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Exhibit 4(f)
OHIO CASUALTY CORPORATION
AMENDED ARTICLES OF INCORPORATION
(reflecting amendments through May 10, 2000)
(for SEC reporting purposes only, not filed with the Secretary of State)
FIRST: The name of the corporation shall be Ohio Casualty
Corporation.
SECOND: The place in the State of Ohio where the principal office of
the corporation is to be located is the City of Fairfield, County of Butler.
THIRD: The purpose for which the corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized number of shares of the corporation shall be
150,000,000, each with a par value of twelve and one-half cents ($.125)
(designated as "Common Shares") and 2,000,000 preferred shares, without par
value (designated as "Preferred Shares"). The express terms of the shares of
each class are as follows:
(A) Express Terms of the Common Shares. The common shares shall be
subject to the express terms of the Preferred Shares and the express terms of
any series thereof. Each common share shall be equal to every other common
share. Subject to the provisions of applicable law and these Amended
Articles, each common share shall entitle the holder thereof to one vote on
each matter properly submitted to the shareholders for their vote, consent,
waiver, release or other action. Subject to any rights to receive dividends
or distributions to which the holders of Preferred Shares may be entitled, the
holders of common shares shall be entitled to receive such dividends or
distributions as may from time to time be declared by the Board of Directors
of the corporation.
(B) Express Terms of the Preferred Shares. The Preferred Shares may be
issued from time to time in one or more series. All Preferred Shares shall be
of equal rank and shall be identical, except in respect of the terms that may
be fixed or changed by the Board of Directors of the corporation as hereinafter
provided, and each share of a series of Preferred Shares shall be identical
with all other shares of such series, except as to the dates from which
dividends or distributions shall be cumulative. Subject to the provisions of
this paragraph (B), which provisions shall apply to all Preferred Shares, the
Board of Directors of the corporation is authorized to cause shares of
Preferred Shares to be issued in one or more series and with respect to each
such series to fix prior to the issuance of shares of such series (and
thereafter, to the extent provided in clause (2) of this paragraph (B))
the following:
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(1) The designation of the series, which may be by distinguishing number,
letter or title:
(2) The authorized number of shares of the series, which number the Board of
Directors of the corporation may (except to the extent otherwise provided in
the creation of the series) increase or decrease from time to time before or
after the issuance of shares of such series (but not below the number of shares
of such series then outstanding);
(3) The dividend or distribution rate of the series;
(4) The dates of payment of dividends or distributions and the dates from
which the dividends or distributions shall be cumulative;
(5) The amounts payable on shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
corporation;
(6) The redemption rights and price or prices for shares of the series;
(7) The sinking fund requirements for the purchase or redemption of shares of
the series;
(8) The conversion rights of the shares of the series;
(9) The restrictions on the issuance of shares of the same series or of any
other class or series; or
(10) Such other terms as the Board of Directors may from time to time be
permitted by law to fix or change.
The Board of Directors of the corporation is authorized to adopt from time to
time amendments to these Amended Articles fixing or changing, with respect to
each such series, the matters described in the preceding clauses (1) through
(10), inclusive, of paragraph (B) above.
Subject to the provisions of applicable law and these Amended Articles, each
Preferred Share shall entitle the holder thereof to one vote on each matter
properly submitted to the shareholders for their vote, consent, waiver, release
or other action. Except as otherwise required by law or these Amended
Articles, the common shares and the Preferred Shares shall be voted together
as a single class.
FIFTH: The Board of Directors of the corporation, when evaluating any
offer of another party to (A) purchase or otherwise acquire all or
substantially all of the properties or assets of the corporation, (B) merge or
consolidate the corporation with or into another corporation or another
person, or (C) make a tender or exchange offer for any equity security of the
corporation, may, in connection with the exercise of its judgment in
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determining what is in the best interests of the corporation and its
shareholders, give due consideration to all relevant factors, including
without limitation (1) the social and economic effects of the proposed
transaction on the employees, shareholders and other constituents of the
corporation and its subsidiaries and on the communities in which the
corporation and its subsidiaries operate or are located, (2) the fairness of
the price or financial terms of the proposal, and (3) the relationship of the
proposal to the value of the corporation in a transaction of a similar type
resulting from arm's length negotiations.
SIXTH: The Board of Directors shall have the power to cause the
corporation from time to time to purchase, hold, sell, transfer or otherwise
deal with its own shares or with any security or other promissory obligation
which may be convertible into its own shares or may authorize the holder
thereof to purchase its own shares, but such authority shall not limit the
plenary authority of the Board of Directors to cause the corporation to
purchase, sell, transfer or otherwise deal with securities and other
promissory obligations which are not so convertible and do not so authorize.
SEVENTH: A director of this corporation shall not be disqualified by
his office from dealing or contracting with the corporation as vendor,
purchaser, employee, agent, or otherwise, nor shall any transaction or
contract or act of this corporation be void or voidable or in any way affected
or invalidated by reason of the fact that any director of any firm of which
any director is a member or any corporation of which any director is a
shareholder or director is in any way interested in such transaction or
contract or act, provided the fact that such director or such firm or such
corporation is so interested shall be disclosed or shall be known to the Board
of Directors or such members thereof as shall be present at any meeting of the
Board of Directors at which action upon any such contract or transaction or
act shall be taken; nor shall any such director be accountable or responsible
to the corporation for or in respect to any such transaction or contract or
act of this corporation or for any gains or profits realized by him by reason
of the fact that he or any firm of which he is a member or any corporation of
which he is a shareholder or director is interested in such transaction or
contract or act; and any such director may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
corporation which shall authorize or take action in respect of any such
contract or transaction or act, and may vote thereat to authorize, ratify or
approve any such contract or transaction or act, with like force and effect as
if he or any firm of which he is a member or any corporation of which he is a
shareholder or director were not interested in such transaction or contract to
act.
EIGHTH: No shareholder of the corporation shall be entitled as such, as
a matter of right, to pre-empt or subscribe for or purchase shares of any
class, now or hereafter authorized, or to purchase or subscribe for securities
or other promissory obligations convertible into or exchangeable for shares of
the corporation or which by warrants or otherwise entitle the holder thereof
to subscribe for or purchase any such shares, except such rights of
subscription or purchase, if any, and at such price or prices and upon such
terms and conditions as the Board of Directors may from time to time
determine.
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NINTH: The Board of Directors may adopt amendments in respect of any
unissued or treasury shares of any class and thereby fix or change: the
division of such shares into series and the designation and authorized number
of shares of each series; the dividend rate; the dates of payment of dividends
and the dates from which they are cumulative; liquidation price; redemption
price; sinking fund requirements; conversion rights, and rights on the
issuance of shares of any class or series.
TENTH: Notwithstanding any provision of the Ohio Revised Code
requiring for any purpose the vote, consent, waiver or release of the holders
of shares of the corporation entitling them to exercise two-thirds (2/3) or
any other proportion of the voting power of the corporation or of any class or
classes thereof, such action, unless expressly otherwise provided by statute,
may be taken by the vote, consent, waiver or release of the holders of the
shares entitling them to exercise not less than a majority of the voting power
of the corporation or of such class or classes; provided, however, that unless
two-thirds (2/3) of the whole authorized number of directors of the
corporation shall recommend the approval of any of the following matters, the
affirmative vote of the holders of shares entitling them to exercise not less
than eighty percent (80%) of the voting power of the corporation entitled to
vote thereon shall be required to adopt:
(1) a proposed amendment to the articles of the corporation;
(2) proposed new regulations, or an alteration, amendment or repeal
of the regulations of the corporation;
(3) an agreement of merger or consolidation providing for the merger
or consolidation of the corporation with or into one or more
other corporations;
(4) a proposed combination or majority share acquisition involving
the issuance of shares of the corporation and requiring
shareholder approval;
(5) a proposal to sell, lease, or exchange all or substantially all of
the property and assets of the corporation;
(6) a proposed dissolution of the corporation; or
(7) a proposal to fix or change the number of directors by action of
the shareholders of the corporation.
The written objection of a director to any such matter submitted to the
president or secretary of the corporation not less than three days before the
meeting of shareholders at which any such matter is to be considered shall be
deemed to be an affirmative vote by such director against such matter.
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ELEVENTH: (A) In addition to any affirmative vote required by
any provision of the Ohio Revised Code or by any other provision hereof, the
affirmative vote or consent of the holders of the greater of (a) four-fifths
(4/5) of the outstanding common shares of the corporation entitled to vote
thereon or (b) that fraction of such outstanding common shares having as the
numerator a number equal to the sum of (i) the number of outstanding common
shares Beneficially Owned by Controlling Persons (as hereinafter defined) plus
(ii) two-thirds (2/3) of the remaining number of outstanding common shares,
and as the denominator a number equal to the total number of outstanding
common shares entitled to vote, shall be required for the adoption or
authorization of a Business Combination (as hereinafter defined) unless:
(1) The Business Combination will result in an involuntary sale,
redemption, cancellation or other termination of ownership of all common shares
of the corporation owned by shareholders who do not vote in favor of, or
consent in writing to, the Business Combination and the cash or fair value of
other readily marketable consideration to be received by such shareholders for
such shares at least be equal to the Minimum Price Per Share (as hereinafter
defined); and
(2) A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934 shall be mailed to the shareholders of the corporation for
the purpose of soliciting shareholder approval of the proposed Business
Combination.
(B) For purposes of this Article ELEVENTH, the following definitions
shall apply:
(1) "Affiliate" shall mean a Person that directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, another Person.
(2) "Associate" shall mean (i) any corporation or organization of
which a Person is an officer or partner or is, directly or indirectly, the
Beneficial Owner of ten percent (10%) or more of any class of equity
securities, (ii) any trust or other estate in which a Person has a ten percent
(10%) or greater individual interest of any nature or as to which a Person
serves as trustee or in a similar fiduciary capacity, (iii) any spouse of a
Person, and (iv) any relative of a Person, or any relative of a spouse of a
Person, who has the same residence as such Person or spouse.
(3) "Beneficial Ownership" shall include without limitation (i) all
shares directly or indirectly owned by a Person, by an Affiliate of such Person
or by an Associate of such Person or such Affiliate,
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(ii) all shares which such Person, Affiliate or Associate has the right to
acquire through the exercise of any option, warrant or right (whether or not
currently exercisable), through the conversion of a security, pursuant to the
power to revoke a trust, discretionary account or similar arrangement, or
pursuant to the automatic termination of a trust, discretionary account or
similar arrangement, and (iii) all shares as to which such Person, Affiliate
or Associate directly or indirectly through any contract, arrangement,
understanding, relationship or otherwise (including without limitation any
written or unwritten agreement to act in concert) has or shares voting power
(which includes the power to vote or to direct the voting of such shares) or
investment power (which includes the power to dispose or to direct the
disposition of such shares) or both.
(4) "Business Combination" shall mean (i) any merger or
consolidation of the corporation with or into a Controlling Person or an
Affiliate of a Controlling Person or an Associate of such Controlling Person
or Affiliate, (ii) any sale, lease, exchange, transfer or other disposition,
including without limitation a mortgage or any other security device of all or
any Substantial Part of the assets of the corporation, including without
limitation any voting securities of a Subsidiary, or of the assets of a
Subsidiary, to a Controlling Person or Affiliate of a Controlling Person or
Associate of such Controlling Person or Affiliate, (iii) any merger into the
corporation, or into a Subsidiary, of a Controlling Person or an Affiliate of
a Controlling Person or an Associate of such Controlling Person or Affiliate,
(iv) any sale, lease, exchange, transfer or other disposition to the
corporation or a Subsidiary of all or any part of the assets of a Controlling
Person or Affiliate of a Controlling Person or Associate of such Controlling
Person or Affiliate but not including any dispositions of assets which, if
included with all other dispositions consummated during the same fiscal year
of the corporation by the same Controlling Person, Affiliates thereof and
Associates of such Controlling Person or Affiliates, would not result in
dispositions during such year by all such Persons of assets having an aggregate
fair value (determined at the time of disposition of the respective assets)
in excess of one percent (1%) of the total consolidated assets of the
corporation (as shown on its certified balance sheet as of the end of the
fiscal year preceding the proposed disposition); provided, however, that in
no event shall any disposition of assets be excepted from shareholder approval
by reason of the preceding exclusion if such disposition when included with all
other dispositions consummated during the same and immediately
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preceding four (4) fiscal years of the corporation by the same Controlling
Person, Affiliate thereof and Associates of such Controlling Person or
Affiliates, would result in disposition by all such Persons of assets having
an aggregate fair value (determined at the time of disposition of the
respective assets) in excess of two percent (2%) of the total consolidated
assets of the corporation (as shown on its certified balance sheet as of the
end of the fiscal year preceding the proposed disposition), (v) any
reclassification of the common shares of the corporation, or any
recapitalization involving common shares of the corporation, consummated
within five (5) years after a Controlling Person becomes a Controlling Person,
and (vi) any agreement, contract or other arrangement providing for any of the
transactions described in the definition of Business Combination.
(5) "Control" shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.
(6) "Controlling Person" shall mean any Person who Beneficially
Owns shares of the corporation entitling that Person to exercise twenty percent
(20%) or more of the voting power of the corporation entitled to vote in the
election of directors.
(7) "Minimum Price Per Share" shall mean the sum of (a) the higher
of (i) the highest gross per share price paid or agreed to be paid to acquire
any common shares of the corporation Beneficially Owned by a Controlling
Person, provided such payment or agreement to make payment was made within five
(5) years immediately prior to the record date set to determine the
shareholders entitled to vote or consent to the Business Combination in
question, or (ii) the highest per share closing public market price for such
common shares during such five (5) year period, plus (b) the aggregate amount,
if any, by which five percent (5%) for each year, beginning on the date on
which such Controlling Person became a Controlling Person, of such higher per
share price exceeds the aggregate amount of all common share dividends per
share paid in cash since the date on which such Person became a Controlling
Person. The calculation of the Minimum Price Per Share shall require
appropriate adjustments for capital changes, including without limitation stock
splits, stock dividends and reverse stock splits.
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(8) "Person" shall mean an individual, a corporation, a
partnership, an association, a joint-stock company, a trust, any unincorporated
organization, a government or political subdivision thereof, and any other
entity.
(9) "Securities Exchange Act of 1934" shall mean the Securities
Exchange Act of 1934, as amended from time to time as well as any successor or
replacement statute.
(10) "Subsidiary" shall mean any corporation more than twenty-five
percent (25%) of whose outstanding securities entitled to vote for the election
of directors are Beneficially Owned by the corporation and/or one or more
Subsidiaries.
(11) "Substantial Part" shall mean more than ten percent (10%) of
the total assets of the corporation in question, as shown on its certified
balance sheet as of the end of the most recent fiscal year ending prior to
the time the determination is being made.
C. During any period in which there are one or more Controlling
Persons, this Article ELEVENTH shall not be altered, changed or repealed unless
the amendment effecting such alteration, change or repeal shall have received,
in addition to any affirmative vote required by any provision of the Ohio
Revised Code or by any other provisions hereof, the affirmative vote or consent
of the holders of the greater of (a) four-fifths (4/5) of the outstanding
common shares of the corporation entitled to vote thereon or (b) that fraction
of such outstanding shares having as the numerator a number equal to the sum of
(i) the number of outstanding common shares Beneficially Owned by Controlling
Persons plus (ii) two-thirds (2/3) of the remaining number of outstanding
common shares, and as the denominator a number equal to the total number of
outstanding common shares entitled to vote.
TWELFTH: These Amended Articles take the place of and supersede
the existing Articles of Ohio Casualty Corporation.
THIRTEENTH: Shareholders shall not have the right to vote
cumulatively in the election of directors.