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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
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Date of Report: June 18, 1997
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OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-4625 36-2678171
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or Identification No.)
organization)
307 N. Michigan Avenue
Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 346-8100
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Item 5. Other Events.
On June 18, 1997, Old Republic International Corporation (the "Company")
entered into an underwriting agreement with Lehman Brothers Inc., Everen
Securities, Inc. and J. P. Morgan & Co. in connection with the proposed
issuance and sale of $115,000,000 aggregate principal amount of the Company's
7% debentures due June 15, 2007.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1. Underwriting Agreement, dated June 18, 1997, by and among
the Company and Lehman Brothers Inc., Everen Securities, Inc. and
J.P. Morgan Securities Inc.
4.1 Form of Supplemental Indenture No. 1 between the Company and
Wilmington Trust Company as trustee relating to the Debentures,
which was filed with the Commission on June 16, 1997 as Exhibit 4.3
to the Registrant's Registration Statement on Form 8-A, and is
incorporated herein by this reference.
4.2 Form of Debenture, which was filed with the Commission on
June 16, 1997 as Exhibit 4.4 to the Registrant's Registration
Statement on Form 8-A, and is incorporated herein by this reference.
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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.
Date: June 18, 1997
OLD REPUBLIC INTERNATIONAL
CORPORATION
(Registrant)
By: /s/ Paul D. Adams
---------------------------------
Paul D. Adams
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
1. Underwriting Agreement, dated June 18, 1997, by and
among the Company and Lehman Brothers Inc., Everen Securities, Inc.
and J. P. Morgan Securities Inc.
4.1 Form of Supplemental Indenture No. 1 between the Company and
Wilmington Trust Company as trustee relating to the Debentures, which
was filed with the Commission on June 16, 1997 as Exhibit 4.3 to the
Registrant's Registration Statement on Form 8-A, and is incorporated
herein by this reference.
4.2 Form of Debenture, which was filed with the Commission on June 16, 1997
as Exhibit 4.4 to the Registrant's Registration Statement on Form 8-A,
and is incorporated herein by this reference.
</TABLE>
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EXHIBIT 1
CONFORMED COPY
OLD REPUBLIC INTERNATIONAL CORPORATION
Debt Securities
UNDERWRITING AGREEMENT
June 18, 1997
LEHMAN BROTHERS INC.
EVEREN SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
Old Republic International Corporation, a Delaware corporation (the
"Company"), proposes from time to time to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with
such additions and deletions as the parties thereto may determine, and, subject
to the terms and conditions stated herein and therein, to issue and sell to the
firm or firms named in Schedule I to the applicable Pricing Agreement (such
firm or firms constituting the "Underwriters" with respect to such Pricing
Agreement and the securities specified therein) certain of the Company's debt
securities (the "Securities") specified in Schedule II to such Pricing
Agreement (such Securities, as so specified in such Pricing Agreement, being
herein sometimes referred to as the "Designated Securities"), less the
principal amount of Designated Securities covered by delayed delivery
contracts, if any ("Delayed Delivery Contracts"), as provided in Section 3
hereof and as may be specified in Schedule II to such Pricing Agreement (such
Designated Securities to be covered by Delayed Delivery Contracts, as so
specified in such Pricing Agreement, being herein sometimes referred to as
"Contract Securities" and the Designated Securities to be purchased by the
Underwriters (after giving effect to the deduction, if any, for Contract
Securities) being herein sometimes referred to as "Underwriters' Securities").
The terms and rights of any particular issuance of Designated Securities
shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the Indenture, dated as of August 15, 1992 (such indenture,
together with any indentures supplemental thereto, being herein referred to as
the "Indenture") between the Company and Wilmington Trust Company (the
"Trustee").
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom you will act as
representatives (the "Representatives"). The term "Representatives" also
refers to Lehman Brothers Inc., EVEREN Securities, Inc. and J.P. Morgan
Securities Inc. when such firms alone constitute the Underwriters. This
Underwriting Agreement shall not be construed as an obligation of the Company
to sell any of the Securities or as an obligation of any of the Underwriters to
purchase the Securities. The obligation of the Company to issue and sell any
of the Securities and the obligations of any of the Underwriters to purchase
any of the Securities shall be evidenced by the Pricing Agreement with respect
to the Designated Securities specified therein. Each
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Pricing Agreement shall state the aggregate principal amount of such Designated
Securities, the principal amount of such Designated Securities to be purchased
by each Underwriter, whether any of such Designated Securities shall be covered
by Delayed Delivery Contracts (as defined in Section 3 hereof) and the
commission payable to the Underwriters with respect thereto, and shall set forth
the date, time and manner of delivery of such Designated Securities and payment
therefor. The Pricing Agreement shall also specify (to the extent not set forth
in the registration statement and the prospectus with respect thereto and the
Indenture) the terms of such Designated Securities. A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts) and may be
evidenced by an exchange of facsimile transmissions. Each Pricing Agreement
shall be deemed to be an agreement by the Company and the Underwriters to be
bound by the terms of this Agreement. The obligations of the Underwriters under
this Agreement and each Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) The Company has filed with the Securities and Exchange Commission
(the "Commission"), a Registration Statement on Form S-3 (SEC File No.
33-49064) under the Securities Act of 1933, as amended (the "Act"), which
has become effective, for the registration under the Act of the Securities.
Such registration statement meets the requirements set forth in Rule
415(a)(1)(x) under the Act and complies in all other material respects with
said Rule. The Company proposes either (a) to file with the Commission
pursuant to Rule 424(b)(2) or (b)(5) under the Act a supplement to the form
of prospectus included in registration statement File No. 33-49064 relating
to the Securities and the plan of distribution thereof or (b), if the
Company elects to rely on Rule 434 under the Act, a Term Sheet (as such
term is hereinafter defined) relating to the Securities that shall contain
such information as is required or permitted by Rules 434 and 424(b) under
the Act. The registration statement File No. 33-49064, including the
exhibits thereto, is hereinafter referred to as the "Registration
Statement"; the prospectus in the form in which it appears in the
Registration Statement is herein referred to as the "Basic Prospectus"; and
such supplemented form of prospectus, either (i) in the form in which it
shall be filed with the Commission pursuant to Rule 424(b)(2) or (b)(5)
(including the Basic Prospectus as so supplemented) or (ii), if the Company
elects to rely on Rule 434 under the Act, in the form of the Term Sheet as
first filed with the Commission pursuant to Rule 424(b)(7) (together with
the Basic Prospectus), is hereinafter called the "Final Prospectus". Any
preliminary form of the Final Prospectus which has heretofore been filed
pursuant to Rule 424(b)(2) is hereinafter called the "Preliminary Final
Prospectus". Any abbreviated term sheet that satisfies the requirements of
Rule 434 under the Act is hereinafter called the "Term Sheet." Any
reference herein to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on or before the
date of this Agreement, or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be;
and any reference herein to the terms "amended", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall
be deemed to refer to and include the filing of any document under the
Exchange Act after the date of this Agreement, or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
as the case may be, and deemed to be incorporated therein by reference.
(b) As of the date hereof, when the Final Prospectus is first filed
pursuant to Rule 424(b) under the Act, when, prior to the Time of Delivery
(as hereinafter defined), any
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amendment to the Registration Statement becomes effective (including the
filing of any document incorporated by reference in the Registration
Statement), when any supplement to the Final Prospectus is filed with the
Commission and at the Time of Delivery (as hereinafter defined), (i) the
Registration Statement, as amended as of any such time, the Final
Prospectus, as amended or supplemented as of any such time, and the
Indenture will comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the Exchange Act and the respective rules and
regulations thereunder and (ii) neither the Registration Statement, as
amended as of any such time, nor the Final Prospectus, as amended or
supplemented as of any such time, will contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein not
misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of the Trustee, (ii) information, if any, contained in the
Registration Statement or Final Prospectus relating to The Depository Trust
Company and its book-entry system, or (iii) the information contained in or
omitted from the Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for use in connection
with the preparation of the Registration Statement and the Final
Prospectus.
(c) The documents incorporated by reference in the Final Prospectus,
when they were filed with the Commission, conformed in all material
respects to the requirements of the Exchange Act and the rules and
regulations of the Commission thereunder, and any additional documents so
filed and incorporated by reference, when they are filed with the
Commission, will conform in all material respects to the requirements of
the Exchange Act and the rules and regulations of the Commission
thereunder.
(d) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware and
has corporate power and authority and has all licenses, permits, orders and
other governmental and regulatory approvals, to own or lease its properties
and conduct its business in the jurisdictions in which such business is
transacted as described in the Prospectus.
(e) This Agreement has been duly authorized, executed and delivered
on behalf of the Company; upon execution and delivery of each Pricing
Agreement by the Company, such Pricing Agreement shall have been duly
authorized, executed and delivered on behalf of the Company and, when
executed and delivered by the Representatives, will be a valid and legally
binding agreement of the Company in accordance with its terms; on the date
of each Pricing Agreement with respect to the Designated Securities covered
thereby, such Designated Securities shall be duly authorized, and, when
such Designated Securities are authenticated as contemplated by the
Indenture and issued and delivered in accordance with this Agreement and
the Pricing Agreement applicable to such Designated Securities and, in the
case of any Contract Securities, pursuant to Delayed Delivery Contracts
applicable to such Contract Securities, will have been duly executed,
authenticated, issued and delivered and will constitute valid and legally
binding obligations of the Company in accordance with their terms and will
be entitled to the benefits provided by the Indenture, and the Indenture
has been duly authorized by the Company, and, as executed and delivered by
the Company and the Trustee, constitutes a valid and legally binding
instrument of the Company in accordance with its terms except as the same
may be limited by
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bankruptcy, insolvency, reorganization or similar laws relating to or
affecting the enforcement of creditors' rights generally and by general
equitable principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
(f) In the event that any of the Securities are purchased pursuant to
Delayed Delivery Contracts, each of such Delayed Delivery Contracts has
been duly authorized by the Company and, when executed and delivered on
behalf of the Company and duly authorized, executed and delivered on behalf
of the purchaser thereunder, will constitute a valid and legally binding
agreement of the Company in accordance with its terms.
(g) There is no consent, approval, authorization, order, registration
or qualification of or with any court or any regulatory authority or other
governmental body having jurisdiction over the Company which is required
for, and the absence of which would materially affect, the issue and sale
of the Designated Securities as contemplated by this Agreement or, in the
case of any Contract Securities, Delayed Delivery Contracts with respect to
such Contract Securities, or the execution, delivery or performance of the
Indenture, except the registration under the Act of the Securities, the
qualification of the Indenture under the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications as may
be required under the securities, Blue Sky and/or insurance laws of any
jurisdiction in connection with the public offering of the Securities by
the Underwriters.
(h) Coopers & Lybrand L.L.P. ("Coopers & Lybrand"), who have
certified certain of the financial statements included or incorporated by
reference in the Registration Statement and the Prospectus as amended or
supplemented, are, to the best of the knowledge of the Company, independent
certified public accountants as required by the Act and the rules and
regulations of the Commission thereunder.
(i) The consolidated financial statements included or incorporated by
reference in the Registration Statement and the Final Prospectus (or if the
Final Prospectus is not in existence, the most recent Preliminary Final
Prospectus) present fairly the financial position of the Company and its
consolidated subsidiaries as at the dates indicated and the results of
their operations for the periods specified; except as otherwise stated in
the Registration Statement, said financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein.
The selected financial data set forth under the captions "Summary Financial
Data" and "Selected Consolidated Financial Data" in the Final Prospectus
(or, if the Final Prospectus is not in existence, the most recent
Preliminary Final Prospectus) and in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, fairly present, on the
basis stated in the Final Prospectus (or such Preliminary Final Prospectus)
and such Annual Report, the information included therein.
(j) Since the respective dates as of which information is given in
the Registration Statement and the Final Prospectus (or if the Final
Prospectus is not in existence, the most recent Preliminary Final
Prospectus), except as otherwise stated therein, (i) there has been no
material adverse change in the condition, financial or otherwise, or in the
earnings, affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the ordinary course
of business, (ii) there have been no transactions entered into by the
Company or any of its subsidiaries, other than those in the ordinary course
of business, which are
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material with respect to the Company and its subsidiaries considered as one
enterprise, (iii) , except for a downgrading publicly announced on June 17,
1997 by Moody's Investors Service of the Company's senior debt securities
to a rating of "Aa3" from "Aa2", there has not been any downgrading in the
ratings of any of the Company's debt securities or preferred stock or any
action threatening such a downgrading or placing the Company under special
surveillance by any "nationally recognized statistical rating organization"
(as defined in Rule 436(g)(2) under the Act), and (iv), except for regular
quarterly dividends, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital stock.
(k) Each subsidiary of the Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has corporate power and authority to
own, lease and operate its properties and to conduct its business as
described in the Registration Statement and is duly qualified as a foreign
corporation to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of
the ownership of property or the conduct of business; except as specified
in the Registration Statement, all of the issued and outstanding capital
stock of each such subsidiary has been duly authorized and validly issued,
is fully paid and non-assessable and is owned by the Company, directly or
through subsidiaries, free and clear of any mortgage, pledge, lien,
encumbrance, claim or equity.
(l) Neither the Company nor any of its subsidiaries is in violation
of its charter or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which it is a party or by which it or its property may be
bound, which default could have a material adverse effect on the Company
and its subsidiaries considered as one enterprise; and the execution and
delivery of this Agreement and the consummation of the transaction
contemplated herein have been duly authorized by all necessary corporate
action and will not conflict with or constitute a breach of, or default
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries pursuant to, any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Company or any of
its subsidiaries is a party or by which it or any of them may be bound, or
to which any of the property or assets of the Company or any of its
subsidiaries is subject, nor will such action result in any violation of
the provisions of the charter or by-laws of the Company or any applicable
law, administrative regulation or administrative or court decree, which
conflict, breach, default, lien, charge, encumbrance or violation could
have a material adverse effect on the Company and its subsidiaries
considered as one enterprise.
(m) No labor dispute with the employees of the Company or any of its
subsidiaries exists or, to the knowledge of the Company, is imminent which
might be expected to result in any material adverse change in the
condition, financial or otherwise, or in the earnings, affairs or business
prospects of the Company and its subsidiaries considered as one enterprise.
(n) There is no action, suit or proceeding before or by any court or
governmental agency or body (including proceedings of any insurance
regulatory authorities), domestic or foreign, now pending, or, to the
knowledge of the Company, threatened, against or affecting the Company or
any of its subsidiaries, which is required to be disclosed in the
Registration Statement (other than as disclosed therein), which might be
expected to result in any material adverse change in the condition,
financial or otherwise, or in the earnings, affairs or business prospects
of the Company and its subsidiaries considered as one enterprise, or which
might
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materially and adversely affect the properties or assets thereof or which
might materially and adversely affect the consummation of this Agreement;
all pending legal or governmental proceedings to which the Company or any
subsidiary is a party or of which any of their property is the subject
which are not described in the Registration Statement, including ordinary
routine litigation incidental to the business, are, considered in the
aggregate, not material; and there are no contracts or documents of the
Company or any of its subsidiaries which are required to be filed as
exhibits to the Registration Statement by the Act or by the rules and
regulations of the Commission thereunder which have not been so filed.
(o) The Company and its subsidiaries own or possess, or can acquire
on reasonable terms, the licenses, copyrights, knowhow (including trade
secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks
and trade names presently employed by them in connection with the business
now operated by them, and neither the Company nor any of its subsidiaries
has received any notice of infringement of or conflict with asserted rights
of others with respect to any of the foregoing which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding,
would result in any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of
the Company and its subsidiaries considered as one enterprise.
(p) The Company and its subsidiaries possess such certificates,
authorizations or permits issued by the appropriate state, federal or
foreign regulatory agencies or bodies necessary to conduct the business now
operated by them, and neither the Company nor any of its subsidiaries has
received any notice of proceedings relating to the revocation or
modification of any such certificate, authority or permit which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the conduct of the business,
operations, financial condition or income of the Company and its
subsidiaries considered as one enterprise.
(q) The Company has not (i) taken, directly or indirectly, any action
designed to cause or to result in, or that has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale
of the Securities or (ii) since the filing of any Preliminary Final
Prospectus (A) sold, bid for, purchased, or paid anyone any compensation
for soliciting purchases of, the Securities or (B) paid or agreed to pay to
any person any compensation for selling, bidding for, purchasing or
soliciting another to purchase any other debt securities of the Company.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
the Underwriters' Securities, the several Underwriters propose to offer the
Underwriters' Securities for sale upon the terms and conditions set forth in the
Final Prospectus as amended or supplemented, and, in connection with such offer
or the sale of such Designated Securities, will use the Final Prospectus as
amended or supplemented, together with any amendment or supplement thereto, that
specifically describes such Designated Securities, in the form which has been
most recently distributed to them by the Company, only as permitted or
contemplated thereby, and will offer and sell such Designated Securities only as
permitted by the Act and the applicable securities laws or regulations of any
jurisdiction. The Representatives will use their best efforts to inform the
Company when they have authorized the sale of the Underwriters' Securities to
the public and when they have been advised that such Underwriters' Securities
have been sold by the several Underwriters within a reasonable period of time
after such sales are completed.
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The Company may specify in Schedule II to the Pricing Agreement applicable
to any Designated Securities that the Underwriters are authorized to solicit
offers to purchase Designated Securities from the Company pursuant to Delayed
Delivery Contracts, substantially in the form of Annex II attached hereto but
with such changes therein as the Representatives and the Company may authorize
or approve. If so specified, the Underwriters will endeavor to make such
arrangements, and as compensation therefor the Company will pay to the
Representatives, for the accounts of the Underwriters, at the Time of Delivery
(as defined in Section 4 hereof), such commission, if any, as may be set forth
in such Pricing Agreement. Delayed Delivery Contracts, if any, shall be with
institutional investors of the types described in the Final Prospectus as
amended or supplemented and subject to other conditions therein set forth. The
Company will enter into a Delayed Delivery Contract in each case where the
Underwriters have arranged for such a contract and the Company has advised the
Representatives of its approval of the proposed sale of Contract Securities to
the purchaser thereunder; provided, however, that the minimum principal amount
of Contract Securities covered by any Delayed Delivery Contract (or the
aggregate amount under Delayed Delivery Contracts with related purchasers) shall
be $1,000,000 and the aggregate principal amount of all Contract Securities
shall not exceed the maximum aggregate principal amount specified therein,
unless the Company shall otherwise agree in writing. However, if the aggregate
principal amount of Contract Securities requested for delayed delivery is less
than the minimum aggregate principal amount specified in such Schedule II, the
Company will have the right to reject all requests. Each Underwriter to whom
Contract Securities have been attributed will make reasonable efforts to assist
the Company in obtaining performance by the purchaser in accordance with the
terms of the Delayed Delivery Contract covering such Contract Securities, but no
Underwriter will have any liability in respect of the validity or performance of
any Delayed Delivery Contract.
The Company will notify the Representatives not later than 3:30 p.m., New
York City time, on the third business day preceding the Time of Delivery
specified in the applicable Pricing Agreement (or such other time and date as
the Representatives and the Company may agree upon in writing), such notice to
be confirmed in writing prior to such Time of Delivery, of the principal amount
of Contract Securities, and the name of, and principal amount thereof to be
purchased by, each purchaser. The principal amount of Contract Securities to be
deducted from the principal amount of Designated Securities to be purchased by
each Underwriter as set forth in Schedule I to the Pricing Agreement applicable
to such Designated Securities shall be, in each case, the principal amount of
Contact Securities of which the Company has been advised in writing prior to the
Time of Delivery by the Representatives as having been attributed to such
Underwriter, provided that, if the Company has not been so advised, the amount
of Contract Securities to be so deducted shall be, in each case, the proportion
of Contract Securities which the principal amount of Designated Securities to be
purchased by such Underwriter under such Pricing Agreement bears to the total
principal amount of the Designated Securities (rounded, as the Representatives
may determine, to the nearest $1,000 principal amount) and that, subject to
Section 8 hereof, the total principal amount of Underwriters Securities pursuant
to such Pricing Agreement shall be the total principal amount of Designated
Securities set forth in Schedule I to such Pricing Agreement less the principal
amount of the Contract Securities.
4. Underwriters' Securities to be purchased by each Underwriter pursuant
to the Pricing Agreement relating thereto shall be delivered (to the extent
practicable) in definitive form or in the form of one or more global securities,
as specified in such Pricing Agreement, by the Company to the Representatives,
for the account of such Underwriter, against payment of the purchase price
therefor by such Underwriter or on its behalf, by certified or bank cashier's
check or checks, payable to the order of the Company, or by wire or internal
bank transfer to an account specified by the Company, in the funds specified in
such Pricing Agreement, all at the place and time and date specified in such
Pricing
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Agreement or at such other place and time and date as the Representatives and
the Company may agree upon in writing, the time and date of such delivery and
payment being herein called the "Time of Delivery". If any Underwriters'
Securities are to be delivered in definitive form, the Underwriters' Securities
so delivered shall be in such authorized denominations and shall be registered
in such name or names as the Representatives shall request in writing at least
48 hours prior to the Time of Delivery. For the purpose of expediting the
checking of such Securities by the Representatives, the Company agrees to make
such Securities available to the Representatives not later than 9:00 a.m., New
York City time, on the business day next preceding the Time of Delivery at the
offices of the Representatives designated in Section 11 hereof. If any
Underwriters' Securities are to be delivered in global form, unless otherwise
provided in the applicable Pricing Agreement, the Underwriters' Securities so
delivered shall be deposited with, or on behalf of, the Depository Trust Company
(the "Depository") and registered in the name of the Depository's nominee.
Concurrently with the delivery of and payment for the Underwriters'
Securities, the Company will deliver to the Representatives for the accounts of
the Underwriters a check payable to the order of the Representatives in the
amount of any compensation payable by the Company to the Underwriters in respect
of any Delayed Delivery Contracts as provided in Section 3 hereof and in the
Pricing Agreement relating to such Securities, or such amount may be deducted
from the amounts delivered pursuant to the preceding paragraph.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To make no amendment or any supplement to the Registration
Statement or the Final Prospectus as amended or supplemented after the date
of the Pricing Agreement relating to such Designated Securities and prior
to the Time of Delivery for such Designated Securities prior to having
furnished the Representatives with a copy of the proposed form thereof and
prior to giving the Representatives a reasonable opportunity to review the
same; to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of the Final Prospectus as amended or supplemented and for so long as
the delivery of a prospectus is required by law in connection with the
offering or sale of such Designated Securities, and during such same period
to advise the Representatives, promptly after it receives notice thereof,
of the time when any amendment to the Registration Statement has been filed
or become effective or any supplement to the Final Prospectus as amended or
supplemented or any amended Final Prospectus has been filed or mailed for
filing, of the issuance of any stop order by the Commission, or the
suspension of the qualification of such Designated Securities for offering
or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for
the amending or supplementing of the Registration Statement or the Final
Prospectus as amended or supplemented or for additional information; and,
in the event of the issuance of any such stop order or of any order
preventing or suspending the use of any prospectus relating to such
Designated Securities or suspending any such qualification, to use promptly
its best efforts to obtain its withdrawal. Subject to the foregoing, the
Company will cause the Final Prospectus to be filed with the Commission
pursuant to Rule 424 and/or Rule 434 under the Act.
(b) Promptly from time to time to take such action as the
Representatives may reasonably request in order to qualify such Designated
Securities for offering and sale under the securities laws of such states
as the Representatives may request and to continue such qualifications in
effect so long as necessary under such laws for the distribution of such
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<PAGE> 9
Designated Securities, provided that, in connection therewith the Company
shall not be required to qualify as a foreign corporation to do business,
or to file a general consent to service of process in any jurisdiction, and
provided further that the expense of maintaining any such qualification
more than one year from the date of the Pricing Agreement with respect to
such Designated Securities shall be at the expense of the Underwriters.
(c) To furnish the Underwriters with copies of the Registration
Statement (excluding exhibits) and copies of the Final Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request; and if, before a period of six months
shall have elapsed after the date of the Pricing Agreement applicable to
such Designated Securities and the delivery of a prospectus shall be at the
time required by law in connection with sales of any such Designated
Securities, either (i) any event shall have occurred as a result of which
the Final Prospectus as amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (ii) for any other reason it
shall be necessary during such same period to amend or supplement the Final
Prospectus as amended or supplemented or to file under the Exchange Act any
document incorporated by reference into the Final Prospectus as amended or
supplemented in order to comply with the Act or the Exchange Act, to notify
the Representatives and upon their request to file such document and to
prepare and furnish without charge to each Underwriter and to any dealer
participating in the distribution of such Designated Securities as many
copies as the Representatives may from time to time reasonably request of
an amendment or a supplement to the Final Prospectus as amended or
supplemented which will correct such statement or omission or effect such
compliance; and in case any Underwriter is required by law to deliver a
prospectus in connection with sales of any of such Designated Securities at
any time six months or more after the date of such Pricing Agreement, upon
the request of the Representatives, but at the expense of such Underwriter,
to prepare and deliver to such Underwriter as many copies as the
Representatives may request of an amended or supplemented prospectus
complying with Section 10(a)(3) of the Act.
(d) To make generally available to its security holders as soon as
practicable, but in any event no later than eighteen months after the
effective date of the Registration Statement (as such date is defined in
Rule 158(c) under the Act), an earnings statement of the Company and its
consolidated subsidiaries complying with Rule 158 under the Act and
covering a period of at least twelve consecutive months beginning after
such effective date.
(e) To pay or cause to be paid all costs and expenses incident to the
performance of its obligations hereunder, including the cost of all
qualifications of such Designated Securities under state securities laws
(including reasonable fees and disbursements of counsel to the Underwriters
in connection with such qualifications and with legal investment surveys),
and fees of rating agencies with respect to the Securities and the cost of
printing this Agreement, each Pricing Agreement and any Delayed Delivery
Contract (it being understood that, except as provided in this subsection
(e) and in Section 10 hereof, the Underwriters will pay all of their own
costs and expenses, including the cost of printing any Agreement Among
Underwriters, the fees of their counsel, transfer taxes on resale of any of
such Designated Securities by them and any advertising expenses connected
with any offers that they may make).
6. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement applicable to such Designated Securities shall be subject,
in the discretion of the
9
<PAGE> 10
Representatives, to the condition that all representations and warranties and
other statements of the Company herein are, at and as of the Time of Delivery
for such Designated Securities, true and correct, the condition that the Company
shall have performed all of its obligations hereunder theretofore to be
performed, in all material respects, and the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceeding for that purpose shall
have been initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with or otherwise satisfied;
(b) Lord, Bissell & Brook, counsel to the Company, shall have
furnished to the Representatives their written opinion, dated the Time of
Delivery for such Designated Securities, in form satisfactory to the
Representatives in their reasonable judgment, to the effect that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware;
(ii) the Company has corporate power and authority to own,
lease and operate its properties and to conduct its business as
described in the Registration Statement;
(iii) to the best of their knowledge and information, the
Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required;
(iv) each subsidiary of the Company listed in Annex IV hereto
(a "Subsidiary"), has been incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement, and, to the best of their knowledge and
information, is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required; to the best of their knowledge and
information, all of the issued and outstanding capital stock of each
such Subsidiary has been duly authorized and validly issued, is fully
paid and non-assessable and is owned by the Company, directly or
through subsidiaries, free and clear of any mortgage, pledge, lien,
encumbrance, claim or equity;
(v) this Agreement and the Pricing Agreement have been duly
authorized, executed and delivered by the Company;
(vi) the execution and delivery of the Designated Securities
have been duly authorized by all necessary corporate action of the
Company and the Designated Securities have been duly executed and
delivered by the Company and, assuming due authentication by the
Trustee, are the legal, valid, binding and enforceable obligations of
the Company, entitled to the benefits of the Indenture, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law); the authorized, issued
and outstanding capital stock of the Company is as set forth in the
Final Prospectus under "Capitalization"
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<PAGE> 11
(except for subsequent issuances, if any, pursuant to reservations or
agreements referred to in the Prospectus or pursuant to the exercise
of stock options granted under any of the Company's employee benefit
plans); the Designated Securities have been duly authorized for
listing, subject to official notice of issuance, on the New York Stock
Exchange; and no holders of securities of the Company are entitled to
have such securities registered under the Registration Statement;
(vii) the execution and delivery of the Indenture have been
duly authorized by all necessary corporate action of the Company, and
the Indenture has been duly executed and delivered by the Company, has
been duly qualified under the Trust Indenture Act and, assuming due
authorization, execution and delivery by the Trustee, is a legal,
valid, binding and enforceable instrument of the Company, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law);
(viii) the statements set forth under the heading "Description
of Debt Securities" in the Basic Prospectus and "Description of
Debentures" in the Final Prospectus, insofar as such statements
purport to summarize certain provisions of the Indenture and the
Securities, provide a fair summary of such provisions;
(ix) the Registration Statement is effective under the Act; any
required filing of the Final Prospectus pursuant to Rule 424(b) has
been made in the manner and within the time period required by Rule
424(b); and to the best of their knowledge and information no stop
order suspending the effectiveness of the Registration Statement or
any post-effective amendment thereto and no order directed at any
document incorporated by reference in the Registration Statement or
the Prospectus or any amendment or supplement thereto has been issued,
and no proceedings for that purpose have been instituted or threatened
or, to the best knowledge of such counsel, are contemplated by the
Commission;
(x) In the event that any of the Designated Securities are to
be purchased pursuant to Delayed Delivery Contracts, each Delayed
Delivery Contract which has been executed by the Company, has been
duly authorized, executed and delivered by the Company and, assuming
due authorization, execution and delivery by the purchaser thereunder,
is a valid and binding agreement of the Company;
(xi) the registration statement originally filed with respect
to the Securities and each amendment thereto and the Final Prospectus
(in each case, including the documents incorporated by reference
therein but not including the financial statements, financial data and
supporting schedules and other financial and statistical information
contained therein, as to which such counsel need express no opinion)
comply as to form in all material respects with the applicable
requirements of the Act, the Exchange Act and the Trust Indenture Act
and the respective rules and regulations of the Commission thereunder;
(xii) to the best of their knowledge and information, there are
no contracts, indentures, mortgages, loan agreements, notes, leases or
other instruments required to be described or referred to in the
Registration Statement or to be filed as exhibits thereto
11
<PAGE> 12
other than those described or referred to therein or filed or
incorporated by reference as exhibits thereto, the descriptions
thereof or references thereto are correct, and no default exists in
the due performance or observance of any material obligation,
agreement, covenant or condition contained in any contract, indenture,
mortgage, loan agreement, note, lease or other instrument so
described, referred to, filed or incorporated by reference, which
default could have a material adverse effect on the Company and its
subsidiaries considered as one enterprise;
(xiii) no authorization, approval, consent or order of any
court or governmental authority or agency is required in connection
with the sale of the Designated Securities to the Underwriters, except
such as may be required under the Act, the rules and regulations of
the Commission thereunder or state securities or insurance laws; and
the execution and delivery of this Agreement and, to the best of their
knowledge and information, the consummation of the transactions
contemplated herein will not conflict with or constitute a breach of,
or default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to, any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which it or any of
them may be bound, or to which any of the property or assets of the
Company or any of its subsidiaries is subject, nor will such action
result in any violation of the provisions of the charter or by-laws of
the Company, or any applicable law, administrative or court decree, or
insurance or other administrative regulation material to the Company
or its subsidiaries, which conflict, breach, default, lien, charge,
encumbrance or violation could have a material adverse effect on the
Company and its subsidiaries taken as one enterprise; and
(xiv) to the best of their knowledge and information, there are
no legal or governmental proceedings pending or threatened which are
required to be disclosed in the Registration Statement, other than
those disclosed therein, and, to the best of their knowledge and
information, all pending legal or governmental proceedings to which
the Company or any subsidiary is a party or to which any of their
property is subject which are not described in the Registration
Statement, including ordinary routine litigation incidental to the
business, are, considered in the aggregate, not material to the
Company and its subsidiaries considered as one enterprise.
Such counsel shall also state that they have no reason to believe that
the Registration Statement, as of its effective date, contained any untrue
statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading or that the Final Prospectus, as of the date such opinion,
included or includes any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
In rendering any such opinion, such counsel may rely, as to matters of
fact, to the extent such counsel deems proper, on certificates of
responsible officers of the Company and public officials.
In delivering such opinion, Lord, Bissell & Brook will be entitled to
rely upon the opinion of Spencer LeRoy, Esq., General Counsel of the
Company, in respect of the certain
12
<PAGE> 13
matters set forth in clause (iv) above, which opinion will be attached to
the opinion of Lord, Bissell & Brook; provided that Lord, Bissell & Brook
shall state that they believe that both you and they are justified in
relying upon such opinion.
With respect to the matters set forth in clause (xi) and the paragraph
following clause (xiv), Lord, Bissell & Brook may indicate that they make
no representation that they have independently verified the accuracy,
completeness or fairness of the statements contained in the Registration
Statement or in the Final Prospectus; that with respect to the documents
incorporated by reference in the Registration Statement and Final
Prospectus, their participation in the preparation of the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, was limited to
specific matters as to which they were consulted by the Company and that
they were not involved in the preparation of the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1997; provided that such
counsel indicates that during the course of the preparation of the
Registration Statement and Final Prospectus, they examined various
documents and participated in conferences with representatives of the
Company, its independent public accountants and the Underwriters, at which
conferences certain of the contents of the Registration Statement and Final
Prospectus, including the contents of the documents incorporated by
reference therein, and related matters were discussed.
References to the Registration Statement and the Final Prospectus in
this paragraph (b) shall include any amendment or supplement thereto at the
date of such opinion.
(c) Gardner, Carton & Douglas, counsel to the Underwriters, shall
have furnished to the Representatives its written opinion, dated the Time
of Delivery for such Designated Securities, in form satisfactory to the
Representatives in their reasonable judgment, to the effect that:
(i) The Company is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware and
has the corporate power under the laws of such State to own its
properties and carry on its business as set forth in the Final
Prospectus as amended or supplemented;
(ii) The Indenture has been duly qualified under the Trust
Indenture Act, has been duly authorized, validly executed and
delivered by the Company and constitutes a valid and binding
obligation of the Company;
(iii) The Designated Securities have been duly authorized by
the Company; the Underwriters' Securities, when executed by the
Company and authenticated by the Trustee in accordance with the
Indenture and delivered and paid for as provided in this Agreement and
the applicable Pricing Agreement, will have been duly issued under the
Indenture and will constitute valid and binding obligations of the
Company entitled to the benefits provided by the Indenture; and any
Contract Securities (if executed by the Company and authenticated by
the Trustee as aforesaid), when delivered and paid for as provided in
the Delayed Delivery Contracts, will have been duly issued under the
Indenture and will constitute valid and binding obligations of the
Company entitled to the benefits of the Indenture;
(iv) The documents incorporated by reference in the Final
Prospectus as amended or supplemented (other than the financial
statements and other accounting
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<PAGE> 14
information contained or incorporated by reference therein or omitted
therefrom, as to which such counsel need express no opinion), when
they were filed with the Commission, appeared on their face to be
appropriately responsive in all material respects to the requirements
of the Exchange Act and the rules and regulations of the Commission
thereunder;
(v) The Registration Statement has become effective under the
Act, is still effective, and to the best knowledge of such counsel no
proceedings for a stop order are pending or threatened;
(vi) The Registration Statement and the Final Prospectus as
amended or supplemented and any further amendments or supplements
thereto made by the Company prior to the Time of Delivery for the
Designated Securities (other than Exhibit 12 to the Registration
Statement and the financial statements and other accounting
information contained in the Registration Statement or the Final
Prospectus as amended or supplemented or any further amendments or
supplements thereto, or omitted therefrom, as to which such counsel
need express no opinion) appear on their face to be appropriately
responsive in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder;
(vii) The Indenture and the Designated Securities conform as to
legal matters with the descriptions thereof contained in the
Registration Statement and the Final Prospectus as amended or
supplemented; and
(viii) This Agreement and the Pricing Agreement with respect to
the Designated Securities have been duly authorized, executed and
delivered by the Company.
Such opinion shall also state that, while such counsel have not
verified, and are not passing upon and do not assume any responsibility
for, the accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Final Prospectus, they have generally
reviewed and discussed such statements with the certain officers and
employees of the company, with their counsel and auditors and with the
representatives of the Underwriters, and in the course of such review and
discussions, no facts came to the attention of such counsel which lead them
to believe that the Registration Statement, at the time that the
Registration Statement became effective (other than the financial
statements and other accounting information contained therein, or omitted
therefrom, as to which they have not been requested to comment), contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading, or that the Final Prospectus, as of the date of such
opinion (other than the financial statements and other accounting
information contained therein, or omitted therefrom, as to which they have
not been requested to comment), included an untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. Such opinion may be made subject to the
qualification that the enforceability of the terms of the Indenture and the
Designated Securities may be limited by bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in a
proceeding in equity or at law;
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<PAGE> 15
(d) (i) At the time of execution of the Pricing Agreement for
such Designated Securities, Coopers & Lybrand shall have furnished to
the Representatives a letter dated the date of such Pricing Agreement
and (ii) at the Time of Delivery for such Designated Securities,
Coopers & Lybrand shall have furnished to the Representatives a letter
dated such Time of Delivery, in each case in form satisfactory to the
Representatives, in its reasonable judgment, to the effect set forth
in Annex III hereto;
(e) Since the respective dates as of which information is given
in the Final Prospectus as amended or supplemented, there shall not
have occurred (i) any material adverse change, or any development
involving a prospective material adverse change, in or affecting
particularly the business or assets of the Company and its
subsidiaries considered as a whole, or any material adverse change in
the financial position or results of operations of the Company and its
subsidiaries considered as a whole, otherwise than as set forth or
contemplated in the Final Prospectus as amended or supplemented, which
in any such case makes it impracticable or inadvisable in the
reasonable judgment of the Representatives to proceed with the public
offering or the delivery of the Designated Securities on the terms and
in the manner contemplated in the Final Prospectus as amended or
supplemented or (ii) any downgrading in the ratings of any of the
Company's debt securities or preferred stock or any action threatening
such a downgrading or placing the Company under special surveillance
by any "nationally recognized statistical rating organization" (as
defined in Rule 436(g)(2) under the Act);
(f) Since the time of execution of the Pricing Agreement
applicable to the Designated Securities, the United States shall not
have become engaged in hostilities which have resulted in the
declaration of a national emergency or a declaration of war, which
makes it impossible or inadvisable in the reasonable judgment of the
Representatives to proceed with the public offering or the delivery of
the Designated Securities on the terms and in the manner contemplated
in the Final Prospectus as amended or supplemented; and
(g) The Company shall have furnished or caused to be furnished
to the Representatives, at the Time of Delivery for such Designated
Securities, a certificate in form satisfactory to the Representatives
in their reasonable judgment to the effect that: (i) the
representations and warranties of the Company contained in this
Agreement are true and correct on and as of such Time of Delivery as
though made at and as of such Time of Delivery; (ii) the Company has
duly performed all obligations required to be performed by it pursuant
to the terms of this Agreement at or prior to such Time of Delivery;
(iii) no stop order or proceeding for that purpose has been initiated
or, to the knowledge of the Company, threatened by the Commission and
all requests for additional information on the part of the Commission
have been complied with or otherwise satisfied; and (iv) at and as of
such Time of Delivery neither the Registration Statement nor the Final
Prospectus as amended or supplemented contains any untrue statement of
a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that no such certificate shall apply to
any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter
through the Representatives expressly for use therein.
The obligations of the Company and the Underwriters of any Designated
Securities under the Pricing Agreement applicable to such Designated Securities
are subject to the additional condition that there shall have been furnished to
the Company and such Underwriters, at the Time of Delivery for such Designated
Securities, such certificates of officers as shall, in the reasonable judgment
of the
15
<PAGE> 16
Representatives and the Company, be appropriate to indicate that the Indenture
has been duly authorized, executed and delivered by the Trustee and is a valid
and binding agreement of the Trustee.
7. (a) The Company will indemnify and hold harmless each
Underwriter of the applicable Designated Securities against any
losses, claims, damages, or liabilities, joint or several, to which
such Underwriter may become subject with respect to such Designated
Securities, under the Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Basic Prospectus, any
Preliminary Final Prospectus, the Registration Statement or the Final
Prospectus as amended or supplemented, or any amendment or supplement
thereto with respect to such Designated Securities, or arise out of or
are based upon the omission or alleged omission to stated therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter
for any legal fees or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such
action or claim; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter of Designated
Securities through the Representatives expressly for use therein; and
provided further, that the Company shall not be liable to any
Underwriter of Designated Securities or any person controlling such
Underwriter under the indemnity agreement in this subsection (a) with
respect to any of such documents to the extent that any such loss,
claim, damage or liability of such Underwriter or controlling person
results from the fact that such Underwriter sold such Designated
Securities to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the Final
Prospectus or of the Final Prospectus as then amended or supplemented
(excluding documents incorporated by reference), whichever is most
recent, if the Company has previously furnished copies thereof to such
Underwriter.
The indemnity agreement in this subsection (a) shall be in
addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if
any, who controls any Underwriter within the meaning of the Act.
(b) Each Underwriter of the applicable Designated Securities will
indemnify and hold harmless the Company against any losses, claims,
damages or liabilities to which the Company may become subject with
respect to such Designated Securities, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the
Basic Prospectus, any Preliminary Final Prospectus, the Registration
Statement or the Final Prospectus as amended or supplemented, or any
amendment or supplement thereto with respect to such Designated
Securities, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in
each case to the extent, but only the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in any of such documents in reliance upon and in conformity
with written information furnished to the Company by such Underwriter
through the Representatives expressly for use therein; and will
reimburse the Company for any legal fees or other expenses reasonably
incurred by the Company in connection with investigating or defending
any such action or claim.
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<PAGE> 17
The indemnity agreement in this subsection (b) shall be in
addition to any liability which the Underwriters may otherwise have
and shall extend, upon the same terms and conditions, to each officer
and director of the Company and to each person, if any, who controls
the Company within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of
any action such indemnified party shall, if a claim in respect thereof
is to be made against the indemnifying party under such subsection,
notify the indemnifying party in writing of the commencement thereof,
and in the event that such indemnified party shall not so notify the
indemnifying party within 30 days following receipt of any such notice
by such indemnified party, the indemnifying party shall have no
further liability under such subsection to such indemnified party
unless such indemnifying party shall have received other notice
addressed and delivered in the manner provided in the second paragraph
of Section 11 hereof of the commencement of such action; but the
omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party otherwise
than under such subsection. In case any such action shall be brought
against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be
entitled to participate therein, and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such
indemnified party in its reasonable judgment, and after notice from
the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable
to such indemnified party under such subsection for any legal or other
expenses subsequently incurred by such indemnified party in connection
with the defense other than reasonable costs of investigation.
(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under subsection (a) or (b) above
in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand
and the Underwriters of the Designated Securities on the other from
the offering of the Designated Securities to which such loss, claim,
damage or liability (or action in respect thereof) relates. If,
however, the allocation provided by the immediately preceding sentence
is not permitted by applicable law, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Company on the one hand
and the Underwriters of the Designated Securities on the other in
connection with the statements or omissions which resulted in such
losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and such
Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting
discounts and commissions received by such Underwriters, in each case
as set forth in the table on the cover page of the Final Prospectus as
amended or supplemented with respect to such Designated Securities.
The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or such Underwriters
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission,
including, with respect to any
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<PAGE> 18
such Underwriter, the extent to which such losses, claims, damages or
liabilities (or actions in respect thereof) result from the fact that such
Underwriter sold such Designated Securities to a person to whom there was
not sent or given, at or prior to the written confirmation of such sale, a
copy of the Final Prospectus or of the Final Prospectus as then amended or
supplemented (excluding documents incorporated by reference), whichever is
most recent, if the Company has previously furnished copies thereof to such
Underwriter. The Company and the Underwriters agree that it would not be
just and equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated
Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The obligations of Underwriters of
Designated Securities in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
8. If any Underwriter shall default in its obligation to purchase the
Underwriters' Securities which it has agreed to purchase under the Pricing
Agreement applicable to such Securities, the Representatives may in their
discretion arrange for themselves or for another party or other parties to
purchase such Underwriters' Securities on the terms contained herein. If within
36 hours after such default by any Underwriter the Representatives do not
arrange for the purchase of such Underwriters' Securities, then the Company
shall be entitled to a further period of 36 hours within which to procure
another party or other parties to purchase such Underwriters' Securities on such
terms. In the event that, within the respective prescribed periods, the
Representatives notify the Company that they have so arranged for the purchase
of such Underwriters' Securities, or the Company notifies the Representatives
that it has so arranged for the purchase of such Underwriters' Securities, the
Representatives or the Company, respectively, shall have the right to postpone
the Time of Delivery for such Underwriters' Securities for a period of not more
than seven days in order to effect whatever changes may thereby be made
necessary in the Registration Statement or the Final Prospectus as amended or
supplemented, or any other documents or arrangements, and the Company agrees to
file promptly any amendments to the Registration Statement or the Final
Prospectus as amended or supplemented which, in the opinion of counsel to the
Underwriters and counsel for the Company referred to in Section 6(b) hereof may
thereby be made necessary. The term "Underwriter" as used in this Agreement
shall include any person substituted under this Section with like effect as if
it has originally been a party to the Pricing Agreement with respect to such
Designated Securities. In the event that neither the Representatives nor the
Company arrange for another party or parties to purchase such Underwriters'
Securities as provided in this Section, the Company shall have the right to
require each non-defaulting Underwriter to purchase and pay for the
Underwriters' Securities which such non-defaulting Underwriter agreed to
purchase under the Pricing Agreement relating to such Designated Securities and,
in addition, to require each non-defaulting Underwriter to purchase the
Underwriters' Securities which the defaulting Underwriter or Underwriters shall
have so failed to purchase up to an amount thereof equal to 10% of the
principal
18
<PAGE> 19
amount of the Underwriters' Securities which such non-defaulting Underwriter has
otherwise agreed to purchase under the Pricing Agreement relating to such
Designated Securities; provided, however, that if the aggregate principal amount
of Underwriters' Securities which any defaulting Underwriter or Underwriters
shall have so failed to purchase is more than one-tenth of the aggregate
principal amount of the Designated Securities, then the Pricing Agreement
relating to such Designated Securities may be terminated either by the Company
or, through the Representatives, by such Underwriters as have otherwise agreed
to purchase in the aggregate 50% or more of the remaining Designated Securities
under the Pricing Agreement relating to such Designated Securities, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses referred to in Section 5(e) hereof and the indemnification
provided in Section 7 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
9. The respective indemnities, agreements, representations, warranties
and other statements of the Underwriters and the Company hereunder, as set forth
in this Agreement or made by them, respectively, pursuant to the Agreement,
shall remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or
the Company or any of its officers or directors or any controlling person, and
shall survive delivery of and payment for the Designated Securities.
10. If any Pricing Agreement shall be terminated pursuant to Section 8
hereof, or if any Designated Securities are not delivered by the Company as
provided herein because the condition set forth either in the last paragraph of
Section 6 or in Section 6(f) has not been met, the Company shall then be under
no liability hereunder to any Underwriter, except as provided in Section 5(e)
and Section 7 hereof; but if for any other reason any Designated Securities are
not delivered by the Company as provided herein, the Company will be liable to
reimburse the Underwriters, through the Representatives, for all out-of-pocket
expenses, including counsel fees and disbursements, as approved in writing by
the Representatives, reasonably incurred by the Underwriters in making
preparations for the purchase, sale and delivery of the Designated Securities,
but the Company shall then have no further liability to any Underwriter except
as provided in Section 5(e) and Section 7 hereof.
11. In all dealings with the Company under this Agreement and each Pricing
Agreement, the Representatives of the Underwriters of Designated Securities
shall act on behalf of each of such Underwriters and Lehman Brothers Inc. may
act on behalf of each of the Representatives, and the Company shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of
any Underwriter made or given by the Representatives and, in turn, by any
statement, request, notice or agreement on behalf of any Representative made or
given by Lehman Brothers Inc.
All statements, requests, notices and agreements hereunder shall be in
writing, or by telegram if promptly confirmed in writing, and if to the
Representatives or the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to the Representatives c/o Lehman Brothers
Inc. at 3 World Financial Center, New York, New York 10285, with a copy to
Gardner, Carton & Douglas, Quaker Tower, 321 North Clark Street, Chicago,
Illinois 60610, Attn: Glenn W. Reed, Esq., and if to the Company; shall be
sufficient in all respects if delivered or sent by registered mail to the
Company at 307 North Michigan Avenue, Chicago, Illinois 60601, Attn: President,
with a copy to Lord, Bissell & Brook, 115 South LaSalle Street, Chicago,
Illinois 60603, Attn: Kurt W. Florian, Esq.; provided, however, that any notice
to an Underwriter pursuant to Section 7(c) hereof shall be delivered or sent by
registered mail directly to such Underwriter at its principal office.
19
<PAGE> 20
12. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters and the Company, and to the
extent provided in Section 7 and Section 9 hereof, the officers and directors of
the Company and any person who controls any Underwriter or the Company, and
their respective personal representatives, successors and assigns, and no other
person shall acquire or have any right under or by virtue of this Agreement or
any such Pricing Agreement. No purchaser of any of the Designated Securities
from any Underwriter shall be construed a successor or assign by reason merely
of such purchase.
13. Time shall be of the essence of each Pricing Agreement.
14. This Agreement and each Pricing Agreement shall be governed by, and
construed in accordance with, the laws of the State of Illinois.
15. This Agreement and each Pricing Agreement may be executed by each of
the parties hereto and thereto in any number of counterparts, and by each of the
parties hereto and thereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
20
<PAGE> 21
If the foregoing is in accordance with your understanding, please sign
and return to us a counterpart thereof, and upon the acceptance hereof by you,
this letter and such acceptance hereof shall constitute a binding agreement.
Very truly yours,
OLD REPUBLIC INTERNATIONAL CORPORATION
By: /s/ John S. Adams
-----------------------------------
Accepted in Chicago, Illinois,
as of the date hereof:
LEHMAN BROTHERS INC.
EVEREN SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
By: Lehman Brothers Inc.
By: /s/ Robert H. Swindell
------------------------------
Name: Robert H. Swindell
----------------------------
Title: Managing Director
---------------------------
21
<PAGE> 22
ANNEX I
OLD REPUBLIC INTERNATIONAL CORPORATION
Debt Securities
PRICING AGREEMENT
June 18, 1997
LEHMAN BROTHERS INC.
EVEREN SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
Old Republic International Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement dated June 18, 1997 (the "Underwriting Agreement")
between the Company and you, as Representatives, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety and shall be deemed to be a part of this Pricing Agreement to the
same extent as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each
representation and warranty set forth in Section 2 of the Underwriting
Agreement relating to the Prospectus shall be deemed to have been made as of
the date of the Underwriting Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Designated Securities covered by this
Pricing Agreement, shall be deemed to have been made as of the date of this
Pricing Agreement. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be electronically
transmitted for filing with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein
22
<PAGE> 23
by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the Master Agreement Among Underwriters, the form of
which you have delivered to us. You represent that you are authorized on behalf
of yourselves and each of the Underwriters to enter into this Pricing Agreement.
Very truly yours,
OLD REPUBLIC INTERNATIONAL CORPORATION
By: __________________________________
Accepted in Chicago, Illinois,
as of the date hereof:
LEHMAN BROTHERS INC.
EVEREN SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
By: Lehman Brothers Inc.
By:_____________________________
Name:___________________________
Title:__________________________
23
<PAGE> 24
SCHEDULE I TO PRICING AGREEMENT
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF DESIGNATED
SECURITIES TO
UNDERWRITERS BE PURCHASED
<S> <C>
Lehman Brothers Inc. ........................... $ 38,400,000
EVEREN Securities, Inc. ........................ 38,300,000
J.P. Morgan Securities Inc. .................... 38,300,000
------------
Total .......................................... $115,000,000
============
</TABLE>
24
<PAGE> 25
SCHEDULE II TO PRICING AGREEMENT
UNDERWRITING AGREEMENT DATED JUNE 18, 1997
REGISTRATION STATEMENT SEC FILE NO. 33-49064
<TABLE>
<S> <C>
REPRESENTATIVES: Lehman Brothers Inc.
EVEREN Securities, Inc.
J.P. Morgan Securities Inc.
TITLE, PURCHASE PRICE AND DESCRIPTION OF DESIGNATED SECURITIES:
Title: 7.00% Debentures due June 15, 2007
Aggregate Principal Amount: $115,000,000
Price to Public: 99.946%, plus accrued interest, if any, from June 23, 1997
Purchase Price by Underwriters: 99.296%, plus accrued interest, if any, from June 23, 1997
Maturity: June 15, 2007
Interest Rate: 7.00%
Interest Payment Dates: June 15 and December 15, commencing December 15, 1997
Redemption Provisions: None
Sinking Fund Provisions: None
Other Provisions: None
TIME OF DELIVERY: 9:00 AM, June 23, 1997
CLOSING LOCATION: Gardner, Carton & Douglas
Quaker Tower
321 North Clark Street
Chicago, Illinois 60610
PAYMENT TO BE MADE IN: New York Clearinghouse (next day) funds [ ]
or Federal (same day) funds [X]
DELIVERY OF SECURITIES: Physical delivery to Underwriters through Representatives [ ]
or delivery to Underwriters through facilities of DTC by
delivery to DTC or DTC's agent of one or more definitive
global securities in book-entry form [X]
DELAYED DELIVERY: None
OTHER TERMS: None
</TABLE>
25
<PAGE> 26
ANNEX II
DELAYED DELIVERY CONTRACT
__________, 19__
Old Republic International Corporation
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Attention:
Ladies and Gentlemen:
The undersigned hereby agrees to purchase from Old Republic International
Corporation (hereinafter called the "Company"), and the Company agrees to sell
to the undersigned, __________________________________________________________
principal amount of the Company's [Title of Designated Securities] (hereinafter
called the "Designated Securities"), offered by the Company's Prospectus dated
_______________, 19__, as amended or supplemented, receipt of a copy, of which
is hereby acknowledged, at a purchase price of ___% of the principal amount
thereof, plus accrued interest from the date from which interest accrues as set
forth below, and on the further terms and conditions set forth in this contract.
[The undersigned will purchase the Designated Securities from the Company on
__________, 19__ (the "Delivery Date"), and interest on the Designated
Securities so purchased will accrue from __________, 19__. Each of the
Designated Securities will be dated the Delivery Date thereof.] [The
undersigned will purchase the Designated Securities from the Company on the
delivery date or dates and in the principal amount or amounts set forth below:
<TABLE>
<S> <C> <C>
Date from Which
Delivery Date Principal Amount Interest Accrues
____________, 19__ $ ______________, 19__
____________, 19__ $ ______________, 19__
</TABLE>
Each such date on which Designated Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date". Each of the Designated
Securities will be dated the Delivery Date thereof.]
Payment for the Designated Securities which the undersigned has agreed to
purchase on [the] [each] Delivery Date shall be made to the Company or its
order by certified or official bank check in [immediately available funds] [New
York] Clearing House funds] at the office of __________________ [at 9:30 a.m.,
New York City time,] on [the] [such] Delivery Date upon delivery to the
undersigned of the Designated Securities then to be purchased by the
undersigned in definitive fully registered form and in such denominations and
registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to [the] [such] Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
Designated Securities on [the] [each] Delivery Date shall be subject to the
conditions that (1) the purchase of
26
<PAGE> 27
Designated Securities by the undersigned shall not on [the] [such] Delivery Date
be prohibited under the laws of the jurisdiction to which the undersigned is
subject and (2) the Company, on or before _____________, 19__, shall have sold
to the several Underwriters, pursuant to the Pricing Agreement dated
____________, 19__ with the Company, an aggregate principal amount of Designated
Securities equal to $_________ minus the aggregate principal amount of
Designated Securities covered by this contract and other contracts similar to
this contract. The obligation of the undersigned to take delivery of and make
payment for Designated Securities shall not be affected by the failure of any
purchaser to take delivery of and make payment for Designated Securities
pursuant to other contracts similar to this contract.
Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.
The undersigned represents and warrants to the Company that, as of the
date of this contract, the undersigned is not prohibited from purchasing the
Designated Securities hereby agreed to be purchased by it under the laws of the
jurisdiction to which the undersigned is subject.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by any party
hereto without the written consent of the other parties.
This contract may be executed by the parties hereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
27
<PAGE> 28
It is understood that the acceptance by the Company of any Delayed
Delivery Contract (including this contract) is in the sole discretion of the
Company and that, without limiting the foregoing, acceptances of such contract
need not be on a first-come, first-served basis. If this contract is
acceptable to the Company, it is requested that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract between the Company and the undersigned when such counterpart is so
mailed or delivered.
Yours very truly,
By: _________________________
(Signature)
By: _________________________
(Signature)
By: _________________________
(Signature)
Accepted, ______________________, 19__
Old Republic International Corporation
By _________________________________
THREE SIGNED COPIES OF THIS CONTRACT MUST BE RECEIVED BY LEHMAN BROTHERS
INC. NOT LATER THAN 5:00 P.M. ON __________________, ACCOMPANIED BY A
CERTIFICATE OF SECRETARY OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY, AS TO
THE AUTHORITY OF THE PERSON OR PERSONS SIGNING THIS CONTRACT.
28
<PAGE> 29
ANNEX III
MATTERS TO BE COVERED BY LETTERS OF
COOPERS & LYBRAND
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the Act and
the applicable published rules and regulations thereunder, and the statement in
the Registration Statement in answer to Item 10 of Form S-3 is accurate insofar
as it relates to them;
(ii) In their opinion, the audited consolidated financial
statements of the Company and its subsidiaries included or incorporated by
reference in the Company's Annual Report on Form 10-K most recently filed with
the Commission and covered by their report included therein (the "audited
financials") comply as to form in all material respects with the applicable
accounting requirements of the Act or the Exchange Act, as applicable, and the
published rules and regulations under the Act or the Exchange Act, as
applicable;
(iii) On the basis of limited procedures, not constituting an
audit, which have been carried out through a specified date not more than two
business days prior to the date of each such letter, including (1) a reading of
the minutes of the meetings of the Board of Directors, Executive Committee,
Finance Committee, Audit Committee and stockholders of the Company since the
date of the audited financials, (2) inquiries of certain officials of the
Company responsible for financial and accounting matters as to transactions and
events subsequent to the date of the audited financials, and (3) such other
procedures and inquiries as may be described in each such letter, nothing has
come to their attention which has caused them to believe that:
(A) the unaudited consolidated condensed financial
statements of the Company and its consolidated subsidiaries included
or incorporated by reference in the Registration Statement and the
Final Prospectus do not comply in form in all material respects with
the applicable accounting requirements of the Act, the Exchange Act
and the related published rules and regulations thereunder, or are not
presented in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the audited
consolidated financial statements included in the Registration
Statement and the Final Prospectus;
(B) the unaudited amounts set forth following "Summary
Financial Data" and "Selected Consolidated Financial Data" in the
Final Prospectus do not agree with the amounts set forth in any
unaudited consolidated financial statements for those same periods or
were not determined on a basis substantially consistent with that of
the corresponding amounts in the audited consolidated financial
statements included in the Registration Statement and the Prospectus;
and
(C) at a specific date not more than five business days
prior to the date of such letter, there were any changes in the
capital stock or total debt of the Company and its consolidated
subsidiaries or any decreases in total assets of the Company and its
consolidated subsidiaries, in each case compared with amounts shown on
the March 31, 1997 unaudited consolidated condensed balance sheet
included or incorporated by reference in the Registration Statement
and the Final Prospectus, or for the period from March 31, 1997 to
such specified date there were any
29
<PAGE> 30
decreases, as compared with the corresponding period in the preceding
year, in net revenues, net income or net income per share of the Company
and its consolidated subsidiaries, except in all instances for changes,
decreases or increases set forth in such letter; and
(D) they have carried out certain specified procedures, not
constituting an audit, with respect to certain amounts, percentages and
financial information that are derived from the general accounting
records of the Company and its consolidated subsidiaries and are included
in the Registration Statement and the Final Prospectus, as the case may
be, under the captions "Prospectus Summary", "The Corporation", "Use of
Proceeds", "Capitalization", "Selected Consolidated Financial Data",
"Ratio of Earnings to Fixed Charges", "Management Analysis of Financial
Position and Results of Operations", "Business", and "Exhibit 12", are
incorporated in the Registration Statement and the Final Prospectus by
reference to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 under the captions "Management Analysis of Financial
Position and Results of Operations" and "Earnings Per Share Exhibit", or
are incorporated in the Registration Statement and the Final Prospectus
by reference to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 under the captions "Financial Information
Relating to Segments of Business", "Mortgage Guaranty Group",
"Consolidated Underwriting Statistics", "General Insurance Claim
Reserves", "Consolidated Investments", "Sources of Consolidated
Investment Income", "Marketing", "Reserves, Reinsurance, and
Retrospective Adjustments", "Properties", "Market for the Registrant's
Common Stock and Related Security Holder Matters", "Selected Financial
Data", "Management Analysis of Financial Position and Results of
Operations", and "Exhibit 11 - Earnings Per Share", and have compared
such amounts, percentages and financial information with such records of
the Company and its consolidated subsidiaries and with information
derived from such records and have found them to be in agreement,
excluding any questions of legal interpretation.
30
<PAGE> 31
ANNEX IV
SUBSIDIARIES OF THE COMPANY
<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation
---- ----------------
<S> <C>
Bituminous Casualty Corporation Illinois
Great West Casualty Corporation Nebraska
Old Republic Insurance Company Pennsylvania
Republic Mortgage Insurance Company North Carolina
Old Republic General Insurance Company Delaware
Old Republic National Title Insurance Company Minnesota
Old Republic Title Insurance Group, Inc. Delaware
Old Republic Mortgage Guaranty Group, Inc. Delaware
Bitco Corporation Delaware
ORI Great West Holdings, Inc. Delaware
</TABLE>
31
<PAGE> 32
CONFORMED COPY
OLD REPUBLIC INTERNATIONAL CORPORATION
Debt Securities
PRICING AGREEMENT
June 18, 1997
LEHMAN BROTHERS INC.
EVEREN SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
c/o Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
Old Republic International Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein and in
the Underwriting Agreement dated June 18, 1997 (the "Underwriting Agreement")
between the Company and you, as Representatives, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety and shall be deemed to be a part of this Pricing Agreement to the
same extent as if such provisions had been set forth in full herein; and each
of the representations and warranties set forth therein shall be deemed to have
been made at and as of the date of this Pricing Agreement, except that each
representation and warranty set forth in Section 2 of the Underwriting
Agreement relating to the Prospectus shall be deemed to have been made as of
the date of the Underwriting Agreement and, with respect to the Prospectus as
amended or supplemented applicable to the Designated Securities covered by this
Pricing Agreement, shall be deemed to have been made as of the date of this
Pricing Agreement. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you, is now proposed to be electronically
transmitted for filing with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the provisions of the Underwriting Agreement incorporated herein
<PAGE> 33
by reference, shall constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in the Master Agreement Among Underwriters, the form of
which you have delivered to us. You represent that you are authorized on
behalf of yourselves and each of the Underwriters to enter into this Pricing
Agreement.
Very truly yours,
OLD REPUBLIC INTERNATIONAL CORPORATION
By: /s/ John S. Adams
---------------------------------
Accepted in Chicago, Illinois,
as of the date hereof:
LEHMAN BROTHERS INC.
EVEREN SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
By: Lehman Brothers Inc.
By: /s/ Robert H. Swindell
--------------------------------
Name: Robert H. Swindell
------------------------------
Title: Managing Director
-----------------------------
-2-
<PAGE> 34
SCHEDULE I TO PRICING AGREEMENT
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
OF DESIGNATED
SECURITIES TO
UNDERWRITERS BE PURCHASED
<S> <C>
Lehman Brothers Inc. ......................... $ 38,400,000
EVEREN Securities, Inc. ...................... 38,300,000
J.P. Morgan Securities Inc. .................. 38,300,000
------------
Total .......................................... $115,000,000
============
</TABLE>
-3-
<PAGE> 35
SCHEDULE II TO PRICING AGREEMENT
UNDERWRITING AGREEMENT DATED JUNE 18, 1997
REGISTRATION STATEMENT SEC FILE NO. 33-49064
<TABLE>
<S> <C>
REPRESENTATIVES: Lehman Brothers Inc.
EVEREN Securities, Inc.
J.P. Morgan Securities Inc.
TITLE, PURCHASE PRICE AND DESCRIPTION OF DESIGNATED SECURITIES:
Title: 7.00% Debentures due June 15, 2007
Aggregate Principal Amount: $115,000,000
Price to Public: 99.946%, plus accrued interest, if any, from June 23, 1997
Purchase Price by Underwriters: 99.296%, plus accrued interest, if any, from June 23, 1997
Maturity: June 15, 2007
Interest Rate: 7.00%
Interest Payment Dates: June 15 and December 15, commencing December 15, 1997
Redemption Provisions: None
Sinking Fund Provisions: None
Other Provisions: None
TIME OF DELIVERY: 9:00 AM, June 23, 1997
CLOSING LOCATION: Gardner, Carton & Douglas
Quaker Tower
321 North Clark Street
Chicago, Illinois 60610
PAYMENT TO BE MADE IN: New York Clearinghouse (next day) funds [ ]
or Federal (same day) funds [X]
DELIVERY OF SECURITIES: Physical delivery to Underwriters through Representatives [ ]
or delivery to Underwriters through facilities of DTC by
delivery to DTC or DTC's agent of one or more definitive
global securities in book-entry form [X]
DELAYED DELIVERY: None
OTHER TERMS: None
</TABLE>
-4-
