-----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, GpwrPQ6HJD3bygL9KtAB5QNHKkNvEf7/PZv+gHKMgC3RSRftsrceJuTn1N4YdAQP sKUxZ6ZglolVlLnkerL8mA== 0000074260-05-000131.txt : 20051208 0000074260-05-000131.hdr.sgml : 20051208 20051208170816 ACCESSION NUMBER: 0000074260-05-000131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051208 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051208 DATE AS OF CHANGE: 20051208 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: 051253261 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 f8k120805.txt ORI FORM 8K PRESS RELEASE DATED DECEMBER 8, 2005 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) Decmeber 8, 2005 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events ------------ On December 8, 2005, Old Republic International Corporation announced that its Board of Directors declared a special cash dividend of $1.00 per share of common stock. The dividend is payable on December 30, 2005 to shareholders of record on December 20, 2005. At the same time, the directors also declared a 25 percent stock dividend on the Company's outstanding common stock. The additional shares will be issued on or about December 30, 2005 to shareholders of record on December 20, 2005. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press Release dated December 8, 2005. 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: December 8, 2005 By: /s/ Karl W. Mueller ----------------------------------- Karl W. Mueller Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS ----------------- Exhibits 99.1 Press Release dated December 8, 2005. EX-99 2 ex991.txt EX 99.1 PRESS RELEASE DATED DECEMBER 8, 2005 Exhibit 99.1 NEWS BULLETIN - -------------------------------------------------------------------------------- Old Republic International Corporation 307 North Michigan Avenue, Chicago, Illinois 60601-5382, 312/346-8100 - -------------------------------------------------------------------------------- For Further Information: AT OLD REPUBLIC: A.C. Zucaro Chairman & CEO (312) 346-8100 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 THURSDAY, DECEMBER 8, 2005 OLD REPUBLIC DECLARES SPECIAL CASH DIVIDEND OF $1.00 PER SHARE; COMPANY ALSO ANNOUNCES 25% STOCK DIVIDEND CHICAGO-December 8, 2005-Old Republic International Corporation (NYSE: ORI) announced today that its Board of Directors declared a special year-end cash dividend of $1.00 per share of common stock. The dividend is payable on December 30, 2005 to shareholders of record on December 20, 2005. Together with the previously declared regular quarterly cash dividends aggregating 64 cents per share for the year, this special dividend will bring the total 2005 payout to $1.64 per existing common share. At the same time, the directors also declared a 25 percent stock dividend on the Company's outstanding common stock. The additional shares will be issued on or about December 30, 2005 to shareholders of record on December 20, 2005. Currently the Company has approximately 183.5 million common shares issued and outstanding, and the additional shares will bring this total to approximately 229.4 million shares. Al Zucaro, chairman and chief executive officer commented, "The special cash dividend reflects the Company's strong long-term results. It rewards all shareholders through a distribution of capital funds in excess of those currently needed to achieve Old Republic's intermediate term growth objectives, and is consistent with our expectations for continued growth of the shareholders' equity account. Our insurance company subsidiaries continue to be well capitalized, highly rated by independent rating agencies, and fully capable of contributing to that growth through focused underwriting of existing or additional business lines we may select. As with past stock dividends or splits, this latest distribution is intended to increase the liquidity and marketability of Old Republic's common shares, and makes the purchase of round lots accessible to a greater number of individual shareholders." -more- Old Republic International Corporation Add -1- Old Republic has paid regular cash dividends on its common shares without interruption for each of the past 64 years. The regular annual cash dividend rate, which is usually reviewed at the March meeting of the Board of Directors, has been increased in each of the past 24 years. With this latest issuance, stock dividends or splits will have been effected in 23 of the past 39 years. 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 primarily in the property and liability, mortgage guaranty, and title insurance fields. One of the nation's 50 largest publicly owned insurance organizations, Old Republic has assets of approximately $11.3 billion and shareholders' equity of $4.1 billion or $22.53 per share. Its current stock market valuation is approximately $4.9 billion, or $26.90 per share. -30- -----END PRIVACY-ENHANCED MESSAGE-----