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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 36-2678171
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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307 North Michigan Avenue
Chicago, Illinois 60601
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
____% Debentures Due ______, 2007 New York Stock Exchange, Inc.
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If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [X]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. []
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's _____% Debentures due
______________,2007 (the "Debentures") to be registered hereby is
contained on pages 16 through 22, inclusive, of the Prospectus dated
August 18, 1992 and pages S-5 through S-7, inclusive, of the
Prospectus Supplement dated June ___, 1997 which is filed with the
Commission as part of the Registrant's Registration Statement on Form
S-3, No. 33-49064, as amended, and such description is incorporated
herein by this reference.
Item 2. Exhibits.
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No. Document
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4.1 Restated Certificate of Incorporation, as amended, of the Registrant, which was filed as Exhibit 3A
to the Registrant's Annual Report on Form 10-K for 1995, and is incorporated herein by this
reference.
4.2 Form of Indenture between the Registrant and Wilmington Trust Company as trustee relating to the
Debentures, which was filed with the Commission as Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3, No. 33-49064, and is incorporated herein by this reference.
4.3 Form of Supplemental Indenture No. 1 between the Registrant and Wilmington Trust Company as trustee
relating to the Debentures.
4.4 Form of Debenture.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, this
16th day of June, 1997.
OLD REPUBLIC INTERNATIONAL
CORPORATION
By: /s/ John S. Adams
------------------------------------
John S. Adams
Vice President Corporate Finance and
Services
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EXHIBIT 4.3
SUPPLEMENTAL INDENTURE NO. 1
OLD REPUBLIC INTERNATIONAL CORPORATION
to
WILMINGTON TRUST COMPANY
SUPPLEMENTAL INDENTURE NO. 1, dated as of June ___, 1997 between Old
Republic International Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company"), having
its principal executive office at 307 North Michigan Avenue, Chicago, Illinois,
and Wilmington Trust Company, a banking corporation duly organized and existing
under the laws of the State of Delaware, as Trustee (herein called the
"Trustee").
Recitals of the Company
WHEREAS, the Company and the Trustee entered into an Indenture dated as
of August 15, 1992 (the "Indenture") in connection with the issuance by the
Company from time to time of its Debt Securities (herein called the "Debt
Securities"); and
WHEREAS, the Company issued a certain series of Debt Securities on
August 26, 1992, and fully redeemed all such Debt Securities according to their
terms and conditions on March 18, 1996, and no Debt Securities remain
outstanding; and
WHEREAS, the Company intends to issue certain other Debt Securities
and, prior to so doing, desires to enter into a supplemental indenture to
modify certain provisions of the Indenture, as authorized by duly adopted
resolutions of the Company's Board of Directors; and
WHEREAS, Article Nine of the Indenture permits the Company to modify
the Indenture from time to time by entering into one or more supplemental
indentures, and all actions required to be taken under the Indenture with
respect to this Supplemental Indenture have been taken.
NOW THEREFORE, in consideration of the premises, the parties hereby
agree as follows:
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1. Definitions.
The defined term "Principal Insurance Subsidiary" in Section 101,
Definitions, of Article One is amended to read in its entirety as follows:
"'Principal Insurance Subsidiary' means each of Old Republic Insurance
Company, Old Republic National Title Insurance Company, Republic
Mortgage Insurance Company, Bituminous Casualty Corporation and Great
West Casualty Company and any successor to all or a principal part of
the business or properties of any thereof."
2. Covenants.
Section 1006, Limitations on Issue or Disposition of Stock of Principal
Insurance Subsidiaries, of Article Ten is amended to read in its entirety as
follows:
"Section 1006. Limitations on Issue or Disposition of Stock of
Principal Insurance Subsidiaries.
The Company will not, and will not permit any Principal
Insurance Subsidiary to, issue, sell, assign, transfer or otherwise dispose
of, directly or indirectly, any of the capital stock (other than non-voting,
non-convertible preferred stock) of any Principal Insurance Subsidiary (except
to the Company or to one or more wholly-owned subsidiaries or for the purpose
of qualifying directors); provided, however, that this covenant shall not
apply if at the time of such transaction
(A) (1) the capital stock of a Principal Insurance Subsidiary is disposed of
for consideration consisting of cash or other property which is at least
equal to the fair value of such capital stock, as determined by the Board of
Directors; or
(2) in the opinion of the Board of Directors, the issuance, sale,
assignment, transfer or other disposition is in the best interests of the
Company and the Principal Insurance Subsidiaries; or
(3) the issuance, sale, assignment, transfer or other disposition is
required to comply with the order of a court or regulatory authority of
competent jurisdiction, other than an order issued at the request of the
Company or of one of its Principal Insurance Subsidiaries; and
(B) immediately after such transaction there will not have occurred an Event
of Default or an event which, after notice or lapse of time or both, would
become an Event of Default."
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3. Debt Securities Issuable in Global Form.
If so established in or pursuant to a resolution or resolutions of the
Board of Directors of the Company and set forth in an Officers' Certificate, or
established in one or more supplemental indentures, prior to the initial
issuance of Debt Securities of any series, the Debt Securities of the series
may be issued in whole or in part in the form of one or more global Debt
Securities and, in such case, such resolutions of the Board of Directors or
supplemental indenture shall set forth the depository for such global Debt
Security or Debt Securities and the terms and conditions, if any, upon which
interests in such global Debt Security or Debt Securities may be exchanged, in
whole or in part, for the individual Debt Securities represented thereby.
If the Company shall establish that the Debt Securities of a series are
to be issued in whole or in part in the form of one or more global Debt
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more global Debt Securities that (i) shall represent an
aggregate amount equal to the aggregate principal amount of the Outstanding
Debt Securities of such series to be represented by one or more global Debt
Securities, (ii) shall be registered in the name of the depository for such
global Debt Security or Debt Securities or the nominee of such depository,
(iii) shall be delivered by the Trustee to such depository or pursuant to such
depository's instruction and (iv) shall bear a legend substantially to the
following effect: "Unless and until it is exchanged in whole or in part for the
individual Debt Securities represented hereby, this global Debt Security may
not be transferred except as a whole by the depository to a nominee of the
depository or by a nominee of the depository to the depository or another
nominee of the depository or by any such depository or any such nominee to a
successor depository or a nominee of such successor depository."
If required by the applicable provisions of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), each depository designated for a
global Debt Security in registered form must, at the time of its designation
and at all times while it serves as depository, be a clearing agency registered
under the Exchange Act and any other applicable statute or regulation.
Notwithstanding any other provision of this Section, unless and until
it is exchanged in whole or in part for the individual Debt Securities
represented thereby, a global Debt Security representing all or a portion of
the Debt Securities of a series may not be transferred except as a whole by the
depository for such series to a nominee of such depository or by a nominee of
such depository to such depository or another nominee of such depository for
such series or by such depository or any such nominee to a successor depository
for such series or a nominee of such successor depository.
If at any time the depository for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as depository
for the Debt Securities of such series or if at
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any time the depository for the Debt Securities of such series shall no longer
be eligible under the Exchange Act, if so required, the Company shall appoint a
successor depository with respect to the Debt Securities of such series. If a
successor depository for the Debt Securities of such series is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company's election to issue global Debt
Securities shall no longer be effective with respect to the Debt Securities of
such series and the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, without service charge, Debt
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the global Debt Security or Debt Securities
representing such series in exchange for such global Debt Security or Debt
Securities.
The Company may at any time and in its sole discretion determine that
the Debt Securities of any series issued in the form of one or more global Debt
Securities shall no longer be represented by such global Debt Security or Debt
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Debt Securities of such series, will authenticate and deliver, without service
charge, individual Debt Securities of such series in definitive form in an
aggregate principal amount equal to the principal amount of the global Debt
Security or Debt Securities representing such series in exchange for such
global Debt Security or Debt Securities.
If specified by the Company with respect to a series of Debt
Securities, the depository for such series of Debt Securities may surrender a
global Debt Security for such series of Debt Securities in exchange in whole or
in part for Debt Securities of such series in definitive form on such terms as
are acceptable to the Company and such depository. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service
charge,
(i) to each Person specified by such depository a new Debt Security or Debt
Securities of the same series, of any authorized denomination as requested by
such Person in aggregate principal amount equal to and in exchange for such
Person's beneficial interest in the global Debt Security; and
(ii) to such depository, a new global Debt Security in a denomination equal
to the difference, if any, between the principal amount of the surrendered
global Debt Security and the aggregate principal amount of Debt Securities
delivered to Holders thereof.
Upon the exchange of a global Debt Security for Debt Securities in
definitive form, such global Debt Security shall be cancelled by the Trustee.
Debt Securities issued in exchange for a global Debt Security shall be
registered in such names and in such authorized denominations as the
depository, for such global Debt Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such
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registered Debt Securities to the persons in whose names such Debt Securities
are so registered.
None of the Company, the Trustee, any Paying Agent or the Debt Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a global Debt Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
4. Ratification of Indenture.
This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture, and as supplemented and modified
hereby, the Indenture is in all respects ratified and confirmed, and the
Indenture and this Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
5. Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Supplemental Indenture by the Trust Indenture Act, the required provision shall
control.
6. Indenture Definitions. Capitalized terms used in this Supplemental
Indenture and not otherwise defined shall have the meanings ascribed to them in
the Indenture.
7. Governing Law.
This Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, provided, however, that the
rights, duties and liabilities of the Trustee shall be governed by and
construed in accordance with the laws of the State of Delaware so long as the
Wilmington Trust Company is Trustee.
8. Duplicate Originals.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
(Seal) OLD REPUBLIC INTERNATIONAL CORPORATION
Attest:
By: ___________________________________
A. C. Zucaro, Chairman of the Board
and President
(Seal)
WILMINGTON TRUST COMPANY
as Trustee
Attest:
By:
_________________________________ _________________________________
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State of Illinois )
) ss:
County of Cook )
On the ____ day of June, 1997, before me personally came A. C. Zucaro,
to me known, who, being by me duly sworn, did depose and say that he is
Chairman of the Board and President of Old Republic International Corporation,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he signed his name
thereto by like authority.
______________________________
State of Delaware )
) ss:
County of New Castle )
On the _____ day of June, 1997 before me personally came
________________________, to me known, who, being by me duly sworn, did depose
and say that he is Vice President of Wilmington Trust Company, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
______________________________
SUPP-IND.
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EXHIBIT 4.4
[FORM OF DEBENTURE]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE DEBENTURES
IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE
"DEPOSITORY"), TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED REGISTERED
CUSIP NO.
NO. 1 U.S. $115,000,000.00
OLD REPUBLIC INTERNATIONAL CORPORATION
_____% DEBENTURE DUE _________, 2007
OLD REPUBLIC INTERNATIONAL CORPORATION, a Delaware corporation (the
"Company"), for value received promises to pay to
CEDE & CO.
c/o THE DEPOSITORY TRUST COMPANY
55 WATER STREET
NEW YORK, NEW YORK 10041
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, or registered assigns, the principal sum of
ONE HUNDRED AND FIFTEEN MILLION DOLLARS
on _____________, 2007 (the "Maturity Date"), and to pay interest thereon at
the
interest rate per annum of _______%, semiannually in arrears on _______ and
_____________ of each year, commencing ____________, 1997 (each, an "Interest
Payment Date"), to the Holder of this Debenture as of the close of business on
the Regular Record Date, as defined below, with respect to such Interest
Payment Date, until the principal hereof is paid or duly made available for
payment.
Interest payments for this Debenture will be computed on the basis of a
360-day year of twelve 30-day months. Interest payable on this Debenture on any
Interest Payment Date will include interest accrued from and including the
immediately preceding Interest Payment Date in respect of which interest has
been paid or duly provided for (or from and including ______, 1997 if no
interest has been paid or duly provided for with respect to this Debenture) to
but excluding such Interest Payment Date. If any Interest Payment Date or the
Maturity Date falls on a day that is not a Business Day, the required payment
of principal and/or interest with respect to such Interest Payment Date or
Maturity Date, as the case may be, will be paid on the next succeeding Business
Day with the same force and effect as if it were paid on the date such payment
was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or Maturity Date, as the case may be.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will be paid to the Person in whose name this
Debenture is registered in the Debt Security Register of the Company as of the
close of business on the "Regular Record Date" for such interest payment, which
shall be the __________ (whether or not a Business Day) preceding the ________
Interest Payment Date or the _________ (whether or not a Business Day)
preceding the ___________ Interest Payment Date, as the case may be.
The principal of this Debenture payable on the Maturity Date will be
paid against presentation of this Debenture at the office or agency of the
Company maintained for that purpose in Wilmington, Delaware, in such coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
All payments of principal and interest in respect of this Debenture
will be made by the Company in immediately available funds.
Reference is hereby made to the further provisions of this Debenture
set forth after the Trustee's Certificate of Authentication, which further
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the Certificate of Authentication hereon has been executed by
the Trustee under the Indenture, as each such term is defined below, directly
or through an Authenticating
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Agent, by the manual signature of one of its authorized signatories, this
Debenture shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal to be imprinted
hereon.
Dated: ___________, 1997
OLD REPUBLIC INTERNATIONAL CORPORATION
By:
[SEAL] President
Attest:
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities referred to in the within-mentioned
Indenture.
WILMINGTON TRUST COMPANY, as Trustee
By:
Authorized Signature
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OLD REPUBLIC INTERNATIONAL CORPORATION
________% DEBENTURE DUE ________, 2007
This Debenture is one of the duly authorized debt securities
(collectively, the "Debt Securities") of the Company to be issued under an
Indenture between the Company and Wilmington Trust Company, as trustee (herein
called the "Trustee", which term includes any successor trustee under such
indenture), dated as of August 15, 1992, as amended by Supplemental Indenture
No. 1, dated as of _______, 1997 (as so amended, the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the
Holders of the Debt Securities and the terms upon which the Debt Securities
are, and are to be, authenticated and delivered. This Debenture is one of the
duly authorized series of Debt Securities designated as "______% Debentures due
___________, 2007" (collectively, the "Debentures"), and the aggregate
principal amount of Debentures to be issued under such series is limited to
$115,000,000 (except for Debentures authenticated and delivered upon transfer
of, or in exchange for, or in lieu of other Debentures). All terms used but not
defined or specified in this Debenture shall have the meanings assigned to such
terms in the Indenture.
This Debenture will not be subject to redemption at the option of the
Company or the Holder prior to the Maturity Date.
If an Event of Default with respect to the Debentures shall occur and
be continuing, the Trustee or the Holders of not less than 25% in principal
amount of the Debentures at the time Outstanding, as defined in the Indenture,
may declare the principal of all Debentures due and payable in the manner and
with the effect provided in the Indenture.
The Indenture permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of the Debt Securities of each series affected thereby at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Debt Securities of
each series at the time Outstanding, on behalf of the Holders of all Debt
Securities of each such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Debenture
shall be conclusive and binding upon such Holder and upon all future Holders of
this Debenture and of any Debenture issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Debenture.
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No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture, and subject to certain limitations herein
and therein set forth, the transfer of this Debenture may be registered in the
Debt Security Register of the Company upon surrender of this Debenture for
registration of transfer at the office or agency of the Company in Wilmington,
Delaware, duly endorsed by, or accompanied by this Debenture and a written
instrument of transfer in form satisfactory to the Company duly executed by,
the Holder hereof or by his attorney duly authorized in writing and thereupon
one or more new Debentures, in authorized denominations, having the same terms
and conditions and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
As provided in the Indenture, and subject to certain limitations herein
and therein set forth, this Debenture is exchangeable for a like aggregate
principal amount of Debentures having the same terms and conditions, in
authorized denominations, as requested by the Holder surrendering the same.
No service charge will be made for any registration of transfer or
exchange of Debentures, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Debentures are issuable only in fully registered form without
coupons in denominations of $1,000 and any integral multiple in excess thereof.
Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debenture is registered as the owner
hereof for all purposes, whether or not this Debenture be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Debentures are subject to satisfaction and discharge and defeasance
as provided in Article Four of the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the first page of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -- ____________ Custodian _____________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
____________________________________
(State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security Number or Other Identifying Number of Assignee:
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE:
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing
attorney to transfer said Debenture on the books of the Company, with full
power of substitution in the premises.
Dated: ____________________________________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the first page of this Debenture in every
particular, without alteration or enlargement or any change
whatsoever.
SIGNATURE GUARANTEED
_______________________________
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