sv3asr
As filed with the Securities and Exchange Commission on
March 2, 2011
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
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
(State or other jurisdiction
of
incorporation or organization)
|
|
36-2678171
(I.R.S. Employer
Identification Number)
|
307 North Michigan Avenue, Chicago, Illinois 60601
(312) 346-8100
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
Spencer LeRoy III, Esq.
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)
with a copy to:
J. Brett Pritchard, Esq.
Locke Lord Bissell & Liddell LLP
111 South Wacker Drive
Chicago, Illinois 60606
(312) 443-0700
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement as determined by the
Registrant.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box:
o
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:
þ
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:
þ
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
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated
filer þ
|
|
Accelerated
filer o
|
|
Non-accelerated
filer o
|
|
Smaller reporting
company o
|
|
|
(Do not check if a smaller
reporting company)
|
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed
|
|
|
Proposed
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
Maximum
|
|
|
|
Title of Each Class of Securities
|
|
|
Amount to be
|
|
|
Offering Price
|
|
|
Aggregate
|
|
|
Amount of
|
to be Registered(1)
|
|
|
Registered
|
|
|
per Unit
|
|
|
Offering Price
|
|
|
Registration Fee
|
Debt Securities(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock(2)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
An indeterminate amount of debt securities of Old Republic
International Corporation (Old Republic) to be
offered at indeterminate prices is being registered pursuant to
this registration statement. Old Republic is deferring payment
of the registration fee pursuant to Rule 456(b) and is
omitting this information in reliance on Rule 456(b) and
Rule 457(r). |
|
(2) |
|
Such currently indeterminate number of common shares as may be
required for issuance on conversion of the debt securities being
registered hereunder. |
|
(3) |
|
Purchase rights for one one-hundredth of a share of
Series A Junior Participating Preferred Stock initially are
attached to and trade with all shares of common stock pursuant
to the terms of Old Republics Amended and Restated Rights
Agreement. |
PROSPECTUS
Debt
Securities
Each time we offer debt securities using this prospectus, we
will provide specific terms of the debt securities, including
the offering price and any conversion features, in supplements
to this prospectus. The prospectus supplements may also add to,
update or change the information in this prospectus and will
also describe the specific manner in which we will offer the
debt securities. You should read the prospectus supplement and
this prospectus, along with the documents incorporated by
reference, prior to investing in our debt securities.
We may offer and sell the debt securities to or through
underwriters, dealers and agents, or directly to purchasers. The
names and compensation of any underwriters, dealers or agents
involved in the sale of debt securities will be described in a
prospectus supplement.
Our common stock is traded on the New York Stock Exchange under
the symbol ORI.
Investing in these debt
securities involves risks. You should carefully consider the
information under Risk Factors on page 2 of
this prospectus as well as the risk factors contained in other
documents incorporated by reference into this
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is March 2, 2011.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement on
Form S-3
that we have filed with the Securities and Exchange Commission,
or the SEC, using a shelf registration for
continuous offering process. Under the shelf process, from time
to time, we may, but are not required to, sell the debt
securities offered in supplements to this prospectus in one or
more offerings.
This prospectus provides you with a general description of our
Company. Whenever we decide to offer the debt securities noted
on the cover page of this prospectus, we will provide you with a
prospectus supplement containing specific information about the
terms of the offering and the means of distribution. A
prospectus supplement may include other special considerations
applicable to that specific offering. A prospectus supplement
may also add, update or change information in this prospectus.
If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the
information in the prospectus supplement. You should read
carefully this prospectus and any prospectus supplement together
with the additional information described under the heading
Where You Can Find More Information.
In this prospectus and any prospectus supplement, unless
otherwise indicated, the terms Old Republic,
Company, registrant, we,
us and our refer to Old Republic
International Corporation and its consolidated subsidiaries.
OLD
REPUBLIC INTERNATIONAL CORPORATION
We are a Chicago based holding company engaged in the single
business of insurance underwriting. We conduct our operations
through a number of regulated insurance company subsidiaries
organized into three major segments, namely, our General
(property and liability insurance), Mortgage Guaranty, and
Title Insurance Groups. References herein to such groups
apply to our subsidiaries engaged in these respective segments
of business.
The insurance business is distinguished from most others in that
the prices (premiums) charged for various insurance products are
set without certainty of the ultimate benefit and claim costs
that will emerge or be incurred, often many years after issuance
and expiration of a policy. This basic fact casts us as a
risk-taking enterprise managed for the long run. We therefore
conduct our business with a primary focus on achieving favorable
underwriting results over cycles, and the maintenance of
financial soundness in support of our subsidiaries
long-term obligations to insurance beneficiaries. To achieve
these objectives, adherence to certain basic insurance risk
management principles is stressed, and asset diversification and
quality are emphasized. The underwriting principles encompass:
|
|
|
|
|
Disciplined risk selection, evaluation, and pricing to reduce
uncertainty and adverse selection;
|
|
|
|
Augmenting the predictability of expected outcomes through
insurance of the largest number of homogeneous risks as to each
type of coverage;
|
|
|
|
Reducing the insurance portfolio risk profile through:
|
|
|
|
|
|
diversification and spread of insured risks; and
|
|
|
|
assimilation of uncorrelated asset and liability exposures
across economic sectors that tend to offset or counterbalance
one another; and
|
|
|
|
|
|
Effectively managing gross and net limits of liability through
appropriate use of reinsurance.
|
In addition to income arising from our basic underwriting and
related services functions, we earn significant investment
income from invested funds generated by those functions and from
shareholders capital. Our investment strategy aims for
stability of income from interest and dividends, protection of
capital, and sufficient liquidity to meet insurance underwriting
and other obligations as they become payable in the future.
Securities trading and the realization of capital gains are not
objectives. Our investment philosophy is therefore best
characterized as emphasizing value, credit quality, and
relatively long-term holding periods. Our ability to
1
hold both fixed maturity and equity securities for long periods
of time is in turn enabled by the scheduling of maturities in
contemplation of an appropriate matching of assets and
liabilities.
In light of the above factors, our affairs are managed without
regard to the arbitrary strictures of quarterly or even annual
reporting periods that American industry must observe. In our
view, such short reporting time frames do not comport well with
the long-term nature of much of our business. We believe that
our operating results and financial condition can best be
evaluated by observing underwriting and overall operating
performance trends over succeeding five to ten year intervals.
Such extended periods can encompass one or two economic
and/or
underwriting cycles, and thereby provide appropriate time frames
for such cycles to run their course and for reserved claim costs
to be quantified with greater finality and effect.
We are a corporation organized under the laws of Delaware. Our
principal executive offices are located at 307 North Michigan
Avenue, Chicago, Illinois. Information concerning us is
available on our website at oldrepublic.com. Information
contained on our website is not and should not be considered a
part of this prospectus unless specifically incorporated by
reference.
RISK
FACTORS
Investing in our debt securities involves risks. Potential
investors are urged to read and consider the risk factors
relating to an investment in our Company described in our most
recent Annual Report on
Form 10-K
incorporated by reference in this prospectus, as the same may be
updated from time to time by our future filings with the SEC.
Before making an investment decision, you should carefully
consider those risks as well as other information we incorporate
by reference in this prospectus. The risks and uncertainties we
have described are not the only ones facing our Company.
Additional risks and uncertainties not presently known to us or
that we currently consider immaterial may also adversely affect
our business operations. To the extent a particular offering
implicates additional risks, we will include a discussion of
those risks in the applicable prospectus supplement.
FORWARD-LOOKING
STATEMENTS
Historical data pertaining to the operating results, liquidity,
and other performance indicators applicable to an insurance
enterprise such as ours are not necessarily indicative of
results to be achieved in succeeding years. In addition to the
factors cited below, the long term nature of the insurance
business, seasonal and annual patterns in premium production and
incidence of claims, changes in yields obtained on invested
assets, changes in government policies and free markets
affecting inflation rates and general economic conditions, and
changes in legal precedents or the application of law affecting
the settlement of disputed and other claims can have a bearing
on period-to-period comparisons and future operating results.
Some of the statements made in our reports that we file with the
SEC and which are incorporated by reference in this prospectus
or that may be made in any applicable prospectus supplement can
constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Of necessity, any such forward-looking statements involve
assumptions, uncertainties, and risks that may affect our future
performance. With regard to our General Insurance segment, its
results can be affected, in particular, by the level of market
competition, which is typically a function of available capital
and expected returns on such capital among competitors, the
levels of interest and inflation rates, and periodic changes in
claim frequency and severity patterns caused by natural
disasters, weather conditions, accidents, illnesses,
work-related injuries, and unanticipated external events.
Mortgage Guaranty and Title Insurance results can be
affected by similar factors and by changes in national and
regional housing demand and values, the availability and cost of
mortgage loans, employment trends, and default rates on mortgage
loans. Mortgage Guaranty results, in particular, may also be
affected by various risk-sharing arrangements with business
producers as well as the risk management and pricing policies of
government sponsored enterprises. Life and health insurance
earnings can be affected by the levels of employment and
consumer spending, variations in mortality and health trends,
and changes in policy lapsation rates. At our parent holding
company level, operating earnings or losses are generally
reflective of the amount of debt outstanding and its cost,
interest income on
2
temporary holdings of short-term investments, and
period-to-period variations in the costs of administering our
widespread operations.
A more detailed listing and discussion of the risks and other
factors which affect our risk-taking insurance business are
included in Part I, Item 1A Risk Factors,
of our 2010 Annual Report to the SEC, which Item is specifically
incorporated herein by reference.
Any forward-looking statements or commentaries speak only as of
their dates. We undertake no obligation to publicly update or
revise any and all such comments, whether as a result of new
information, future events or otherwise, and accordingly they
may not be unduly relied upon.
You should consider these risks and those set forth in, or
incorporated into, the Risk Factors section of this
prospectus prior to investing in our debt securities.
USE OF
PROCEEDS
Unless otherwise indicated in a prospectus supplement, the net
proceeds from the sale of debt securities offered by this
prospectus will be used for general corporate purposes,
including, without limitation, the repayment or the refinancing
of indebtedness, repurchases of our outstanding securities,
capital expenditures, future acquisitions and working capital.
If net proceeds from a specific offering will be used to repay
indebtedness, the applicable prospectus supplement will describe
the relevant terms of the debt to be repaid.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table shows our historical ratio of earnings to
fixed charges for each of the five most recent fiscal years
ended December 31, 2010.
Our ratios of earnings to fixed charges for the periods
indicated are as follows :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
Ratio of earnings to fixed charges
|
|
|
1.92
|
|
|
|
NM(1
|
)
|
|
|
NM(1
|
)
|
|
|
56.10
|
|
|
|
71.26
|
|
|
|
|
(1) |
|
Not meaningful. For the years ended December 31, 2008 and
2009, earnings were insufficient to cover fixed charges by
$794.8 million and $270.7 million, respectively. Such
shortfalls were due primarily to the weakness in the
Companys mortgage guaranty and consumer credit indemnity
lines. 2008 was further negatively impacted by other than
temporary impairments of invested assets. |
For purposes of computing these ratios, earnings consist of the
sum of pretax income (loss) before adjustment for income or loss
from equity investees, distributed income of equity investees
and fixed charges. Fixed charges consist of interest expense and
amortization of capitalized debt expenses.
DESCRIPTION
OF DEBT SECURITIES
We will describe the terms of the offered debt securities from
time to time in any prospectus supplement for such offer.
PLAN OF
DISTRIBUTION
The plan of distribution for each offering of debt securities
pursuant to this prospectus will be described in detail in a
prospectus supplement describing each particular offering.
LEGAL
MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, the validity of the offered debt securities of Old
Republic International Corporation will be passed on for us by
Spencer LeRoy, III, Senior
3
Vice President, General Counsel, and Secretary of the
corporation. Mr. LeRoy holds stock and options to purchase
stock granted under our employee stock plans, which in the
aggregate represent less than 1% of our outstanding common stock.
EXPERTS
The consolidated financial statements and financial statement
schedules of Old Republic International Corporation as of and
for the year ended December 31, 2010, and managements
assessment of the effectiveness of internal control over
financial reporting as of December 31, 2010 have been
incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing.
The financial statements and financial statement schedules as of
and for each of the two years in the period ended
December 31, 2009 incorporated in this prospectus by
reference to the Annual Report on
Form 10-K
for the year ended December 31, 2010 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.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
reports, statements, or other information that we file at the
SECs Public Reference Room at 100 F Street,
N.E., Room 1580, Washington, DC 20549. Please call the SEC
at 1 800-SEC-0330 for further information on the Public
Reference Room in Washington, DC and in other locations. Our SEC
filings are also available to the public from commercial
document retrieval services and at the Internet Website
maintained by the SEC at
http://www.sec.gov.
Copies of documents we have filed with the SEC are also
available at the offices of the New York Stock Exchange, 200
Broad Street, New York, NY 10005.
INCORPORATION
BY REFERENCE
The rules of the SEC allow us to incorporate by reference
information into this prospectus. The information incorporated
by reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically
update and supersede this information.
The following documents filed with the SEC are incorporated by
reference in this prospectus:
|
|
|
|
|
Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010, filed on
February 28, 2011;
|
|
|
|
The sections of our Definitive Proxy Statement for the 2010
Annual Meeting of Shareholders filed with the SEC on
April 13, 2010 that are incorporated by reference in our
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009; and
|
|
|
|
The description of our common stock contained in (i) our
registration statement on
Form 8-A
filed with the Securities and Exchange Commission on
August 29, 1990, as amended on August 31, 1990, and as
further amended on September 10, 1990; and (ii) our
registration statement on
Form 8-A
filed with the Securities and Exchange Commission on
September 10, 1990, as amended on May 30, 1997, as
further amended on June 20, 2007, and as further amended on
November 19, 2007.
|
All reports and other documents filed by us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, subsequent to the date hereof
and prior to the completion of the offering of all securities
covered by the respective prospectus supplement, shall be deemed
to be incorporated by reference in this prospectus and to be
part of this prospectus from the date of filing of such reports
and documents.
4
Any statement contained in a document incorporated or deemed to
be incorporated by reference shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a
statement in this prospectus or in any other subsequently filed
document which is incorporated or deemed to be incorporated by
reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
prospectus.
In reviewing any agreements incorporated by reference, please
remember they are included to provide you with information
regarding the terms of such agreement and are not intended to
provide any other factual or disclosure information about our
Company. The agreements may contain representations and
warranties by us, which should not in all instances be treated
as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements
prove to be inaccurate. The representations and warranties were
made only as of the date of the relevant agreement or such other
date or dates as may be specified in such agreement and are
subject to more recent developments. Accordingly, these
representations and warranties alone may not describe the actual
state of affairs as of the date they were made or at any other
time.
You may obtain any of the documents incorporated by reference by
contacting us or the SEC or through the SECs Internet
Website, as described above. Documents incorporated by reference
are available from us without charge, excluding all exhibits
unless specifically incorporated by reference as an exhibit to
this prospectus or a prospectus supplement. You may obtain
documents incorporated by reference into this prospectus by
requesting them in writing or by telephone from us at the
following address: Old Republic International Corporation, 307
North Michigan Avenue, Chicago, Illinois 60601, Attention:
Corporate Secretary, telephone
(312) 346-8100.
We have not authorized anyone to give any information or make
any representation about the offering or us that is different
from, or in addition to, that contained in this prospectus or in
any of the materials that have been incorporated in this
prospectus or which may be contained in a prospectus supplement
or in any free writing prospectus prepared by us or on our
behalf. Therefore, if anyone does give you information of this
sort, you should not rely on it. If you are in a jurisdiction
where offers to exchange or sell, or solicitation of offers to
exchange or purchase, the securities offered by this prospectus
are unlawful, or if you are a person to whom is it unlawful to
direct these types of activities, then the offer presented in
this prospectus does not extend to you. Information contained in
this prospectus speaks only as of the date of this prospectus
unless otherwise specifically indicated.
5
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 debt securities being
registered, other than underwriting discounts and commissions.
All of the amounts shown are estimates.
|
|
|
|
|
|
|
Amount to be Paid
|
|
|
SEC registration fee
|
|
$
|
*
|
|
Printing and engraving
|
|
|
80,000
|
|
Legal fees and expenses
|
|
|
200,000
|
|
Fees of accountants
|
|
|
110,000
|
|
Fees of trustee
|
|
|
30,000
|
|
FINRA Fees
|
|
|
50,000
|
|
Rating agency fees
|
|
|
100,000
|
|
Miscellaneous
|
|
|
30,000
|
|
|
|
|
|
|
Total
|
|
$
|
600,000
|
|
|
|
|
|
|
|
|
|
* |
|
Deferred in accordance with Rule 456(b) and 457(e) of the
Securities Act of 1933, as amended. |
|
|
Item 15.
|
Indemnification
of Directors and Officers.
|
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 directors 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 the DGCL, our bylaws
provide that we shall indemnify each of our directors and
officers against expenses (including attorneys 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 persons conduct was
unlawful. As permitted by Section 145(b) of the DGCL, our
bylaws provide that we shall indemnify each of our officers and
directors against expenses (including attorneys 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 quorum), by a committee of
disinterested directors, by independent legal counsel or by our
stockholders. However, as required by Section 145(c) of the
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 the 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.
II-1
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description of Document
|
|
|
1
|
.1*
|
|
Form of Underwriting Agreement for Debt Securities
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit 3(a) to the
Corporations Annual Report on
Form 10-K
for the year ended December 31, 2004).
|
|
3
|
.2
|
|
Restated Bylaws of the Company (incorporated by reference to
Exhibit 99.1 to the Corporations Current Report on
Form 8-K
filed on March 1, 2010).
|
|
4
|
.1
|
|
Indenture dated as of August 15, 1992 between the
Corporation and Wilmington Trust Company, as trustee
(incorporated herein by reference to Exhibit 4.1 to the
Corporations Current Report on
Form 8-K
filed on April 22, 2009).
|
|
4
|
.2
|
|
Supplement Indenture No. 1 dated as of June 16, 1997,
supplementing the Indenture (incorporated herein by reference to
Exhibit 4.3 to the Corporations Registration
Statement on
Form 8-A
filed on June 16, 1997).
|
|
4
|
.3
|
|
Supplement Indenture No. 2 dated as of December 31,
1997 supplementing the Indenture (incorporated herein by
reference to Exhibit 4.1 to the Corporations
Registration Statement on
Form S-3
filed on January 7, 1998).
|
|
4
|
.4
|
|
Amended and Restated Rights Agreement dated November 19,
2007 between the Corporation and Wells Fargo N.A. (incorporated
herein by reference to Exhibit 4.1 to the
Corporations Registration Statement on
Form 8-A/A
filed on November 19, 2007).
|
|
4
|
.5
|
|
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
Corporations Form 8 filed on August 28, 1987).
|
|
5
|
.1
|
|
Opinion of Spencer LeRoy, III.
|
|
12
|
.1
|
|
Statement Regarding Computation of Ratios.
|
|
23
|
.1
|
|
Consent of KPMG LLP.
|
|
23
|
.2
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
23
|
.3
|
|
Consent of Spencer LeRoy, III (included in
Exhibit 5.1).
|
|
24
|
.1
|
|
Power of Attorney.
|
|
25
|
.1
|
|
Statement of Eligibility on
Form T-1
of Wilmington Trust Company, Trustee.
|
|
|
|
* |
|
To be filed, if necessary, as an exhibit to a Current Report on
Form 8-K
or other report to be filed by Old Republic pursuant to
Section 13(a) or 15(d) of the Exchange Act and incorporated
by reference herein. |
The undersigned registrant 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;
(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 the 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 Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
II-2
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with
or furnished to the Securities and Exchange Commission by the
registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the 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, 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 the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
II-3
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plans annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) 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.
(7) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of section 310
of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission
under section 305(b)(2) of the Trust Indenture Act.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, each registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant 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 on
Form S-3
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois on
March 2, 2011.
OLD REPUBLIC INTERNATIONAL CORPORATION
Name: Aldo C. Zucaro
|
|
|
|
Title:
|
Chairman of the Board, Director
|
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 March 2,
2011.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Aldo
C. Zucaro
Aldo
C. Zucaro
|
|
Chairman of the Board, Principal Executive Officer and Director
|
|
|
|
/s/ Karl
W. Mueller
Karl
W. Mueller
|
|
Principal Financial Officer and Principal Accounting Officer
|
|
|
|
*
Harrington
Bischof
|
|
Director
|
|
|
|
*
Jimmy
A. Dew
|
|
Director
|
|
|
|
*
John
M. Dixon
|
|
Director
|
|
|
|
*
Leo
E. Knight, Jr.
|
|
Director
|
|
|
|
*
William
A. Simpson
|
|
Director
|
|
|
|
*
Arnold
L. Steiner
|
|
Director
|
|
|
|
*
Fredricka
Taubitz
|
|
Director
|
|
|
|
*
Charles
F. Titterton
|
|
Director
|
II-5
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
*
Dennis
P. Van Mieghem
|
|
Director
|
|
|
|
*
Steven
R. Walker
|
|
Director
|
|
|
|
|
|
*By
|
|
/s/ Karl
W. Mueller
Attorney-in-fact
Date: March 2, 2011
|
|
|
II-6
INDEX TO
EXHIBITS
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
Description of Document
|
|
|
1
|
.1*
|
|
Form of Underwriting Agreement for Debt Securities
|
|
3
|
.1
|
|
Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit 3(a) to the
Corporations Annual Report on
Form 10-K
for the year ended December 31, 2004).
|
|
3
|
.2
|
|
Restated Bylaws of the Company (incorporated by reference to
Exhibit 99.1 to the Corporations Current Report on
Form 8-K
filed on March 1, 2010).
|
|
4
|
.1
|
|
Indenture dated as of August 15, 1992 between the
Corporation and Wilmington Trust Company, as trustee
(incorporated herein by reference to Exhibit 4.1 to the
Corporations Current Report on
Form 8-K
filed on April 22, 2009).
|
|
4
|
.2
|
|
Supplement Indenture No. 1 dated as of June 16, 1997,
supplementing the Indenture (incorporated herein by reference to
Exhibit 4.3 to the Corporations Registration
Statement on
Form 8-A
filed on June 16, 1997).
|
|
4
|
.3
|
|
Supplement Indenture No. 2 dated as of December 31,
1997 supplementing the Indenture (incorporated herein by
reference to Exhibit 4.1 to the Corporations
Registration Statement on
Form S-3
filed on January 7, 1998).
|
|
4
|
.4
|
|
Amended and Restated Rights Agreement dated November 19,
2007 between the Corporation and Wells Fargo N.A. (incorporated
herein by reference to Exhibit 4.1 to the
Corporations Registration Statement on
Form 8-A/A
filed on November 19, 2007).
|
|
4
|
.5
|
|
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
Corporations Form 8 filed on August 28, 1987).
|
|
5
|
.1
|
|
Opinion of Spencer LeRoy, III.
|
|
12
|
.1
|
|
Statement Regarding Computation of Ratios.
|
|
23
|
.1
|
|
Consent of KPMG LLP.
|
|
23
|
.2
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
23
|
.3
|
|
Consent of Spencer LeRoy, III (included in
Exhibit 5.1).
|
|
24
|
.1
|
|
Power of Attorney.
|
|
25
|
.1
|
|
Statement of Eligibility on
Form T-1
of Wilmington Trust Company, Trustee.
|
|
|
|
* |
|
To be filed, if necessary, as an exhibit to a Current Report on
Form 8-K
or other report to be filed by Old Republic pursuant to
Section 13(a) or 15(d) of the Exchange Act and incorporated
by reference herein. |