UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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 2,
2009
INVESTORS
TITLE COMPANY
(Exact
Name of Registrant as Specified in Charter)
North Carolina
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0-11774
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56-1110199
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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121 North Columbia Street, Chapel Hill, North
Carolina
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27514
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (919)
968-2200
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:
[
] 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 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March 2, 2009, the Compensation
Committee of our Board of Directors approved the grant of stock appreciation
rights (“SARs”) under the Investors Title Company 2001 Stock Option and
Restricted Stock Plan, as amended and restated effective May 17, 2006, to each
of our executive officers. J. Allen Fine, our Chief Executive Officer
and Chairman of the Board, James A. Fine, Jr., our President, Chief Financial
Officer and Treasurer, and W. Morris Fine, our Executive Vice President and
Secretary, each received a grant of 25,000 SARs with an exercise price of $27.97
per SAR.
Upon exercise of each SAR, the grantee
is entitled to receive an amount (payable in shares of our common stock) equal
to the difference between the closing price of our common stock on the business
day immediately preceding the date of exercise and the exercise
price. The SARS granted to James A. Fine, Jr. and W. Morris Fine vest
in twelve substantially equal quarterly installments beginning March 31,
2009. The SARs granted to J. Allen Fine vest in two substantially
equal quarterly installments beginning March 31, 2009.
A copy of the form of Investors Title
Company Stock Appreciation Rights Agreement for executive officers is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01.
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Financial
Statements and Exhibits
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(d) Exhibits.
Exhibit
No.
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Description
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|
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10.1
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Form
of Investors Title Company Stock Appreciation Rights Agreement for
executive officers
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SIGNATURE
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 hereunto
duly authorized.
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INVESTORS
TITLE COMPANY
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Date: March
6, 2009
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By:
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/s/ James A. Fine,
Jr.
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James
A. Fine, Jr.
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|
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President,
Treasurer and
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|
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Chief
Financial Officer
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
EXHIBITS
CURRENT
REPORT ON FORM 8-K
Date
of Event Reported:
|
Commission
File No:
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March
2, 2009
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1-11774
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INVESTORS
TITLE COMPANY
EXHIBIT
INDEX
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10.1
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Form of Investors Title Company
Stock Appreciation Rights Agreement for executive
officers
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