-----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, FUtR+hQz8W5mh4HHfLape4nVdQRg4ONBtTOzFAYjoE6zh6cBoqj1ReiuugBs7+Su prmdhukv6lFqlt5jJtzR2Q== 0000914760-97-000023.txt : 19970222 0000914760-97-000023.hdr.sgml : 19970222 ACCESSION NUMBER: 0000914760-97-000023 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NYSE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03156 FILM NUMBER: 97531045 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: LASALLE NATIONAL TRUST N A CENTRAL INDEX KEY: 0000869104 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363698893 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 135 SOUTH LASALLE STREET CITY: CHICAGO STATE: IL ZIP: 60603 MAIL ADDRESS: STREET 1: 135 SOUTH LASALLE ST CITY: CHICAGO STATE: IL ZIP: 60603 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Old Republic International Corporation (NAME OF ISSUER) Common Stock, $1.00 Par Value (TITLE OF CLASS OF SECURITIES) 775707-102 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. 775707-102 1. NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON LASALLE NATIONAL BANK as Successor of LASALLE NATIONAL TRUST, N.A. (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") (Tax Identification No. 36-1521370) 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 LaSalle National Bank is a national banking association organized under the laws of the United States. NUMBER OF 5. SOLE VOTING POWER SHARES 2094 (as of 12/31/96) BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 6,746,469 (as of 12/31/96) EACH 7. SOLE DISPOSITIVE POWER REPORTING 2094 (as of 12/31/96 PERSON 8. SHARED DISPOSITIVE POWER WITH 6,746,469 (as of 12/31/96) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,748,563 (as of 12/31/96) 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 6.75% 12. TYPE OF REPORTING PERSON BK, EP The filing of this Statement on Schedule 13G is made by LaSalle National Bank 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 of 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 c/o LaSalle National Bank, 135 South LaSalle Street, Chicago, Illinois 60603. The address of the Trustee is 135 South LaSalle Street, Chicago, Illinois 60603. Item 2(c) CITIZENSHIP: LaSalle National Bank is a national banking association organized under the laws of the United States. Item 2(d) TITLE OF CLASS OF SECURITIES: The class of equity securities to which this Statement relates is the Common Stock of the Issuer. Item 2(d) CUSIP NUMBER: The CUSIP number of the Common Stock is 775707-102. Item 3 THE PERSON FILING THIS STATEMENT IS A: [b] [x] Bank as defined in Section 3(a)(6) of the Act. [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: 6,748,563 Includes 32,575,883 shares of Series D Cumulative Convertible Preferred Stock which are convertible into Common Stock on a five-to- one basis. Of the 6,746,469 shares held by the Trust, 5,036,337 shares (relating to shares which may be issued upon the conversion of 25,181,683 shares of the issuer's Series D Cummulative Convertible Deferred Stock) are allocated to accounts of participants ("ESSOP Participants") of the Old Republic International Corporation Employees Savings and Stock Ownership Plan ("ESSOP") who can direct the Trustee as to how to vote those shares. (b) Percent of Class: 6.75% (as of 12/31/96) (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2094 (ii) shared power to vote or to direct the vote: 6,746,469 (iii) sole power to dispose or direct the disposition of: 2094 (iv) shared power to dispose or direct the disposition of: 6,746,469 ESSOP Participants have the right to direct the Trustee in the voting of Common Stock and Series D Cumulative Convertible Preferred 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 and Series D Cumulative Convertible Preferred Stock the Plan's Administration Committee will direct the Trustee to vote such shares as it sees fit. This statement also includes 196,717 shares of Common Stock which are held by another custodian under another ESSOP fund but for which the Trustee has voting power. Decisions as to purchases, dispositions or tenders of the Common Stock and Series D Cumulative Convertible Preferred 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 or Series D Cumulative Convertible Preferred 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 12, 1997 Date LASALLE NATIONAL BANK (not in its individual or corporate capacity but solely as Trustee) /s/ Jeffrey S. Schiedemeyer Signature Jeffrey S. Schiedemeyer Vice President Name/Title -----END PRIVACY-ENHANCED MESSAGE-----