schedule13g.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
SCHEDULE
13G*
Under the
Securities Exchange Act of 1934
(Amendment
No. 10)*
Old
Republic International Corporation
(NAME OF
ISSUER)
Common
Stock, $1.00 Par Value
(TITLE OF
CLASS OF SECURITIES)
680223-104
CUSIP
NUMBER
December
31, 2009
(Date of
Event Which requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
*The
remainder of this cover page shall be filled out for a reporting person=s initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures
provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be Afiled@ for the
purpose of Section 18 of the Securities Exchange Act of 1934 (AAct@) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO.
680223-104
1. NAME
OF REPORTING PERSON
Old Republic International Corporation Employees Savings and Stock Ownership
Trust (the ATrust@) by its
Trustees Spencer LeRoy
III,
Karl W. Mueller, R. Scott Rager and Aldo C. Zucaro.
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not
applicable.
(A)
(B)
3. SEC
USE ONLY
4. CITIZENSHIP
OR PLACE OF ORGANIZATION
The Trust
and Trustees are sited in Illinois
NUMBER
OF 5. SOLE
VOTING POWER
SHARES 5,193,796
BENEFICIALLY 6. SHARED
VOTING POWER
OWNED
BY 10,252,837
EACH
7. SOLE DISPOSITIVE POWER
REPORTING
5,193,796
PERSON 8. SHARED
DISPOSITIVE POWER
WITH
10,252,837
9. AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,446,837
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
Not
applicable.
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
12. TYPE
OF REPORTING PERSON
EP
The
filing of this Statement on Schedule 13G is made by Spencer LeRoy III, Karl W.
Mueller, R. Scott Rager and Aldo C. Zucaro as Trustees (the ATrustee@) for the
Old Republic International Corporation Employees Savings and Stock Ownership
Trust (the ATrust@)
voluntarily and does not constitute and should not be construed as, an admission
that either the Trust or the Trustee beneficially owns any securities covered by
this Statement or is required to file this Statement for the Trust and the
Trustee. In this connection, the Trust and the Trustee disclaim
beneficial ownership for the securities covered by this Statement.
Item
1(a) NAME
OF ISSUER:
The name
of the issuer is Old Republic International Corporation (the AIssuer@).
Item
1(b) ADDRESS
OF ISSUER=S PRINCIPAL
EXECUTIVE OFFICES:
The
address of the principal executive offices of the Issuer is 307 North Michigan
Avenue, Chicago, Illinois 60601.
Item
2(a) NAME
OF PERSON FILING:
The
person filing this Statement is the Trust and the Trustee.
Item
2(b) ADDRESS
OF PRINCIPAL BUSINESS OFFICE:
The
address of the Trust and its principal place of business is 307 North Michigan
Avenue, Chicago, Illinois 60601
Item
2(c) CITIZENSHIP:
Illinois
Item
2(d) TITLE
OF CLASS OF SECURITIES:
The class
of equity securities to which the Statement relates is the Common Stock of the
Issuer.
Item
2(e) CUSIP
NUMBER:
The CUSIP
number of the Common Stock is 680223-104
Item
3 This
statement is being filed pursuant to §240.13d-1(b).
THE PERSON FILING THIS STATEMENT IS A:
[f] [x]
Employee Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (AERISA@) or
Endowment Fund.
Item
4 OWNERSHIP
(a) Amount
Beneficially Owned: 15,446,633
(b) Percent
of Class: 6.5%
(c) Number
of shares as to which such person has:
(i) sole
power to vote or to direct the vote:
5,193,796
(ii) shared
power to vote or to direct the vote:
10,252,837
<F1>
(iii) sole
power to dispose or direct the disposition of:
5,193,796
(iv) shared
power to dispose or direct the disposition of:
10,252,837 <F1>
|
<F1>
|
ESSOP
Participants have the right to direct the Trustee in the voting of Common
Stock allocated to their accounts on all matters required to be submitted
to a vote of shareholders. If no directions are received as to
the voting of allocated shares of Common Stock and for shares not yet
allocated to a participant’s account, the Plan=s
Administration Committee will direct the Trustee to vote such shares as it
sees fit. Decisions as to purchases, dispositions or tenders of
the Common Stock are generally directed by the Plan=s
Administration Committee, subject to the fiduciary responsibility of the
Trustee. The filing of this Schedule 13G shall not be construed
as an admission that the Reporting Person is for the purposes
of Section 1(d) and 13(g) of the Act, the beneficial owner of any
securities covered by this
Statement.
|
Item
5 OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS:
Not
applicable.
Item
6 OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Subject
to the terms and conditions of the Plan, ESSOP Participants are entitled to
receive certain distributions or assets held by the Trust. Such
distributions may include proceeds from dividends on, or the sale of, shares of
Common Stock reflected in this Schedule 13G. Participants are also allowed
discretion concerning the allocation of assets held by the ESSOP for their
accounts. No individual participant has an interest in excess of 5% of the class
of securities reported herein.
Item
7 IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING
COMPANY:
Not
applicable
Item
8 IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not
applicable.
Item
9 NOTICE
OF DISSOLUTION OF GROUP:
Not
applicable.
Item
10 CERTIFICATION
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the Issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
February
4, 2010
OLD
REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES
SAVINGS AND STOCK OWNERSHIP TRUST
by its
Trustees
/s/ Spencer LeRoy
III
Spencer
LeRoy III
/s/
Karl W.
Mueller
Karl
W. Mueller
/s/
R. Scott
Rager
R. Scott
Rager
/s/ Aldo C.
Zucaro
Aldo C.
Zucaro