As filed with the Securities and Exchange Commission on May 16, 2002
Registration No. 333-________
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)
Ohio Casualty Corporation 2002 Stock Incentive Plan
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(Full title of the plan)
Debra K. Crane
Senior Vice President, General Counsel and Secretary
Ohio Casualty Corporation
9450 Seward Road
Fairfield, Ohio 45014
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(Name and address of agent for service)
(513) 603-2400
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(Telephone number, including area code, of agent for service)
___________________________
Calculation of Registration Fee
Proposed Proposed maximum Amount of
Title of securities Amount to be maximum offering aggregate offering registration
to be registered registered price per unit price (1) fee
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Common Shares,
$.125 Par Value(2) 3,334,458 (1) $68,121,884 $6,267.21
(1) Of the 3,334,458 shares being registered, 1,200 may be purchased at $19.52
per share. The offering price of the remaining 3,333,258 shares which have
been reserved for future grants, has been determined, for the purpose of
calculating the aggregate offering price and the registration fee pursuant to
Rule 457(c) and 457(h) as $20.43 per share on May 14, 2002.
(2) This Registration Statement also includes Rights to purchase Common Shares,
par value $.125 per share, of the Registrant issuable pursuant to 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, as
amended by the First Amendment to Rights Agreement dated November 8, 2001
appointing EquiServe Trust Company, N.A., as successor rights agent.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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Ohio Casualty Corporation (the "Company") hereby incorporates by
reference into this Registration Statement the following documents filed by the
Company 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"):
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, filed with the Commission on March 5,
2002;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2002, filed with the Commission on May 14,
2002;
3. The Company's Current Reports on Form 8-K filed filed with the
Commission on January 4, 2002, March 6, 2002, March 11, 2002,
March 14, 2002, March 19, 2002, April 1, 2002, April 17, 2002
and May 8, 2002;
The description of the Company's Common Shares contained in the
Company'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 Company
contained in the Company'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, 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.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the Common Shares offered hereby will be passed upon
for the Company by Vorys, Sater, Seymour and Pease LLP, 221 E. Fourth Street,
Suite 2100 - Atrium Two, P.O. Box 0236, Cincinnati, Ohio 45201-0236. As of
May 12, 2002, members of Vorys, Sater, Seymour and Pease LLP and attorneys
employed thereby, together with members of their immediate families, owned an
aggregate of 4,332 Common Shares of the Company.
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Item 6. Indemnification of Directors and Officers.
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Article V of the Code of Regulations of the Company 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
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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.
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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 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
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(whether or not any such termination is based upon a judicial or other
determination of the 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 involved 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, member, manager 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 attorney's 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,
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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 attorney's 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 attorney's 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
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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 attorney's 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 attorney's 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
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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, references to
"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 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 Company has purchased insurance coverage under policies which
insure directors and officers against certain liabilities which might be
incurred by them in such capacity. The Registrant has also entered into
indemnification agreements with its directors and officers which require the
registrant to indemnify its directors and officers generally to the extent and
under the circumstances provided in Article V of Company's Code of Regulations.
Section 11.05 of the Ohio Casualty Corporation 2002 Stock Incentive
Plan addresses the indemnification of individuals who serve as members of the
Board of Directors of the Company or who serve as member of the committee of
the Board of Directors of the Company that administers the 2002 Stock Incentive
Plan in respect of matters related to or arising out of the operation of such
Plan. Section 11.05 provides as follows:
11.05 Indemnification. Each individual who is or was a member of the
Committee or of the Board will be indemnified and held harmless by the Company
against and from any loss, cost, liability or expense that may be imposed upon
or reasonably incurred by him or her in connection with or resulting from any
claim, action, suit or proceeding to which he or she may be made a party or in
which he or she may be involved by reason of any action taken or failure to
take action under the Plan as a Committee member and against and from any and
all amounts paid, with the Company's approval, by him or her in settlement of
any matter related to or arising from the Plan as a Committee member; or paid
by him or her in satisfaction of any judgment in any action, suit or proceeding
relating to or arising from the Plan against him or her as a Committee member,
but only if he or she gives the Company an opportunity, at its own expense, to
handle and defend the matter before he or she undertakes to handle and defend
it in his or her own behalf. The right of indemnification described in this
section is not exclusive and
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is independent of any other rights of indemnification to which the individual
may be entitled under the Company's organizational documents, by contract,
as a matter of law, or otherwise.
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 13-15.
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
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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
15th day of May, 2002.
OHIO CASUALTY CORPORATION
By: /s/ Dan R. Carmichael
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Dan R. Carmichael, President and
Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Dan R. Carmichael May 15, 2002
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Dan R. Carmichael President and Chief Executive
Officer; Director
* /s/ Donald F. McKee May 15, 2002
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Donald F. McKee Chief Financial Officer
[Chief Financial and Principal
Accounting Officer]
* /s/ Howard L. Sloneker III May 15, 2002
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Howard L. Sloneker III Director
* /s/ Terrence J. Baehr May 15, 2002
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Terrence J. Baehr Director
* /s/ Jack E. Brown May 15, 2002
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Jack E. Brown Director
* /s/ Catherine E. Dolan May 15, 2002
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Catherine E. Dolan Director
* /s/ Stephen S. Marcum May 15, 2002
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Stephen S. Marcum Director
* /s/ Stanley N. Pontius May 15, 2002
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Stanley N. Pontius Director
* /s/ Edward T. Roeding May 15, 2002
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Edward T. Roeding Director
/s/ Dan R. Carmichael
- -------------------------
Dan R. Carmichael *Pursuant to Power of Attorney
(Attorney-in-Fact)
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INDEX TO EXHIBITS
-----------------
Exhibit No. Description Location
- ----------- ----------- --------
4.1 (a) Certificate of Amended Articles of Incorporated by reference to
Incorporation of Ohio Casualty Exhibit 4(a) of the Company's
Corporation (the "Company") as filed Current Report on Form 8-K
with the Ohio Secretary of State on with the Securities and
May 25, 1983 Exchange Commission on December
15, 1998 (the "1998 Form 8-K")
4.1 (b) Certificate of Amendments to the Incorporated by reference to
Articles of Incorporation of the Exhibit 4(b) of the 1998
Company as filed with the Ohio Form 8-K.
Secretary of State on November 21,
1986
4-1 (c) Certificate of Amendment to Amended Incorporated by reference to
Articles of Incorporation of the Exhibit 4(c) of the 1998
Company as filed with the Ohio Form 8-K
Secretary of State on April 29, 1992
4.1 (d) Certificate of Amendment to Amended Incorporated by reference to
Articles of Incorporation of the Exhibit 4(d) of the 1998
Company as filed with the Ohio Form 8-K
Secretary of State on April 30, 1996
4.1 (e) Certificate of Amendment to Amended Incorporated by reference to
Articles of Incorporation of the Exhibit 4(e) of the Company's
Company, as filed with the Ohio Registration Statement on Form
Secretary of State on May 10, 2000 S-8 (No. 333-42942), as filed
with the Securities and Exchange
Commission on August 3, 2000
(the "2000 S-8")
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4.1 (f) Amended Articles of Incorporation of Incorporated by reference to
the Company reflecting amendments Exhibit 4(f) of the 2000 S-8
through May 10, 2000) [filed for
Securities and Exchange Commission
reporting purposes only not filed with
Ohio Secretary of State]
4.2 (a) Code of Regulations of the Company Incorporated by reference to
Exhibit 4(f) of the 1998 Form 8-K
4.2 (b) Certificate of Amendment to the Code Incorporated by reference to
of Regulations of the Company Exhibit 4(h) of the 2000 S-8
4.2 (c) Code of Regulations, as amended, Incorporated by reference to
reflecting amendments through April Exhibit 4(i) of the 2000 S-8
26, 2000 (filed for Securities and
Exchange Commission reporting
purposes only)
4.3 (a) Amended and Restated Rights Agreement, Incorporated by reference to
dated as of February 19, 1998 between the Company's Form 8-A/A Amendment
the Company and First Chicago Trust No. 3 dated February 19, 1998, as
Company of New York as Rights Agent filed with the Securities and
Exchange Commission on March 5, 1998
4.3 (b) First Amendment to the Amended and Incorporated by reference to
Restated Rights Agreement dated Exhibit 4(b) of the Company's
November 8, 2001 Annual Report on Form 10-K for the
fiscal year ended December 31,
2001, as filed with the Securities
and Exchange Commission on March 5,
2002
4.3 (c) Certificate of Adjustment by the Incorporated by reference to
Company dated as of July 1, 1999 Exhibit 9 of the Company's Form
8-A/A Amendment No. 4 dated July 1,
1999, as filed with the Securities
and Exchange Commission on July 2,
1999
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4.4 Indenture, dated as of March 19, Incorporated by reference to
2002 between the Company and HSBC Exhibit 4 of the Company's Current
Bank USA, including the terms of Report on Form 8-K as filed with
the notes the Securities and Exchange
Commission on April 1, 2002
4 Registration Rights Agreement, dated Incorporated by reference to
as of March 19, 2002, among the Company Exhibit 4 of the Company's
and Merrill Lynch & Co., Merrill Lynch, Quarterly Report on Form 10-Q for
Pierce, Fenner & Smith Incorporated the quarter ended March 31, 2002,
as filed with the Securities and
Exchange Commission on May 14, 2002
5 Opinion of Vorys, Sater, Seymour and Filed herewith
Pease LLP as to legality
10 2002 Stock Incentive Plan Filed herewith
23 (a) Consent of Ernst & Young LLP Filed herewith
23 (b) Consent of PricewaterhouseCoopers LLC Filed herewith
23 (c) Consent of Vorys, Sater, Seymour and Filed as part of Exhibit 5
Pease LLP
24 Powers of Attorney Filed herewith
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