Document


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 15, 2018

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o



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Item 8.01.    Other Events.

Old Republic International Corporation reported on March 15, 2018 that the Company’s Convertible Senior Notes due March 15, 2018 converted to Common Stock. With the conversion of these notes, the Company’s Common Stock outstanding, as of March 15, 2018, has risen to approximately 301,900,000 shares.
A copy of the Company’s News Release is incorporated by reference as an exhibit.

 

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

99.1 News Release dated March 15, 2018.





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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 15, 2018
By: /s/ John R. Heitkamp, Jr.                                        
 
 
John R. Heitkamp, Jr.
 
 
Senior Vice President,
 
 
Secretary and General Counsel
 
 
 

     
                                                                                        

 
 

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INDEX TO EXHIBITS
-----------------


Exhibits

99.1 News Release dated, March 15, 2018



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