SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Old Republic International Corporation
(NAME OF ISSUER)
Common Stock, $1.00 Par Value
(TITLE OF CLASS OF SECURITIES)
775707-102
CUSIP NUMBER
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 775707-102
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LASALLE NATIONAL BANK as Successor of LASALLE NATIONAL TRUST, N.A. (not
in its individual or corporate capacity but solely as trustee (the
"Trustee") of the Old Republic International Corporation Employees
Savings and Stock Ownership Trust (the "Trust") (Tax Identification No.
36-1521370)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
LaSalle National Bank is a national banking association organized under
the laws of the United States.
NUMBER OF 5. SOLE VOTING POWER
SHARES 2094 (as of 12/31/96)
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 6,746,469 (as of 12/31/96)
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2094 (as of 12/31/96
PERSON 8. SHARED DISPOSITIVE POWER
WITH 6,746,469 (as of 12/31/96)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,748,563 (as of 12/31/96)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.75%
12. TYPE OF REPORTING PERSON
BK, EP
The filing of this Statement on Schedule 13G is made by LaSalle National Bank as
trustee (the "Trustee") for the Old Republic International Corporation Employees
Savings and Stock Ownership Trust (the "Trust") voluntarily and does not
constitute, and should not be construed as, an admission that either the Trust
or the Trustee beneficially owns any securities covered by this Statement or is
required to file this Statement for the Trust and the Trustee. In this
connection, the Trust and the Trustee disclaim beneficial ownership of the
securities covered by this Statement.
Item 1(a) NAME OF ISSUER:
The name of the issuer is Old Republic International Corporation (the
"Issuer").
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the Issuer is 307
North Michigan Avenue, Chicago, Illinois 60601.
Item 2(a) NAME OF PERSON FILING:
The person filing this Statement is the Trust and the Trustee.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the Trust and its principal place of business is c/o
LaSalle National Bank, 135 South LaSalle Street, Chicago, Illinois
60603. The address of the Trustee is 135 South LaSalle Street,
Chicago, Illinois 60603.
Item 2(c) CITIZENSHIP:
LaSalle National Bank is a national banking association organized
under the laws of the United States.
Item 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement relates is the
Common Stock of the Issuer.
Item 2(d) CUSIP NUMBER:
The CUSIP number of the Common Stock is 775707-102.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
[b] [x] Bank as defined in Section 3(a)(6) of the Act.
[f] [x] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA") or Endowment Fund.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 6,748,563<F1>
<F1> Includes 32,575,883 shares of Series D Cumulative Convertible
Preferred Stock which are convertible into Common Stock on a five-to-
one basis. Of the 6,746,469 shares held by the Trust, 5,036,337
shares (relating to shares which may be issued upon the conversion of
25,181,683 shares of the issuer's Series D Cummulative Convertible
Deferred Stock) are allocated to accounts of participants ("ESSOP
Participants") of the Old Republic International Corporation Employees
Savings and Stock Ownership Plan ("ESSOP") who can direct the Trustee
as to how to vote those shares.
(b) Percent of Class: 6.75% (as of 12/31/96)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
2094
(ii) shared power to vote or to direct the vote:
6,746,469<F2>
(iii) sole power to dispose or direct the disposition of:
2094
(iv) shared power to dispose or direct the disposition of:
6,746,469<F2>
<F2> ESSOP Participants have the right to direct the Trustee in the voting
of Common Stock and Series D Cumulative Convertible Preferred Stock
allocated to their accounts on all matters required to be submitted to
a vote of shareholders. If no directions are received as to the
voting of allocated shares of Common Stock and Series D Cumulative
Convertible Preferred Stock the Plan's Administration Committee will
direct the Trustee to vote such shares as it sees fit. This statement
also includes 196,717 shares of Common Stock which are held by another
custodian under another ESSOP fund but for which the Trustee has
voting power. Decisions as to purchases, dispositions or tenders of
the Common Stock and Series D Cumulative Convertible Preferred Stock
are generally directed by the Plan's Administration Committee, subject
to the fiduciary responsibility of the Trustee. The filing of this
Schedule 13G shall not be construed as an admission that the Reporting
Person is, for the purposes of Section 1(d) and 13(g) of the Act, the
beneficial owner of any securities covered by this Statement.
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Subject to the terms and conditions of the Plan, ESSOP Participants
are entitled to receive certain distributions or assets held by the
Trust. Such distributions may include proceeds from dividends on, or
the sale of, shares of Common Stock or Series D Cumulative Convertible
Preferred Stock reflected in this Schedule 13G.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 12, 1997
Date
LASALLE NATIONAL BANK (not in its individual or
corporate capacity but solely as Trustee)
/s/ Jeffrey S. Schiedemeyer
Signature
Jeffrey S. Schiedemeyer
Vice President
Name/Title
