-----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, Goq7vDfwWNJtdLaAxiQ+8Ej1VBh7fi8D3MFrZnjRGOxkkx5yRcKMyDK1LOjRVSJ2 J0SEjJYVMYzqP+ccs6MEQQ== 0000074260-04-000014.txt : 20040217 0000074260-04-000014.hdr.sgml : 20040216 20040217150757 ACCESSION NUMBER: 0000074260-04-000014 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 SUBJECT COMPANY: 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-03156 FILM NUMBER: 04607854 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTER CAPITAL CO OF CHICAGO CENTRAL INDEX KEY: 0001055677 IRS NUMBER: 364132860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 307 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123468100 MAIL ADDRESS: STREET 1: 307 NORTH MICHIGAN AVENUE CITY: CHICAGO STATE: IL ZIP: 60601 SC 13G 1 sch13g.txt ICCC SECURITIES OWNERSHIP REPORT OF ORI STOCK SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Old Republic International Corporation (NAME OF ISSUER) Common Stock, $1.00 Par Value (TITLE OF CLASS OF SECURITIES) 680223-104 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). 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 NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 9,623,132 REPORTING PERSON 7. SOLE DISPOSITIVE POWER WITH 0 8. SHARED DISPOSITIVE POWER 9,623,132 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,623,132 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 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: 9,623,132 (b) Percent of Class: 5.3% (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: 9,623,132 (iii) sole power to dispose or direct the disposition of: 0 (iv) shared power to dispose or direct the disposition of: 9,623,132 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, 2004 INTER CAPITAL COMPANY OF CHICAGO (not in its individual or corporate capacity but solely as Trustee) /s/ A.C. Zucaro -------------------------------------- A. C. Zucaro, President -----END PRIVACY-ENHANCED MESSAGE-----