UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report: (Date of earliest event reported) November 3,
2009
OLD
REPUBLIC INTERNATIONAL CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-10607
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36-2678171
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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307 North
Michigan Avenue, Chicago, Illinois 60601
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(Address
of principal executive offices) (Zip Code)
(312)
346-8100
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(Registrant’s
telephone number, including area code)
N/A
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(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2 below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
140.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Results
of Operations and Financial Condition
On
November 3, 2009, Old Republic International Corporation (the “Registrant”)
announced that it would file its third quarter 2009 Form 10-Q by the due date,
though its registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”)
had informed the Registrant that PwC was unable to complete its review of the
Registrant’s consolidated financial statements in accordance with Statement of
Auditing Standards No. 100, Interim Financial Information (“SAS 100”), as
required by Rule 10-01(d) of Regulation S-X promulgated under the Securities
Exchange Act of 1934, as amended, due to a disagreement with the Registrant’s
treatment of certain third quarter 2009 reinsurance transactions consummated by
the Registrant’s Mortgage Guaranty Group. The transactions and the financial
statement treatment afforded them were disclosed in the Registrant’s earnings
release dated October 22, 2009.
The full
text of the Registrant’s announcement is included as Exhibit 99.1
hereto.
Item
9.01. Financial Statements and
Exhibits
(d)
Exhibits
99.1 Earnings
Release dated November 3, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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OLD
REPUBLIC INTERNATIONAL CORPORATION
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Registrant
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Date:
November 4, 2009
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By:
/s/ Karl W.
Mueller
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Karl
W. Mueller
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Senior
Vice President,
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Chief
Financial Officer, and
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Chief
Accounting Officer
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INDEX TO
EXHIBITS
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Exhibits
99.1
Earnings Release dated November 3, 2009.