f8k062007.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report: (Date of earliest event reported) June 20, 2007
OLD
REPUBLIC INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-10607
|
|
36-2678171
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
307
North
Michigan Avenue, Chicago, Illinois 60601
(Address
of principal executive offices) (Zip Code)
(312)
346-8100
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions (see General Instruction A.2 below):
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
140.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c))
Item
8.01. Other
Events.
The
Board
of Directors of Old Republic International Corporation (the “Company”) approved
the extension of benefits afforded by the Company’s existing shareholders rights
plan, dated as of June 26, 1997 (the “Existing Agreement”), by amending and
restating its existing provisions in an Amended and Restated Rights Agreement
dated as of June 26, 2007 (the “Amended Agreement”). The Amended
Agreement, like the Existing Agreement, is intended to deter coercive or abusive
tender offers and market accumulations. The Amended Agreement
encourages an acquiror to negotiate with the Company’s Board of Directors and
enhances the Board’s ability to act in the best interest of all the Company’s
shareholders.
In
addition to changing the name of the Rights Agent to recognize its successor
and
extending the term of the Existing Agreement from June 26, 2007 to June 26,
2017, amendments to the provisions of the Existing Agreement
include: the elimination of the sixty (60) day limitation
period for exercise in Section 11(a)(ii); a reduction in the redemption price
and the elimination of the redemption window period under Sections 23(a)(i)
and
23(a)(ii); the elimination of the provision prohibiting a newly-elected board
from redeeming the Rights for a period of one hundred eighty (180) days under
the former Section 23(b); the amendment of the exchange provision in Section
24
to permit the exchange of Rights for common stock at any time; and, the
elimination of the ability to shorten or lengthen time periods under Section
27.
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amended Agreement, a copy of
which
has been filed as Exhibit 4.1 to the Company’s Amendment No. 2 on Form
8-A/A-2 filed with the Securities and Exchange Commission on June 20, 2007
and
is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
99.1 Press
release dated June 20, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
OLD
REPUBLIC
INTERNATIONAL CORPORATION
Registrant
Date: June
20,
2007 By:
/s/ Spencer
LeRoy
III
Spencer
LeRoy
III,
Senior
Vice
President, General Counsel and Secretary