REGISTRATION NO. 333-
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OLD REPUBLIC INTERNATIONAL
CORPORATION DELAWARE 36-2678171
(EXACT NAME OF (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
REGISTRANT AS INCORPORATION OR ORGANIZATION) IDENTIFICATION
SPECIFIED IN ITS NUMBER)
CHARTER)
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)
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COPIES TO:
KURT W. FLORIAN, ESQUIRE
LORD, BISSELL & BROOK
115 SOUTH LA SALLE STREET
CHICAGO, ILLINOIS 60603
(312) 443-1728
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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 being offered only in connection
with dividend or interest reinvestment plans, please check the following box.
|X|
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. |_|
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. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
TITLE OF EACH AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
CLASS OF REGISTERED(1)(2) MAXIMUM MAXIMUM REGISTRATION
SECURITIES TO OFFERING AGGREGATE FEE
BE REGISTERED PRICE PER OFFERING PRICE
Senior debt UNIT (3)
securities
and subordinated
debt
securities
(collectively
"Debt Securities")
of
Old Republic
International
Corporation
Warrants of Old
Republic
International
Corporation to
purchase Debt
Securities
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Warrants of Old
Republic
International
Corporation to
purchase preferred
stock or depositary
shares
Warrants of Old
Republic
International
Corporation to
purchase common
stock
Preferred Stock of
Old Republic
International
Corporation
Depositary Shares
of Preferred Stock
of
Old Republic
International
Corporation
Common Stock of
Old Republic
International
Corporation
Stock Purchase
Contracts of Old
Republic
International
Corporation
Stock Purchase
Units of Old
Republic
International
Corporation
Prepaid Stock
Purchase Contracts
of Old Republic
International
Corporation
Total $500,000,000 100% $500,000,000 $147,500
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(1) Such indeterminate number or amount of Debt Securities, Warrants,
Preferred Stock, Depositary Shares, Common Stock, Stock Purchase
Contracts and Stock Purchase Units of Old Republic International
Corporation as may from time to time be issued at indeterminate prices.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign
currencies as shall result in an aggregate initial offering price for
all securities of $500,000,000. In addition, this Registration
Statement includes such presently indeterminate number of Offered
Securities (as defined herein) as may be issuable from time to time
upon conversion or exchange of the Offered Securities being registered
hereunder.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 and exclusive of accrued interest and dividends,
if any.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PROSPECTUS
$500,000,000
[LOGO] OLD REPUBLIC INTERNATIONAL CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
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Old Republic International Corporation (the "Corporation") may offer
and sell from time to time (i) its unsecured senior debt securities ("Senior
Debt Securities") or unsecured subordinated debt securities ("Subordinated Debt
Securities") , consisting of debentures, notes or other evidences of
indebtedness (the Senior Debt Securities and the Subordinated Debt Securities
are collectively referred to herein as the "Debt Securities"), (ii) shares of
its preferred stock, par value $0.01 per share (the "Preferred Stock"), which
may be represented by depositary shares as described herein, (iii) shares of its
common stock, par value $1.00 per share (the "Common Stock"), (iv) warrants to
purchase any of the foregoing Debt Securities, Preferred Stock and Common Stock
(the "Warrants"), (v) stock purchase contracts ("Stock Purchase Contracts") to
purchase Common Stock or (vi) stock purchase
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units ("Stock Purchase Units"), each representing ownership of a Stock Purchase
Contract and any of (x) Senior Debt Securities or Subordinated Debt Securities,
(y) debt obligations of third parties, including U.S. Treasury Securities, or
(z) Preferred Stock. Such securities may be offered in one or more separate
classes or series, in amounts, at prices and on terms to be determined by market
conditions at the time of sale and to be set forth in a supplement or
supplements to this Prospectus (a "Prospectus Supplement"). Such securities may
be sold for U.S. dollars, foreign denominated currency or currency units;
amounts payable with respect to any such securities may likewise be payable in
U.S. dollars, foreign denominated currency or currency units--in each case as
the Corporation specifically designates.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is December , 1997.
Specific terms of the particular Senior Debt Securities, Subordinated
Debt Securities, Preferred Stock, Common Stock, Warrants, Stock Purchase
Contracts and Stock Purchase Units, in respect of which this Prospectus is being
delivered (the "Offered Securities") will be set forth in an accompanying
Prospectus Supplement or Supplements, together with the terms of the offering of
the Offered Securities, the initial price thereof and the net proceeds from the
sale thereof. The Prospectus Supplement will set forth with regard to the
particular Offered Securities, certain terms thereof, including, where
applicable, (i) in the case of Senior Debt Securities and Subordinated Debt
Securities, the ranking as senior or subordinated Debt Securities, the specific
designation, aggregate principal amount, purchase price, maturity, interest rate
(which may be fixed or variable), if any, the time and method of calculating
interest payments, if any, time of payment of interest, if any, listing, if any,
on a securities exchange, authorized denomination, any exchangeability,
conversion, redemption, prepayment or sinking fund provisions, public offering
price and any other specific terms of the Debt Securities; (ii) in the case of
Preferred Stock, the specific designation, number of shares, purchase price and
the rights, preferences and privileges thereof and any qualifications or
restrictions thereon (including dividends, liquidation value, voting rights,
terms for the redemption, conversion or exchange thereof and any other specific
terms of the Preferred Stock), listing, if any, on a securities exchange and
whether the Corporation has elected to offer the Preferred Stock in the form of
depositary shares; (iii) in the case of Common Stock, the number of shares
offered, the initial offering price, market price and dividend information; (iv)
in the case of Warrants, the specific designation, the number, purchase price
and terms thereof, any listing of the Warrants or the underlying securities on a
securities exchange or any other terms in connection with the offering, sale and
exercise of the Warrants, as well as the terms on which and the securities for
which such Warrants may be exercised; (v) in the case of Stock Purchase
Contracts, the designation and number of shares of Common Stock issuable
thereunder, the purchase price of the Common Stock, the date or dates on which
the Common Stock is required to be purchased by the holders of the Stock
Purchase Contracts, any periodic payments required to be made by the Corporation
to the holders of the Stock Purchase Contracts or vice versa, and the terms of
the offering and sale thereof; and (vi) in the case of Stock Purchase Units, the
specific terms of the Stock Purchase Contracts and any Debt Securities or debt
obligations of third parties or Preferred
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Stock, the ability of a holder of such Stock Purchase Units to settle early the
underlying Stock Purchase Contract and, if applicable, whether the Corporation
will issue to such holder a Prepaid Stock Purchase Contract as a result of such
early settlement and the specific terms of the Prepaid Stock Purchase Contract
and the terms of the offering and sale of such Stock Purchase Units.
The Offered Securities may be offered in amounts, at prices and on
terms to be determined at the time of offering; provided, however, that the
aggregate offering price to the public of the Offered Securities will be limited
to $500,000,000. Any Prospectus Supplement relating to any Offered Securities
will contain information concerning certain United States federal income tax
considerations, if applicable, to the Offered Securities.
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The Corporation may sell the Offered Securities directly, through
agents designated from time to time or through underwriters or dealers. See
"Plan of Distribution" below. If any agents of the Corporation or any
underwriters or dealers are involved in the sale of the Offered Securities, the
names of such agents, underwriters or dealers and any applicable commissions and
discounts will be set forth in the related Prospectus Supplement. The managing
underwriter or underwriters with respect to each series sold to or through
underwriters will be named in the accompanying Prospectus Supplement. See "Plan
of Distribution" for possible indemnification arrangements for dealers,
underwriters and agents.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Corporation with the Commission
can be inspected and copied at the Commission's Public Reference Room at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the
public reference facilities of the regional offices in Chicago and New York. The
addresses of these regional offices are as follows: 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and 7 World Trade Center, 13th Floor, New
York, New York 10048. Copies of such material also can be obtained by mail from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549, upon payment of the fees prescribed by the rules and
regulations of the Commission. Reports, proxy statements, and other information
concerning the Corporation may also be inspected at the offices of the New York
Stock Exchange, Inc. at 20 Broad Street, New York, New York 10005. In addition,
electronically filed documents including reports, proxy statements and other
information concerning the Corporation can be accessed electronically by means
of the Commission's home page on the Internet at http://www.sec.gov.
The Corporation has filed with the Commission a Registration Statement
on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the securities offered by this Prospectus. This Prospectus does
not contain all the information set forth in the Registration Statement and
exhibits thereto. In addition, certain documents filed by the Corporation with
the Commission have been incorporated in this Prospectus by reference. See
"Incorporation of Certain Documents by Reference." Statements contained herein
concerning the provisions of any document do not purport to be complete and, in
each instance, are qualified in all respects by reference to the copy of such
document filed as an exhibit to the Registration Statement or otherwise filed
with the
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Commission. Each such statement is subject to and qualified in its entirety by
such reference. For further information with respect to the Corporation and the
securities offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, and the documents incorporated herein by
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in the Prospectus the
following documents previously filed by the Corporation with the Commission
pursuant to the 1934 Act:
1. Annual Report on Form 10-K for the year ended December 31, 1996, as
amended under cover of Form 10-K/A's filed on April 28, 1997, April 29, 1997 and
April 30, 1997.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997.
3. Current Reports on Form 8-K filed on May 30, 1997 and June 18, 1997.
4. The description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form 8-A, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the securities offered hereby shall
be deemed to be incorporated by reference in the Prospectus and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
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.
The Corporation will provide without charge to each person, including
any beneficial owner to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any and all of the information that has
been incorporated by reference in the Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Requests for such documents shall be directed to Old Republic
International Corporation, 307 North Michigan Avenue, Chicago, Illinois
60601-5382, Attention: Investor Relations (telephone (312) 346-8100).
FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS SUCH
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS
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PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH
IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This Prospectus and the documents
incorporated by reference herein, or any other written or oral statements made
by or on behalf of the Corporation may include forward-looking statements which
reflect the Corporation's current views with respect to future events and
financial performance.
Historical data pertaining to the operating results, liquidity, and
other financial matters applicable to an insurance enterprise such as the
Corporation are not necessarily indicative of results to be achieved in
succeeding years. In addition to the factors cited in the paragraph 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 claims all have a
bearing on period-to-period comparisons and future operating results.
Of necessity, forward-looking statements involve assumptions,
uncertainties, and risks that could cause actual results to differ materially
from such statements. These uncertainties and other factors are described in
more detail in the Corporation's most recent Annual Report on Form 10-K and
include, but are not limited to the uncertainties and factors listed below. With
regard to the Corporation's 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, as well as periodic
changes in claim frequency and severity patterns caused by natural disasters,
weather conditions, accidents, illnesses and work-related injuries. Mortgage
Guaranty and Title Insurance results can be affected by such factors as 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 may also be affected by various risk-sharing arrangements with
business producers. Life and disability insurance results can be impacted by the
levels of employment and consumer spending, as well as mortality and health
trends. At the holding company level, results are generally affected by the
amount of debt outstanding and its cost. Readers are cautioned not to place
undue reliance on any forward-looking statements of the Corporation, which speak
only as of their dates. The Corporation undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$," "dollars" or
"U.S.$").
THE CORPORATION
Old Republic International Corporation is a Chicago-based insurance
holding company which ranks among the 50 largest publicly-held, independent
insurance groups in the United States. Its oldest insurance subsidiary has been
in business continuously since 1887. The Corporation's subsidiaries market,
underwrite and manage a wide range of specialty and general insurance coverages
in the property and liability, mortgage guaranty, title and life and disability
insurance fields. The Corporation primarily serves the insurance and related
needs of commercial and financial enterprises and governmental units. In
particular, it provides 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.
The Corporation's business segments are organized as the General
Insurance (property and liability insurance), Mortgage Guaranty, Title Insurance
and Life Insurance Groups, and references herein to such groups apply to the
Corporation's subsidiaries engaged in the respective segments of business. "Old
Republic" or the "Corporation" herein refers to Old Republic International
Corporation and its subsidiaries as the context requires.
The Corporation's General Insurance Group provides property and
liability insurance to commercial clients and is the major contributor to
consolidated operating income. Old Republic does not have a meaningful
participation in personal lines of insurance. Commercial automobile (principally
trucking) insurance is the largest type of coverage underwritten by the General
Insurance Group, accounting for 43.2% of the Group's direct premiums written in
1996. The remaining premiums written by the General Insurance Group are derived
largely from a wide variety of coverages, including workers' compensation and
general liability insurance, loan credit guaranty insurance, and surety bonds.
During the past ten years the General Insurance Group's operations have been
expanded to insure certain specialty lines such as directors' and officers'
liability and errors and omissions liability insurance, to cover owners and
operators of private aircraft for hull and liability exposures, and to insure
grain elevators and liquid petroleum gas operations.
The Corporation frequently uses risk sharing formulas , particularly in
certain parts of its property and liability and life and disability businesses
to reduce its risk of underwriting loss. Among the techniques used are
retrospective rating plans and the utilization of captive insurance companies
owned by assureds or producers. Pursuant to retrospective arrangements, premium
refunds are made or additional premiums are collected in the event loss costs
are lower or higher than anticipated. Through captive insurers, the
Corporation's assureds or producers accept a portion of the coverages
underwritten by Old Republic and thus share in the loss experience on the risk.
The Corporation believes that its Mortgage Guaranty Group and Title
Insurance Group each rank among the top seven in the country on the basis of
premiums and related service fee revenues.
Real estate mortgage loan insurance produced by the Mortgage Guaranty
Group protects lending institutions against certain losses, generally to the
extent of 10% to 35% of the sum of the outstanding
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amount of each insured mortgage loan, and allowable costs incurred in the event
of default by the borrower. The Corporation insures only first mortgage loans,
primarily on residential properties having one-to-four family dwelling units.
Mortgage guaranty insurance premiums originate from savings and loan
associations, mortgage bankers and other lending institutions. The Corporation's
residential real estate loan insurance business is originated, approximately 19%
by savings and loan associations, 68% by mortgage bankers and 13% by other
lenders. The Corporation's mortgage guaranty insurance in force at December 31,
1996, was originally produced by approximately 3,800 different lending
institutions and about 2,300 such institutions originated business in 1996.
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 insures against losses arising out of defects, loans and encumbrances
affecting the insured title and not excluded or excepted from the coverage of
the policy.
Old Republic's Life Insurance Group markets and writes consumer credit
life and disability insurance primarily through automobile dealers, consumer
finance companies, banks, and savings and loan associations. Old Republic has
also written various conventional life, disability/accident and health insurance
coverages for many years, principally on a direct marketing basis through banks
and other financial services institutions. Old Republic also sells ordinary term
life insurance through independent agents and brokers for relatively large face
amounts, in both the United States and Canada. In the past, Old Republic
marketed annuity policies, some of which remain outstanding, through securities
dealers in New York State. Since 1985, the volume of annuity business has been
inconsequential as the Company has been unwilling to compete in this part of the
insurance business.
The Corporation's principal executive offices are located at 307 North
Michigan Avenue, Chicago, Illinois 60601. Its telephone number is (312)
346-8100.
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 are expected to be used by the Corporation for general corporate
purposes, including repayment or redemption of outstanding debt or preferred
stock, the possible acquisition of businesses or assets thereof, working capital
needs, and to add to the capital of the Corporation's insurance subsidiaries.
The Corporation routinely reviews opportunities to acquire businesses or assets
thereof.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the consolidated ratios of earnings to
fixed charges and earnings to combined fixed charges and preferred stock
dividends for the Corporation for the periods indicated:
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NINE MONTHS
ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
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1992 1993 1994 1995 1996 1996 1997
Ratio of earnings to fixed
charges (1) 14.7x 3.0x 12.3x 14.6x 32.4x 28.8x 45.7x
Ratio of earnings to combined
fixed charges and preferred
stock dividends (2) 9.1x 8.5x 8.1x 10.2x 16.1x 14.8x 33.7x
==================================================
(1) In computing the ratio of earnings to fixed charges, fixed charges
consist of interest expense on senior and subordinated indebtedness.
Earnings are computed by adding interest incurred on senior and
subordinated indebtedness to pretax income.
(2) In computing the ratio of earnings to combined fixed charges and
preferred stock dividends, combined fixed charges and preferred stock
dividends consist of interest expense on senior and subordinated
indebtedness and dividends on preferred stock of the Corporation on a
pretax basis. Earnings are computed by adding interest incurred on
senior and subordinated indebtedness to pretax income.
DESCRIPTION OF DEBT SECURITIES
The following description of the terms of the Debt Securities sets
forth certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities"), including
the nature of any variations from the following general provisions applicable to
such Offered Debt Securities, will be described in the Prospectus Supplement
relating to such Offered Debt Securities.
The Debt Securities will be unsecured general obligations of the
Corporation. The Debt Securities may be senior or subordinate in priority of
payment. The Debt Securities may be offered as convertible Debt Securities
which, unless previously redeemed or otherwise purchased or acquired, will be
convertible at any time during the specified conversion period into shares of
the Corporation's Common Stock, par value $1.00 per share. The Debt Securities
are to be issued under an Indenture dated as of August 15, 1992 between the
Corporation and Wilmington Trust Company, as trustee (the "Trustee"), as
supplemented by Supplemental Indenture No. 1 thereto, dated June 16, 1997 and
Supplemental Indenture No. 2 thereto, dated December , 1997 (as supplemented,
the " Indenture"). A copy of the Indenture is incorporated by reference as an
exhibit to the Registration Statement.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Indenture, including the
definitions therein of certain terms. Whenever particular sections or defined
terms of the Indenture are referred to, it is intended that such sections or
defined terms shall be incorporated herein by reference. Unless otherwise
indicated, capitalized terms shall have the meanings ascribed to them in the
Indenture. The section numbers refer to sections of the Indenture.
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General
The Indenture does not limit the amount of additional indebtedness the
Corporation or any of its subsidiaries may incur. The Debt Securities will be
unsecured senior or subordinated obligations of the Corporation. Since the
Corporation is a holding company, the Corporation's rights and the rights of its
creditors, including the holders of Debt Securities, to participate in the
assets of any subsidiary upon the latter's liquidation or recapitalization will
be subject to the prior claims of the subsidiary's creditors, except to the
extent that the Corporation may itself be a creditor with recognized claims
against the subsidiary. Claims on the Corporation's subsidiaries by creditors
other than the Corporation include substantial claims for policy benefits and
debt obligations, as well as other liabilities incurred in the ordinary course
of business. In addition, since many of the Corporation's subsidiaries are
insurance companies subject to regulatory control by various state insurance
departments, the ability of such subsidiaries to pay dividends or make loans or
advances to the Corporation without prior regulatory approval is limited by
applicable laws and regulations.
The Indenture does not limit the aggregate principal amount of
indebtedness that may be issued and provides that Debt Securities may be issued
in one or more series, in such form or forms, with such terms and up to the
aggregate principal amount authorized from time to time by the Corporation.
Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for the following terms of and information relating to
the Offered Debt Securities offered thereby (to the extent such terms are
applicable to such Debt Securities): (i) classification as senior or
subordinated Debt Securities, the specific designation, aggregate principal
amount, purchase price and denomination; (ii) any date of maturity; (iii)
interest rate or rates (or the method by which such rate will be determined), if
any; (iv) the dates on which any such interest will be payable; (v) the place or
places where the principal of, premium, if any, and interest, if any, on the
Offered Debt Securities will be payable; (vi) any redemption, repayment or
sinking fund provisions; (vii) whether such Offered Debt Securities are
convertible into Common Stock of the Corporation; (viii) any applicable United
States federal income tax consequences, including whether and under what
circumstances the Corporation will pay additional amounts on Offered Debt
Securities held by a person who is not a U.S. person in respect of any tax,
assessment or governmental charge withheld or deducted and, if so, whether the
Corporation will have the option to redeem such Debt Securities rather than pay
such additional amounts; (ix) the proposed listing, if any, of the Offered Debt
Securities on any securities exchange; and (x) any other specific terms of the
Offered Debt Securities, including any modifications of or additions to the
events of default or covenants provided for with respect to such Debt
Securities, and any terms which may be required by or advisable under applicable
laws or regulations not inconsistent with the Indenture.
Debt Securities may be presented for exchange and transfer in the
manner, at the places and subject to the restrictions set forth in the Debt
Securities and the Prospectus Supplement. Such services will be provided without
charge, other than any tax or other governmental charge payable in connection
therewith, but subject to the limitations provided in the Indenture.
Debt Securities will bear interest at a fixed rate or a floating rate.
Debt Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes are described in the
relevant Prospectus Supplement.
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Debt Securities may be issued, from time to time, with the principal
amount payable on any principal payment date, or the amount of interest payable
on any interest payment date, to be determined by reference to one or more
currency exchange rates, commodity prices, equity indices or other factors.
Holders of such Debt Securities may receive a principal amount on any principal
payment date, or a payment of interest on any interest payment date, that is
greater than or less than the amount of principal or interest otherwise payable
on such dates, depending upon the value on such dates of the applicable
currency, commodity, equity index or other factors. Information as to the
methods for determining the amount of principal or interest payable on any date,
the currencies, commodities, equity indices or other factors to which the amount
payable on such date is linked and certain additional tax considerations will be
set forth in the applicable Prospectus Supplement.
So long as any Debt Securities remain outstanding, the Corporation will
cause its annual reports to shareholders to be mailed to the holders of the Debt
Securities ("Holders") at their addresses appearing in the Debt Securities
Register. (Section 704)
Global Debt Securities
The Debt Securities of a series may be issued in the form of one or
more fully registered global securities (a "Global Security") that will be
deposited with a depositary (a "Depositary") or with a nominee for a Depositary
identified in the Prospectus Supplement relating to such series and registered
in the name of the Depositary or a nominee thereof. In such case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole for Debt Securities in
definitive registered form, a Global Security may not be transferred except as a
whole by the Depositary for such Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Global Security
will be described in the Prospectus Supplement relating to such series. The
Corporation anticipates that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a Global Security will be limited
to persons that have accounts with the Depositary for such Global Security
("participants") or persons that may hold interests through participants. Upon
the issuance of a Global Security, the Depositary for such Global Security will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the Debt Securities
represented by such Global Security beneficially owned by such participants. The
accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such Debt Securities. Ownership of
beneficial interests in such Global Security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained by
the Depositary for such Global Security (with respect to interests of
participants) and on the records of participants (with respect to interests of
persons holding through participants). The laws of some states may require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Global Securities.
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So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a Global
Security will not be entitled to have the Debt Securities represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of such Debt Securities in definitive form and will
not be considered the owners or holders thereof under the Indenture.
Accordingly, each person owning a beneficial interest in a Global Security must
rely on the procedures of the Depositary for such Global Security and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
Indenture. The Corporation understands that under existing industry practices,
if the Corporation requests any action of holders or if an owner of a beneficial
interest in a Global Security desires to give or take any action which a holder
is entitled to give or take under the Indenture, the Depositary for such Global
Security would authorize the participants holding the relevant beneficial
interests to give or take such action, and such participants would authorize
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners holding
through them.
Payments of principal and premium, if any, and interest, if any, of
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owners of such Global Security. None of the
Corporation, the Trustee or any other agent of the Corporation or agent of the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
such Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Corporation expects that the Depositary for any Debt Securities
represented by a Global Security, upon receipt of any payment of principal,
premium or interest in respect of such Global Security, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in such Global Security as shown on the records
of such Depositary. The Corporation also expects that payments by participants
to owners of beneficial interests in such Global Security held through such
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants.
If the Depositary for any Debt Securities represented by a Global
Security is at any time unwilling or unable to continue as Depositary or ceases
to be a clearing agency registered under the 1934 Act, and a successor
Depositary registered as a clearing agency under the 1934 Act is not appointed
by the Corporation within 90 days, the Corporation will issue such Debt
Securities in definitive form in exchange for such Global Security. In addition,
the Corporation may at any time and in its sole discretion determine not to have
any of the Debt Securities of a series represented by one or more Global
Securities and, in such event, will issue Debt Securities of such series in a
definitive form in exchange for all of the Global Security or Securities
representing such Debt Securities. Any Debt Securities issued in definitive form
in exchange for a Global Security will be registered in such name or names as
the Depositary shall instruct the Trustee. It is expected that such instructions
will be based upon directions received by the Depositary from participants with
respect to ownership of beneficial interests in such Global Security.
Senior Debt Securities
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The Prospectus Supplement will state if the Offered Debt Securities are
to be Senior Debt Securities. Senior Debt Securities will be senior in right of
payment to all subordinated indebtedness of the Corporation, and pari passu with
other unsecured, unsubordinated indebtedness of the Corporation.
Subordinated Debt Securities
The Prospectus Supplement will state if the Offered Debt Securities are
to be Subordinated Debt Securities and subject to the subordination provision
contained in the Indenture. The Indenture provides, if such provision is made
applicable to the Debt Securities of any series pursuant to Section 1401 of the
Indenture, that the payment of principal (and premium, if any) of, sinking fund
requirements for and interest on the Subordinated Debt Securities is
subordinated in right of payment to the payment of all Senior Indebtedness of
the Corporation. "Senior Indebtedness" is defined as the principal of, premium,
if any, and unpaid interest on the following, whether outstanding at the date
hereof or thereafter incurred, created or assumed: (a) indebtedness of the
Corporation for money borrowed (including purchase-money obligations) evidenced
by notes or other written obligations, (b) indebtedness of the Corporation
evidenced by notes, debentures, bonds or other securities issued under the
provisions of an indenture or similar instrument, (c) obligations of the
Corporation as lessee under capitalized leases and leases of property made as
part of any sale and leaseback transactions, (d) indebtedness of others of any
of the kinds described in the preceding clauses (a) through (c) assumed or
guaranteed by the Corporation, and (e) renewals, extensions and refundings of
any such indebtedness or obligations, unless in each case the instrument
creating or evidencing such indebtedness or obligation expressly provides that
such indebtedness or obligation is not superior in right of payment to the
Subordinated Debt Securities, but Senior Indebtedness shall not include the
Subordinated Debt Securities and indebtedness which ranks pari passu with the
Subordinated Debt Securities. (Sections 101 and 1401)
The Indenture does not limit the amount of Senior Indebtedness that may
be incurred. As of September 30, 1997, the amount of Senior Indebtedness was
approximately $151 million. The Corporation may from time to time incur
additional Senior Indebtedness. In addition, the Corporation's subsidiaries
incur liabilities and have obligations to third parties. The claims of such
third parties to the assets of the Corporation's subsidiaries will be superior
to those of the Corporation as a shareholder and therefore the Debt Securities
(whether Senior Debt Securities or Subordinated Debt Securities) may be deemed
to be effectively subordinated to the claims of such third parties.
In the event of any payment or distribution of assets or securities of
the Corporation upon any liquidation, dissolution, winding up or reorganization
of or similar proceeding relating to the Corporation, the payment of the
principal (and premium, if any), sinking fund requirements and interest on the
Subordinated Debt Securities will be subordinated to the extent provided in the
Indenture in right of payment to the prior payment in full of all Senior
Indebtedness. No payment on account of principal (and premium, if any) of,
sinking fund requirements for or interest on the Subordinated Debt Securities
may be made if, at the time of such payment, there exists a default with respect
to any Senior Indebtedness and the default is the subject of judicial
proceedings or the Corporation receives notice of the default from the Trustee
or any holder of Senior Indebtedness or any Trustee therefor. Upon any
acceleration of the maturity of the Subordinated Debt Securities by reason of a
default, the Corporation must give notice of the acceleration to holders of the
Senior Indebtedness and may not pay holders of the Subordinated Debt Securities
until 120 days after the acceleration and then only if such payment is otherwise
permitted at that time. Upon any payment or distribution of assets or securities
of the Corporation upon any liquidation, dissolution, winding-up or
reorganization of or similar proceeding relating to the Corporation, the holders
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of Senior Indebtedness will be entitled to receive payment in full before the
holders of the Subordinated Debt Securities are entitled to receive any payment.
Sections 1402 and 1403)
By reason of such subordination, in the event of insolvency, creditors
of the Corporation who are holders of Senior Indebtedness, as well as general
creditors of the Corporation, may recover more, ratably, than the holders of the
Subordinated Debt Securities.
Convertible Debt Securities
The Prospectus Supplement will state whether the Offered Debt
Securities will be convertible into shares of Common Stock ("Convertible Debt
Securities") and, if so, the initial conversion price or conversion rate at
which such Convertible Debt Securities will be convertible into Common Stock.
The holders of Convertible Debt Securities will be entitled at any time during
the time period specified in the Prospectus Supplement to convert the
Convertible Debt Securities into shares of Common Stock, except that, with
respect to Convertible Debt Securities called for redemption, conversion rights
will expire at the close of business on the redemption date unless the
Corporation defaults in making the payment due upon redemption. Notice of a
redemption must be given not less than 30 days and not more than 60 days prior
to the redemption date. (Sections 1301 and 1104)
Convertible Debt Securities surrendered for conversion during the
period from the close of business on any record date for the payment of interest
on such Convertible Debt Securities to the opening of business on the
corresponding interest payment date (except Convertible Debt Securities called
for redemption during such period) must be accompanied by payment of an amount
equal to the amount of interest payable on such Convertible Debt Securities on
such interest payment date. The registered holder of such Convertible Debt
Securities at the close of business on an interest payment record date shall be
entitled to receive the interest payable on such Convertible Debt Securities
(except Convertible Debt Securities called for redemption between such record
date and the interest payment date) on the corresponding interest payment date
notwithstanding the conversion thereof or the Corporation's default on payment
of the interest due on such interest payment date. A holder of Convertible Debt
Securities on an interest payment record date who (or whose transferee) converts
Convertible Debt Securities on an interest payment date will receive the
interest payable on such Convertible Debt Securities by the Corporation on such
date and the converting holder need not include payment in the amount of such
interest upon surrender of Convertible Debt Securities for conversion. (Sections
307 and 1302)
No fractional shares will be issued upon conversion and, in lieu of any
fractional share, an adjustment in cash will be made based on the closing price
(as defined) of the Common Stock as quoted on the New York Stock Exchange on the
last business day prior to the date of such conversion. (Sections 1303 and 1304)
The conversion rate is subject to adjustment in certain events,
including (i) the issuance of capital stock of the Corporation as a dividend or
a distribution, (ii) subdivisions, combinations and reclassifications of the
Common Stock, (iii) the issuance to all holders of Common Stock of rights or
warrants entitling them to subscribe for or purchase shares of Common Stock at
less than the current market price of Common Stock (as defined), and (iv) the
distribution to all holders of Common Stock of evidences of indebtedness of the
Corporation or of assets (other than cash dividends from retained earnings) or
subscription rights to securities of the Corporation (other than those referred
to above). Except in these cases, the conversion rate will not be adjusted for
the issuance of Common Stock. No adjustment of the conversion rate will be
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required to be made in any case until cumulative adjustments amount to at least
one percent of the current conversion rate. The Corporation reserves the right
to make such increases in the conversion rate in addition to those required by
the foregoing provisions as the Corporation in its discretion shall determine to
be advisable in order that certain stock related distributions hereafter made by
the Corporation to its shareholders shall not be taxable. (Section 1304)
Except as aforesaid,no payment or adjustment will be made on conversion
for interest accrued on Convertible Debt Securities or for dividends on the
Common Stock issued on conversion. (Section 1302)
In case of any consolidation or merger of the Corporation with or into
any other corporation other than a consolidation or merger in which the
Corporation is the continuing corporation and which does not result in any
reclassification of or changes (other than a change in par value or from par
value to no par value or from no par value to par value, or as a result of a
subdivision or combination) in, outstanding shares of Common Stock, or any sale
or transfer of all or substantially all the assets of the Corporation, the
holders of Debt Securities shall after such consolidation, merger, sale or
transfer have the right to convert such Debt Securities into the kind and amount
of securities, cash and other property which each such holder would have been
entitled to receive upon such consolidation, merger, sale or transfer if such
holder had held the Common Stock issuable upon the conversion of such Debt
Securities immediately prior to such consolidation, merger, sale or transfer.
(Section 1311)
Merger and Consolidation
The Indenture provides that the Corporation may, without the consent of
the Holders of Debt Securities, consolidate with or merge into any other
corporation, or convey, transfer or lease its properties and assets
substantially as an entirety to any person, provided that in any such case (i)
the successor corporation shall be a domestic corporation and such corporation
shall assume by a supplemental indenture the Corporation's obligations under the
Indenture, and (ii) immediately after giving effect to such transaction, no
default under the Indenture shall have occurred and be continuing. (Section 801)
Certain Covenants Applicable to All Debt Securities
The Indenture defines the term "Principal Insurance Subsidiary" to
mean, so long as they are Subsidiaries of the Corporation, each of Old Republic
Insurance Company, Old Republic National Title Insurance Company, Republic
Mortgage Insurance Company, Bituminous Casualty Corporation and Great West
Casualty Company and any successor to all or a principal part of the business or
properties of any thereof. (Section 101)
Limitations on Liens on Stock of Principal Insurance Subsidiaries. The
Indenture provides that the Corporation will not, nor will it permit any
Principal Insurance Subsidiary to, issue, assume or guarantee any indebtedness
for borrowed money (hereinafter referred to as "Indebtedness") secured by a
mortgage, security interest, pledge, lien or other encumbrance upon any share of
stock of any Principal Insurance Subsidiary without effectively providing that
the Debt Securities (together with, if the Corporation shall so determine, any
other indebtedness of or guarantee by the Corporation ranking equally with the
Debt Securities and then existing or thereafter created) shall be secured
equally and ratably with such Indebtedness. (Section 1005)
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Restrictions on Certain Dispositions. The Indenture does not prohibit
the Corporation or any Principal Insurance Subsidiary from issuing, selling,
assigning, transferring or otherwise disposing of, directly or indirectly, any
of the capital stock of any Principal Insurance Subsidiary. (Section 1006)
Modification of the Indenture
The Indenture may be modified by the Corporation with the consent of
the Holders of at least a majority in principal amount of the outstanding Debt
Securities of all series affected thereby, provided that without the consent of
the Holder of each Debt Security affected thereby, no such modification may (i)
change the Stated Maturity of or reduce the amount of principal of or interest
on or any premium payable upon the redemption of Debt Securities; (ii) change
the other terms of payment thereof; (iii) impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof; or
(iv) reduce the percentage in principal amount of Debt Securities of any series
the consent of whose Holders is necessary to effect any such modification or
waive compliance with certain covenants and conditions in the Indenture.
(Section 902) Compliance with certain covenants of the Corporation (including
those summarized above under "Certain Covenants Applicable to All Debt
Securities") may be waived, either generally or in a specific instance and
either before or after the time for such compliance, with the consent of the
Holders of at least a majority in principal amount of all outstanding Debt
Securities.
(Section 1007)
Satisfaction and Discharge of Indenture; Defeasance
The Indenture (except for certain specified surviving obligations
including, among other things, the Corporation's obligation to pay the principal
of (or premium, if any) and interest on the Debt Securities and to issue Common
Stock upon the conversion of Convertible Debt Securities) will be discharged and
canceled with respect to the Debt Securities of any series upon the satisfaction
of certain conditions, including the payment of all the Debt Securities of such
series or the deposit with the Trustee of funds or U.S. Government Obligations
or a combination thereof sufficient for such payment or redemption in accordance
with the Indenture. (Article Four)
Events of Default
The following events with respect to Debt Securities of any or all
series, as the case may be, are defined in the Indenture as "Events of Default"
with respect to Debt Securities of such series: (i) default in the payment of
any interest when due, continued for 30 days; (ii) default in the payment of the
principal (or premium, if any) on maturity; (iii) default in the payment to any
sinking fund when due; (iv) default in the performance of any other Indenture
covenant of the Corporation, continued for 60 days after written notice from the
Trustee or the Holders of at least 10% in principal amount of the outstanding
Debt Securities of such series affected thereby; (v) acceleration of the
maturity of any other indebtedness of the Corporation in excess of $5,000,000 in
principal amount under the terms of the instrument under which such indebtedness
may be outstanding, if such acceleration is not annulled or such indebtedness is
not discharged within 10 days after written notice from the Trustee or the
Holders of at least 10% in principal amount of the outstanding Debt Securities
prior to acceleration under the Indenture; (vi) certain events in bankruptcy or
insolvency of the Corporation; and (vii) any other Event of Default provided
with respect to Debt Securities of that series. (Section 501)
If an Event of Default with respect to Debt Securities of any series
shall occur and be continuing, the Trustee or the holders of not less than 25%
in aggregate principal amount of the then outstanding Debt
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Securities of such series may declare the principal amount of all Debt
Securities of such series and/or such other amount or amounts as the Debt
Securities or supplemental indenture with respect to such series may provide, to
be due and payable immediately. (Section 502)
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default with respect to Debt Securities of any series, mail to
the Holders of Debt Securities of such series affected thereby notice of all
uncured defaults known to it (the term default to include the events specified
above without grace periods); provided, that (i) except in the case of default
in the payment of principal of (or premium, if any) or interest on any of the
Debt Securities or in the payment of any sinking fund installment, the Trustee
shall be protected in withholding such notice if it in good faith determines
that the withholding of such notice is in the interest of the Holders and (ii)
in the case of default of the character referred to in subdivision (iv) of the
preceding paragraph no such notice shall be given until at least 30 days after
the occurrence thereof. (Section 602)
The Corporation is required to furnish to the Trustee annually a
statement of certain officers of the Corporation to the effect that to the best
of their knowledge the Corporation is not in default in the performance and
observance of certain terms of the Indenture, or if they have knowledge that the
Corporation is, or during the course of the year covered by the statement, has
been, in default, specifying such default. (Section 704)
The Holders of a majority in principal amount of the Debt Securities
then outstanding of each series affected have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee. (Section 512) The Holders of a majority in principal
amount of the Debt Securities of each series affected may waive certain defaults
excluding a default in payment of principal of (or premium, if any) or interest
on any Debt Security. (Section 513) The Indenture provides that in case an Event
of Default has occurred and is continuing, the Trustee shall exercise such of
its rights and powers under the Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs. (Section 601) Subject to such
provisions, the Trustee is under no obligation to exercise any of its rights or
powers under the Indenture at the request of any of the Holders of Debt
Securities unless they shall have offered to the Trustee reasonable security or
indemnity against the expenses and liabilities which may be incurred by it in
complying with such request.
(Section 603)
Trustee
Wilmington Trust Company is Trustee under the Indenture. Wilmington
Trust Company is one of a number of banks with which the Corporation and its
subsidiaries maintain ordinary banking and trust relationships and is also the
Trustee under the Corporation's 7% Debentures due June 15, 2007.
DESCRIPTION OF CAPITAL STOCK
Under the Restated Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), the Corporation has authority to issue
250,000,000 shares of Common Stock, par value $1.00 per share ("Common Stock"),
50,000,000 shares of Class B Common Stock, par value $1.00 per share (the "Class
B Common Stock"), and 75,000,000 shares of Preferred Stock, par value $0.01 per
share ("Preferred Stock"). Preferred Stock may be issued from time to time in
one or more series with or without voting powers, and with such designations,
preferences and relative, participating, optional
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or other special rights, and qualifications and limitations or restrictions
thereof, as shall be stated and expressed in the Certificate of Incorporation or
any amendment thereof or in any designation approved by the Board of Directors
of the Corporation for the purpose of establishing any such series of Preferred
Stock. Shareholders do not have any pre-emptive rights with respect to any of
the presently authorized but unissued shares of Preferred Stock, Common Stock or
Class B Common Stock. At September 30, 1997, there were outstanding (i)
92,803,887 shares of Common Stock (excluding 6,658,901 shares held by an
affiliate of the Corporation but classified as treasury stock for financial
accounting purposes only) and (ii) 158,367 shares of Series G-2 Preferred Stock
("Series G-2 Preferred Stock"). The Series G-2 Preferred Stock ranks senior to
the Common Stock and Class B Common Stock. No shares of Series A Junior
Participating Preferred Stock ("Series A Preferred Stock") or Class B Common
Stock are outstanding. For a description of the Preferred Stock of the
Corporation, see "Description of Preferred Stock" below. For further information
regarding the Common Stock and Class B Common Stock, see "Description of Common
Stock" below.
The payment of cash dividends by Old Republic is principally dependent
upon the amount of its insurance subsidiaries' statutory policyholders' surplus
available for dividend distribution. The insurance subsidiaries' ability to pay
cash dividends to Old Republic is in turn generally restricted by law or subject
to approval of the insurance regulatory authorities of the states in which they
are domiciled. These authorities recognize only statutory accounting practices
for determining financial position, results of operations, and the ability of an
insurer to pay dividends to its shareholders. Based on 1996 data, the maximum
amount payable to Old Republic as dividends by its insurance and other
wholly-owned subsidiaries during 1997 without the prior approval of their
respective regulatory authorities was approximately $233 million. However, Old
Republic does not expect to distribute all such amounts as dividends since
reinvested earnings are Old Republic's major source of capital to promote its
growth and support its obligations to policyholders.
Description of Preferred Stock
Old Republic's Certificate of Incorporation authorizes the issuance of
75,000,000 shares of preferred stock, par value $0.01 per share ("Preferred
Stock"). Under the Certificate of Incorporation, Old Republic's Board of
Directors is expressly authorized to issue all of the Preferred Stock from time
to time in one or more series, and for such consideration as the Board may
determine, with or without voting powers; and to establish designations,
preferences and the relative, participating, optional or other special rights,
and qualifications, limitations, and restrictions with respect thereto. As of
September 30, 1997, 158,367 shares of Series G-2 Preferred Stock were issued and
outstanding, with an aggregate current liquidation preference in the amount of
approximately $3.4 million. All shares of the Corporation's presently
outstanding Preferred Stock are designated Series G-2 Preferred Stock. Each
share is entitled to one vote per share on all matters submitted to a vote of
the Corporation's shareholders, and is convertible into shares of the
Corporation's Common Stock at a rate of one share of Series G-2 Preferred Stock
for 0.95 share of Common Stock at any time after the applicable share of Series
G-2 Preferred Stock has been outstanding for at least six months. For a
description of the dividend and redemption rights of the Series G-2 Preferred
Stock, see Note 4(a) of the Notes to Consolidated Financial Statements included
in the Annual Report on Form 10-K of Old Republic for the year ended December
31, 1996, incorporated herein by reference.
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No shares of Series A Junior Participating Preferred Stock are
outstanding. For a description of the Series A Preferred Stock, see "Description
of Capital Stock-Certain Charter Provisions and Miscellaneous Agreements."
The applicable Prospectus Supplement will describe the following terms
of any Preferred Stock in respect of which this Prospectus is being delivered
(to the extent applicable to such Preferred Stock): (i) the specific
designation, number of shares, seniority and purchase price; (ii) any
liquidation preference per share; (iii) any date of maturity, if any; (iv) any
redemption, repayment or sinking fund provisions; (v) any dividend rate or rates
and the dates on which any such dividends will be payable (or the method by
which such rates or dates will be determined); (vi) any voting rights; (vii) if
other than the currency of the United States of America, the currency or
currencies including composite currencies in which such Preferred Stock is
denominated and/or in which payments will or may be payable; (viii) the method
by which amounts in respect of such Preferred Stock may be calculated and any
commodities, currencies or indices, or value, rate or price, relevant to such
calculation; (ix) whether the Preferred Stock is convertible or exchangeable
and, if so, the securities or rights into which such Preferred Stock is
convertible or exchangeable (which may include other Preferred Stock, Senior
Debt Securities, Subordinated Debt Securities, Common Stock or other securities
or rights of the Corporation (including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified
commodities, currencies or indices) or securities of other issuers or a
combination of the foregoing), and the terms and conditions upon which such
conversions or exchanges will be effected including the initial conversion or
exchange prices or rates, the conversion or exchange period and any other
related provisions; (x) the place or places where dividends and other payments
on the Preferred Stock will be payable; and (xi) any additional voting,
dividend, liquidation, redemption and other rights, preferences, privileges,
limitations and restrictions.
As described under "Description of Depositary Shares", the Corporation
may, at its option, elect to offer depositary shares ("Depositary Shares")
evidenced by depositary receipts ("Depositary Receipts"), each representing an
interest (to be specified in the Prospectus Supplement relating to the
particular series of the Preferred Stock) in a share of the particular series of
the Preferred Stock issued and deposited with a Preferred Stock Depositary (as
defined herein).
All shares of Preferred Stock offered hereby, or issuable upon
conversion, exchange or exercise of Offered Securities, will, when issued, be
fully paid and non-assessable.
Description of Common Stock
The Certificate of Incorporation of the Corporation authorizes
250,000,000 shares of Common Stock, $1.00 par value, of which 92,803,887 shares
were issued and outstanding as of September 30, 1997 (excluding 6,658,901 shares
held by an affiliate but classified as treasury stock for financial accounting
purposes only), and 50,000,000 shares of Class B Common Stock, none of which is
issued or outstanding.
Any additional shares of Common Stock issued by the Corporation will have the
same rights and privileges as shares of Common Stock now issued and outstanding.
Holders of Common Stock and Class B Common Stock are entitled to
receive dividends and other distributions in cash, stock or property of the
Corporation, when, as and if declared by the Board of Directors out of assets or
funds of the Corporation legally available therefor and shall share equally on a
per share basis in all such dividends and other distributions (subject to the
rights of holders of Preferred Stock). In addition if holders of Common Stock
receive shares of Common Stock in connection with stock
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dividends or stock splits, holders of Class B Common Stock will receive a
proportionate number of shares of Class B Common Stock.
At every meeting of shareholders, every holder of Common Stock is
entitled to one vote per share and every holder of Class B Common Stock will be
entitled to a 1/10 vote per share. All actions submitted to a vote of
shareholders are voted upon by holders of Common Stock and Class B Common Stock
voting together as a single class (subject to any voting rights which may be
granted to holders of Preferred Stock) and a majority of the votes cast by such
holders is required to approve any such action, except where other provision is
made by law.
In the event of any dissolution, liquidation or winding up of the
affairs of the Corporation, whether voluntary or involuntary, the holders of
Common Stock and Class B Common Stock are entitled to share equally in the
assets available for distribution after payment of all liabilities and provision
for the liquidation preference of any shares of Preferred Stock then
outstanding.
The holders of Common Stock and Class B Common Stock have no preemptive
rights, cumulative voting rights or subscriptions rights. The Common Stock and
Class B Common Stock have no conversion rights and are not subject to
redemption.
The Prospectus Supplement relating to an offering of Common Stock will
describe terms relevant thereto, including the number of shares offered, the
initial offering price, market price and dividend information.
The transfer agent and registrar with respect to the Common Stock is
The First Chicago Trust Company of New York.
All shares of Common Stock offered hereby, or issuable upon conversion,
exchange or exercise of Offered Securities, will, when issued, be fully paid and
non-assessable.
Certain Charter Provisions And Miscellaneous Agreements
The Corporation's Certificate of Incorporation and Bylaws and certain
other agreements to which the Corporation is a party contain certain provisions,
described below, that could delay, defer or prevent a change in control of the
Corporation if the Board of Directors determines that such a change in control
is not in the best interests of the Corporation and its shareholders and could
have the effect of making it more difficult to acquire the Corporation or remove
incumbent management.
The terms of the authorized series of the Corporation's Preferred Stock
and the power in the Board of Directors to issue additional shares of Preferred
Stock, Common Stock and Class B Common Stock without shareholder approval could
render more difficult or discourage a merger, tender offer or proxy contest for
assumption of control by a holder of Old Republic's securities.
The Certificate of Incorporation of Old Republic requires the approval
of holders of 80% of the outstanding shares of all classes of stock entitled to
vote in the election of directors considered as one class for (i) a merger or
consolidation of Old Republic with, (ii) the sale, lease, exchange, mortgage,
pledge or other disposition of all, substantially all, or any substantial part
(as defined) of the assets of Old Republic or a subsidiary to, or (iii) the
transfer of a substantial amount (as defined) of securities of Old Republic in
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exchange for the securities or assets of, any other corporation, person, or
entity which is the holder of more than 10% of the outstanding shares of Old
Republic entitled to vote, considered as one class. This requirement does not
apply if the Board of Directors of Old Republic approves the transaction under
certain circumstances. This provision of the Restated Certificate of
Incorporation cannot be amended or repealed except by a vote of 80% of the
outstanding shares of all classes of stock of the Corporation entitled to vote
in the election of directors, such shares to be considered as one class.
The Certificate of Incorporation of Old Republic prohibits any merger
or certain other business combinations to be effected between Old Republic and
any person or entity that owns more than 10% of Old Republic's outstanding stock
entitled to vote (an "Acquiring Entity") unless it is approved by the holders of
not less than 66 2/3% of the outstanding shares of all classes of stock entitled
to vote in the election of directors considered as one class (other than shares
beneficially owned by the Acquiring Entity) or is approved unanimously by the
Board of Directors or is in compliance with certain other conditions. The
conditions specified include a requirement that the price to be paid to the
remaining shareholders of Old Republic in cash or securities be not less than
the greatest of: (i) the highest price paid by the Acquiring Entity for its
stock in Old Republic, (ii) a price that reflects the same premium over market
price paid by the Acquiring Entity to other shareholders of Old Republic, (iii)
a price that is equal to book value of the Old Republic Common Stock, and (iv) a
price that reflects the same earnings multiple at which the Acquiring Entity's
stock is selling. This provision of the Restated Certificate of Incorporation
cannot be amended except by a vote of 66 2/3% of the outstanding shares of all
classes of stock of Old Republic entitled to vote in the election of directors,
such shares to be considered as one class, excluding stock of which an Acquiring
Entity, if any, is the beneficial owner.
Pursuant to the Corporation's Certificate of Incorporation, directors
of the Corporation are divided into three classes and elected to serve staggered
three-year terms. Under Delaware law, directors serving staggered terms can be
removed from office only for cause. Additionally, special meetings of the
Corporation's shareholders for any purpose may be called by the Chairman of the
Board and must be called by the Chairman of the Board or Secretary at the
written request of a majority of the Board. Shareholders do not have the power
to call a special meeting.
On May 15, 1997, the Board of Directors of the Corporation amended and
restated the terms of its Rights Agreement. Each Right (a "Right"), as amended,
when it becomes exercisable, entitles the registered holder to purchase from the
Corporation one one-hundredth of a share of Series A Preferred Stock of the
Corporation at a price of $100 per one-hundredth of a share of Series A
Preferred Stock (the "Purchase Price"), subject to adjustment.
The Rights become exercisable upon the earlier to occur of (i) the
public announcement that a person has acquired beneficial ownership of 20% or
more of the outstanding Common Stock (an "Acquiring Person"); or (ii) 10 days
following the commencement of a tender offer or exchange offer the consummation
of which would result in a person becoming an Acquiring Person. The rights will
expire at the close of business on June 26, 2007, unless earlier redeemed by the
Corporation.
In the event that any person becomes an Acquiring Person, each holder
of a Right will thereafter have for a period of 60 days the right to receive,
upon exercise, that number of shares of Common Stock or one-hundredths of a
share of Series A Preferred Stock (or, in certain circumstances, other
securities of the Corporation) having a value (immediately prior to such
triggering event) equal to two times the exercise price of the Right.
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In the event that, (i) the Corporation merges with an Acquiring Person
or merges with any other person in which merger all holders of Common Stock are
not treated alike, or (ii) more than 50% of the Corporation's assets or earning
power is sold or transferred, to an Acquiring Person, or, to any other person if
in such transaction all holders of Common Stock are not treated alike, then each
holder of a Right shall have the right to receive, upon exercise, common shares
of the acquiring company having a value equal to two times the exercise price of
the Right.
Shares of Series A Preferred Stock purchasable upon exercise of the
Rights will not be redeemable. Each share of Series A Preferred Stock will be
entitled to a minimum preferential quarterly dividend payment of $1.00 per share
but, if greater, will be entitled to an aggregate dividend per share of 100
times the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Series A Preferred Shares will be entitled to a
minimum preferential liquidation payment of $100 per share; thereafter, and
after the holders of the Common Stock receive a liquidation payment of $1.00 per
share, the holders of the Series A Preferred Stock and the holders of the Common
Stock will share the remaining assets in the ratio of 100 to 1 (as adjusted) for
each share of Series A Preferred Stock and Common Stock so held, respectively.
Each one-one hundredth share of the Series A Preferred Stock will be entitled to
one vote and shall be voted with the Common Stock as one class. In the event of
any merger, consolidation or other transaction in which the Common Stock is
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount received per share of Common Stock. In the event that the
amount of accrued and unpaid dividends on the Series A Preferred Stock is
equivalent to six full quarterly dividends or more, the holders of the Series A
Preferred Stock shall have the right, voting as a class, to elect two directors
in addition to the directors elected by the holders of the Common Stock until
all cumulative dividends on the Series A Preferred Stock have been paid through
the last quarterly dividend payment date or until non-cumulative dividends have
been paid regularly for at least one year.
At September 30, 1997, the terms of guaranties by Old Republic of bank
loans to the trustee of Old Republic's Employee Savings and Stock Ownership Plan
provided that, while such loans are outstanding, Old Republic will maintain a
minimum consolidated tangible net worth (excluding goodwill and net unrealized
capital gains or losses, but including the title plants and records of
subsidiaries of the Title Insurance Group) of at least $400 million. Such
guaranties also, among other things, restrict Old Republic from permitting Debt
(as defined) to exceed 25% of its consolidated tangible net worth (as adjusted
for goodwill and net unrealized capital gains or losses on equity securities)
without approval of the lenders. As of September 30, 1997, the Corporation had a
consolidated tangible net worth (as so adjusted) of $1,960 million.
DESCRIPTION OF DEPOSITARY SHARES
The description set forth below and in any Prospectus Supplement of
certain provisions of the Deposit Agreement (as defined below) and of the
Depositary Shares and Depositary Receipts summarizes the material terms of the
Deposit Agreement and of the Depositary Shares and Depositary Receipts, and is
qualified in its entirety by reference to, the form of Deposit Agreement and
form of Depositary Receipts relating to each series of the Preferred Stock.
General
The Corporation may, at its option, elect to have shares of Preferred
Stock be represented by Depositary Shares. The shares of any series of the
Preferred Stock underlying the Depositary Shares will
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be deposited under a separate deposit agreement (the "Deposit Agreement")
between the Corporation and a bank or trust company selected by the Corporation
(the "Preferred Stock Depositary"). The Prospectus Supplement relating to a
series of Depositary Shares will set forth the name and address of the Preferred
Stock Depositary. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled, proportionately, to all the rights,
preferences and privileges of the Preferred Stock represented thereby (including
dividend, voting, redemption, conversion, exchange and liquidation rights).
The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement, each of which will represent the applicable
interest in a number of shares of a particular series of the Preferred Stock
described in the applicable Prospectus Supplement.
A holder of Depositary Shares will be entitled to receive the shares of
Preferred Stock (but only in whole shares of Preferred Stock) underlying such
Depositary Shares. If the Depositary Receipts delivered by the holder evidence a
number of Depositary Shares in excess of the whole number of shares of Preferred
Stock to be withdrawn, the Depositary will deliver to such holder at the same
time a new Depositary Receipt evidencing such excess number of Depositary
Shares.
Dividends and Other Distributions
The Preferred Stock Depositary will distribute all cash dividends or
other cash distributions in respect to the Preferred Stock to the record holders
of Depositary Receipts in proportion, insofar as possible, to the number of
Depositary Shares owned by such holders. In the event of a distribution other
than in cash in respect to the Preferred Stock, the Preferred Stock Depositary
will distribute property received by it to the record holders of Depositary
Receipts in proportion, insofar as possible, to the number of Depositary Shares
owned by such holders, unless the Preferred Stock Depositary determines that it
is not feasible to make such distribution, in which case the Preferred Stock
Depositary may, with the approval of the Corporation, adopt such method as it
deems equitable and practicable for the purpose of effecting such distribution,
including sale (at public or private sale) of such property and distribution of
the net proceeds from such sale to such holders.
The amount so distributed in any of the foregoing cases will be reduce
by any amount required to be withheld by the Corporation or the Preferred Stock
Depositary on account of taxes.
Conversion and Exchange
If any Preferred Stock underlying the Depositary Shares is subject to
provisions relating to its conversion or exchange as set forth in the Prospectus
Supplement relating thereto, each record holder of Depositary Shares will have
the right or obligation to convert or exchange such Depositary Shares pursuant
to the terms thereof.
Redemption of Depositary Shares
If Preferred Stock underlying the Depositary Shares is subject to
redemption, the Depositary Shares will be redeemed from the proceeds received by
the Preferred Stock Depositary resulting from the redemption, in whole or in
part, of the Preferred Stock held by the Preferred Stock Depositary. The
redemption price per Depositary Share will be equal to the aggregate redemption
price payable with respect to the number of shares of Preferred Stock underlying
the Depositary Shares. Whenever the Corporation redeems Preferred Stock from the
Preferred Stock Depositary, the Preferred Stock Depositary will redeem as of the
same redemption date a proportionate number of Depositary Shares
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representing the shares of Preferred Stock that were redeemed. If less than all
the Depositary Shares are to be redeemed, the Depositary Shares to be redeemed
will be selected by lot or pro rata as may be determined by the Corporation.
After the date fixed for redemption, the Depositary Shares so called
for redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary Shares will cease, except the right to receive the
redemption price upon such redemption. Any funds deposited by the Corporation
with the Preferred Stock Depositary for any Depositary Shares which the holders
thereof fail to redeem shall be returned to the Corporation after a period of
two years from the date such funds are so deposited.
Voting
Upon receipt of notice of any meeting at which the holders of any
shares of Preferred Stock underlying the Depositary Shares are entitled to vote,
the Preferred Stock Depositary will mail the information contained in such
notice to the record holders of the Depositary Receipts. Each record holder of
such Depositary Receipts on the record date (which will be the same date as the
record date for the Preferred Stock) will be entitled to instruct the Preferred
Stock Depositary as to the exercise of the voting rights pertaining to the
number of shares of Preferred Stock underlying such holder's Depositary Shares.
The Preferred Stock Depositary will endeavor, insofar as practicable, to vote
the number of shares of Preferred Stock underlying such Depositary Shares in
accordance with such instructions, and the Corporation will agree to take all
reasonable action which may be deemed necessary by the Preferred Stock
Depositary in order to enable the Preferred Stock Depositary to do so. The
Preferred Stock Depositary will abstain from voting the Preferred Stock to the
extent it does not receive specific written instructions from holders of
Depositary Receipts representing such Preferred Stock.
Record Date
Whenever (i) any cash dividend or other cash distribution shall become
payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall be offered with respect to the Preferred Stock,
or (ii) the Preferred Stock Depositary shall receive notice of any meeting at
which holders of Preferred Stock are entitled to vote or of which holders of
Preferred Stock are entitled to notice, or of the mandatory conversion of or any
election on the part of the Corporation to call for the redemption of any
Preferred Stock, the Preferred Stock Depositary shall in each such instance fix
a record date (which shall be the same as the record date for the Preferred
Stock) for the determination of the holders of Depositary Receipts (x) who shall
be entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof or (y) who shall be entitled
to give instructions for the exercise of voting rights at any such meeting or to
receive notice of such meeting or of such redemption or conversion, subject to
the provisions of the Deposit Agreement.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt and any provision of the Deposit
Agreement may at any time be amended by agreement between the Corporation and
the Preferred Stock Depositary. However, any amendment which imposes or
increases any fees, taxes or other charges payable by the holders of Depositary
Receipts (other than taxes and other governmental charges, fees and other
expenses payable by such holders as stated under "Charges of Preferred Stock
Depositary"), or which otherwise prejudices any substantial existing right of
holders of Depositary Receipts, will not take effect as to outstanding
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Depositary Receipts until the expiration of 90 days after notice of such
amendment has been mailed to the record holders of outstanding Depositary
Receipts.
Whenever so directed by the Corporation, the Preferred Stock Depositary
will terminate the Deposit Agreement by mailing notice of such termination to
the record holders of all Depositary Receipts then outstanding at least 30 days
prior to the date fixed in such notice for such termination. The Preferred Stock
Depositary may likewise terminate the Deposit Agreement if at any time 45 days
shall have expired after the Preferred Stock Depositary shall have delivered to
the Corporation a written notice of its election to resign and a successor
depositary shall not have been appointed and accepted its appointment. If any
Depositary Receipts remain outstanding after the date of termination, the
Preferred Stock Depositary thereafter will discontinue the transfer of
Depositary Receipts, will suspend the distribution of dividends to the holders
thereof, and will not give any further notices (other than notice of such
termination) or perform any further acts under the Deposit Agreement except as
provided below and except that the Preferred Stock Depositary will continue (i)
to collect dividends on the Preferred Stock and any other distributions with
respect thereto and (ii) to deliver the Preferred Stock together with such
dividends and distributions and the net proceeds of any sales of rights,
preferences, privileges or other property, without liability for interest
thereon, in exchange for Depositary Receipts surrendered. At any time after the
expiration of two years from the date of termination, the Preferred Stock
Depositary may sell the Preferred Stock then held by it at public or private
sales, at such place or places and upon such terms as it deems proper and may
thereafter hold the net proceeds of any such sale, together with any money and
other property then held by it, without liability for interest thereon, for the
pro rata benefit of the holders of Depositary Receipts which have not been
surrendered.
Charges of Preferred Stock Depositary
The Corporation will pay all charges of the Preferred Stock Depositary
including charges in connection with the initial deposit of the Preferred Stock,
the initial issuance of the Depositary Receipts, the distribution of information
to the holders of Depositary Receipts with respect to matters on which Preferred
Stock is entitled to vote, withdrawals of the Preferred Stock by the holders of
Depositary Receipts or redemption or conversion of the Preferred Stock, except
for taxes (including transfer taxes, if any) and other governmental charges and
such other charges as are expressly provided in the Deposit Agreement to be at
the expense of holders of Depositary Receipts or persons depositing Preferred
Stock.
Miscellaneous
The Preferred Stock Depositary will make available for inspection by
holders of Depositary Receipts at its corporate office and its New York office,
all reports and communications from the Corporation which are delivered to the
Preferred Stock Depositary as the holder of Preferred Stock.
Neither the Preferred Stock Depositary nor the Corporation will be
liable if it is prevented or delayed by law or any circumstance beyond its
control in performing its obligations under the Deposit Agreement. The
obligations of the Preferred Stock Depositary under the Deposit Agreement are
limited to performing its duties thereunder without negligence or bad faith. The
obligations of the Corporation under the Deposit Agreement are limited to
performing its duties thereunder in good faith. Neither the Corporation nor the
Preferred Stock Depositary is obligated to prosecute or defend any legal
proceeding in respect of any Depositary Shares or Preferred Stock unless
satisfactory indemnity is furnished. The Corporation and the Preferred Stock
Depositary are entitled to rely upon advice of or information from
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counsel, accountants or other persons believed to be competent and on document
believed to be genuine.
The Preferred Stock Depositary may resign at any time or be removed by
the Corporation, effective upon the acceptance by its successor of its
appointment; provided, that if a successor Preferred Stock Depositary has not
been appointed or accepted such appointment within 45 days after the Preferred
Stock Depositary has delivered a notice of election to resign to the
Corporation, the Preferred Stock Depositary may terminate the Deposit Agreement.
See "Amendment and Termination of Deposit Agreement" above.
DESCRIPTION OF WARRANTS
The Corporation may issue Warrants to purchase Senior Debt Securities,
Subordinated Debt Securities, Preferred Stock (or Depositary Shares representing
Preferred Stock) or Common Stock (collectively, the "Underlying Warrant
Securities"), and such Warrants may be issued independently or together with any
such Underlying Warrant Securities and may be attached to or separate from such
Underlying Warrant Securities. Each series of Warrants will be issued under a
separate warrant agreement (each a "Warrant Agreement") to be entered into
between the Corporation and a warrant agent ("Warrant Agent"). The Warrant Agent
will act solely as an agent of the Corporation in connection with the Warrants
of such series and will not assume any obligation or relationship of agency for
or with holders or beneficial owners of Warrants. The following sets forth
certain general terms and provisions of the Warrants offered hereby. Further
terms of the Warrants and the applicable Warrant Agreement are set forth in the
applicable Prospectus Supplement.
The applicable Prospectus Supplement will describe the terms of any
Warrants in respect of which this Prospectus is being delivered, including the
following: (i) the title of such Warrants; (ii) the aggregate number of such
Warrants; (iii) the price or prices at which such Warrants will be issued; (iv)
the currency or currencies, including composite currencies, in which the price
of such Warrants may be payable; (v) the designation and terms of the Underlying
Warrant Securities purchasable upon exercise of such Warrants; (vi) the price at
which and the currency or currencies, including composite currencies, in which
the Underlying Warrant Securities purchasable upon exercise of such Warrants may
be purchased; (vii) the date on which the right to exercise such Warrants shall
commence and the date on which such right shall expire; (viii) whether such
Warrants will be issued in registered form or bearer form; (ix) if applicable,
the minimum or maximum amount of such Warrants which may be exercised at any one
time; (x) if applicable, the designation and terms of the Underlying Warrant
Securities with which such Warrants are issued and the number of such Warrants
issued with each such Underlying Warrant Security; (xi) if applicable, the date
on and after which such Warrants and the related Underlying Warrant Securities
will be separately transferable; (xii) information with respect to book-entry
procedures, if any; (xiii) if applicable, a discussion of certain United States
federal income tax considerations; and (xiv) any other terms of such Warrants,
including terms, procedures and limitations relating to the exchange and
exercise of such Warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Corporation may issue Stock Purchase Contracts, representing
contracts obligating holders to purchase from the Corporation, and the
Corporation to sell to the holders, a specified number of shares
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of Common Stock at a future date or dates. The price per share of Common Stock
may be fixed at the time the Stock Purchase Contracts are issued or may be
determined by reference to a specific formula set forth in the Stock Purchase
Contracts. The Stock Purchase Contracts may be issued separately or as a part of
units ("Stock Purchase Units") consisting of a Stock Purchase Contract and
either (x) Senior Debt Securities or Subordinated Debt Securities, (y) debt
obligations of third parties, including U.S. Treasury securities, or (z)
Preferred Stock. The Stock Purchase Contracts may require the Corporation to
make periodic payments to the holders of the Stock Purchase Units or vice versa,
and such payments may be unsecured or prefunded on some basis. The Stock
Purchase Contracts may require holders to secure their obligations thereunder in
a specified manner and in certain circumstances the Corporation may deliver
newly issued prepaid stock purchase contracts ("Prepaid Securities") upon
release to a holder of any collateral securing such holder's obligations under
the original Stock Purchase Contract.
The applicable Prospectus Supplement will describe the terms of any
Stock Purchase Contracts or Stock Purchase Units and, if applicable, Prepaid
Securities. The description in the Prospectus Supplement will not purport to be
complete and will be qualified in its entirety by reference to the Stock
Purchase Contracts, the collateral arrangements and depositary arrangements, if
applicable, relating to such Stock Purchase Contracts or Stock Purchase Units
and, if applicable, the Prepaid Securities and the document pursuant to which
such Prepaid Securities will be issued.
PLAN OF DISTRIBUTION
The Corporation may sell the Offered Securities directly or through
agents, underwriters or dealers.
Offers to purchase Offered Securities may be solicited by agents
designated by the Corporation from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of the Offered Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Corporation to such agent set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be acting
on a best efforts basis for the period of its appointment. The Corporation may
also sell Offered Securities to an agent as principal. Agents may be entitled
to, under agreements which may be entered into with the Corporation,
indemnification by the Corporation against certain liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Corporation in the ordinary course
of business.
If any underwriters are utilized in the sale of Offered Securities in
respect of which this Prospectus is delivered, the Corporation will enter into
an underwriting agreement with such underwriters and the names of the
underwriters and the terms of the transaction will be set forth in the
Prospectus Supplement, which will be used by the underwriters to make resales of
the Offered Securities in respect of which this Prospectus is delivered to the
public. Underwriters may offer and sell the Offered Securities at a fixed price
or prices, which may be changed, or from time to time at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The underwriters may be entitled, under the
relevant underwriting agreement, to indemnification by the Corporation against
certain liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the
Corporation in the ordinary course of business.
If a dealer is utilized in the sale of the Offered Securities in
respect of which this Prospectus is delivered, the Corporation will sell such
Offered Securities to the dealer, as principal. The dealer may then
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resell such Offered Securities to the public at varying prices to be determined
by such dealer at the time of resale. Dealers may be entitled to indemnification
by the Corporation against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions with or perform
services for the Corporation in the ordinary course of business.
Offered Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("marketing firms"), acting as principals for their own
accounts or as agents for the Corporation. Any remarketing firm will be
identified and the terms of its agreement, if any, with the Corporation and its
compensation will be described in the Prospectus Supplement. Remarketing firms
may be deemed to be underwriters in connection with the Offered Securities
remarketed thereby. Remarketing firms may be entitled, under agreements which
may be entered into with the Corporation, to indemnification by the Corporation
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Corporation in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Corporation will
authorize agents and underwriters or dealers to solicit offers by certain
purchasers to purchase Offered Securities from the Corporation at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject to only those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such offers.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement, the
validity of the Offered Securities of Old Republic International Corporation
will be passed upon for the Corporation by Spencer LeRoy III, Senior Vice
President, General Counsel and Secretary of the Corporation, and by Lord,
Bissell & Brook, Chicago, Illinois, counsel to the Corporation. Mr. LeRoy holds
stock and options to purchase stock granted under the Corporation's employee
stock plans, which in the aggregate represent less than 1% of the Corporation's
Common Stock.
ERISA MATTERS
The Corporation and certain affiliates of the Corporation 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
the Corporation 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.
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EXPERTS
The consolidated balance sheets as of December 31, 1996 and 1995 and
the consolidated statements of income, preferred stock and common shareholders'
equity, and cash flows for each of the three years in the period ended December
31, 1996, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
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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,
except the SEC registration fee.
SEC registration fee..................................$ 147,500
Printing and engraving................................ 40,000
Legal fees and expenses............................... 75,000
Fees of accountants................................... 50,000
Fees of trustee....................................... 15,000
Blue sky fees and expenses............................ 50,000
Rating agency fees.................................... 40,000
Miscellaneous......................................... 25,000
-----------
Total ................................................$ 442,500
===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation law permits the
indemnification of directors, officers, employees and agents of Delaware
corporations. Article Thirteenth of the Corporation's Restated Certificate of
Incorporation (the "Certificate of Incorporation") authorizes the
indemnification of directors and officers to the full extent required or
permitted by the General Laws of the State of Delaware, now or hereafter in
force, whether such persons are serving the Corporation, or, at its request, any
other entity, which indemnification shall include the advance of expenses under
the procedures and to the full extent permitted by law. Article Thirteenth of
the Articles of Incorporation further provides that the foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled and that no amendment or repeal of
Article Thirteenth shall apply to or have any effect on any right to
indemnification provided thereunder with respect to acts or omissions occurring
prior to such amendment or repeal. In addition, the Corporation's officers and
directors are covered by certain directors' and officers' liability insurance
policies maintained by the Corporation. Reference is made to section 145 of the
Delaware General Corporation Law and Article Thirteenth of the Certificate of
Incorporation, which are incorporated herein by reference.
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)
32
<PAGE>
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, 1995).
3.2++ Amended and Restated Bylaws of the Corporation.
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 Corporation's Registration Statement on
Form 8-A filed on June 16, 1997).
4.3* Supplemental Indenture No. 2 dated as of December , 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 Certificate of Designations of Series G-2 Convertible
Preferred Stock (incorporated herein by reference to Exhibit
4(A) to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995)
4.8 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).
4.9 Certificate of Designations of Series A Junior Participating
Preferred Stock (incorporated herein by reference to Exhibit
4.1 to the Corporation's Current Report on Form 8-K filed
on May 30, 1997).
4.10 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.
12.1* Statement re:Computation of ratio of earnings to fixed charges
12.2* Statement re:Computation of ratio of earnings to combined
fixed charges and preferred stock dividends
23.1** Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Spencer LeRoy III (included in Exhibit 5.1)
24.1** Powers of Attorney for the Corporation (included in signature
pages)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Trustee, under the Indenture (incorporated herein by reference
to Exhibit 26 to the Corporation's Registration Statement No.
33-49064 on Form S-3, declared effective August 18, 1992).
- --------
+ To be filed under subsequent Form 8-K
* To be filed by amendment
** Filed herewith
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
33
<PAGE>
(a) (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 this 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 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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Corporation pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in 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.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Corporation's 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 plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered thereby, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 provisions referred to in Item 15 of
this registration statement, or otherwise, the 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
34
<PAGE>
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.
(d) (1) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430(A) and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON DECEMBER 24, 1997.
Old Republic International Corporation
By: /s/ A. C. Zucaro
-----------------------------------
NAME: A. C. ZUCARO
TITLE: CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS A. C. ZUCARO, PAUL D. ADAMS, SPENCER
LEROY AND ANY VICE PRESIDENT OF THE CORPORATION HIS TRUE AND LAWFUL
ATTORNEYS-IN-FACT AND AGENTS, EACH ACTING ALONE, WITH FULL POWERS OF
SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE
AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS TO THIS
REGISTRATION STATEMENT, INCLUDING POST-EFFECTIVE AMENDMENTS, AS WELL AS ANY
RELATED REGISTRATION STATEMENT (OR AMENDMENT THERETO) FILED PURSUANT TO RULE 462
PROMULGATED UNDER THE
35
<PAGE>
SECURITIES ACT OF 1933, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND
OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SAID 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 IN AND ABOUT THE PREMISES, AS FULLY TO ALL
INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD DO IN PERSON, AND HEREBY
RATIFIES AND CONFIRMS ALL HIS OR HER SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF
THEM OR HIS OR HER SUBSTITUTE OR SUBSTITUTES MAY LAWFULLY DO OR CAUSE TO BE DONE
BY VIRTUE THEREOF.
THIS POWER OF ATTORNEY MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF
WHICH SHALL BE DEEMED AN ORIGINAL, BUT WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE
INSTRUMENT.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
/s/ A. C. Zucaro Chairman, President December 24, 1997
- ----------------------- and Chief Executive
A. C. ZUCARO Officer (Principal
Executive Officer)
/s/ Paul D. Adams Senior Vice December 24, 1997
- ---------------------- President, Chief Financial
PAUL D. ADAMS Officer and Treasurer
(Principal Financial Officer)
/s/Harrington Bischof Director December 24, 1997
- ----------------------
HARRINGTON BISCHOF
/s/Anthony F. Colao Senior Vice President December 24, 1997
- ---------------------- and Director
ANTHONY F. COLAO
/s/Kurt W. Kreyling Director December 24, 1997
- ----------------------
KURT W. KREYLING
/s/William G. White, Jr. Director December 24, 1997
- -------------------------
WILLIAM G. WHITE, JR.
36
<PAGE>
/s/Jimmy A. Dew Director December 24, 1997
- -------------------------
JIMMY A. DEW
/s/Wilbur S. Legg Director December 24, 1997
- -------------------------
WILBUR S. LEGG
/s/John W. Popp Director December 24, 1997
- -------------------------
JOHN W. POPP
/s/ David Sursa Director December 24, 1997
- -------------------------
DAVID SURSA
/s/ Peter Lardner Director December 24, 1997
- -------------------------
PETER LARDNER
/s/William A. Simpson Senior Vice President December 24, 1997
- ------------------------- and Director
WILLIAM A. SIMPSON
/s/Arnold L. Steiner Director December 24, 1997
- -------------------------
ARNOLD L. STEINER
37
<PAGE>
Exhibit 3.2
-----------
[Article II Sections 12-14 added 12/5/96]
OLD REPUBLIC INTERNATIONAL CORPORATION
AMENDED AND RESTATED BY-LAWS
JANUARY 1997
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Dover, County of Kent, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election
of directors shall be held in the City of Chicago, State of Illinois, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of the shareholders shall be held
on the last Friday of June, if not a legal holiday, then on the next secular day
preceding at 3:00 p.m., or on such other date and time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting, at which they shall elect the class of the board of directors to be
elected, and transact such other business as may properly be brought before the
meetings.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than sixty days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the
- 1 -
<PAGE>
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting; during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting
- 2 -
<PAGE>
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.
Section 11. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action, by any provision of the statutes, the meeting and vote of
stockholders may be dispensed with if all of the stockholders who have been
entitled to vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken, or if the certificate of
incorporation authorized the action to be taken with the written consent of the
holders of less than all of the stock who would have been entitled to vote upon
the action if a meeting were held, then on the written consent of the
stockholders having not less than such percentage of the number of votes as may
be authorized in the certificate of incorporation; provided that in no case
shall the written consent be by the holders of stock having less than the
minimum percentage of the vote required by statute for the proposed corporate
action, and provided that prompt notice must be given to all stockholders of the
taking of corporate action without a meeting by less than unanimous written
consent.
Section 12. In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than ten (10) days
after the date upon which the resolution fixing the record date is adopted by
the board of directors. Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent shall, by
written notice to the Secretary, request the board of directors to fix a record
date. The board of directors shall promptly, but in all events within ten (10)
days after the date on which such a request is received, adopt a resolution
fixing the record date (unless a record date has previously been fixed by the
board of directors pursuant to the first sentence of this Section 12). If no
record date has been fixed by the board of directors pursuant to the first
sentence of this Section 12 or otherwise within ten (10) days of the date on
which such a request is received, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting, when no
prior action by the board of directors is required by applicable law, shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business, or to any
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the board of directors and prior action by the board of
directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the board of
directors adopts the resolution taking such prior action.
Section 13. In the event of the delivery, in the manner
provided by Section 12, to the corporation of the requisite written consent or
consents to take corporate action and/or any related revocation or revocations,
the corporation shall engage independent inspectors of
- 3 -
<PAGE>
elections for the purpose of performing promptly a ministerial review of the
validity of the consents and revocations. For the purpose of permitting the
inspectors to perform such review, no action by written consent without a
meeting shall be effective until such date as the independent inspectors certify
to the corporation that the consents delivered to the corporation in accordance
with Section 12 represent at least a minimum number of votes that would be
necessary to take the corporate action. Nothing contained in this Section 13
shall in any way be construed to suggest or imply that the board of directors or
any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the
independent inspectors, or to take any other action (including, without
limitation, the commencement, prosecution, or defense of any litigation with
respect thereto, and the seeking of injunctive relief in such litigation).
Section 14. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within
sixty (60) days of the earliest dated written consent received in accordance
with Section 12, a written consent or consents signed by a sufficient number of
holders to take such action are delivered to the corporation in the manner
prescribed in Section 12.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the
whole board shall be at least nine (9) but no more than fifteen (15). The
directors shall be classified with respect to the time for which they shall
severally hold office by dividing them as equally as the total number of
directors will permit into three classes, and all directors shall hold office
until their successors are elected and qualified. The directors of class one
shall be elected for a term expiring at the first annual meeting, the directors
of class two for a term expiring at the second annual meeting, and the directors
of class three for a term expiring at the third annual meeting. At each annual
meeting the successors to the class of directors whose terms then expire shall
be elected to hold office for a term of three years, so that the term of office
of one class of directors shall expire in each year.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
expiration of the term of the class to which they were appointed and until their
successors are duly elected and shall qualify, unless sooner displaced. If there
are no directors in office, then an election of directors may be held in the
manner provided by statute. If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any
- 4 -
<PAGE>
such vacancies or newly created directorships, or to replace the directors
chosen by directors then in office.
Section 3. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the certificate
of incorporation or by these by-laws directed or required to be exercised or
done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. The chairman of the board shall preside at all
meetings of the board of directors. He/she may sign with the secretary or
assistant secretary or treasurer or assistant treasurer or any other proper
officer of the corporation thereunto authorized by the board of directors,
certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these by-laws to some other
officer or agent of the corporation, or shall be required by law otherwise to be
signed or executed; and in general shall perform all duties incident to the
office of chairman of the board and such other duties as the board of directors
may from time to time prescribe.
Section 7. The president shall, in the absence of the chairman
of the board or in the event of his/her inability or refusal to act, perform all
of the duties of the chairman, and when so acting shall have all the powers of
and be subject to all the restrictions upon the chairman. Furthermore, the
president shall be the chief executive officer of the corporation and shall, in
general, supervise all of the business and affairs of the corporation and may
employ and discharge persons engaged in the operation of the corporation's
business, subject to the instructions of the board of directors. He/she may sign
with the secretary or assistant secretary or treasurer or assistant treasurer or
any other proper officer of the corporation thereunto authorized by the board of
directors, certificates of shares of the corporation, any deeds,
- 5 -
<PAGE>
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law otherwise to be signed or executed; and he/she shall perform such other
duties as the board of directors may from time to time prescribe.
Section 8. At all meetings of the board a majority of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcements at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all member of the board or committee as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceeding of the board or committee.
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed
by a majority of the whole board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the management of
the business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; provided, however,
that in the absence or disqualification of any member of such Committee or
Committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he/she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Such committee
or committees shall have such name or names as may be determined from time to
time by resolution adopted by the board of directors.
COMPENSATION OF DIRECTORS
Section 11. The directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors or a stated salary
as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
- 6 -
<PAGE>
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or
of the certificate of incorporation or of these by-laws, notice is required to
be given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his/her address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the board of directors and there shall be a chairman of the board, a president,
a vice president, a secretary and a treasurer. The board of directors may also
choose additional vice presidents, one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the certificate of incorporation or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after
each annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officers elected orappointed
by the board of directors may be removed at any time by the affirmative vote of
a majority of the board of directors. Any
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vacancy occurring in any office of the corporation shall be filled by the board
of directors.
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall preside at all
meetings of the board of directors. He/she may sign with the secretary or
assistant secretary or treasurer or assistant treasurer or any other proper
officer of the corporation thereunto authorized by the board of directors,
certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the board of directors has authorized to
be executed, except in cases where the signing and execution thereof shall be
expressly delegated by the board of directors or by these by-laws to some other
officer or agent of the corporation, or shall be required by law otherwise to be
signed or executed; and in general shall perform all duties incident to the
office of chairman of the board and such other duties as the board of directors
may from time to time prescribe.
THE PRESIDENT
Section 7. The president shall, in the absence of the chairman
of the board or in the event of his/her inability or refusal to act, perform all
the duties of the chairman, and when so acting shall have all the powers of and
be subject to all the restrictions upon the chairman. Furthermore, the president
shall be the chief executive officer of the corporation and shall, in general,
supervise all of the business and affairs of the corporation and may employ and
discharge persons engaged in the operation of the corporation's business,
subject to the instructions of the board of directors. He/she may sign with the
secretary or assistant secretary or treasurer or assistant treasurer or any
other proper officer of the corporation thereunto authorized by the board of
directors, certificates of shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the board of directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
by-laws to some other officer or agent of the corporation, or shall be required
by law otherwise to be signed or executed; and he/she shall perform such other
duties as the board of directors may from time to time prescribe.
THE VICE PRESIDENTS
Section 8. In the absence of the president or in the event of
his/her inability or refusal to act, the vice president (or in the event there
be more than one vice president, the vice president in the order designated, or
in the absence of any designation, then in the order of their election) shall
perform the duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the president. The vice
presidents shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
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THE SECRETARY
Section 9. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions
of these by-laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholder; (e)
have the power to sign with the chairman of the board, the president, or a vice
president, certificates for shares of the corporation; (f) in general perform
all duties incident to the office of the secretary and such other duties as the
chairman of the board or the president may assign to him/her or the board of
directors may from time to time prescribe.
THE TREASURER
Section 10. The treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; receive
and give receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as may be designated by the board
of directors; (b) have the power to sign with the chairman of the board, the
president, or a vice president, certificates for shares of the corporation; (c)
in general perform all the duties incident to the office of the treasurer and
such other duties a the chairman of the board or the president may assign to
him/her or the board of directors may from time to time prescribe.
ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
Section 11. The assistant secretaries or assistant treasurers
as thereunto authorized by the board of directors may sign with the chairman of
the board, the president or a vice president certificates for shares of the
corporation, the issue of which shall have been authorized by a resolution of
the board of directors. The assistant treasurers and assistant secretaries, in
general, shall perform such duties as shall be assigned to them by the treasurer
or the secretary, respectively, or by the chairman of the board, the president
or the board of directors.
BONDS OF OFFICERS
Section 12. The officers and assistant officers shall,
respectively, if required by the board of directors, give bonds for faithful
performance of their duties in such sums and with such sureties as the board may
determine. All premiums for such bonds shall be paid by the corporation.
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COMPENSATION
Section 13. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the chairman of the board of directors, or the president or a vice president and
the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him/her
in the corporation. If the corporation shall be authorized to issue more than
one class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 2. Where a certificate is countersigned (1) by a
transfer agent other than the corporation or its employee, or (2) by a registrar
other than the corporation or its employee, any other signature on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he/she were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate
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or certificates, or his/her legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty days nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conductive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed
by resolution of the board of directors. In the absence of such resolution, the
fiscal year shall begin on the first day of January in each year and shall end
on the last day of December in each year.
SEAL
Section 6. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed
or new by-laws may be adopted by the board of directors, when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the board of directors or at any special meeting of the
board of directors if notice of such alteration, amendment, repeal or adoption
of new by-laws be contained in the notice of such special meeting of the
directors. These by-laws may be altered, amended or repealed or new by-laws may
be adopted by stockholders of the corporation at any regular meeting of the
stockholders; provided, however, that in addition to any separate class vote, if
any, which may be required by law, the affirmative vote of the holders of 66
2/3% of the outstanding shares of all classes of stock of the corporation
entitled to vote in the election of directors, such outstanding shares of stock
to be considered as one class, shall be required in order to alter, amend, or
repeal any of the provisions of these by-laws.
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Exhibit 23.1
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our reports dated March 11, 1997, on our audits of the consolidated
financial statements and the related financial statement schedules of Old
Republic International Corporation. We also consent to the reference to our firm
under the caption "Experts."
/s/ Coopers & Lybrand, L.L.P.
Chicago, Illinois
December 23, 1997
