As filed with the Securities and Exchange Commission on November 16, 2001
Registration No. 333- _____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________________________________
OHIO CASUALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0783294
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9450 Seward Road, Fairfield, Ohio 45014
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(Address of Principal Executive Offices) (Zip Code)
Employment Agreement,
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effective as of December 12, 2000,
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between Ohio Casualty Corporation
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and Dan R. Carmichael
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(Full title of the plan)
Howard L. Sloneker III
Senior Vice President and Secretary
Ohio Casualty Corporation
9450 Seward Road
Fairfield, Ohio 45014
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(Name and address of agent for service)
(513) 603-4801
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(Telephone number, including area code, of agent for service)
___________________________
Index to Exhibits at pages 14-15.
[Continuation of Facing Page]
Calculation of Registration Fee
_________________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
__________________________________________________________________________________
Common Shares, 1,200,000 (1) $15,140,000 $3,785.00
$.125 Par Value(2)
__________________________________________________________________________________
(1) Of the 1,200,000 shares being registered, 400,000 may be purchased at
$9.75 per share. The offering price of the remaining 800,000 shares, which
have been reserved for the future grant of options, has been determined, for
the purpose of calculating the aggregate offering price and the registration
fee pursuant to Rule 457 (h), as $14.05 per share on November 15, 2001.
(2) This Registration Statement also covers related Common Share Purchase
Rights (the "Rights") which evidence the right to purchase, under certain
conditions, one Common Share, $.125 par value. Registrant is required to
deliver one-half of one Right with each Common Share that becomes outstanding
until the "distribution date" (as defined in the Amended and Restated Rights
Agreement dated as of February 19, 1998 between the Registrant and First
Chicago Trust Company of New York as Rights Agent) for the Rights, at which
date the Rights will commence trading separately from the Common Shares.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The Annual Report on Form 10-K for the fiscal year ended December 31,
2000, of Ohio Casualty Corporation (the "Registrant") and all other reports
filed with the Securities and Exchange Commission (the "Commission") pursuant
to the requirements of Section 13 (a) or Section 15 (d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Current Report on Form 8-K filed with the Commission on December
15, 1998, and the description of the Common Share Purchase Rights of the
Registrant contained in the Registrant's Form 8-A/A Amendment No. 4 filed with
the Commission on July 2, 1999, or contained in any subsequent amendment or
report filed for the purpose of updating such descriptions, are hereby
incorporated by reference.
Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Section 13(a), 13(c), 14 or 15 (d) of the
Exchange Act subsequent to the date hereof and prior to the completion of the
offering contemplated hereby, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Executive Compensation
Committee of the Board of Directors of the Registrant on executive compensation
and no performance graph included in any proxy statement or information
statement filed pursuant to Section 14 of the Exchange Act shall be deemed to
be incorporated herein by reference.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Article V of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant. Article V
provides:
Section 1. Mandatory Indemnification. The corporation shall
indemnify (A) any officer or director of the corporation and (B) any person
(including an officer or director of the corporation) who has served or is
serving at the request of the corporation as a director, trustee or officer of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation) by reason of the fact that he
is or was a director, trustee, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust, or other
enterprise, against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under this Section 1 shall be presumed in
respect of any act or omission giving rise to such claim for indemnification,
to have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal matter, to have had no reasonable cause to believe his conduct was
unlawful, and the termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, rebut such presumption.
Section 2. Court-Approved Indemnification. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify (i) any officer or director of
the corporation, or (ii) any person (including an officer or director of the
corporation) who has served or is serving at the request of the corporation as
a director, trustee or officer of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other enterprise
who was a party to any completed action or suit instituted by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in such action or
suit as to which he shall have been adjudged to be liable for gross negligence
or misconduct (other than negligence) in the performance of his duty to the
corporation unless and only to the extent that the Court of Common Pleas of
Butler County, Ohio or the court in which such action or suit was brought shall
determine upon application that
despite such adjudication of liability, and in view of all the circumstances
of the case, he is fairly and reasonably entitled to such indemnity as such
Court of Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by
this Section 2.
Section 3. Indemnification for Expenses. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent that an
officer or director of the corporation or any person (including an officer or
director of the corporation) who has served or is serving at the request of the
corporation as a director, trustee or officer of another corporation (domestic
or foreign, nonprofit or for profit), partnership, joint venture, trust or
other enterprise has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 1, or in defense of any
claim, issue or matter therein, he shall be promptly indemnified by the
corporation against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs) actually and
reasonably incurred by him in connection therewith.
Section 4. Determination Required. Any indemnification required
under Section 1 and not precluded under Section 2 shall be made by the
corporation only upon a determination that such indemnification is proper in
the circumstances because the person has met the applicable standard of conduct
set forth in Section 1. Such determination may be made only (A) by a majority
vote of a quorum consisting of directors of the corporation who were not and
are not parties to, or threatened with, any such action, suit or proceeding or
(B) if such a quorum is not obtainable or if a majority of a quorum of
disinterested directors so directs, in a written opinion by independent legal
counsel other than an attorney, or a firm having associated with it an
attorney, who has been retained by or who has performed services for the
corporation, or any person to be indemnified, within the past five years or (C)
by the shareholders or (D) by the Court of Common Pleas of Butler County, Ohio
or (if the corporation is a party thereto) the court in which such action, suit
or proceeding was brought, if any; any such determination may be made by a
court under subparagraph (D) of this Section at any time (including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been
denied or disregarded by the disinterested directors under subparagraph (A) or
by independent legal counsel under subparagraph (B) or by the shareholders
under subparagraph (C) of this Section); and no failure for any reason to make
any such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under subparagraph (A) or by
independent legal counsel under subparagraph (B) or by shareholders under
subparagraph (C) of this Section shall be evidence in rebuttal of the
presumption recited in Section 1. Any determination made by the disinterested
directors under subparagraph (A) of this Section or by independent legal
counsel under subparagraph (B) of this Section to make indemnification in
respect of any claim, issue or matter asserted in an action or suit threatened
or brought by or in the right of the corporation shall be promptly communicated
to the person who threatened or brought such action or suit, and within ten
(10) days after receipt of such notification such person shall have the right
to petition the Court of Common Pleas of Butler County, Ohio or the court in
which such action or suit was brought, if any, to review the reasonableness of
such determination.
Section 5. Advances for Expenses. Expenses (including, without
limitation, attorneys fees, filing fees, court reporters' fees and transcript
costs) incurred in defending any action, suit or proceeding referred to in
Section 1 shall be paid by the corporation in advance of the final disposition
of such action, suit or proceeding to or on behalf of the officer, Director or
other person entitled to indemnity under Section 1 promptly as such expenses
are incurred by him, but only if such officer, Director or other person shall
first agree, in writing, to repay all amounts so paid in respect of any claim,
issue or other matter asserted in such action, suit or proceeding in defense of
which he shall not have been successful on the merits or otherwise:
(A) unless it shall ultimately be determined as provided in Section
4 that he is not entitled to be indemnified by the corporation as provided
under Section 1; or
(B) if, in respect of any claim, issue or other matter asserted by
or in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for gross negligence or misconduct (other than
negligence) in the performance of his duty to the corporation, unless and only
to the extent that the Court of Common Pleas of Butler County, Ohio or the
court in which such action or suit was brought shall determine upon application
that, despite such adjudication of liability, and in view of all the
circumstances, he is fairly and reasonably entitled to all or part of such
indemnification.
Section 6. Article V Not Exclusive. The indemnification provided
by this Article V shall not be deemed exclusive of any other rights to which
any person seeking indemnification may be entitled under the Articles or the
Regulations or any agreement, vote of shareholders of the corporation or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or director of
the corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 7. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, trustee, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust, or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the obligation or the power to
indemnify him against such liability under the provisions of this Article V.
Section 8. Certain Definitions. For purposes of this Article V,
and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article V
shall be deemed to have been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 1, or in defense of
any claim, issue or other matter therein, if such action, suit or proceeding
shall be terminated as to such person, with or without prejudice, without the
entry of a judgment or order against him, without a conviction of him, without
the imposition of
a fine upon him, and without his payment or agreement to pay any amount in
settlement thereof (whether or not any such termination is based upon a
judicial or other determination of lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interest of the corporation" within the meaning of that term as used in this
Article V.
Section 9. Venue. Any action, suit or proceeding to determine a
claim for indemnification under this Article V may be maintained by the person
claiming such indemnification, or by the corporation, in the Court of Common
Pleas of Butler County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction over
its or his person by the Court of Common Pleas of Butler County, Ohio in any
such action, suit or proceeding.
Division (E) of Section 1701.13 of the Ohio Revised Code addresses
indemnification by an Ohio corporation and provides as follows:
(E) (1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that he
is or was a director, officer, employee, or agent of the corporation, or is or
was serving at
the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, except that no indemnification shall be
made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, the court of
common pleas or the court in which such action or suit was brought determines,
upon application, that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or such
other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in division (E) (1) or
(2) of this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E) (1) or (2) of this
section, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification of
the director, trustee, officer, employee, member, manager, or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in division (E) (1) or (2) of this section. Such determination shall be
made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or threatened
with the action, suit, or proceeding referred to in division (E) (1) or (2) of
this section;
(b) If the quorum described in division (E) (4) (a) of this
section is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation or any person to
be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E) (1) or (2) of this
section was brought.
Any determination made by the disinterested directors under division
(E) (4) (a) or by independent legal counsel under division (E) (4) (b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and, within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.
(5) (a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in division (E) (1)
or (2) of this section, the articles or the regulations of a corporation state,
by specific reference to this division, that the provisions of this division do
not apply to the corporation and unless the only liability asserted against a
director in an action, suit, or proceeding referred to in division (E) (1) or
(2) of this section is pursuant to section 1701.95 of the Revised Code,
expenses, including attorneys' fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director in
which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury
to the corporation or undertaken with reckless disregard for the best interests
of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorneys' fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in defending
any action, suit, or proceeding referred to in division (E) (1) or (2) of this
section, may be paid by the corporation as they are incurred, in advance of the
final disposition of the action, suit, or proceeding, as authorized by the
directors in the specific case, upon receipt of an undertaking by or on behalf
of the director, trustee, officer, employee, member, manager, or agent to repay
such amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement, a
vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity while
holding their offices or positions, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, member, manager, or agent
and shall inure to the benefit of the heirs, executors, and administrators of
such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds, letters
of credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited
liability company, or a partnership, joint
venture, trust, or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section. Insurance may be purchased from or
maintained with a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E) (1) or (2) of this section does not limit the payment
of expenses as they are incurred, indemnification, insurance, or other
protection that may be provided pursuant to divisions (E) (5), (6), and (7) of
this section. Divisions (E) (1) and (2) of this section do not create any
obligation to repay or return payments made by the corporation pursuant to
division (E) (5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, trustee, member, manager, or agent of such a constituent entity, or
is or was serving at the request of such constituent entity as a director,
trustee, officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same
capacity.
The Registrant has purchased insurance coverage under a policy which
insures directors and officers against certain liabilities which might be
incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached hereto at pages 14 - 15.
Item 9. Undertakings.
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10 (a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs A (1) (i) and A (1) (ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15 (d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effect amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Part II, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fairfield, State of Ohio, on the 16th day of
November, 2001.
OHIO CASUALTY CORPORATION
By:____________________________
Dan R. Carmichael, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the following page by the persons
and in the capacities and on the dates indicated:
Signature Title Date
- ---------- ----------- ----------------
Dan R. Carmichael
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Dan R. Carmichael President and Chief Executive November 16, 2001
Officer; Director
* Donald F. McKee
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Donald F. McKee Chief Financial Officer November 16, 2001
* Howard L. Sloneker III
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Howard L. Sloneker III Sr. Vice President and Secretary; November 16, 2001
Director
* Terrence J. Baehr
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Terrence J. Baehr Director November 16, 2001
* Arthur J. Bennert
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Arthur J. Bennert Director November 16, 2001
* Jack E. Brown
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Jack E. Brown Director November 16, 2001
* Wayne R. Embry
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Wayne R. Embry Director November 16, 2001
* Stephen S. Marcum
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Stephen S. Marcum Director November 16, 2001
* Stanley N. Pontius
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Stanley N. Pontius Director November 16, 2001
* Edward T. Roeding
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Edward T. Roeding Director November 16, 2001
*Pursuant to Power of Attorney
Dan R. Carmichael
(Attorney-in-Fact)
INDEX TO EXHIBITS
Exhibit No. Description Location
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4 (a) Certificate of Amended Articles of Incorporated by reference to Exhibit
Incorporation of Ohio Casualty 4(a) of the Registrant's Current
Corporation (the "Registrant") as Report on Form 8-K filed with the
filed with the Ohio Secretary of Securities and Exchange Commission on
State on May 25, 1983 December 15, 1998.
4 (b) Certificate of Amendments to the Incorporated by reference to Exhibit
Articles of Incorporation of the 4(b) of the Registrant's Current
Registrant as filed with the Ohio Report on Form 8-K filed with the
Secretary of State on November 21, Securities and Exchange Commission on
1986 December 15, 1998.
4 (c) Certificate of Amendment to Amended Incorporated by reference to Exhibit
Articles of Incorporation of the 4(c) of the Registrant's Current
Registrant as filed with the Ohio Report on Form 8-K filed with the
Secretary of State on April 29, Securities and Exchange Commission on
1992 December 15, 1998.
4 (d) Certificate of Amendment to Amended Incorporated by reference to Exhibit
Articles of Incorporation of the 4(d) of the Registrant's Current
Registrant as filed with the Ohio Report on Form 8-K filed with the
Secretary of State on April 30, Securities and Exchange Commission on
1996 December 15, 1998.
4 (e) Certificate of Amendment by Incorporated by reference to Exhibit
Shareholders to Articles of the 4(e) of the Registrant's Form S-8
Registrant as filed with the Ohio filed with the Securities and
Secretary of State on May 10, 2000. Exchange Commission on August 3, 2000
(SEC Registration 333-42942).
4 (f) Amended Articles of Incorporation Incorporated by reference to Exhibit
of the Registrant (reflecting 4(f) of the Registrant's Form S-8
amendments through May 10, 2000) filed with the Securities and
[for SEC reporting compliance Exchange Commission on August 3, 2000
purposes only, not filed with Ohio (SEC Registration 333-42942).
Secretary of State]
Exhibit No. Description Location
- ----------- ----------- --------
4 (g) Code of Regulations of the Registrant Incorporated by reference to 4(f) of
the Registrant's Current Report, on
Form 8-K filed with the Securities
and Exchange Commission on December
15, 1998.
4 (h) Certificate of Amendment to the Incorporated by reference to Exhibit
Code of Regulations of the 4(h) of the Registrant's Form S-8
Registrant regarding adoption of filed with the Securities and
amendments to Section 10 of Article Exchange Commission on August 3, 2000
I of the Code of Regulations on (SEC Registration 333-42942).
April 26, 2000.
4 (i) Code of Regulations of the Incorporated by reference to Exhibit
Registrant (reflecting amendments 4(i) of the Registrant's Form S-8
through April 26, 2000; for SEC filed with the Securities and
reporting compliance purposes only) Exchange Commission on August 3, 2000
(SEC Registration 333-42942).
4 (j) Amended and Restated Rights Incorporated by reference to Exhibit
Agreement, dated as of February 19, 4(g) of the Registrant's Form 8-A/A
1998 between the Registrant and Amendment No. 3 dated February 19,
First Chicago Trust Company of New 1998 and filed with the Securities
York as Rights Agent and Exchange Commission on March 5, 1998.
4 (k) Certificate of Adjustment by the Incorporated by reference to Exhibit
Registrant dated as of July 1, 1999 9 of the Registrant's Form 8-A/A
Amendment No. 4 dated July 1, 1999
and filed with the Securities and
Exchange Commission on July 2, 1999.
23 Consent of PricewaterhouseCoopers LLP Filed herewith.
24 Powers of Attorney Filed herewith.