............................................................................................................................................
5
FORWARD-LOOKING
STATEMENTS
.....................................................................................................................................................................
6
TERMS
AND
CONDITIONS OF THE PLAN
.............................................................................................................................................................
6
General Information
...........................................................................................................................................................................................
6
Your
Choices
Under the Plan
........................................................................................................................................................................... 10
Participating
in the Plan
.................................................................................................................................................................................... 13
Purchasing
Stock Under the Plan
...................................................................................................................................................................
15
Selling
Shares of Stock Held in the Plan
........................................................................................................................................................
17
Owning
Stock
in the Plan
.................................................................................................................................................................................
18
Important
Tax
Consequences
..........................................................................................................................................................................
21
Other
Important Provisions
.............................................................................................................................................................................
21
DIRECT
REGISTRATION
............................................................................................................................................................................................
23
USE
OF
PROCEED ........................................................................................................................................................................................................ 23
PLAN
OF
DISTRIBUTION ..........................................................................................................................................................................................
23
INDEMNIFICATION ....................................................................................................................................................................................................
23
EXPERTS ........................................................................................................................................................................................................................
24
LEGAL
MATTERS ........................................................................................................................................................................................................
24
SUMMARY
OF THE PLAN
The
following summary of our Shareholder Purchase & Reinvestment Plan may omit
information that may be important to you. You should carefully read
the entire text of the Plan contained in this prospectus before you decide
to
participate in the Plan.
Enrollment:
|
You
can participate in the Plan if you currently own shares of our stock
by
submitting a completed Account Authorization Form. You may
obtain an Account Authorization Form from the Plan Administrator,
Wells
Fargo Shareowner Services. You may participate directly in the
Plan only if you hold our stock in your own name or upon making an
initial
purchase. If you hold shares through a brokerage or other
account, you may arrange to have your broker or other custodian
participate on your behalf. If you were a member of Old Republic’s prior
Dividend Reinvestment Plan you will automatically be enrolled in
the Plan
unless you advise the Plan Administrator to the contrary. Any participant
can withdraw from the Plan at
anytime.
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Initial
Investment:
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If
you do not own any shares of our stock, you can participate in the
Plan by
submitting an executed Account Authorization Form and by making an
initial
investment in Common Stock through the Plan. The minimum
initial investment is $1,000 and the maximum initial investment is
$15,000.
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Reinvestment
of
Dividends:
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You
can reinvest your cash dividends on some or all of your shares of
Common
Stock toward the purchase of additional shares of Common Stock, without
paying fees.
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Optional
Cash Investments:
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After
you enroll in the Plan, you can buy additional shares of Common Stock
each
month. (Applicable service fees and brokerage commissions will be
deducted). Option cash payments can be made on a one-time basis
or through automatic monthly withdrawals from your bank. Employees
may use
payroll deductions. You can invest a minimum of $100 up to a maximum
of
$15,000 in any calendar quarter.
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Source
of Shares:
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The
Plan Administrator will purchase shares of Common Stock in one of
the
following ways:
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·
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directly
from us as newly issued shares of Common Stock,
or
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·
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from
parties other than Old Republic, either in the open market or other
negotiated transactions.
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Purchase
Price:
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The
purchase price for shares of Common Stock under the Plan depends
on how
you purchase the shares and on whether we issue new shares to you
or the
Plan obtains your shares by purchasing them in the open
market.
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Shares
of
common stock purchased through the Plan directly from us with reinvested
dividends and optional cash investments will be acquired at a price to you
equal
to the average of the high and low sale prices of the Old Republic shares as
reported in the New York Stock Exchange Composite Transactions for that
investment date.
1
Shares
of
common stock purchased through the Plan on the open market or in privately
negotiated transactions with third parties will be acquired at a price to you
equal to the weighted average price, including any brokerage commissions, paid
by the Plan Administrator on that investment date.
Fees: The
following fees apply to the Plan:
• An
enrollment fee -
$10.00
• Optional
cash
investments - $5.00 per check ($1.00 by automatic payment)
• Sale
Fee - $15.00
plus 10¢ per share
• Dividend
Reinvestment – No fee
The
enrollment fee is waived for prior Plan members who were automatically enrolled
in the Plan. Both the enrollment and optional cash investment fees are waived
for employees of Old Republic who use payroll deductions.
Voting:
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Plan
participants who receive a proxy and will be entitled to vote the
whole
number of shares in their accounts.
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Taxes:
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All
dividends paid – whether or not reinvested – are considered taxable in the
year paid. Your tax basis for Old Republic shares will be their cost
plus
your share of any brokerage fee.
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Tracking
Your Investment:
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You
will receive periodic statements of the transactions made in your
Plan
account. These statements will provide you with details of the
transactions and will indicate the share balance in your Plan
account.
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Administration:
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Wells
Fargo Shareowner Services will serve as the administrator of the
Plan. If
you have any questions or would like to participate in the Plan,
you
should contact the Plan Administrator
at:
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Wells
Fargo Shareowner Services
Investment
Plan Services
P.O.
Box
64856
Saint
Paul, MN 55164
(800)
468-9716
2
RISK
FACTORS
Our
business is subject to significant
risks. You should carefully consider the risks and uncertainties
described in this prospectus and the documents incorporated by reference herein,
including the risks and uncertainties described under the caption “Risk Factors”
included in our Annual Reports on Form 10-K and updated in our Quarterly Reports
on Form 10-Q, which are incorporated by reference in this
prospectus. The risks and uncertainties described in this prospectus
and the documents incorporated by reference herein are not the only ones facing
us. Additional risks and uncertainties that we do not presently know
about or that we currently believe are not material may also adversely affect
our business. If any of the risks and uncertainties described in this
prospectus or the documents incorporated by reference herein actually occur,
our
business, financial condition and results of operation could be materially
and
adversely affected. If this were to happen, the value of our Common
Stock could decline significantly, and you may lose part or all of your
investment.
3
ABOUT
THIS PROSPECTUS
We
have
not authorized anyone to provide you with different or inconsistent information
from that contained in this prospectus and the documents incorporated herein
by
reference. If anyone provides you with different or inconsistent
information, you should not rely on it. You should assume that the
information in this prospectus is accurate only as of the date hereof and that
the documents incorporated herein by reference are accurate only as of the
date
that such documents were filed with the SEC. Our business, financial
condition, results of operations and prospects may have changed since these
dates. This prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities other than the shares of Common
Stock offered hereby, or an offer to sell, or a solicitation of an offer to
buy,
such shares in any jurisdiction in which, or to any person to whom, such offer
or solicitation would be unlawful.
This
prospectus and the documents incorporated herein by reference summarize material
provisions of certain contracts and other documents. These are
summaries only, and you may wish to review the full text of those documents
for
a full understanding of their terms and conditions.
Unless
otherwise indicated or unless the context requires otherwise, all references
in
this prospectus to “Old Republic,” “we,” “us,” “our” and similar references mean
Old Republic International Corporation and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of a registration statement that we have filed with the
SEC
covering the Common Stock that may be offered under this
prospectus. The registration statement, including the attached
exhibits and schedules, contains additional relevant information about the
Common Stock.
Additionally,
we file annual, quarterly and current reports, proxy statements and other
information with the SEC, all of which are made available, free of charge,
on
our Web site at www.oldrepublic.com as soon as reasonably practicable after
they
are filed with, or furnished to, the SEC. You can review our SEC
filings and the registration statement by accessing the SEC’s Web site at
www.sec.gov. You also may read and copy the registration statement
and any reports, statements or other information on file at the SEC’s public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for more information on the public reference
rooms and their copy charges. Our filings with the SEC are also
available through the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
This
prospectus does not contain all the information set forth in the registration
statement. We have omitted certain parts consistent with SEC
rules. For further information, please see the registration
statement.
DOCUMENTS
INCORPORATED BY REFERENCE
The
SEC
allows us to “incorporate by reference” into this prospectus certain important
information about us. This means that the information in this
prospectus may not be complete, and you should read the information incorporated
by reference for more detail. We incorporate by reference in two
ways. First, we list certain documents that we have already filed
with the SEC. The information in these documents is considered part
of this prospectus. Second, we may in the future file additional
documents with the SEC. When filed, the information in these
documents will update and supersede the current information in, and be
incorporated by reference in, this prospectus.
4
We
incorporate by reference the documents listed below, and any other documents
we
file with the SEC under Section 13(a), 13(c), 14 or 15 of the Securities
Exchange Act of 1934 (the “Exchange Act”), except for such reports and/or
documents that are only “furnished” to the SEC or that are otherwise not deemed
to be filed with the SEC pursuant to such Exchange Act section, after the date
of this prospectus and before the termination of the offering:
·
|
Old
Republic’s Annual report on Form 10-K for the fiscal year ended December
31, 2006, including any amendment(s) or report(s) filed for the purpose
of
updating such filing;
|
·
|
Old
Republic’s Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, June 30 and September 30,
2007;
|
·
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Old
Republic’s current Reports on Form 8-K filed on February 22, April 5,
April 27, June 20, August 15, September 4 and November 8, 2007;
and
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·
|
The
description of Old Republic Common Stock contained in the Registration
Statement on Form 8-A dated March 3, 1988, including any amendment(s)
or
report(s) filed for the purpose of updating such
description.
|
You
may
request a copy of these filings, and any exhibits we have specifically
incorporated by reference as an exhibit in this prospectus, at no cost by
writing or telephoning us at the following address:
Old
Republic International Corporation
Investor
Relations
307
North
Michigan Avenue
Chicago,
Illinois 60601
Telephone
(312) 346-8100
Old
Republic International Corporation (Old Republic) is a Chicago-based insurance
holding company that traces its beginnings to 1923, although several acquired
subsidiaries began operations much earlier. The Company is one of America's
50
largest shareholder-owned insurance businesses.
Old
Republic is primarily engaged in the business of insurance underwriting and
conducts its business through a number of regulated insurance company
subsidiaries organized into three major segments. The Company’s largest segment
is its General Insurance group which assumes risks and provides related risk
management services that encompass a large variety of property and liability
insurance coverages. This segment of the Company, however, does not have a
meaningful exposure to the personal lines of insurance such as homeowners and
private automobile coverages, and does not insure significant amounts of
commercial and other property coverages. The Company’s Mortgage Guaranty segment
protects mortgage lenders and investors from default related losses on
residential mortgage loans made primarily to homebuyers who make down payments
of less than 20% of the home's purchase price. This segment of the Company
insures only first mortgage loans, primarily on residential properties. The
Company’s Title insurance segment consists primarily of the issuance of policies
to real estate purchasers and investors based upon searches of the public
records, which contain information concerning interests in real property. This
segment of the Company insures against losses arising out of defects, liens
and
encumbrances affecting the insured title and not excluded or excepted from
the
coverage of the policy. A small life and health insurance business is
also conducted in the United States and Canada, principally as an adjunct to
the
Company's general insurance operations. The breadth of coverages ensures wide
diversification
5
and
dispersion of risks. Additionally, Old Republic's companies focus only on
carefully selected major sectors of the American economy that are not uniformly
exposed to the same
business cycles. The Company operates in a decentralized manner that emphasizes
specialization by type of insurance coverage, as well as industries and economic
sectors served.
Old
Republic is a corporation organized under the laws of Delaware. It principal
executive offices are located at 307 North Michigan Avenue, Chicago, Illinois.
Information concerning the Company is available at its website at
www.oldrepublic.com. Information contained on the Company’s website is
not and should not be considered a part of this prospectus unless specifically
incorporated by reference.
FORWARD-LOOKING
STATEMENTS
This
prospectus, including the documents that we incorporate by reference, contains
forward-looking statements. Additionally, documents we subsequently
file with the Securities and Exchange Commission and incorporate by reference
will contain forward-looking statements. Forward-looking statements
involve numerous risks and uncertainties. You are cautioned not to
unduly rely on the forward-looking statements contained or incorporated by
reference in this prospectus.
TERMS
AND CONDITIONS OF THE PLAN
The
following questions and answers constitute our Shareholder Purchase &
Reinvestment Plan and explain how it works. We expect to continue to
pay quarterly dividends on our shares of Common Stock in the future, as we
have
done in the past. If you are a stockholder and do not participate in
this Plan, you will continue to receive cash dividends in the usual manner,
as
we declare and pay them. In the Plan, we refer to our current
stockholders and new investors who participate in this Plan as
“participants.”
General
Information
1.
|
What
is the purpose of the
Plan?
|
The
purpose of this Plan is to provide current owners of our Common Stock, as well
as interested new investors, with an economical and convenient way to invest
in
Old Republic. As a current owner of our Common Stock you can invest
cash dividends in additional shares of our Common Stock without paying any
brokerage commissions, service charges or fees.
However,
this Plan is primarily intended to benefit long-term investors, and not
individuals or institutions who engage in short-term trading activities that
could cause aberrations in the trading of our Common Stock. We may
modify, suspend or terminate participation in this Plan by otherwise eligible
persons in order to eliminate practices which are inconsistent with the purposes
of this Plan.
2.
|
What
are the advantages of the
Plan?
|
·
|
If
you are an Old Republic shareholder, you may take advantage of the
enhanced services offered through the Plan without going through
the
enrollment process required of new
investors.
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·
|
Even
if you are not a current Old Republic shareholder or do not have
a
personal broker, you can purchase shares by completing an Account
Authorization Form and sending a check for at least the $1,000 minimum
to
the Plan Administrator. You may also choose to enroll by
authorizing the automatic withdrawal of a minimum of $100 per transaction
from your checking or savings account at a U.S. bank or financial
institution for at least ten (10) consecutive
purchases.
|
6
·
|
Service
fees and brokerage commissions are generally lower than those charged
by
many brokers (see Question 12).
|
·
|
You
can make additional purchases of Old Republic Common Stock
by:
|
o
|
Automatically
reinvesting cash dividends on all or a portion of your shares while
continuing to receive cash dividends on any other
shares.
|
o
|
Investing
a minimum of $100 by check from which applicable service fees and
brokerage commissions will be
deducted.
|
o
|
Making
automatic monthly investments of at least $100 by automatic deduction
from
your checking or savings account at a U.S. bank or financial institution
from which applicable service fees and brokerage commissions will
be
deducted.
|
·
|
You
will benefit from the full investment of funds, less applicable service
fees and brokerage commissions, regardless of how you purchase your
shares, since both full and fractional shares will be credited to
your
account.
|
·
|
You
do not need to reinvest your dividends to
participate. Dividends not reinvested can be paid to you by
check or directly deposited in your designated U.S. bank
account.
|
·
|
Purchase
orders will be on the next investment date following receipt of a
payment.
|
·
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Sale
orders will usually be processed on the day they are received, so
long as
the Plan Administrator receives your instructions before 12:00 p.m.
U.S.
Central time on a business day on which both the Plan Administrator
and
the relevant securities trading markets are
open.
|
·
|
You
can transfer ownership or make gifts of Old Republic Common Stock
at no
cost to you. When you transfer ownership or give any shares to
another person, that person will become a registered holder, who
then can
take advantage of the services of the
Plan.
|
·
|
You
can deposit for safekeeping with the Plan Administrator any Old Republic
Common Stock certificates you currently own or those you acquire
in the
future. You can also request a certificate for whole shares
from your account at any time. In either case, there is no cost
to you.
|
·
|
You
can handle all transactions in writing, and can accomplish many account
inquiries and sales over the telephone and the
Internet.
|
·
|
Keeping
track of your account and new transactions is easy. Each time
you purchase, sell, withdraw, or transfer shares, you will receive
a
statement that will show the status of your account. Each
statement includes a form for making additional investments, sales,
transfers or withdrawals.
|
·
|
As
a participant you can mix and match the Plan features. For
example, you can convert your certificates into book-entry form to
your
account at the Plan Administrator for safekeeping purposes, continue
to
receive full cash dividends, and purchase more shares through periodic
investments.
|
3.
|
What
are the limitations of the
Plan?
|
7
·
|
The
Plan does not establish a dividend policy or guarantee the payment
of
future dividends. Old Republic’s Board of Directors has the
sole discretion to declare the payment of any
dividends. Although Old Republic has paid cash dividends on a
regular basis for over 65 years, the amount and timing of any dividends
may be changed at any time without notice. Whether any
dividends are declared or paid depends upon many factors including
the
future earnings and financial condition of Old
Republic.
|
·
|
You
will not receive any interest on dividends or optional cash investments
held by the Plan Administrator before the investment date. See
Question 21 that defines the investment date. In addition, if
you send money to buy Common Stock through the Plan, the Plan
Administrator will return that money to you, without interest, if
it is
below the minimum amount or above the maximum amount
allowed.
|
·
|
The
Plan Administrator will not determine the purchase price of shares
that
you purchase under the Plan until the applicable investment
date. As a result, you will not know the actual price per share
or number of shares you will purchase until that
date.
|
·
|
You
will pay any brokerage commissions that the Plan Administrator pays
if it
purchases shares from parties other than Old
Republic.
|
·
|
If
you decide to purchase Common Stock through optional cash investments,
your cash payment may be exposed to changes in market conditions
for a
longer period of time than if you had arranged to buy shares through
a
broker.
|
·
|
If
you request the Plan Administrator to sell Common Stock credited
to your
Plan account, the Plan Administrator will deduct a transaction fee,
any
brokerage commission and any applicable taxes from the proceeds of
the
sale.
|
·
|
You
cannot pledge shares of Common Stock deposited in your Plan account
until
the shares are withdrawn from this
Plan.
|
·
|
Quarterly
purchases are limited to a maximum of
$15,000.
|
4.
|
Who
is eligible to participate in the
Plan?
|
Registered
Shareholders. If you own our Common Stock in your own name as a “record
owner” you are eligible to participate directly in this Plan.
Beneficial
Owners. You are a “beneficial owner” if your stock is held in a
brokerage account or in the name of a bank, broker or other
nominee. If you are a beneficial owner, you can participate in the
Plan in one of two ways.
·
|
You
can participate directly in the dividend reinvestment feature of
the Plan
by becoming a record owner. You can do this by having one or more
shares
of our stock transferred into your own name from that of your bank,
broker
or other nominee.
|
·
|
You
may also ask the bank, broker or other nominee who is the record
owner to
participate on your behalf. Except for instructions received
from brokers and bank nominees, we cannot recognize instructions
received
from anyone acting as an agent on behalf of other participants in
this
Plan.
|
8
New
Investors. If you do not currently own any of our stock you may
participate in this Plan by making an initial purchase of Common Stock through
the stock purchase feature of this Plan.
Employees. If
you are an employee of Old Republic or one of its subsidiaries, you may
participate in the Plan by using payroll deductions.
5.
|
Are
there limitations on participation in the Plan other than those described
above?
|
Regulations
in certain countries may limit or prohibit participation in this type of
Plan. Accordingly, persons residing outside the United States who
wish to participate in the Plan should first determine whether they are subject
to any governmental regulations prohibiting their participation.
We
may,
for any reason or no reason, decide not to allow you to participate in the
Plan
even if you qualify for participation in this Plan. For example, some
stockholders may be residents of jurisdictions in which we determine that it
may
not be legally or economically practical to offer our stock under this
Plan. We may preclude residents of those jurisdictions from
participating in this Plan.
You
cannot transfer your right to participate in this Plan except by transferring
your interest in our stock to another person.
6.
|
Who
administers the Plan?
|
Wells
Fargo Shareowner Services, a division of Wells Fargo Bank, N.A., the transfer
agent for our Common Stock, administers the Plan for participants, maintains
records, provides regular account statements to participants, and performs
other
duties relating to this Plan. You can contact the Plan Administrator
at:
Plan
Requests should be mailed to:
Wells
Fargo Shareowner Services
P.O.
Box
64856
St.
Paul,
MN 55164-0856
Certified/Overnight
Mail:
Wells
Fargo Shareowner Services
161
North
Concord Exchange
South
St.
Paul, MN 55075-1139
General
Information:
Telephone: 1-800-468-9716
Telephone: 651-450-4064
(outside the United States)
TDD: 651-450-4114
(a telecommunications device for the hearing impaired)
An
automated voice response system is available 24 hours a day, 7 days a week.
Customer Service Representatives are available from 7:00 a.m. to 7:00 p.m.,
Central Standard Time, Monday through Friday.
A
foreign
language translation service is available for more than 130
languages.
9
Fax: 651-450-4085
Internet:
General
Inquiries: www.wellsfargo.com/shareownerservices
Account
Information: www.shareowneronline.com
Please
reference Old Republic and your account number in all
correspondence. When corresponding with the Plan Administrator, we
suggest that you give your daytime telephone number and area code.
Your
Choices Under the Plan
7.
|
What
investment choices are available under the
Plan?
|
We
offer
you two ways of investing in our Common Stock through the Plan:
·
|
First,
you may automatically reinvest all, part or none of the cash dividends
paid on shares of our Common Stock that you
own.
|
·
|
Additionally,
you may make optional cash investments ranging from a minimum of
$100 up
to a maximum of $15,000 per quarter to purchase Common
Stock.
|
You
can
invest 100% of your dividends under the Plan because the Plan permits you to
purchase whole shares as well as fractional shares of Common
Stock. In addition, we will credit your account for dividends on both
full and any fractional shares, according to the investment option you
select.
8.
|
How
does the optional cash investment feature
work?
|
Optional
cash investments allow you to purchase more shares than you could purchase
just
by reinvesting dividends after they are paid to you. You can buy
shares of our Common Stock each month with optional cash investments after
you
submit a properly executed and signed Account Authorization Form. The
Plan Administrator will use your optional cash investment to purchase Common
Stock for your Plan account on the next investment date after it receives your
cash payment.
You
can
make optional cash investments even if you have not chosen to reinvest your
cash
dividends. If you choose to make only optional cash investments, we
will continue to pay cash dividends when and as declared on any shares of our
stock registered in your name or held in your Plan account.
You
may
make your first optional cash investment when you enroll by enclosing a check
with the Account Authorization Form. Checks should be made payable to
“Wells Fargo Shareowner Services”, the Plan Administrator, and returned along
with the Account Authorization Form. Afterwards, you may make
optional cash investments by completing the Transaction Request Form attached
to
your account statement. You may also use the automatic monthly
investment feature, described below. If you use the Transaction
Request Form, you must send the Plan Administrator a separate Transaction
Request Form and a separate check for each transaction. The Plan
Administrator will not accept third party checks.
If
any
check you deliver to the Plan Administrator is returned unpaid, the Plan
Administrator may consider the request for the investment of such money null
and
void and may immediately remove from your account shares of Common Stock
purchased with that check. The Plan Administrator may sell those
shares to satisfy any uncollected amount and access a $25 returned check
fee. If the proceeds
10
from
the
sale of the Common Stock do not satisfy the brokerage fees, uncollected balance
and returned check fee, the Plan Administrator may sell additional shares
from
your Plan account to satisfy the brokerage fees, uncollected balance and
fee. Checks should be made payable to “Wells Fargo Shareowner
Services” and should be made out in U.S. funds drawn on a U.S.
bank.
If
you
elect to make optional cash investments in any month, you must mail funds to
the
address indicated on the Transaction Request Form. If the Plan
Administrator does not receive your funds and Transaction Request Form at least
two business days prior to the next investment date, the Plan Administrator
will
not invest your funds on the next investment date but will hold your funds
for
investment on the next subsequent investment date.
9.
|
What
are the limitations on making optional cash
investments?
|
You
may
make optional cash investments each month. However, your optional
cash investments cannot exceed $15,000 per calendar quarter. A
minimum investment of $100 is required to exercise this option. You
do not have to send the same amount of money for each optional investment and
there is no requirement that you make optional cash investments through the
Plan.
10.
|
When
must funds for optional cash investments be received by the Plan
Administrator?
|
The
Plan
Administrator must receive funds for optional cash investments at least two
business days prior to the next investment date. Funds for optional cash
investments will be invested monthly on the next investment date. If
you change your mind with respect to an optional cash investment, the Plan
Administrator will return your funds to you if the Plan Administrator receives
a
request from you at least two business days before the next investment
date. The Plan Administrator will return to you any funds you send
for optional cash investments if your optional cash investment is less than
$100. The Plan Administrator will also return funds for your optional
cash investment that exceed the maximum allowable investment of $15,000 per
quarter.
Neither
we nor the Plan Administrator will pay you interest on funds you send for
optional cash investments.
During
the period that an optional cash investment is pending, the collected funds
in
the possession of the Plan Administrator may be invested in certain Permitted
Investments. For purposes of this Plan, “Permitted Investments” shall
mean any money market mutual funds registered under the Investment Company
Act
(including those of an affiliate of the Plan Administrator or for which the
Plan
Administrator or any of its affiliates provides management advisory or other
services) consisting entirely of (i) direct obligations of the United States
of
America; or (ii) obligations fully guaranteed by the United States of
America. The risk of any loss from such Permitted Investments shall
be the responsibility of the Plan Administrator. Investment income
from such Permitted Investments shall be retained by the Plan
Administrator.
11.
|
What
is the automatic monthly investment feature of the
Plan?
|
You
may
make optional cash investments by means of an “automatic monthly investment” of
not less than $100 nor more than a total of $15,000 each quarter by electronic
funds transfer from a predesignated U.S. account.
If
you
wish to begin making automatic monthly investments, you must provide written
authorization to the Plan Administrator together with a voided blank check
for
the account from which funds are to be drawn. The Plan Administrator
will process the requests as promptly as practicable.
11
Once
you
begin making automatic monthly investments, the Plan Administrator will draw
funds from your designated account on the 10th day of
each month
and will purchase shares of Common Stock on the next investment
date. You may change the amount of your automatic monthly investment
or terminate your automatic monthly investment by providing new written
instructions to the Plan Administrator. To be effective with respect
to a particular investment date, your request to enroll in, change, or
discontinue the automatic withdrawal feature must be received by the Plan
Administrator at least 15 business days prior to the investment
date.
A
fee of
$25 will be charged on any returned unpaid electronic funds
transfers. The Plan Administrator may sell shares from your Plan
account to satisfy this $25 fee and any brokerage fees incurred as a result
of
this sale.
12.
|
Are
there any expenses in connection with purchases or sales under the
Plan?
|
You
will
not pay any fees or brokerage commissions to reinvest dividends through the
Plan. If you elect to participate in the optional cash investment
feature of the Plan, a service fee and brokerage commissions will be deducted
from your investment (brokerage commissions will not apply if Old Republic
uses
newly issued or treasury shares for optional cash purchases). In
addition, you must pay brokerage commissions and an administrative fee if you
request the Plan Administrator to sell your shares held in this
Plan. Also, investors who are not otherwise stockholders of Old
Republic will be charged an enrollment fee upon participation in the
Plan. The enrollment fee for new investors and fee for optional cash
investments will be waived for employees of Old Republic and its subsidiaries
who use payroll deductions.
The
current fees associated with participation in the Plan are listed
below.
Enrollment
|
$10.00
|
Certificate
Issuance
|
No
charge
|
Certificate
Deposit
|
No
charge
|
Investment
Fees
|
|
Dividend
reinvestment service fee
|
No
charge
|
Optional
cash investment service fee
|
$5.00
per check
|
Automatic
withdrawal service fee
|
$1.00
per transaction
|
Purchase
commission
|
$0.05
per share
|
Sale
Fees
|
|
Service
fee
|
$15.00
per transaction
|
Sale
commission
|
$0.10
per share
|
Electronic
deposit of proceeds
|
$5.00
per request
|
Fee
for Returned Checks or Rejected Automatic Bank
Withdrawals
|
$25.00
per item
|
Prior
Year Duplicate Statements
|
$15.00
per year
|
For
sale
transactions, service charges and brokerage commissions are deducted from the
sale proceeds. Old Republic can change the fee structure for the Plan
at any time. You will receive notice of any fee changes prior to the
changes becoming effective.
12
Participating
in the Plan
13.
|
How
can I participate?
|
If
you
are a record owner of our Common Stock you may join the Plan by completing
and
signing an Account Authorization Form and returning it to the Plan Administrator
or by contacting the Plan Administrator at (800) 468-9716.
If
you
are a beneficial owner and wish to join the Plan, you must contact your bank,
broker or other nominee to arrange participation in the Plan on your
behalf. Alternatively, if you are a beneficial owner of our Common
Stock you may simply request that the number of shares of our stock you wish
to
be enrolled in this Plan be reregistered by the bank, broker or other nominee
in
your own name as record owner. You can then participate in the Plan
directly. You should contact your bank, broker or nominee for
information on how to reregister your shares.
If
you do
not currently own shares of our stock, you may join the Plan as a record owner
by completing and signing an Account Authorization Form and by making an initial
investment between $1,000 and $15,000. The Plan Administrator will
return to you any funds you send for an initial investment if your initial
investment is less than $1,000. The Plan Administrator will also
return funds for your initial investment that exceed the maximum allowable
initial investment of $15,000. You may designate all, a portion or
none of the stock you purchased as an initial investment to be enrolled in
the
dividend reinvestment feature of the Plan.
If
you
are not an employee but a current Old Republic shareholder (other than through
the Company’s ESSOP) or you want to establish a separate account by purchasing
shares through the Plan (for example, a joint account or as a custodian for
a
minor) fill out the employee enrollment form and return it to your Personnel
Manager or Human Resources Officer. He or she, in turn, will
coordinate your enrollment with the Plan Administrator. Old Republic
will waive the $1,000 minimum initial purchase requirement and fees for optional
investments made through payroll deductions as long as you are an employee
of
Old Republic or one of its subsidiaries. However, you must remain a
member of the Plan for at least 18 months and your withholding by your employer
must be at least $17.00 per pay period. Deductions will be aggregated
and remitted quarterly.
14.
|
What
alternatives does the Account Authorization Form
provide?
|
The
Account Authorization Form allows you to decide the extent of your participation
in this Plan. By checking the appropriate box on the form, you
indicate which features of the Plan you will use.
Full
Reinvestment of Dividends: Select this option if you wish to
reinvest the dividends on all our stock registered in your name, including
book-entry (DRS), as well as on all stock credited to your Plan
account. Selecting this alternative also permits you to make monthly
optional cash investments.
Partial
Reinvestment of Dividends: Select this option if you wish to
reinvest the dividends on a specified number of shares of our stock registered
in your name, including book-entry (DRS) or credited to your Plan
account. Selecting this alternative also allows you to make monthly
optional cash investments.
Optional
Cash Investments Only: Select this option if you wish to
participate in the Plan only by making either periodic or automatic monthly
optional cash investments. You will continue to receive cash
dividends on all our stock registered in your name, including book-entry (DRS),
and on any full and fractional shares credited to your Plan
account.
13
You
can
have your cash dividends not being reinvested transferred directly to your
bank
for deposit. For electronic direct deposit of dividend funds, contact
the Plan Administrator to request a Direct Deposit of Dividends Authorization
Form, complete and return the form to the Plan Administrator. Be sure
to include a voided check for checking accounts or savings deposit slip for
savings accounts. If your stock is jointly owned, all owners must
sign the form.
IMPORTANT:
If
you
return the Account Authorization Form to the Plan Administrator without any
of
the boxes checked, the Plan Administrator will automatically enroll you in
the
full dividend reinvestment alternative.
The
Plan
Administrator will not process your Account Authorization Form if the form
does
not have the proper signature(s).
15.
|
How
can I change my method of
participation?
|
You
may
change your method of participation at any time by completing a new Account
Authorization Form and returning it to the Plan Administrator; by accessing
your
account online; by telephone if you have authorized automated account
privileges; or by submitting a written request to the Plan
Administrator. Notices received on or before a dividend record date
will be effective for that dividend. Notices received after a
dividend record date will not be effective until after that dividend has been
paid.
16.
|
In
whose name will Plan accounts be
maintained?
|
The
Plan
Administrator will maintain your account in your name as shown on our records
at
the time you enter the Plan. When issued, certificates for full
shares of common stock will be registered in your name as it appears on your
Plan account.
17.
|
Can
I withdraw from the
Plan?
|
Yes. The
Plan is entirely voluntary, and you may withdraw at any time. If your
request to terminate from the Plan is received on or after a dividend record
date, but before the dividend payment date, your termination will be processed
as soon as practicable, and a separate dividend check will be mailed to
you. Future dividends will be paid in cash, unless you rejoin the
Plan. The Plan Administrator will refund optional cash investments
that have not been invested if the Plan Administrator receives your request
for
refund either prior to or at the same time your request for withdrawal is
made. Otherwise, the Plan Administrator will invest your optional
cash investment on the next investment date.
18.
|
How
do I withdraw from or re-enroll in the
Plan?
|
In
order
to withdraw from the Plan, you must provide the Plan Administrator with your
request to withdraw from the Plan.
You
may
request:
·
|
that
the Plan Administrator send all future dividends to you by check
and
continue to hold your Plan shares in your Plan account (in such case
you
may continue to make optional cash
investments);
|
14
·
|
that
the Plan Administrator discontinue any automatic withdrawals of funds
and
purchases of shares;
|
·
|
that
all full shares of Common Stock held for your account be issued to
book-entry (DRS) or a certificate be issued for all full shares of
common
stock held for your account and a check be issued for the proceeds
from
the sale of any fractional share less any fees or commissions;
or
|
·
|
that
all full shares and any fractional share held for your account be
sold and
a check issued for the net proceeds, less any applicable brokerage
fees,
commissions and service charges.
|
If
you do
not own at least one whole share registered in your name or held through the
Plan, your participation in the Plan may be terminated. We may also
terminate the Plan or your participation in the Plan after written notice in
advance mailed to your address appearing on the Plan Administrator’s
records. If your participation in the Plan is terminated, all full
shares held in your account will be issued to book-entry (DRS) and you will
receive a check for the cash value of any fractional share held in your
terminated Plan account.
Generally,
you may elect to re-enroll in this Plan at any time, simply by following the
same procedures used to enroll initially. However, we may reject your
Account Authorization Form if we believe that you have enrolled in the Plan
and
withdrawn too often. We would do this because we intend to minimize
unnecessary administrative expense and to encourage use of this Plan as a
long-term stockholder investment service.
Purchasing
Stock Under the Plan
19.
|
What
is the source of shares to be purchased under the
Plan?
|
At
Old
Republic’s option, shares may be purchased in the open market through a
registered broker-dealer, or directly from Old Republic in the form of newly
issued or treasury shares. Share purchases may be made in the open
market on any stock exchange where Old Republic shares are traded or by
negotiated transactions on terms as the Plan Administrator may reasonably
determine. Neither Old Republic nor any participant will have any
authority or power to direct the date, time or price at which Old Republic
shares may be purchased, or the selection of the broker or dealer through or
from whom purchases are to be made.
20.
|
At
what price will my shares be
purchased?
|
For
Old
Republic shares purchased on the open market, the price will be the weighted
average of the purchase price of all Old Republic shares purchased for the
Plan
for that investment date.
If
new
shares or treasury shares are issued, the price will be the average of the
high
and low sales prices of the Old Republic shares as reported in the New York
Stock Exchange Composite Transactions for that investment date.
Please
note that you will not be able to instruct the Plan Administrator to purchase
shares at a specific time or at a specific price. If you prefer to
have control over the exact timing and price of your purchase, you will need
to
use your own broker.
21.
|
What
is the “investment
date”?
|
15
The
investment date is the date or dates on which shares of our Common Stock are
purchased with reinvested dividends, optional cash investments, initial
investments, automatic monthly investments and payroll
deductions. The investment date under the Plan depends on how you
purchase the shares and whether we issue new shares to you or the Plan obtains
your shares by purchasing them from parties other than Old
Republic.
·
|
Reinvested
Dividends: The investment date for reinvested dividends is
the date or dates on which our quarterly dividends are
paid. The record date associated with a particular dividend is
referred to in this Plan as a “dividend record
date.”
|
·
|
Optional
Cash Investments, Initial Investments and Automatic Monthly
Investments: The investment date for optional cash
investments, initial investments by non-stockholders and
automatic monthly investments will be the date of payment of
dividends for months in which a dividend is paid and the
15th
day
of the month (or next business day if the 15th
is a weekend
or holiday) in which dividends are not
paid.
|
·
|
Payroll
Deductions: For employees of Old Republic or its
subsidiaries participating with payroll deductions, funds will be
aggregated and remitted to the Plan Administrator and invested with
any
dividend funds on the dividend payment
date.
|
22.
|
When
will investments be made under the
Plan?
|
The
Plan
Administrator will credit shares of our Common Stock purchased with reinvested
dividends to your account on the applicable investment date for that
quarter. The Plan Administrator will credit shares to your account
for optional cash investments on the next investment date after it receives
your
cash investment. The Plan Administrator must receive your payment at
least two business days before the next investment date in order to invest
your
payment on that investment date.
When
the
Plan Administrator makes purchases from parties other than Old Republic, those
purchases may be made on any securities exchange where shares of our Common
Stock are traded. The Plan Administrator will make these purchases on terms
that
it approves. Neither we nor any participant will have any power to
direct the time or price at which the Plan Administrator will purchase
shares.
23.
|
How
many shares of Common Stock will I be purchasing through the
Plan?
|
The
number of shares of Common Stock that you purchase depends on several factors
including:
·
|
the
amount of dividends you reinvest;
|
·
|
the
amount of any optional cash investments you
make;
|
·
|
the
purchase price of the Common Stock on the applicable investment date;
and
|
·
|
the
minimum and maximum periodic optional cash investment limits set
out in
the answer to question 9.
|
The
Plan
Administrator will credit your account with the number of shares equal to the
total amount to be invested divided by the applicable purchase
price. The only limit on the number of shares available for purchase
directly from us is the number of shares of Common Stock registered for issuance
under the Plan.
16
24.
|
How
will I be notified of my purchases of Common
Stock?
|
The
Plan
Administrator will send you an account statement following each investment
showing your activity and balance in your Plan account. Your account
statement will show the number of shares purchased and their purchase
price. Your account statement will also show the total number of
shares you purchased through the Plan to date during the calendar year, as
well
as the total number of shares held in your account as of the investment
date.
The
final
statement for each year will show all pertinent information for that calendar
year. You should keep this statement for tax purposes. The
Plan Administrator may charge you a fee if you request additional copies of
your
prior account statements.
We
will
also send you copies of each prospectus and any amendments or supplements to
prospectuses describing the Plan, and we will send you the same information
that
we send to other stockholders, including quarterly reports, annual reports,
notices of stockholders meetings, proxy statements, and income tax information
for reporting dividends paid.
Selling
Shares of Stock Held in the Plan
25.
|
How
can I sell stock held in my Plan
account?
|
You
may
sell some or all of your stock held in your Plan account, even if you are not
completely withdrawing from this Plan. You can sell your shares
either through your broker or through the Plan Administrator.
If
you
elect to sell through a broker, you must first request the Plan Administrator
to
issue all full shares in your Plan account to book-entry (DRS) or send you
a
certificate representing the number of shares you want to sell. The
Plan Administrator will generally process requests for certificates for your
shares within five business days after it receives your request.
Alternatively,
you may send the Plan Administrator a request to sell some or all of the shares
held in your Plan account. You will not be able to direct the date or price
at
which the Plan Administrator sells your stock.
After
the
sale you will receive the proceeds of the sale minus:
·
|
a
brokerage commission,
|
·
|
any
applicable taxes, and
|
·
|
an
administrative fee paid to the Plan Administrator per
transaction.
|
If
you
contact the Plan Administrator toll free at (800) 468-9716, they will provide
you with the current brokerage commission and administrative fee amounts in
effect at the time your request for sale is made.
The
Plan
Administrator will engage a broker to sell your shares. The Plan
Administrator will mail you a check for the shares you sell after it receives
the funds from the brokerage firm.
If
you
wish to sell some or all of the shares in your Plan account, you should contact
the Plan Administrator as indicated in Question 6.
17
Please
remember that if you elect to sell your stock through the Plan Administrator,
the price of our Common Stock may decline during the period between your request
for sale, the Plan Administrator’s receipt of your request, and the date of the
sale in the open market. The Plan Administrator will make every
effort to process your sale order on the next business day following receipt
of
your properly completed request (sale requests involving multiple transactions
may experience a delay). Neither Old Republic nor the Plan
Administrator will be liable for any claim arising out of failure to sell stock
on a certain date or at a specific price. You should carefully evaluate this
risk, which you bear. You bear a similar risk between the time that you request
a certificate and the time the certificate is actually delivered to
you.
If
you
submit a request to sell all or a portion of your shares, and you are requesting
net proceeds to be automatically deposited to a bank checking or savings
account, you must provide a voided blank check for a checking account or blank
savings deposit slip for a savings account. If you are unable to
provide a voided check or deposit slip, your written request must have your
signature(s) medallion guaranteed by an eligible financial institution for
direct deposit. Requests for automatic deposit of sale proceeds that
do not provide the required documentation will not be honored and a check for
the net proceeds will be issued.
26.
|
What
happens when I sell or transfer all of the shares of Common Stock
held
outside the Plan?
|
If
you
sell or transfer all shares of our stock registered in your name outside your
Plan account, the Plan Administrator, until you give other instructions, will
continue to reinvest the dividends on the common stock in your Plan account
according to your instructions on the Account Authorization Form. You
may also continue to participate in the optional cash investment feature of
this
Plan as long as there is at least one whole share of Common Stock remaining
in
your Plan account.
If
you
sell or transfer all of the shares registered in your name and all whole Common
Stock held in your Plan account, the Plan Administrator will mail you a cash
payment representing any fractional share in your Plan account, less applicable
brokerage commissions and service fees, upon your request or at our
request.
If
you
request to transfer all shares in your Plan account between a dividend record
date and payable date, your transfer request will be processed; however, your
Plan account will not be terminated. You may receive additional
dividend reinvestment shares which will require you to submit a written request
to transfer the additional shares.
27.
|
What
happens to a fraction of a share of common stock when I withdraw
from the
Plan or the Plan is
terminated?
|
When
you
withdraw from this Plan or we terminate this Plan, the Plan Administrator will
mail you a cash payment, less any applicable service charges and brokerage
commissions, representing any fractional share of common stock upon your request
or at our request. The cash payment will be based upon the market
price on the date the Plan Administrator processes your withdrawal or
termination.
Owning
Stock in the Plan
28.
|
How
will I be credited with dividends on stock held in my Plan
account?
|
We
pay
dividends to all holders of record of our stock, when and as declared by a
Board
of Directors. The Plan Administrator will receive and credit Plan
participants with dividends for all stock you hold in the Plan, including any
fractional share. The Plan Administrator will
18
reinvest
dividends in additional shares of our Common Stock or distribute dividends,
according to your instructions.
29.
|
What
happens if Old Republic declares a stock
split?
|
The
Plan
Administrator will add any shares resulting from a stock split, on shares you
hold in your Plan account, to your Plan account. We will issue any
shares resulting from a stock split, on stock held by you outside the Plan,
in
the same manner as we would if you were not participating in this
Plan. If you send a notice of termination or a request to sell to the
Plan Administrator between the record date and the payable date for a stock
distribution, the request will not be processed until the stock distribution
is
credited to your account.
30.
|
How
will the rights under Old Republic’s Rights Agreement be
handled?
|
Rights
are not saleable or detachable, the Plan Administrator will hold those rights
for your benefit so long as you participate in the Plan.
31.
|
How
will the stock held under this Plan be voted at meetings of
stockholders?
|
For
every
shareholder meeting, you will receive a proxy that will cover all the whole
Old
Republic shares you hold both in book-entry form on your account and in the
form
of stock certificates. Fractional shares will not be
voted. The proxy will allow you to indicate how you want your shares
to be voted. Your shares will be voted only as you indicate,
according to the instructions provided on the proxy card and in the materials
accompanying the proxy.
32.
|
Will
stock certificates be issued for Common Stock purchased under the
Plan?
|
Normally
we will not issue certificates for shares that you purchase under the
Plan. Your account statement will show the number of shares held in
your Plan account. In addition to minimizing the costs of this Plan,
this additional service protects against loss, theft or destruction of stock
certificates.
However,
you may at any time request that the Plan Administrator issue a certificate
for
any whole number of shares of common stock, up to the number of full shares
credited to your Plan account. Your request should be addressed to
the Plan Administrator as indicated in Question 6.
Future
dividends on any shares for which you request a stock certificate will be
treated according to your instructions indicated on the Account Authorization
Form. If you request certificates for less than all of the stock in
your Plan account, any remaining full shares and fractional share in your Plan
account will continue to be invested in accordance with the instructions given
on your Account Authorization Form. We retain the right to
automatically withdraw you from the Plan if your Plan account is less than
one
whole share as a result of withdrawals or sales of stock and you are not
reinvesting dividends from any stock registered in your name.
We
will
not issue certificates for fractional shares of Common Stock under any
circumstances.
33.
|
In
whose name will certificates be registered when
issued?
|
We
will
issue stock certificates registered in your name as it appears on your Plan
account.
19
You
may
ask the Plan Administrator to issue certificates in names other than the Plan
account name, but you must comply with any applicable laws. You must
make this request in writing, and your signature must be guaranteed by a
qualified medallion guarantee member.
34.
|
Is
a safekeeping service available to hold my
shares?
|
Yes. The
Plan Administrator will hold your shares in safekeeping without cost, thus
eliminating the worry about certificates being lost or stolen. Your
account statement will identify the number of shares of common stock you hold
and the number of shares in your Plan account.
You
may
also transfer other shares of our stock that are registered in your name to
your
Plan account at no cost. This eliminates the need for safekeeping of
the certificates for those shares. If you send certificates to the
Plan Administrator, please send them registered mail or certified mail, return
receipt requested, properly insured, because you will bear the risk if the
certificates are lost or stolen in transit. You may mail certificates
to the Plan Administrator as indicated in Question 6.
When
necessary, you can simply request that certificates be issued as your needs
require.
35.
|
Can
I pledge shares in my Plan
account?
|
No. You
may not pledge any shares of our stock that you hold in your Plan
account. Any pledge of shares in a Plan account is null and void. If
you wish to pledge shares, you must first withdraw those shares from the Plan
and request that the Plan Administrator send you certificates for those
shares.
36.
|
Can
I access my account and perform transactions
online?
|
Yes. You
may access your account information and perform transactions on the
Internet. Certain restrictions may apply.
For
shareholders of record, to activate your account and establish a password,
you
will need your 10-digit Wells Fargo account number (which is listed on your
account statement), your Social Security number, your e-mail address, and the
company name you own stock in, Old Republic International
Corporation.
To
activate your account, go to www.shareowneronline.com and click “First Time Sign
On”, then click “Continue”. Next, click on the box titled “First Time
Visitor”. Then, click “New Member Sign-Up” and follow the
instructions. Once you have successfully signed up, you will be able to access
your account immediately, although certain access restrictions may
apply. You will also receive written confirmation by mail that your
account has been activated for online access.
Once
you
have activated your account online, you can also authorize, change or stop
your
Automatic Cash Withdrawal and Investment Service; sell some or all of your
Plan
shares if the current market value of the shares to be sold is $25,000 or less
(if the value of the shares to be sold is greater than $25,000, the request
must
be submitted in writing); and change your dividend reinvestment option (for
example, from full to partial reinvestment).
37.
|
Can
I access my account and perform transactions by
telephone?
|
Yes. If
you have established automated privileges on your account, you can change the
amount of or stop automatic monthly bank withdrawals; change your dividend
reinvestment option (for example, from full to partial reinvestment); sell
some
or all of your Plan shares if
20
the
current market value of the shares to be sold is $25,000 or less (if the
value
of the shares to be sold is greater than $25,000, the request must be submitted
in writing); and request a certificate for some or all full shares in the
Plan,
but only if the current market value of the shares to be issued is $50,000
or
less (if the value of the certificate to be issued is greater than $50,000,
the
request must be submitted in writing).
To
establish automated privileges, please call Wells Fargo and request, or view
www.wellsfargo.com/shareownerservices to download, an Automated Request
Authorization form.
Important
Tax Consequences
38.
|
What
are the federal income tax consequences of participation in the
Plan?
|
All
the
dividends paid to you - whether or not they are reinvested - are considered
taxable income to you in the year they are paid by Old Republic. The
total amount will be reported to you and to the Internal Revenue Service on
IRS
Form 1099-DIV which will be mailed to you shortly after the end of each
year.
In
addition, when the Plan Administrator purchases Old Republic shares for your
account on the open market rather than directly from Old Republic, you must
include in your gross income, as additional dividends, your allocable shares
of
any brokerage commissions paid by Old Republic: this amount will be reported
to
you and the U.S. Internal Revenue Service on IRS Form 1099-DIV shortly after
the
end of each year. Your tax basis in these Old Republic shares will be
the cost of the Old Republic shares plus your share of any brokerage commissions
paid by Old Republic.
All
shares of stock that are sold through the Plan Administrator will be reported
to
the IRS as required by law. IRS Form 1099-B will be mailed to all
those who sold stock through the Plan shortly at the end of each
year. The 1099-B form will only include proceeds you received from
the sale of your shares. You are responsible for calculating the cost
basis of the shares you sold and any gain or loss on the sale.
39.
|
What
provision is made for stockholders subject to income tax
withholding?
|
If
you
are a foreign stockholder whose dividends are subject to United States income
tax withholding, or a domestic stockholder whose dividends are subject to backup
withholding taxes, the Plan Administrator will reinvest an amount equal to
the
dividends less the amount of any tax required to be withheld. We will
have amounts withheld from dividends paid to the United States Treasury and
the
respective participants will be advised of the amounts withheld.
Foreign
stockholders who elect to make optional cash investments only will continue
to
receive cash dividends on stock registered in their names in the same manner
as
if they were not participating in this Plan. Funds for optional cash investments
must be in United States dollars, drawn on a United States bank, and will be
invested in the same way as payments from other participants.
Be
sure to keep your account statements for income tax purposes. If you
have any questions about the tax impact of any transactions you are
contemplating, please consult your own tax advisor.
Other
Important Provisions
40.
|
Can
Old Republic change or discontinue the
Plan?
|
21
While
we
currently intend to continue this Plan indefinitely, we may amend, suspend,
modify or terminate this Plan at any time. We will send you notice of
any amendment, suspension, modification or termination. The Plan
Administrator may resign at any time upon reasonable notice to us in
writing.
We
may
elect and appoint at any time a new Plan Administrator, including ourselves,
to
administer this Plan.
41.
|
What
are the responsibilities of Old Republic and the Plan Administrator
under
the Plan?
|
In
administering the Plan, neither Old Republic, the Plan Administrator nor any
broker/dealer selected by the Plan Administrator to execute purchases and sales
on behalf of Plan participants is liable for any good faith act or omission to
act, including but not limited to any claim of liability (i) arising out of
the
failure to terminate a participant’s account upon such participant’s death prior
to receipt of a notice in writing of such death, (ii) with respect to the prices
or times at which shares are purchased or sold, or (iii) as to the value of
the
shares acquired for participants.
The
Plan
Administrator is acting solely as agent of Old Republic and owes no duties,
fiduciary or otherwise, to any other person by reason of this Plan, and no
implied duties, fiduciary or otherwise, shall be read into this
Plan. The Plan Administrator undertakes to perform such duties and
only such duties as are expressly set forth herein, to be performed by it,
and
no implied covenants or obligations shall be read into this Plan against the
Plan Administrator or Old Republic.
In
the
absence of negligence or willful misconduct on its part, the Plan Administrator,
whether acting directly or through agents or attorneys, shall not be liable
for
any action taken, suffered, or omitted or for any error of judgment made by
it
in the performance of its duties hereunder. In no event shall the
Plan Administrator be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profit), even
if the Plan Administrator has been advised of the likelihood of such loss or
damage and regardless of the form of action.
The
Plan
Administrator shall: (i) not be required to and shall make no representations
and have no responsibilities as to the validity, accuracy, value or genuineness
of any signatures or endorsements, other than its own; and (ii) not be obligated
to take any legal action hereunder that might, in its judgment, involve any
expense or liability, unless it has been furnished with reasonable
indemnity.
The
Plan
Administrator shall not be responsible or liable for any failure or delay in
the
performance of its obligations under this Plan arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruptions,
loss
or malfunctions of utilities; computer (hardware or software) or communications
services; accidents; labor disputes; acts of civil or military authority or
governmental actions; it being understood that the Plan Administrator shall
use
reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the
circumstances.
The
Plan
Administrator is authorized to choose a broker/dealer, including an affiliated
broker/dealer, at its sole discretion to facilitate purchases and sales of
common stock by Plan participants. The Plan Administrator will
furnish the name of the registered broker/dealer, including any affiliated
broker/dealer, utilized in share transactions within a reasonable time upon
written request from you.
You
should recognize that neither Old Republic nor the Plan Administrator can assure
you of a profit or protect you against a loss on the stock purchased or sold
by
you under this Plan.
22
42.
|
Who
interprets and regulates the
Plan?
|
Any
questions of interpretation arising under this Plan will be determined by Old
Republic and any determination will be final. We may adopt rules and
regulations to facilitate the administration of this Plan. Delaware
law governs the terms and conditions in this document, as well as those that
are
described in detail on all forms and account statements.
DIRECT
REGISTRATION
We
are a
participant in the Direct Registration System (“DRS”). DRS is a
method of recording shares of stock in electronic, or book-entry, form, meaning
your shares are registered in your name on the books of Old Republic without
the
need for physical certificates. Shares held in book-entry have all
the traditional rights and privileges of shares held in certificate
form.
DRS
eliminates the risk and cost of storing certificates, while enabling you to
maintain the benefits of direct ownership, including the ability to participate
in the Plan. You may at any time choose to have all or a portion of
your book-entry shares transferred to your broker electronically by contacting
your broker/dealer. When using your broker to facilitate a share
transfer, provide them with a copy of your DRS account statement.
Shares
of
Old Republic stock that are issued in the future will be issued in book-entry
form rather than physical certificates unless you specify
otherwise. You may convert any stock certificate(s) you currently
hold to book-entry form, by sending the stock certificate(s) to Wells Fargo,
as
indicated in Question 6, with a request to deposit them to your DRS
account. There is no cost to you for this custodial
service.
USE
OF PROCEEDS
Old
Republic currently anticipates that at least quarterly dividend purchases by
the
Plan will be made from newly issued shares or previously issued shares held
in
Old Republic’s treasury. Old Republic plans to use the proceeds for
general corporate purposes. However, Old Republic is unable to
estimate the total amount of these shares or proceeds. In addition,
Old Republic may also make open market purchases and if it does, it will not
receive any proceeds from these purchases.
PLAN OF DISTRIBUTION
The
Plan
allows for dividends to be reinvested into shares acquired by the Plan
Administrator either on the market or through receipt of newly issued or
treasury shares of Common Stock from us. If the shares are purchases on the
market, we will absorb all administrative expenses in connection with the
operation of the Plan, except for brokerage commissions. Brokerage commissions
shall be paid pro rata by Plan Participants.
INDEMNIFICATION
Our
certificate of incorporation, as well as the Delaware General Corporation Law,
contain provisions providing for the indemnification of our directors and
officers against certain liabilities, including liabilities arising under the
Securities Act of 1933, as amended (the “Securities Act”). Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons, we have been
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable.
23
EXPERTS
The
financial statements, financial statement schedules and management’s assessment
of the effectiveness of internal control over financial reporting (which is
included in Management’s Report on Internal Control over Financial Reporting)
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
and Annual Report on Form 10-K/A for the year ended December 31, 2006 have
been
so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting.
LEGAL
MATTERS
William
J. Dasso, Counsel and Assistant Secretary of Old Republic, has passed upon
the
validity of the Old Republic Common Stock issuable under The
Plan. Mr. Dasso owns Old Republic Common Stock directly, through the
Company’s ESSOP and has options under the Company’s Employee Stock Option Plans.
In the aggregate these shares represent less than .1% of the Company’s
outstanding Common Stock.
24
You
should rely only on the information incorporated by reference or
provided
in this prospectus. We have not authorized anyone to provide you
with
different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should
not
assume that the information in this prospectus of the documents
incorporated by reference is accurate as of any date other than
the date
on the front of this prospectus or those documents.
----------------------------
TABLE
OF CONTENTS
Page
SUMMARY
OF THE
PLAN................................................................
1
RISK
FACTORS ...................................................................................
3
ABOUT
THIS
PROSPECTUS.............................................................. 4
WHERE
YOU CAN FIND MORE
INFORMATION......................... 4
DOCUMENTS
INCORPORATED BY
REFERENCE ........................ 4
OLD
REPUBLIC INTERNATIONAL
CORPORATION .................. 5
FORWARD-LOOKING
STATEMENTS
........................................... 6
TERMS
AND CONDITIONS OF THE
PLAN ................................... 6
General
Information ..................................................................... 6
Your
Choices Under the plan
..................................................... 10
Participating
in the Plan
.............................................................. 13
Purchasing
Stock Under the Plan
.............................................. 15
Selling
Shares of Stock Held in
the Plan ................................... 17
Owning
Stock in the Plan
............................................................
18
Important
Tax Consequences
....................................................
21
Other
Important Provisions
........................................................ 21
DIRECT
REGISTRATION
................................................................... 23
USE
OF PROCEEDS…………………....….......................................... 23
PLAN
OF
DISTRIBUTION………………......................................….23
INDEMNIFICATION………………….....................................……..
23
EXPERTS
.…......................................................................................... 24
LEGAL
MATTERS …………………………......................................
24
|
|
1,000,000
Shares
[OLD
REPUBLIC LOGO]
Old
Republic International Corporation
307
N. Michigan Avenue
Chicago,
Illinois 60601
(312)
- 346-8100
Shareholder
Purchase &
Reinvestment
Plan
Common
Stock
CUSIP
680223 10
4
-------------------------
PROSPECTUS
-------------------------
December
5, 2007
|
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are
estimates.
SEC
registration
fee ...........................................................
$ 482
Printing
and miscellaneous
.............................................. 5,000
Legal
fees and
expenses .................................................. 5,000
Fees
of
accountants ......................................................... 5,000
Total
.................................................................................... $ 15,482
ITEM
15. INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
Section
145 of the Delaware General Corporation Law grants a Delaware corporation broad
power to indemnify its officers, directors, employees and agents, in connection
with actual or threatened actions, suits or proceedings, provided that such
officer, director, employee or agent acted in good faith and in a manner such
officer, director, employee or agent reasonably believed to be in, or not
opposed to, the corporation’s best interests, and for criminal proceedings, had
no reasonable cause to believe his or her conduct was unlawful.
Section
102 of the Delaware General Corporation Law permits a Delaware corporation
to
include in its certificate of incorporation a provision eliminating a director’s
liability to a corporation or its stockholders for monetary damages for breaches
of fiduciary duty, but the statute also provides that liability for breaches
of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of the law, any violation of
Section 174 of the Delaware General Corporation Law and the receipt of improper
personal benefits cannot be eliminated or limited in this manner.
As
permitted by Section 102(b)(7) of the Delaware General Corporation Law, or
DGCL,
our certificate of incorporation provides that a director of Old Republic shall
not be personally liable to Old Republic or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (a)
for
any breach of the director’s duty of loyalty to us or our stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct
or a
knowing violation of law, (c) pursuant to Section 174 of the General Corporation
Law of the State of Delaware, or (d) for any transaction from which a director
derived an improper personal benefit.
In
general, our bylaws provide that Old Republic shall indemnify its directors
and
officers to the fullest extent permitted by law. As permitted by Section 145(a)
of DGCL, our bylaws provide that we shall indemnify each of our directors and
officers against expenses (including attorney’s fees) incurred in connection
with any proceeding (other than an action by or in the right of Old Republic)
involving such person by reason of having been an officer or director, to the
extent such person acted in good faith and in a manner reasonably believed
to be
in, or not opposed to, the best interest of Old Republic and, with respect
to
any criminal action or proceeding, had no reasonable cause to believe such
person’s conduct was unlawful. As permitted by Section 145(b) of
DGCL, our bylaws provide that we shall indemnify each of our officers and
directors against expenses (including attorney’s fees) incurred in connection
with any action brought by or in the right of Old Republic, except that if
the
director or officer is adjudged to be liable to Old Republic, no indemnification
shall be made unless and to the extent that the Court of Chancery or any other
court shall deem proper, notwithstanding the adjudication of
liability.
The
determination of whether indemnification is proper under the circumstances,
unless made by a court, shall be made by a majority of disinterested members
of
the board of directors (even if they constitute less than a forum), by a
committee of disinterested directors, by independent legal counsel or by our
stockholders. However, as required by Section 145(c) of DGCL, we must
indemnify a director or officer who was successful on the merits in defense
of
any suit. As permitted by Section 145(e) of DGCL, we may pay expenses
incurred by a director or officer in advance, upon receipt of an undertaking
that the advance will be repaid if it is ultimately determined that the director
or officer is not entitled to indemnity.
ITEM
16. LIST
OF EXHIBITS
EXHIBIT
4.1
|
Amended
and Restated Rights Agreement naming Wells Fargo Bank, N.A. as successor
Agent effective November 19, 2007 incorporated herein by reference
to
Exhibit 4.1 to the Corporation’s 8-A filed November 19,
2007.
|
4.2
|
Agreement
to furnish certain long-term debt instruments to the Securities and
Exchange Commission upon request (incorporated herein by reference
to
Exhibit 4(D) to the Corporation’s Form 8 filed on August 28,
1987).
|
5.1
|
Opinion
of William J. Dasso (previously
filed).
|
23.1
|
Consent
of Pricewaterhouse Coopers LLP (amended version filed
herein).
|
23.2
|
Consent
of William J. Dasso (included in Exhibit
5.1)
|
24.1
|
Powers
of Attorney for the Corporation (previously
filed)
|
_______________________
The
undersignedRegistrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
(i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended;
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to
such information in this registration statement;
provided,
however, that paragraphs (i), (ii) and (iii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in reports filed with or furnished to the Securities and
Exchange Commission by Old Republic pursuant to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934, as amended, that are incorporated by
reference in this registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
as amended, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of Old Republic’s annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and,
where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in the registration statement shall be deemed to
be a
new registration statement relating to the securities offered therein, and
the
offering of such securities at that time shall be deemed to be the initial
bona
fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, Old Republic
International Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in The City of Chicago, State of Illinois, on
December 5, 2007.
Old
Republic
International Corporation
By:
/s/
Aldo C.
Zucaro ____________
Name: Aldo C. Zucaro
Title: Chairman and Chief
Executive
Officer
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 5, 2007.
Name |
|
Position |
|
|
|
/s/
Aldo C. Zucaro
|
|
Chairman
and Chief Executive Officer;
|
Aldo
C. Zucaro
|
|
Director
(Principal Executive Officer)
|
|
|
|
*
/s/ Karl W. Mueller
|
|
Senior
Vice President and Chief Financial
|
Karl
W. Mueller
|
|
Officer
(Principal Financial Officer)
|
|
|
|
*
/s/ Harrington Bischof
|
|
|
Harrington
Bischof
|
|
Director
|
|
|
|
*
/s/ Jimmy A. Dew
|
|
|
Jimmy
A. Dew
|
|
Director
|
|
|
|
*
/s/ John M. Dixon
|
|
|
John
M. Dixon
|
|
Director
|
|
|
|
*
/s/ Leo E. Knight, Jr.
|
|
|
Leo
E. Knight, Jr.
|
|
Director
|
*
/s/ John W. Popp
|
|
|
John
W. Popp
|
|
Director
|
|
|
|
*
/s/ William A. Simpson
|
|
|
William
A. Simpson
|
|
Director
|
|
|
|
*
/s/ Arnold L. Steiner
|
|
|
Arnold
L. Steiner
|
|
Director
|
|
|
|
*
/s/ Fredricka Taubitz
|
|
|
Fredricka
Taubitz
|
|
Director
|
|
|
|
*
/s/ Charles F. Titterton
|
|
|
Charles
F. Titterton
|
|
Director
|
|
|
|
*
/s/ Dennis P. Van Mieghem
|
|
|
Dennis
P. Van Mieghem
|
|
Director
|
|
|
|
*
/s/ Steven R. Walker |
|
|
Steven
R. Walker |
|
Director |
*
By: /s/ Aldo C. Zucaro
|
|
Aldo
C. Zucaro, Attorney-in-fact
|