Current Report Filing (8-k)

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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) March 12, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock / $1 par value		ORI		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events

Old Republic International Corporation (“ ORI or the Company”) today announced that its Employees Savings & Stock Ownership Plan ("ESSOP") plans to acquire up to 3,000,000 shares of Old Republic Common shares in open-market purchases, as market conditions may warrant. As of December 31, 2019 the ESSOP held approximately 15.3 million ORI Common shares or approximately 5.1% of all shares then outstanding. Assuming all shares are ultimately acquired, the ESSOP would own approximately 18.3 million ORI Common shares or approximately 6.1% of all currently outstanding Common shares of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

        99.1 News Press Release dated March 12, 2020

104 Cover page Interactive Data file (embedded within Inline XBRL document)

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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: March 12, 2020	By: /s/  John R, Heitkamp, Jr.
		John R. Heitkamp, Jr.
		Senior Vice President,
		Secretary and General Counsel