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 April 1, 2002 (March 19, 2002)
event reported)
OHIO CASUALTY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 0-5544 31-0783294
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
9450 Seward Road, Fairfield, Ohio 45014
(Address of principal executive offices) (Zip Code)
(513) 603-2400
(Registrant's telephone number)
Not Applicable
(Former name or former address, if changed since last report)
Exhibit Index - Page 3
Page 1 of 3 Pages
ITEM 5. Other Events and Regulation FD Disclosure
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On March 19, 2002, Ohio Casualty Corporation (the "Company") issued and sold,
in a private placement, $201,250,000 aggregate principal amount of 5.00%
Convertible Notes (the "Notes") due 2022. The Notes are convertible, subject
to certain conditions, into common stock at an initial conversion rate of
44.2112 common shares per $1,000 principal amount of the Notes, which is
equivalent to an initial conversion price of approximately $22.62 per share.
The Notes were sold to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc. and McDonald Investments Inc. as
"accredited investors" within the meaning of Rule 501 under the Securities Act
of 1933, (the "Act"), in reliance upon the private placement exemption
afforded by Section 4(2) of that Act, and were offered and sold to "qualified
institutional buyers" under Rule 144A of the Securities Act. Pursuant to a
registration rights agreement entered into in connection with the private
offering, the Company has agreed to file a registration statement under the
Act to permit registered resales of the Notes and the common stock issuable
upon conversion of the Notes.
The aggregate offering price of the Notes was $201,250,000, 100% of the
principal amount thereof. The purchase price paid to the Company by the
initial purchasers was the initial offering price less a discount of
$6,707,662, 3.333% of the principal amount of the Notes. The net proceeds
from the sale of the Notes were used to repay borrowings under the Company's
revolving credit facility.
A copy of the Indenture for the convertible Notes offering is attached hereto
as Exhibit 4 and is incorporated herein by reference.
The information included in this report regarding the granting of registration
rights to purchasers of the Notes shall not constitute an offer to sell or the
solicitation of an offer to buy such Notes, nor shall there be any sale of the
Notes in any state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities law of such state.
ITEM 7. Financial Statements and Exhibits
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Exhibit No. Description
----------- -----------
4 Indenture dated March 19, 2002, between the Company
and HSBC Bank USA
Page 2 of 3 Pages
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 thereunto duly authorized.
OHIO CASUALTY CORPORATION
-------------------------
(Registrant)
/s/ Debra K. Crane
---------------------------
April 1, 2002 Debra K. Crane, Senior Vice
President and General Counsel
EXHIBIT INDEX
Current Report on Form 8-K
Dated April 1, 2002
Exhibit No. Description
- ----------- -----------
4 Indenture dated March 19, 2002, between the Company
and HSBS Bank USA
Page 3 of 3 Pages