OR International Corporation Form S3ARS Registration Statement
As
filed with the Securities and Exchange Commission on April 30,
2007 Registration
Statement 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
|
|
|
|
36-2678171
|
|
(State
or
other jurisdiction of incorporation or organization)
|
|
|
|
(I.R.S.
Employer Identification Number)
|
307
North Michigan
Avenue
Chicago,
Illinois
60601-5382
(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. 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. ý
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. ý
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
CALCULATION
OF
REGISTRATION FEE
|
Title
of each
class of securities*
|
Amount
to be
registered/
Proposed
maximum offering price per unit/
Proposed
maximum offering price/
Amount
of
Registration Fee
|
|
Common
Stock
of Old Republic International Corporation (“Old Republic")(2)
(3)
|
|
|
Preferred
Stock of Old Republic(2)
|
|
|
Depositary
Shares of Old Republic(2)(4)
|
(1)
|
|
Debt
Securities of Old Republic(2)
|
|
|
Warrants
to
Purchase Common Stock, Preferred Stock, Depositary Shares
or Debt Securities of Old Republic
|
|
|
Stock
Purchase Contracts of Old Republic
|
|
|
Stock
Purchase Units of Old Republic(5)
|
|
|
*
|
Additional
securities (including securities to be issued by additional registrants)
may be added by automatically effective post-effective amendments
pursuant
to Rule 413.
|
|
(1)
|
An
unspecified aggregate initial offering price and number of the securities
of each identified class is being registered as may from time to
time be
offered at unspecified prices. Separate consideration may or may
not be
received for securities that are issuable on exercise, conversion
or
exchange of other securities. In accordance with Rules 456(b) and
457(r),
the Registrants are deferring payment of all of the registration
fee. In
connection with the securities offered hereby, the Registrants will
pay
“pay-as-you-go registration fees” in accordance with Rule 456(b) and
457(r).
|
|
(2)
|
Also
includes
an indeterminant number of shares of common shares, preferred shares,
depositary shares and indeterminant amounts of debt securities as
may be
issued from time to time pursuant to anti-dilution adjustments upon
conversion of or exchange for any other preferred shares, depositary
shares or debt securities that provide for conversion or exchange
into
other securities or upon exercise of warrants for such securities
or upon
settlement of stock purchase
contracts.
|
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(3)
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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 Republic’s Amended and Restated
Rights Plan.
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(4)
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To
be
represented by depositary receipts representing an interest in all
or a
specified portion of shares of common or preferred
stock.
|
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(5)
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Each
stock
purchase unit consists of (a) a stock purchase contract and (b) a
beneficial interest in debt securities, capital securities or debt
obligations of Old Republic.
|
OLD
REPUBLIC
INTERNATIONAL CORPORATION
Common
Stock
Preferred
Stock
Depositary
Shares
Debt
Securities
Warrants
to
Purchase Common Stock, Preferred Stock, Depositary Shares and Debt
Securities
Stock
Purchase
Contracts
Stock
Purchase
Units
Old
Republic will
provide the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and the applicable prospectus
supplement carefully before you invest in any of these securities.
Old
Republic’s
common stock is traded on the New York Stock Exchange under the symbol
“ORI.”
Investing
in our securities involves risks. See “Risk Factors” on page
4.
Neither
the
Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal
offense.
The
date of this
prospectus is April 30, 2007
Page
About
this
Prospectus
.............................................................................................................................................
3
Summary
of the
Prospectus
.....................................................................................................................................
3
The
Offering
............................................................................................................................................................
4
Cautionary
Statement Concerning Forward-Looking Statements
..................................................................................
4
Risk
Factors
...........................................................................................................................................................
4
Use
of Proceeds
..................................................................................................................................................... 5
Description
of
Securities
.......................................................................................................................................... 5
Plan
of
Distribution
.................................................................................................................................................
5
Legal
Matters
.........................................................................................................................................................
5
ERISA
Matters
.......................................................................................................................................................
5
Experts
..................................................................................................................................................................
5
Where
You Can Find
More Information
......................................................................................................................
5
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 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 one of the types of 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.”
SUMMARY
OF THE
PROSPECTUS
This
summary
highlights information from this prospectus and may not contain all the
information that is important to you. Accordingly, we encourage you to carefully
read this entire prospectus, including the documents that are incorporated
by
reference. You may obtain a copy of the documents that we have incorporated
by
reference without charge by following the instructions in the section entitled
“Where You Can Find More Information” beginning on page 5 of this
prospectus.
Our
Business
We
are a
Chicago-based insurance holding company with subsidiaries engaged mainly in
the
general (property and liability), mortgage guaranty and title insurance
businesses. Our subsidiaries market, underwrite and manage a wide variety of
specialty and general insurance coverages. We primarily serve the insurance
and
the related needs of commercial and financial enterprises and governmental
units. In particular, we provide specialty insurance programs to the
transportation, coal and energy services, construction, forest products,
consumer and mortgage credit, banking, and housing industries, and to a variety
of other manufacturing and service companies.
Our
business
segments are organized as the General Insurance, Mortgage Guaranty, Title
Insurance and Corporate and Other Groups.
Our
General
Insurance Group assumes risks and provides related risk management services
that
encompass a large variety of property and liability insurance coverages. We
do
not have a meaningful exposure to personal lines of insurance such as homeowners
and private automobile coverages, and do not insure significant amounts of
commercial buildings and related property. A significant majority of our General
Insurance business is produced through independent agency and brokerage
channels, while the balance is obtained through direct production
facilities.
Private
mortgage
insurance protects mortgage lenders and investors from default related losses
on
residential mortgage loans made primarily to home buyers who make down payments
of less than 20% of the home’s purchase price. The Mortgage Guaranty Group
insures primarily first mortgage loans on residential properties incorporating
one-to-four family dwelling units.
The
title insurance
business 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. The policy ensures
against losses arising out of defects, liens and encumbrances affecting the
insured title and not excluded or excepted from the coverage of the
policy.
We
also have a
relatively small life and health insurance business as well as several internal
services subsidiaries that perform investment management, payroll,
administrative and minor marketing services.
3
Our
Corporate Information
Our
executive
offices are located at 307 North Michigan Avenue, Chicago, Illinois 60601,
and
our telephone number at that location is (312) 346-8100. Our website can be
accessed at www.oldrepublic.com. Information contained on our website does
not
constitute part of this prospectus.
THE
OFFERING
The
securities
which we offer for sale from time to time pursuant to this prospectus will
be
described in more detail in one or more prospectus supplements.
The
maximum dollar
amount of securities which we propose to sell pursuant to this offering is
$1
billion; however, we may elect to amend the registration statement to increase
that amount.
CAUTIONARY
STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This
prospectus and
the documents incorporated by reference in this prospectus include
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. All statements regarding our expected financial position,
strategies and growth prospects and general economic conditions we expect to
exist in the future are forward-looking statements. Any words such as, without
limitation, “anticipates,” “believes,” “expects,” “estimates,” “plans,”
“intends,” “outlook,” “forecast,” “assume,” “achievable,” “potential,”
“strategy,” “goal,” “outcome,” “trend,” and variations of such words and similar
expressions, or future or conditional verbs such as “will,” “would,” “should,”
“could,” “might,” “may,” or similar expressions as they relate to us or our
management, are intended to identify forward-looking statements.
We
caution that
forward-looking statements are subject to numerous assumptions, risks, and
uncertainties, which change over time. Forward-looking statements speak only
as
of the date the statement is made, and we do not undertake to update
forward-looking statements to reflect facts, circumstances, assumptions or
events that occur after the date the forward-looking statements are made. Actual
results could differ materially from those anticipated in forward-looking
statements, and future results could differ materially from historical
performance. Uncertainties and other factors that could cause actual results
to
differ materially from historical or forward-looking statements are described
in
more detail in “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the
year ended December 31, 2006 which is incorporated herein by reference in
this prospectus. We do not have any intention or obligation to update
forward-looking statements after we distribute this prospectus; however, any
material changes to the risk factors noted in our Annual Report on Form 10-K
are
included from time to time in our Quarterly Reports on Form 10-Q.
RISK
FACTORS
Investing
in our
securities involves risks. Potential investors are urged to read and consider
the risk factors relating to an investment in our company described in our
Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, each filed
with the SEC and incorporated by reference in this prospectus. Before making
an
investment decision, you should carefully consider those risks as well as other
information we may incorporate by reference in this prospectus or in any
prospectus supplement. 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.
4
USE
OF
PROCEEDS
Unless
otherwise
set forth in a prospectus supplement with respect to the proceeds from the
sale
of the particular offered securities to which such prospectus supplement
relates, the net proceeds from the sale of the offered securities is expected
to
be used for general corporate purposes.
DESCRIPTION
OF
SECURITIES
We
will describe the terms of the offered securities from time to time in any
prospectus supplement for such offer.
PLAN
OF
DISTRIBUTION
The
plan of
distribution for each offering of 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
securities of Old Republic International Corporation will be passed on for
us by
Spencer LeRoy, III, Senior Vice President, General Counsel, and Secretary of
the
corporation, and by Lord, Bissell & Brook LLP, Chicago, Illinois, counsel to
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.
ERISA
MATTERS
Old
Republic and
certain of our affiliates may each be considered a “party in interest” within
the meaning of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or a “disqualified person” within the meaning of the Internal Revenue
Code of 1986, as amended (the “Code”), with respect to many employee benefit
plans. Prohibited transactions within the meaning of ERISA or the Code may
arise, for example, if the offered securities are acquired by a pension or
other
employee benefit plan with respect to which Old Republic or any of its
affiliates is a service provider (or otherwise is a “party in interest” or a
“disqualified person”), unless such offered securities are acquired pursuant to
an exemption for transactions effected on behalf of such plan by a “qualified
professional asset manager” or pursuant to any other available exemption. Any
such pension or employee benefit plan proposing to invest in the offered
securities should consult with its legal counsel.
EXPERTS
The
financial
statements 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 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.
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 SEC’s 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.
5
We
have filed a
registration statement on Form S-3 under the Securities Act of 1993, as amended,
with the SEC to register our securities offered by this prospectus. This
prospectus does not contain all the information contained in the registration
statement because certain parts of the registration statement are omitted in
accordance with the rules and regulations of the SEC. The registration statement
and the documents filed as exhibits to the registration statement are available
for inspection and copying as described above.
The
SEC allows us
to “incorporate by reference” information into this prospectus, which means that
we can disclose important information to you by referring to another document
separately filed with the SEC. The information incorporated by reference is
deemed to be part of this prospectus, except for any information superseded
by
information contained directly in this prospectus. This prospectus by reference
the documents set forth below that we have previously filed with the SEC. These
documents contain important information about us and our business.
|
Old
Republic SEC Filings (SEC file No. 001-10607)
|
Period
Covered or Date Filed
|
|
Annual
Report
on Form 10-K
|
Year
Ended
December 31, 2006
|
| |
|
|
Annual
Report
Amendment on Form 10-K/A
|
March
28,
2007
|
| |
|
|
Proxy
Statement
|
March
29,
2007
|
| |
|
|
Registration
Statement Amendment on Form S-3/A
|
April
20,
2007
|
| |
|
|
Current
Reports on Form 8-K
|
February
22,
2007; April 5, 2007 (other than the portion of those documents not
deemed
to be filed)
|
| |
|
|
Registration
Statement on Form 8-A
(describing
our common stock)
|
March
3,
1988, as amended, May 30, 1997
|
We
also incorporate
by reference additional documents that we may file with the SEC under Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this prospectus and before the termination of this offering.
Additional documents so incorporated include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Report on
Form
8-K, as well as proxy statements.
You
may obtain any
of the documents incorporated by reference by contacting us or the SEC or
through the SEC’s 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.
You
will
not be charged for any of these documents that you request. If you request
any
incorporated documents from us, we will mail them to you by first class mail,
or
other equally prompt means, within one business day after we receive your
request.
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. 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 information specifically indicated that another date
applies.
6
[Back
Page of
Prospectus]
OLD
REPUBLIC
INTERNATIONAL CORPORATION
Common
Stock
Preferred
Stock
Depositary
Shares
Debt
Securities
Warrants
to
Purchase Common Stock, Preferred Stock, Depositary Shares and Debt
Securities
Stock
Purchase
Contracts
Stock
Purchase
Units
Prospectus
The
date of this
prospectus is April 30, 2007
7
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
..........................................................................
$ *
Printing
and
engraving
.......................................................................
80,000
Legal
fees and
expenses
................................................................... 150,000
Fees
of
accountants
.........................................................................
100,000
Fees
of
trustee
.................................................................................
30,000
NASD
Fees
......................................................................................
50,000
Rating
agency
fees ............................................................................
100,000
Miscellaneous ..................................................................................
25,000
Total
................................................................................................. $535,000
*
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 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
1.1+ Form
of Underwriting
Agreement (Debt)
1.2+
Form
of Underwriting Agreement (Equity)
1.3+
Form
of Underwriting Agreement (Stock Purchase Contracts)
1.4+
Form
of Underwriting Agreement (Stock Purchase Units)
|
3.1
|
Restated
Certificate of Incorporation of the Corporation (incorporated herein
by
reference to Exhibit 3(a) to the Corporation’s Annual Report on Form 10-K
for the year ended December 31,
2004.)
|
|
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(G) to
the Corporation’s Annual Report on Form 10-K for the year ended December
31, 1993).
|
|
4.2
|
Supplemental
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.
|
|
4.4+
|
Form
of
Deposit Agreement
|
|
4.5+
|
Form
of
Purchase Contract Agreement
|
|
4.6+
|
Form
of
Pledge Agreement
|
|
4.7
|
Amended
and
Restated Rights Agreement dated May 15, 1997 between the Corporation
and
the First Chicago Trust Company of New York (incorporated herein
by
reference to Exhibit 4.1 to the Corporation’s Current Report on Form 8-K
filed on May 30, 1997).
|
|
4.8
|
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
Spencer LeRoy III.
|
|
23.1
|
Consent
of
Pricewaterhouse Coopers LLP
|
|
23.2*
|
Consent
of
Spencer LeRoy III (included in Exhibit
5.1)
|
|
24.1
|
Powers
of
Attorney for the Corporation (included in signature
pages)
|
______________________
+
To be filed by subsequent Form 8-K or amendment
*
To be filed by amendment
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, 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;
II-2
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 the
purpose of determining liability under the Securities Act of 1933, as amended,
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 the 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 a registrant under the Securities Act of
1933, as amended, 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 an 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 an undersigned
Registrant or used or referred to by an undersigned Registrant;
(iii) The
portion of any
other free writing prospectus relating to the offering containing material
information about an undersigned Registrant or its securities provided by or
on
behalf of an undersigned Registrant; and
(iv) Any
other
communication that is an offer in the offering made by an undersigned Registrant
to the purchaser.
(6) 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.
(7) 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 Commission under
Section 305(6)(2) of the Trust Indenture Act.
Insofar
as
indemnification for liabilities arising under the Securities Act of 1933,
as
amended may be permitted to directors, officers and controlling persons of
the
Registrant pursuant to the provisions described in Item 15 above, or
otherwise, 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 registrant of expenses incurred or paid by a director, officer
or
controlling person of 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, 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, 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 April
30, 2007.
Old
Republic
International Corporation
By:
/s/
Aldo C.
Zucaro
Name: Aldo
C.
Zucaro
Title:Chairman
and
Chief
Executive
Officer
POWER
OF
ATTORNEY
KNOW
ALL MEN BY
THESE PRESENTS, that the undersigned directors and officers of Old Republic
International Corporation hereby constitute and appoint Aldo C. Zucaro, Karl
W.
Mueller and Spencer LeRoy III, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned,
in
any and all capacities, to sign any and all amendments to this registration
statement (the “Registration Statement”) (including post-effective amendments)
to this Registration Statement and any subsequent Registration Statement for
the
same offering which may be filed under Rule 462(b) under the Securities Act
of
1933, as amended, and any and all amendments (including any and all
pre-effective and post-effective amendments) and exhibits thereto and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority
to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, or substitutes, may lawfully
do or cause to be done by virtue hereof.
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 April 30, 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
|
II-5
| /s/
Peter Lardner |
|
|
|
Peter
Lardner
|
|
Director
|
| |
|
|
| /s/
Wilbur S. Legg |
|
|
|
Wilbur
S.
Legg
|
|
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.
Fredicka 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
|
II-6