REGISTRATION NO. 333-43311
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 7, 1998
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
OLD REPUBLIC INTERNATIONAL
CORPORATION DELAWARE 36-2678171
(EXACT NAME OF (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
REGISTRANT AS INCORPORATION OR ORGANIZATION) IDENTIFICATION
SPECIFIED IN ITS NUMBER)
CHARTER)
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601-5382
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SPENCER LEROY III, ESQUIRE
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601-5382
(312) 346-8100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------
COPIES TO:
KURT W. FLORIAN, ESQUIRE
LORD, BISSELL & BROOK
115 SOUTH LA SALLE STREET
CHICAGO, ILLINOIS 60603
(312) 443-1728
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective.
-----------------------------
1
<PAGE>
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities being offered only in connection
with dividend or interest reinvestment plans, please check the following box.
|X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
2
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. LIST OF EXHIBITS.
EXHIBIT
1.1+ Form of Underwriting Agreement (Debt)
1.2+ Form of Underwriting Agreement (Equity)
1.3+ Form of Underwriting Agreement (Stock Purchase Contracts)
1.4+ Form of Underwriting Agreement (Stock Purchase Units)
3.1 Restated Certificate of Incorporation of the Corporation
(incorporated herein by reference to Exhibit 3(A) to the
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995).
3.2** Amended and Restated Bylaws of the Corporation.
4.1 Indenture dated as of August 15, 1992 between the Corporation
and Wilmington Trust Company, as trustee (incorporated herein
by reference to Exhibit 4(G) to the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1993).
4.2 Supplemental Indenture No. 1 dated as of June 16, 1997
supplementing the Indenture (incorporated herein by reference
to Exhibit 4.3 to the Corporation's Registration Statement on
Form 8-A filed on June 16, 1997).
4.3* Supplemental Indenture No. 2 dated as of December 31, 1997
supplementing the Indenture.
4.4+ Form of Deposit Agreement
4.5+ Form of Purchase Contract Agreement
4.6+ Form of Pledge Agreement
4.7 Certificate of Designations of Series G-2 Convertible
Preferred Stock (incorporated herein by reference to Exhibit
4(A) to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995)
4.8 Amended and Restated Rights Agreement dated May 15, 1997
between the Corporation and The First Chicago Trust Company of
New York (incorporated herein by reference to Exhibit 4.1 to
the Corporation's Current Report on Form 8-K filed on May 30,
1997).
4.9 Certificate of Designations of Series A Junior Participating
Preferred Stock (incorporated herein by reference to Exhibit
4.1 to the Corporation's Current Report on Form 8-K filed
on May 30, 1997).
4.10 Agreement to furnish certain long-term debt instruments to the
Securities and Exchange Commission upon request (incorporated
herein by reference to Exhibit 4(D) to the Corporation's Form
8 filed on August 28, 1987).
5.1* Opinion of Spencer LeRoy III.
12.1* Statement re:Computation of ratio of earnings to fixed charges
12.2* Statement re:Computation of ratio of earnings to combined
fixed charges and preferred stock dividends
23.1** Consent of Coopers & Lybrand L.L.P.
23.2* Consent of Spencer LeRoy III (included in Exhibit 5.1)
24.1** Powers of Attorney for the Corporation (included in signature
pages)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Trustee, under the Indenture (incorporated herein by reference
to Exhibit 26 to the Corporation's Registration Statement No.
33-49064 on Form S-3, declared effective August 18, 1992).
- --------
+ To be filed under subsequent Form 8-K
* Filed herewith
** Previously filed
3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON JANUARY
7, 1998
Old Republic International Corporation
By: /s/ A. C. Zucaro
-----------------------------------
NAME: A. C. ZUCARO
TITLE: CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
/s/ A. C. Zucaro Chairman, President January 7, 1998
- ----------------------- and Chief Executive
A. C. ZUCARO Officer (Principal
Executive Officer)
/s/ Paul D. Adams Senior Vice January 7, 1998
- ---------------------- President, Chief Financial
PAUL D. ADAMS Officer and Treasurer
(Principal Financial Officer)
/s/Harrington Bischof* Director January 7, 1998
- ----------------------
HARRINGTON BISCHOF
/s/Anthony F. Colao* Senior Vice President January 7, 1998
- ---------------------- and Director
ANTHONY F. COLAO
/s/Kurt W. Kreyling* Director January 7, 1998
- ----------------------
KURT W. KREYLING
/s/William G. White, Jr.* Director January 7, 1998
- -------------------------
WILLIAM G. WHITE, JR.
/s/Jimmy A. Dew* Director January 7, 1998
- -------------------------
JIMMY A. DEW
/s/Wilbur S. Legg* Director January 7, 1998
- -------------------------
WILBUR S. LEGG
/s/John W. Popp* Director January 7, 1998
- -------------------------
JOHN W. POPP
/s/ David Sursa* Director January 7, 1998
- -------------------------
DAVID SURSA
/s/ Peter Lardner* Director January 7, 1998
- -------------------------
PETER LARDNER
/s/William A. Simpson* Senior Vice President January 7, 1998
- ------------------------- and Director
WILLIAM A. SIMPSON
/s/Arnold L. Steiner* Director January 7, 1998
- -------------------------
ARNOLD L. STEINER
* By /s/ A.C. Zucaro
- -----------------------
A.C. Zucaro, Attorney-in-fact
Pursuant to a power of attorney
4
Exhibt 4.3
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SUPPLEMENTAL INDENTURE NO. 2
----------------------------
OLD REPUBLIC INTERNATIONAL CORPORATION
to
WILMINGTON TRUST COMPANY
SUPPLEMENTAL INDENTURE NO. 2, dated as of December 31, 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 and Supplemental Indenture No. 1 thereto dated as of June 16,
1997 (as supplemented, 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
WHEREAS, the Company issued a certain series of Debt Securities
designated as the 7% Debentures due June 15, 2007 on June 23, 1997 in the
aggregate principal amount of $115,000,000, and such 7% Debentures due June 15,
2007 remain outstanding; and
WHEREAS, the Company may 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.
1
<PAGE>
NOW THEREFORE, in consideration of the premises, the parties hereby agree
as follows:
1. Covenants.
(a) Section 1006, Limitations on Issue or Disposition of Stock of Principal
Insurance Subsidiaries, of Article Ten (as previously amended purusant to
Supplemental Indenture No. 1) is hereby amended by adding to the beginning
thereof the following clause:
"(a) With respect to the 7% Debentures due June 15, 2007,"
(b) Section 1006, Limitations on Issue or Disposition of Stock of Principal
Insurance Subsidiaries, of Article Ten (as previously amended pursuant to
Supplemental Indenture No. 1) is hereby further amended by adding to the end
thereof the following paragraph:
"(b) With respect to any series of Debt Securities issued
hereunder other than the 7% Debentures due June 15, 2007, this Indenture
shall not prohibit the Company or any Principal Insurance Subsidiary from
issuing, selling, assigning, transferring or otherwise disposing of,
directly or indirectly, any of the capital stock of any Principal
Insurance Subsidiary."
2
<PAGE>
2. 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.
3. 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.
4. Indenture Definitions.
Capitalized terms used in this Supplemental Indenture and not otherwise
defined shall have the meanings ascribed to them in the Indenture.
5. 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.
6. 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.
3
<PAGE>
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, President
and Chief Executive Officer
(Seal) WILMINGTON TRUST COMPANY
as Trustee
Attest:
By:
- ------------------------------ -------------------------------
4
<PAGE>
State of Illinois )
) ss:
County of Cook )
On ______________________, before me personally came A. C. Zucaro, to me
known, who, being by me duly sworn, did depose and say that he is Chairman,
President and Chief Executive Officer 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 ______________________, 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.
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5
Exhibit 5.1
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Old Republic International Corporation
January 7, 1998
Page 1
January 7, 1998
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601
Ladies and Gentlemen:
I am General Counsel of Old Republic International Corporation, a
Delaware corporation (the "Company"). This opinion is rendered in connection
with the Registration Statement on Form S-3 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), with respect to the contemplated
issuance by the Company from time to time of (i) unsecured senior debt
securities and subordinated debt securities (the "Debt Securities"), which may
be issued pursuant to an Indenture dated as of August 15, 1992 between the
Company and Wilmington Trust Company, as Trustee (as supplemented, the
"Indenture"); (ii) shares of preferred stock, par value $.01 per share (the
"Preferred Stock"), which may be represented by depositary shares (the
"Depositary Shares") evidenced by depositary receipts (the "Receipts"); (iii)
shares of common stock of the Company, par value $1.00 per share (the "Common
Stock"); (iv) warrants to purchase Debt Securities, Preferred Stock, Depositary
Shares, Common Stock or other securities or rights (the "Warrants"); and (v)
stock purchase contracts ("Purchase Contracts") which may be issued either alone
or as part of units ("Stock Purchase Units") consisting of a Stock Purchase
Contract and either (x) Debt Securities, (y) debt obligations of third parties
or (z) Preferred Stock.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for the purpose of
rendering this opinion. In addition, this opinion is based upon the assumption
that the Registration Statement and any required post-effective amendments
thereto have become effective under the Act.
On the basis of the foregoing I am of the opinion that:
1. Assuming that any Debt Securities and any supplemental indenture to
be entered into in connection with the issuance of such Debt Securities have
been duly authorized, when (i) the Registration Statement has become effective
under the Act; (ii) a supplemental indenture with respect to the Debt Securities
has been duly authorized, executed and delivered; (iii) the terms of the Debt
Securities and of their issuance and sale have been duly established in
conformity with the Indenture and the applicable supplemental indenture relating
to such Debt
<PAGE>
Old Republic International Corporation
January 7, 1998
Page 2
Securities so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
or regulatory body having jurisdiction over the Company; and (iv) the Debt
Securities have been duly executed and authenticated in accordance with the
Indenture and the applicable supplemental indenture relating to such Debt
Securities, and duly issued and sold as contemplated by the Registration
Statement and any prospectus supplement relating thereto, the Debt Securities
(including any Debt Securities duly issued (x) upon the exchange or conversion
of any shares of Preferred Stock that are exchangeable or convertible into Debt
Securities, (y) upon exercise of any Warrants exercisable for Debt Securities or
(z) as part of Stock Purchase Units ) will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
and other similar laws now or hereafter in effect relating to or affecting
creditors rights generally, and (b) general principles of equity (regardless of
whether considered in a proceeding at law or in equity).
2. Assuming that a Deposit Agreement relating to the Depositary Shares
(the "Deposit Agreement") has been duly authorized, when (i) the Registration
Statement has become effective under the Act; (ii) the Deposit Agreement has
been duly executed and delivered; (iii) the terms of the Depositary Shares and
of their issuance and sale have been duly established in conformity with the
Deposit Agreement relating to such Depositary Shares so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body having
jurisdiction over the Company; (iv) the Preferred Stock has been duly and
properly authorized for issuance and the certificate of designations relating to
the Preferred Stock and setting forth the terms thereof has been filed; (v) such
shares of Preferred Stock have been duly issued and paid for in the manner
contemplated in the Registration Statement and any prospectus supplement
relating thereto; and (vi) the Receipts evidencing the Depositary Shares are
duly issued against the deposit of the Preferred Stock in accordance with the
Deposit Agreement, such Receipts will be validly issued and will entitle the
holders thereof to the rights specified therein and in the Deposit Agreement.
3. Assuming that a Warrant Agreement relating to the Warrants (the
"Warrant Agreement") has been duly authorized, when (i) the Registration
Statement has become effective under the Act; (ii) the Warrant Agreement has
been duly executed and delivered; (iii) the terms of the Warrants and of their
issuance and sale have been duly established in conformity with the Warrant
Agreement relating to such Warrants so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental or regulatory body having jurisdiction over the
Company; and (iv) the
<PAGE>
Old Republic International Corporation
January 7, 1998
Page 3
Warrants have been duly executed and countersigned in accordance with the
Warrant Agreement relating to such Warrants, and issued and sold in the form and
in the manner contemplated in the Registration Statement and any prospectus
supplement relating thereto, such Warrants will constitute valid and legally
binding obligations of the Company enforceable in accordance with their terms,
subject to (a) bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, and (b) general principles of equity
(regardless of whether considered in a proceeding at law or in equity).
4. When (i) the Registration Statement has become effective under the
Act; (ii) the Preferred Stock has been duly and properly authorized for issuance
and the certificate of designations relating to the Preferred Stock and setting
forth the terms thereof has been filed; and (iii) such shares of Preferred Stock
have been duly issued and paid for in the manner contemplated in the
Registration Statement and any prospectus supplement relating thereto, such
shares of Preferred Stock will be validly issued, fully paid and nonassessable.
5. When (i) the Registration Statement has become effective under the
Act; (ii) the shares of Common Stock have been duly and properly authorized for
issuance; and (iii) the shares of Common Stock have been duly issued, sold and
delivered as contemplated in the Registration Statement and any prospectus
supplement relating thereto, the shares of Common Stock (including any Common
Stock duly issued (w) upon the exchange or conversion of any shares of Preferred
Stock that are exchangeable or convertible into Common Stock, (x) upon the
exercise of any Warrants exercisable for Common Stock, (y) upon the conversion
or exchange of any Debt Securities that are convertible or exchangeable into
Common Stock or (z) pursuant to Stock Purchase Contracts), will be validly
issued, fully paid and nonassessable.
6. Assuming that a Purchase Contract Agreement relating to the Purchase
Contracts (the "Purchase Contract Agreement") and such Purchase Contracts have
been duly authorized, when (i) the Registration Statement has become effective
under the Act; (ii) the Purchase Contract Agreement has been duly executed and
delivered; (iii) the terms of the Purchase Contracts have been duly established
so as not to violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental or
regulatory body having jurisdiction over the Company; (iv) the Purchase
Contracts have been duly executed and issued in accordance with the Purchase
Contract Agreement relating to such Purchase Contracts, and issued and sold in
the form and in the manner contemplated in the Registration Statement and any
prospectus supplement relating thereto, such Purchase Contracts will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium and other similar laws now or hereafter in effect relating
to or affecting
<PAGE>
Old Republic International Corporation
January 7, 1998
Page 4
creditors' rights generally, and (b) general principles of equity (regardless of
whether considered in a proceeding at law or in equity).
7. Assuming that the Stock Purchase Units, a Purchase Contract
Agreement relating to the Purchase Contracts comprising a part of the Stock
Purchase Units and such Purchase Contracts have been duly authorized, when (i)
the Registration Statement has become effective under the Act; (ii) the Purchase
Contract Agreement has been duly executed and delivered; (iii) the terms of the
Purchase Contracts and of their issuance and sale have been duly established in
conformity with the Purchase Contract Agreement so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body having
jurisdiction over the Company; and (iv) the Purchase Contracts have been duly
executed and issued in accordance with the Purchase Contract Agreement relating
to such Purchase Contracts, and issued and sold in the form and in the manner
contemplated in the Registration Statement and any prospectus supplement
relating thereto, such Stock Purchase Units will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, subject
to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium
and other similar laws now or hereafter in effect relating to or affecting
creditors' rights generally, and (b) general principles of equity (regardless of
whether considered in a proceeding at law or in equity).
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware and the federal laws of the United States of America. I hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to me in the Registration Statement and the
related prospectus.
Very truly yours,
/s/ Spencer LeRoy III
--------------------------
General Counsel
Exhibit 12.1
------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Whole dollar amounts)
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months
Ended September 30, Years Ended December 31,
------------------------- -----------------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pre-tax operating income $298,860,787 $237,891,764 $327,288,694 $266,261,412 $218,130,617 $203,076,621 $187,914,438
Pre-tax realized
investment gains 17,632,464 13,427,646 15,138,480 49,783,480 7,746,427 40,255,205 62,800,708
------------ ------------ ------------ ------------ ------------ ------------ ------------
Adjusted pre-tax income 316,493,251 251,319,410 342,427,174 316,044,892 225,877,044 243,331,826 250,715,146
Add back fixed charges:
Interest expense 7,059,461 8,961,817 10,855,591 23,024,172 19,819,805 20,029,674 18,178,483
Amortization of debt expenses 28,465 65,429 65,429 248,126 186,848 309,404 127,946
------------ ------------ ------------ ------------ ------------ ------------ ------------
Pretax income as adjusted $323,581,177 $260,346,656 $353,348,194 $339,317,190 $245,883,697 $263,670,904 $269,021,575
============ ============ ============ ============ ============ ============ ============
Fixed charges:
Interest expense $7,059,461 $8,961,817 10,855,591 23,024,172 19,819,805 20,029,674 18,178,483
Amortization of debt expenses 28,465 65,429 65,429 248,126 186,848 309,404 127,946
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total fixed charges $7,087,926 $9,027,246 10,921,020 23,272,298 20,006,653 20,339,078 18,306,429
============ ============ ============ ============ ============ ============ ============
Ratio of earnings
to fixed charges 45.7x 28.8x 32.4x 14.6x 12.3x 13.0x 14.7x
============ ============ ============ ============ ============ ============ ============
</TABLE>
Exhibit 12.2
------------
<TABLE>
OLD REPUBLIC INTERNATIONAL CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
- -----------------------------------------------------------------------------------------------------------------------------------
Nine Months
Ended September 30, Years Ended December 31,
------------------------- -----------------------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pre-tax operating income $298,860,787 $237,891,764 $327,288,694 $266,261,412 $218,130,617 $203,076,621 $187,914,438
Pre-tax realized
investment gains 17,632,464 13,427,646 15,138,480 49,783,480 7,746,427 40,255,205 62,800,708
------------ ------------ ------------ ------------ ------------ ------------ ------------
Adjusted pre-tax income 316,493,251 251,319,410 342,427,174 316,044,892 225,877,044 243,331,826 250,715,146
Add back fixed charges:
Interest expense 7,059,461 8,961,817 10,855,591 23,024,172 19,819,805 20,029,674 18,178,483
Amortization of debt expenses 28,465 65,429 65,429 248,126 186,848 309,404 127,946
------------ ------------ ------------ ------------ ------------ ------------ ------------
Pretax income as adjusted $323,581,177 $260,346,656 $353,348,194 $339,317,190 $245,883,697 $263,670,904 $269,021,575
============ ============ ============ ============ ============ ============ ============
Fixed charges and preferred
stock dividends:
Interest expense $7,059,461 $8,961,817 10,855,591 23,024,172 19,819,805 20,029,674 18,178,483
Amortization of debt expenses 28,465 65,429 65,429 248,126 186,848 309,404 127,946
Preferred stock
dividends (pre-tax) 2,521,854 8,542,205 11,068,960 10,061,185 10,513,404 10,704,012 11,263,608
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total fixed charges and
preferred stock dividends $9,609,780 $17,569,451 $21,989,980 $33,333,483 $30,520,057 $31,043,090 $29,570,037
============ ============ ============ ============ ============ ============ ============
Ratio of earnings to fixed
and preferred stock dividends 33.7x 14.8x 16.1x 10.2x 8.1x 8.5x 9.1x
============ ============ ============ ============ ============ ============ ============
</TABLE>
