UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 22, 2009
OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
State or Other Jurisdiction
of Incorporation
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001-10607
Commission File Number
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36-2678171
I.R.S. Employer
Identification Number |
307 North Michigan Avenue, Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (312) 346-8100
No Change
(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:
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 240.14d-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 April 22, 2009, Old Republic International Corporation announced the results of its operations
and its financial condition for the quarter ended March 31, 2009. The full text of the earnings
release is included as Exhibit 99.1 hereto.
Item 8.01. Other Events.
On August 15, 1992, the Company entered into an Indenture (the Indenture) by and between the
Company and Wilmington Trust Company, as trustee relating to the issuance of Debt Securities in
Series. The Indenture was previously filed via paper submission as Exhibit 4(G) to the Annual
Report on Form 10-K for the year ended December 31, 1992. In order to make the Indenture
accessible via EDGAR, it is being re-filed as Exhibit 4.1 hereto.
The Company is filing a Form T-1 to designate Wilmington Trust Company, to act as an eligible
trustee under the Indenture, which has been qualified pursuant to Section 305 of the Trust
Indenture Act of 1939, as amended. The Form T-1 is included as Exhibit 25.1 hereto.
On April 22, 2009, the Company issued a press release announcing its offering of convertible senior
notes. The full text of the press release is included as Exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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4.1 |
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Indenture by and between the Company and Wilmington Trust Company dated August
15, 1992. |
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25.1 |
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Statement of Eligibility on Form T-1 of Wilmington Trust Company to act as
trustee under the Indenture. |
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99.1 |
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Earnings Release dated April 22, 2009. |
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99.2 |
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Press Release dated April 22, 2009. |