SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 27, 1997
OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified on its charter)
DELAWARE 0-4625 36-2678171
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
307 North Michigan Avenue, Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
312/346-8100
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
The Board of Directors of Old Republic International Corporation (the
"Company") has approved the extension of benefits afforded by the Company's
existing shareholder rights plan, dated as of June 26, 1987 (the "Existing
Agreement"), by amending and restating its existing provisions in an Amended and
Restated Agreement dated as of May 15, 1997 (the "Amended Agreement"). The
Amended Agreement, like the Existing Agreement, is intended to deter coercive or
abusive tender offers and market accumulations. The Amended Agreement encourages
an acquiror to negotiate with the Company's Board of Directors and enhances the
Board's ability to act in the best interest of all the Company's shareholders.
Among other things, the Amended Agreement contains the following
revisions to the Existing Agreement: (i) the name and address of the Rights
Agent have been changed to reflect its current name, First Chicago Trust Company
of New York, and its current address in Jersey City, New Jersey; (ii) the term
of the shareholder rights plan has been extended from June 26, 1997 to June 26,
2007; (iii) fractional shares of a new series of preferred stock of the Company
have been substituted for shares of Common Stock upon exercise of the Rights
under certain circumstances; (iv) any Rights beneficially owned by the
<PAGE>
beneficial owner of 20% or more of the Company's Common Stock are null and void;
(v) certain transactions or self dealing events by a 20% beneficial owner are no
longer required in order for the Rights to become exercisable; (vi) the Board of
Directors may now exchange shares of the Company's Common Stock for the Rights
under certain circumstances, (vii) the circumstances under which the Rights may
be redeemed or the Amended Agreement amended have been revised; (viii) a
provision has been incorporated which exempts certain permitted offers and
inadvertent acquisitions from the operation of the Amended Agreement.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the full text of the Amended Agreement, a copy
of which has been filed as Exhibit 4.1 to the Company's Amendment No. 1 on Form
8-A/A-1 filed with the Securities and Exchange Commission on May 27, 1997 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
- ----------- -------
4.1 Amended and Restated Rights Agreement, dated
as of May 15, 1997, between Old Republic
International Corporation and First Chicago
Trust Company of New York, which includes as
Exhibit A thereto, the Certificate of
Designations of Series A Junior
Participating Preferred Stock of Old
Republic International Corporation, and as
Exhibit B thereto, the Form of Rights
Certificate.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
(Registrant)
By: /s/Aldo C. Zucaro
--------------------------------
Aldo C. Zucaro
Chairman of the Board and
Chief Executive Officer
Dated: May 27, 1997
--------------
-2-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page
- ----------- ------- ----
4.1 Amended and Restate Rights Agreement * as of May 15,
1997, between Old Republic International Corporation
and First Chicago Trust Company of New York, which
includes as Exhibit A thereto, the Certificate of
Designations of the Series A Junior Participating
Preferred Stock of Old Republic International
Corporation and as Exhibit B thereto, the Form of
Rights Certificate.
* Incorporated by reference to Exhibit 4.1 to the
Company's Amendment No. 1 on Form 8-A/A-1 filed with
the Securities and Exchange Commission on May 27, 1997.
DCN:
LANGUAGE: ENGLISH
LOAD-DATE: May 27, 1997
-3-
