UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
OLD REPUBLIC INTERNATIONAL CORPORATION
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(NAME OF ISSUER)
Common Stock, $1.00 Par Value
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(TITLE OF CLASS OF SECURITIES)
680223-104
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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).
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CUSIP NO. 680223-104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
INTER CAPITAL COMPANY OF CHICAGO (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").
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
Inter Capital Company of Chicago is a Delaware corporation
5. SOLE VOTING POWER
NUMBER OF 0 (as of 12/31/98)
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 7,102,553 (as of 12/31/98)
EACH
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 0 (as of 12/31/98)
WITH
8. SHARED DISPOSITIVE POWER
7,102,553 (as of 12/31/98)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,102,553 (as of 12/31/98)
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
5.3%
12. TYPE OF REPORTING PERSON
CO, EP
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The filing of this Statement on Schedule 13G is made by Inter Capital Company of
Chicago 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 for 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
307 North Michigan Avenue, Chicago, Illinois 60601
Item 2(c) CITIZENSHIP:
Inter Capital Company of Chicago is a Delaware corporation
Item 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which the Statement relates is
the Common Stock of the Issuer.
Item 2(e) CUSIP NUMBER:
The CUSIP number of the Common Stock is 680223-104
Item 3 THE PERSON FILING THIS STATEMENT IS A:
[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: 7,102,553
(b) Percent of Class: 5.3% (as of 12/31/98)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
7,102,553 <F1>
(iii) sole power to dispose or direct the disposition of:
0
(iv) shared power to dispose or direct the disposition of:
7,102,553 <F1>
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<PAGE>
<F1> ESSOP Participants have the right to direct the Trustee in the voting of
Common 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, the Plan's Administration
Committee will direct the Trustee to vote such shares as it sees fit.
Decisions as to purchases, dispositions or tenders of the Common 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 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 11, 1999
INTER CAPITAL COMPANY OF CHICAGO
(not in its individual or corporate
capacity but solely as Trustee)
/s/ A. C. Zucaro
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President
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