-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MslcVIOElyCAURJVmJ3iHgNYdjuSeBJT460pgq3P+KqUpaOum+wMS+m2lPxkYxeO QxKU+PjV/ZAjUpfzCnl/rQ== 0000074260-04-000077.txt : 20040816 0000074260-04-000077.hdr.sgml : 20040816 20040816104042 ACCESSION NUMBER: 0000074260-04-000077 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040812 ITEM INFORMATION: Other events FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OLD REPUBLIC INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074260 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 362678171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10607 FILM NUMBER: 04976651 BUSINESS ADDRESS: STREET 1: 307 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123468100 MAIL ADDRESS: STREET 1: 307 N MICHIGAN AVE CITY: CHICAGO STATE: IL ZIP: 60601 8-K 1 f8k081204.txt FORM 8K, PRESS RELEASE DATED AUGUST 12, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 12, 2004 OLD REPUBLIC INTERNATIONAL CORPORATION ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 001-10607 36-2678171 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 307 North Michigan Avenue, Chicago, Illinois 60601 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (312) 346-8100 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events and Regulation FD Disclosure ----------------------------------------- On August 12, 2004, Old Republic International Corporation's Board of Directors created two new directorship positions and appointed to those positions, effective immediately, Charles F. Titterton and Dennis Van Mieghem. Mr. Titterton is 62 and retired from Standard & Poor's Corporation where he was an Insurance Group Director for eleven years and prior to that had been a Vice President-Corporate Lending with the Manufacturers Hanover Trust Company for twenty-five years. Mr. Van Mieghem is 64 and a retired partner in the international accounting firm of KPMG, LLP. Mr. Van Mieghem joined the predecessor firm of Peat, Marwick, Mitchell & Co. in 1962, was elected a partner in 1972 and retired in 1998 having served as KPMG's National Tax Practice Director for insurance company taxation. Mr. Titterton and Mr. Van Mieghem are Class 1 and Class 2 Directors, respectively, with terms expiring in 2006 and 2007, respectively. Each of them will serve on the Corporation's Audit Committee. Mr. Titterton will also serve on its Nomination Committee, and Mr. Van Mieghem will also serve on it Compensation Committee Exhibits -------- 99.1 Press Release dated August 12, 2004. 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. OLD REPUBLIC INTERNATIONAL CORPORATION Registrant Date: August 12, 2004 By: /s/ A. C. Zucaro ------------------------------------ Chairman and Chief Executive Officer INDEX TO EXHIBITS ----------------- Exhibits 99.1 Press Release dated August 12, 2004. EX-99 2 ex991.txt EXHIBIT 99.1 PRESS RELEASE DATED AUGUST 12, 2004 Exhibit 99.1 NEWS BULLETIN - -------------------------------------------------------------------------------- Old Republic International Corporation 307 North Michigan Avenue, Chicago, IL 60601-5382 312/346-8100 - -------------------------------------------------------------------------------- For Further Information: AT OLD REPUBLIC: AT FINANCIAL RELATIONS BOARD: A.C. Zucaro George Zagoudis Chairman & CEO General Information (312) 346-8100 (312) 640-6663 gzagoudis@financialrelationsboard.com AT FINANCIAL RELATIONS BOARD: AT FINANCIAL RELATIONS BOARD: Leslie Loyet Tim Grace Analysts/Investors Media Inquiries (312) 640-6672 (312) 640-6667 lloyet@financialrelationsboard.com tgrace@financialrelationsboard.com - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE ORI: NYSE THURSDAY, AUGUST 12, 2004 OLD REPUBLIC INTERNATIONAL CORPORATION APPOINTS CHARLES F. TITTERTON AND DENNIS P. VAN MIEGHEM TO EXPANDED BOARD * * * CHICAGO, August 12, 2004 - Old Republic International Corporation (NYSE: ORI) today announced the expansion of its board of directors from thirteen to fifteen members. While Old Republic's long term objective is to reduce gradually the board size, this expansion is now being effected in anticipation that several existing directors will be retiring or not stand for reelection within the next several years. In this light, the addition of two independent board members at this time provides for a beneficial transition period. Messrs. Charles F. Titterton (62) and Dennis P. Van Mieghem (64) have been appointed to Old Republic's board during a regularly scheduled meeting of its Board of Directors. Charles Titterton, a graduate of Harvard College, holds an MBA degree from New York University. His professional career has encompassed a tour of duty as a U.S. Navy officer, a twenty-five year career with a major banking institution where he ultimately became a senior lending officer specializing in the insurance industry, and a twelve year career with the Standard & Poor's Corporation from which he retired in 2003 as an Insurance Group Director. Dennis P. Van Mieghem, a graduate of the University of Illinois and a CPA, retired in 1998 as a Partner and Director of the National Insurance Tax Practice of the international accounting firm of KPMG, LLP. During his forty year professional career with that firm, Dennis Van Mieghem served a large number of insurance clients in matters of taxation, acquisitions, and corporate reorganizations. He co-authored the highly regarded book Federal Taxation of Insurance Companies. In announcing these appointments, Al Zucaro, Old Republic's chairman and chief executive officer, noted that "Both gentlemen bring significant talents and a wealth of long-term experience in the insurance, and financial and professional services fields that should be of great benefit to the governance of the company in the years ahead." About Old Republic Chicago-based Old Republic International Corporation is an insurance holding company whose subsidiaries market, underwrite and provide risk management services for a wide variety of coverages in the property and liability, mortgage guaranty, title and life and health insurance fields. One of the nation's 50 largest publicly owned insurance organizations, Old Republic has assets of approximately $10.03 billion and capitalization of $3.79 billion. Its current stock market valuation is approximately $4.14 billion. -30- -----END PRIVACY-ENHANCED MESSAGE-----