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) January 24, 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 January 24, 2005, Old Republic International Corporation announced that it would record special post tax charges of approximately $25.5 million, or 14 cents per share in its fourth quarter and year-end 2004 results stemming from a California Court of Appeals ruling affirming a prior trial court verdict against Old Republic Title Company and a write down of previously deferred acquisition costs associated with a life insurance product discontinued near year-end 2004. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press Release dated January 24, 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: January 24, 2005 By: /s/ A.C. Zucaro ----------------------------------- A.C. Zucaro Chairman and Chief Executive Officer INDEX TO EXHIBITS ----------------- Exhibits 99.1 Press Release dated January 24, 2005.