Exhibit 4.1
As filed with the Securities and Exchange Commission on June 18, 1997
Registration No. 333-39483
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM S-3
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
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
136 North Third Street
Hamilton, Ohio 45025
(513) 867-3000
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(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
With a copy to:
Roger E. Lautzenhiser, Esq. Lauren N. Patch
Vorys, Sater, Seymour and Pease President and Chief Executive Officer
52 East Gay Street Ohio Casualty Corporation
P.O. Box 1008 136 North Third Street
Columbus, Ohio 43216-1008 Hamilton, Ohio 45025
(614) 464-6291 (513) 867-3000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: as soon
as possible after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Page 1 of 44 Pages.
Index to Exhibits begins at Page II-1
(Page 26 as sequentially numbered)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of Amount to offering aggregate Amount of
securities to be price per offering registration
be registered registered share (1) price (1) fee
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Common Shares, 250,000 $46.00 $11,500,000 $3,485
$ .125 Par
Value
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rule 457(c) promulgated under
the Securities Act of 1933, as amended, and computed on the basis of
$46.00, which price is the average of the high and low sales prices of
the Common Shares as reported on the NASDAQ National Market System on
June 16, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
OHIO CASUALTY CORPORATION
AGENT SHAREPLAN
250,000 Common Shares,
$.125 par value
Ohio Casualty Corporation (the "Company") is offering to individuals who
are (i) sole proprietors, officers, directors, shareholders, partners, members
or trustees of insurance agencies doing business with the Company and (ii) who
are licensed to sell insurance products on behalf of the Ohio Casualty
Insurance Company, the West American Insurance Company, American Fire &
Casualty or the Ohio Security Insurance Company ("Agents") a convenient and
economical method to purchase common shares, $ .125 par value of the Company
(the "Common Shares"), pursuant to the Company's Agent SharePlan(the "Plan").
An Agent may purchase Common Shares through the Plan by electing to have an
amount deducted from that Agent's monthly commission. The minimum amount
which may be deducted by an Agent is $5.00 per month. An Agent may also make
voluntary cash payments to purchase additional Common Shares through the Plan
at any time. Total payments (including deduction amounts and voluntary cash
payments) for Common Shares purchased under the Plan are limited to $60,000
per year for each Agent. All cash dividends paid on Common Shares held in an
Agent's Plan account are reinvested automatically unless the Agent instructs
otherwise.
Common Shares purchased for an Agent's account under the Plan (a "Plan
Account") will be purchased on the open market at current market prices or in
negotiated transactions. The Common Shares are listed on the NASDAQ, National
Market System ("NASDAQ/NMS"). The closing price of a Common Share on June 16,
1997, on the NASDAQ/NMS was $45.875.
This Prospectus relates to Common Shares available for purchase under the
Plan. It is suggested that this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 18, 1997.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates,
concerning directors and executive officers, their compensation and any
material interest of such persons in transactions with the Company is
disclosed in proxy statements distributed to shareholders of the Company and
filed with the Commission. Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should be available for inspection and copying at
the Commission's Regional Offices at Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661; and Suite 1300, 7 World Trade Center, New York, New
York 10048. Copies can also be obtained by mail from the Commission at
prescribed rates. Requests should be directed to the Commission's Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, the Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants, such as
the Company, that file electronically with the Commission. The address of the
Commission's Web site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), with respect to the Common Shares offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain items of which have been omitted in accordance
with the rules and regulations of the Commission. The omitted information may
be inspected and copied, at the prescribed rates, at the public reference
facilities maintained by the Commission at the addresses set forth above. For
further information with respect to the Company and the Common Shares,
reference is made to the Registration Statement, including the exhibits
thereto.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, and all other reports filed
with the Commission pursuant to the requirements of Section 13(a) or Section
15(d) of the Exchange Act since that date; and (2) the description of the
Company's Common Shares contained in the Company's Registration Statement on
Form 10 filed with the
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Commission on April 30, 1971 and the description of Common Share Purchase
Rights of the Company contained in the Company's Registration Statement on
Form 8-A filed with the Commission on December 20, 1989, as amended by the
Company's Form 8 Amendment to Application or Report filed with the Commission
on November 6, 1990, as updated in any amendment or report filed by the
Company for the purpose of updating such description.
All documents subsequently filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering will be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein will be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which is or is deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded will not, except as so modified
or superseded, constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF ANY
SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION THAT HAS BEEN
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS. REQUESTS
FOR SUCH COPIES SHOULD BE MADE IN WRITING TO: SHAREHOLDER RELATIONS
DEPARTMENT, 3RD FLOOR, OHIO CASUALTY CORPORATION, 136 NORTH THIRD STREET,
HAMILTON OHIO 45025, OR BY TELEPHONE AT (513) 867-3000.
THE COMPANY
The Company is an Ohio corporation incorporated on August 25, 1969. The
Company and its subsidiaries offer businesses and individuals a range of
property-casualty and premium financing products. The principal executive
office of the Company is located at 136 North Third Street, Hamilton, Ohio
45025. Its telephone number is (513) 867-3000. Additional information
concerning the Company and its business activities is contained in the
incorporated documents, to which reference is hereby made.
THE PLAN
The following numbered questions and answers set forth the terms and
conditions of the Ohio Casualty Corporation Agent SharePlan.
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PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide Agents with a convenient and
economical method of purchasing Common Shares. Common Shares credited to and
held in an Agent's Plan Account are sometimes referred to herein as "Plan
Shares." All cash dividends payable on whole or fractional Plan Shares will
be reinvested automatically unless the Agent indicates otherwise.
FEATURES
2. WHAT ARE SOME OF THE FEATURES OF THE PLAN?
- An Agent acquires Common Shares through deductions from his or her
monthly commissions without paying any brokerage commissions or service
charges.
- An Agent acquires Common Shares automatically by reinvesting all or a
portion of the cash dividends payable on his or her Plan Shares, unless
the Agent elects not to automatically reinvest such dividends.
- Subject to certain fees and restrictions, an Agent may purchase
additional Common Shares by making voluntary cash payments at any time.
- Unless otherwise instructed by an Agent, Common Shares purchased under
the Plan are held in a Plan Account for the Agent, relieving such Agent
of the responsibility for the safekeeping of share certificates.
- A quarterly statement is mailed to each Agent listing all purchases and
sales of Common Shares by the Agent under the Plan, as well as share
certificate deposits and withdrawals and cash dividend investments.
- Agents may fully invest their funds under the Plan because the Plan
permits fractional interests in a Common Share, as well as whole Common
Shares, to be credited to a Plan Account.
- Agents may request that their Plan Shares be sold, subject to certain
restrictions.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN?
First Chicago Trust Company of New York ("FCT"), the transfer agent for the
Common Shares, will administer the Plan,
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maintain records, send statements of account to Agents, keep share
certificates for Agents, purchase Common Shares and sell Plan Shares for
Agents and perform other duties relating to the Plan. The Company will assist
FCT by collecting commission deduction amounts from Agents and forwarding such
amounts to FCT for investment under the Plan.
FCT will use a registered broker-dealer to purchase Common Shares on the
open market or in negotiated transactions. None of the Company, any of its
affiliates or any Agent will exercise any direct or indirect control or
influence over the times when, the prices at which, or the manner in which,
Common Shares are purchased for the Plan, the amount of Common Shares to be
purchased or the selection of the broker-dealers through or from whom
purchases are to be made.
Written correspondence may be mailed to FCT at the following address:
First Chicago Trust Company of New York, P.O. Box 2596, Jersey City, NJ
07303.
ELIGIBILITY AND PARTICIPATION
4. WHO MAY, HOW AND WHEN MAY A PERSON, JOIN THE PLAN?
Any individual who is (i) a sole proprietor, officer, director,
shareholder, partner, member or trustee of an insurance agency doing business
with the Company and (ii) who is licensed to sell insurance products on behalf
of the Ohio Casualty Insurance Company, the West American Insurance Company,
American Fire & Casualty Insurance Company or the Ohio Security Insurance
Company (an "Agent") is eligible to participate in the Plan. Once a person is
no longer an Agent, such person will not be eligible to participate in the
Plan and such person's Plan Account will be terminated as soon as possible
(see Question 16).
An Agent may join the Plan, after being furnished a copy of the Plan
Prospectus, by completing an Authorization Form and mailing or returning it
to:
Ohio Casualty Corporation
Attention: Shareholder Relations Department
136 North Third Street
3rd Floor
Hamilton, Ohio 45025
Authorization Forms may be obtained by writing to the same
address or by telephoning: (513) 867-3000.
The Authorization Form authorizes the Company to deduct designated amounts
from an Agent's monthly commission, to forward such amounts to FCT to purchase
Common Shares, and to cause
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Common Shares to be held in an Agent's Plan Account. Deduction amounts will
be forwarded by the Company to FCT and will be invested by FCT on the 10th of
the month (or the next business day on which both FCT and the relevant
securities market are open). No interest will be paid on deduction amounts
held pending investment.
The Company reserves the right to reject any Authorization Form for any
reason, including as required by any state securities laws.
An Agent may enroll on a semi-annual basis, with the two enrollment periods
ending on March 15 and September 15 of each year. Authorization Forms
received prior to such dates will be effective as of March 30 or September 30
of such year, respectively.
COMMISSION DEDUCTIONS
5. WHAT HAPPENS IF AN AGENT'S MONTHLY AMOUNT OF COMMISSION IS LESS THAN THE
AGENT'S DEDUCTION AMOUNT?
If an Agent's monthly amount of commission is less than such Agent's
previously designated deduction amount, no deduction amount will be forwarded
by the Company to FCT for investment under the Plan for that particular month.
Further, if more than one Agent of an insurance agency is participating in the
Plan and the total monthly commission amounts of all such Agents is not equal
to at least the total amount of all such Agents' previously designated
deduction amounts, no deduction amount for any Agent of such insurance agency
will be forwarded by the Company to FCT for investment under the Plan for that
particular month.
6. HOW DOES AN AGENT CHANGE OR DISCONTINUE HIS OR HER DEDUCTION AMOUNT?
An Agent may change his or her deduction amount by completing a new
Authorization Form and returning it to the Company (Attention: Shareholder
Relations Department). Changes will become effective as of March 30 or
September 30 of each year for Authorization Forms received on or before the
preceding March 15 or September 15, respectively.
An Agent may discontinue future deduction amounts at any time by contacting
the Company's Shareholder Relations Department and obtaining an Authorization
Form, completing it and returning it to the Company. If the Company receives
the Authorization Form from an Agent (indicating the discontinuance of
deduction amounts) prior to the fifteenth (15th) day of a month, no amount
will be deducted from that Agent's monthly commission beginning
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with that month. If the Company receives such an Authorization Form on or
after the fifteenth (15th) day of a month, no amount will be deducted from the
Agent's monthly commission beginning the following month.
If an Agent discontinues deduction amounts, such Agent's Plan Account will
remain open unless the Agent terminates the Plan Account (see Question 16).
A person may rejoin the Plan by completing a new Authorization Form and
forwarding it to the Company's Shareholder Relations Department, provided he
or she is eligible as described in Question 4. The Company reserves the right
to reject any Authorization Form from an Agent on grounds of excessive joining
and termination. This reservation is intended to minimize administrative
expense and to encourage use of the Plan as a long-term investment service.
If an Agent has any questions concerning changing or canceling a deduction
amount, or any other method of participating in the Plan, such Agent should
call the Company's Shareholder Relations Department at (513) 867-3000.
VOLUNTARY CASH PAYMENTS
7. WHEN AND HOW MAY VOLUNTARY CASH PAYMENTS BE MADE?
Voluntary cash payments may be made by an Agent at any time. Voluntary
cash payments must be forwarded directly to FCT together with the coupon
provided on an Agent's quarterly statement (an Agent can call FCT to obtain
additional coupons). An Agent with a Plan Account may make a voluntary cash
payment even if such Agent is not currently deducting amounts from his or her
monthly commissions. Commission deduction amounts plus voluntary cash
payments cannot exceed $60,000 per year for any Agent. An Agent will be
required to pay FCT the following fees in connection with a voluntary cash
payment: a transaction fee of $.75 and a brokerage commission fee of $.10 per
Common Share purchased. These fees are subject to change by FCT in its sole
discretion at any time. FCT will notify the Agent of any fee changes in
writing, and such changes shall become effective thirty (30) days after the
written notification is mailed by FCT to the Agent, unless a different time
period is required by law. FCT will invest voluntary cash payments each month
at the same time as FCT invests commission deduction amounts. No interest
will be paid on voluntary cash payments held pending investment. The same
amount of money need not be sent each time as a voluntary cash payment and
there is no obligation to make voluntary cash payments on a regular basis.
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Voluntary cash payments must be in United States dollars, payable to
"FCT/Ohio Casualty", and must be good funds for immediate deposit. Payment
may be by check or money order.
An Agent can cancel a voluntary cash payment by notifying FCT of such
request in writing. FCT will return such payment to the Agent provided FCT
has received the written request of such Agent not less than 48 hours before
the investment transaction was due to occur.
SOURCE OF COMMON SHARES--PURCHAE PRICES--INVESTMENT DATE
8. WHAT IS THE SOURCE OF COMMON SHARES PURCHASED UNDER THE PLAN?
Common Shares purchased under the Plan will be purchased on the open market
or in negotiated transactions. FCT has full discretion as to all matters
relating to open market or negotiated purchases of Common Shares, including
the number of Common Shares, if any, to be purchased on any day or at any time
of day, the price paid for such Common Shares, the markets on which Common
Shares are purchased (including on any securities exchange, in the over-the-
counter market or in negotiated transactions) and the persons (including
broker-dealers) from or through whom such purchases are made.
9. WHAT IS THE PURCHASE PRICE PER COMMON SHARE PURCHASED UNDER THE PLAN?
The purchase price per Common Share purchased on the open market will be
the average purchase price of all Common Shares purchased on the open market
that day. The purchase price per Common Share purchased in a negotiated
transaction will be such negotiated purchase price.
10. HOW MANY COMMON SHARES WILL BE PURCHASED?
The number of Common Shares purchased will depend on the deduction amount
and voluntary cash payment amount forwarded to FCT, the amount of cash
dividends received on Common Shares credited to Agents' Plan Accounts, and the
price of the Common Shares determined as provided in Question 9. Each Agent's
Plan Account will be credited with that number of Common Shares, including any
fractional interest in a Common Share, equal to the total amount to be used to
purchase Common Shares for that Agent divided by the purchase price per Common
Share paid to acquire such Common Shares for that day. Common Shares will be
credited to Plan Accounts as of the day the purchase price for such Common
Shares to be purchased has been determined.
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An Agent may not direct FCT to purchase a specific number of Common Shares.
11. WILL SHARE CERTIFICATES AUTOMATICALLY BE DELIVERED TO AGENTS FOR
PURCHASED COMMON SHARES?
Share certificates for Common Shares purchased under the Plan will not
automatically be delivered to Agents. The Agent's number of Plan Shares will
be shown on such Agent's quarterly statement of Plan Account. This procedure
protects Agents against loss, theft or destruction of share certificates.
Certificates for any number of whole Plan Shares credited to an Agent's
Plan Account will be issued at any time upon an Agent's written request to FCT
(see Question 14).
EXPENSES TO AGENTS
12. ARE THERE ANY EXPENSES TO AGENTS IN CONNECTION WITH PARTICIPATION UNDER
THE PLAN?
The Company will pay all costs of administering the Plan, except the
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following: (i) an Agent requesting that his or her Plan Shares be sold (see
Question 15) will be required to pay a $15.00 fee for each transaction and a
brokerage commission fee of $.12 per Common Share sold (these fees are subject
to change by FCT in its sole discretion as described in Question 7) and (ii)
the fees related to the purchase of Common Shares as a result of a voluntary
cash payment as described in Question 7.
REINVESTMENT OF CASH DIVIDENDS
13. WILL CASH DIVIDENDS ON PLAN SHARES BE AUTOMATICALLY REINVESTED?
Yes, cash dividends paid on Plan Shares will be automatically reinvested
under the Plan for each Agent. An Agent may, however, receive such cash
dividends directly by requesting FCT in writing to forward the cash dividends
to the Agent. To be effective for a given cash dividend payment, FCT must
receive the Agent's written request two business days before the record date
with respect to such dividend. If the Agent's written request is received by
FCT after such time, the cash dividends will be reinvested and, effective as
of the next record date, cash dividends will be forwarded directly to the
Agent.
An Agent who withdraws Plan Shares (see Question 14) will receive directly
the cash dividends paid on such Shares. Cash dividends paid on Plan Shares
left in the Plan Account by such Agent will continue to be automatically
reinvested under the
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Plan, unless the Agent has requested FCT in writing to forward the dividend
payment directly to the Agent as described in the above paragraph. An Agent
who withdraws Plan Shares may choose to enroll in (transfer such Shares to)
the Company's Automatic Dividend Reinvestment Plan (the "DRIP").
SELLING OR WITHDRAWING PLAN SHARES--TERMINATING PARTICIPATION
14. MAY AN AGENT WITHDRAW PLAN SHARES WITHOUT TERMINATING PARTICIPATION IN
THE PLAN?
An Agent may at any time withdraw any number of whole Plan Shares, without
terminating the Plan Account, by furnishing a written request to FCT. The
request must indicate the number of whole Plan Shares to be withdrawn and the
name(s) of the person(s) who will become the registered holder of such Shares.
A medallion signature guarantee will be required if the Plan Shares will be
registered in the name of a person other than the Agent. A certificate for
the Plan Shares requested to be withdrawn will be issued to the Agent without
charge within 30 days of FCT's receipt of the request.
15. CAN PLAN SHARES BE SOLD?
Yes. An Agent can request that his or her Plan Shares be sold by either
calling FCT at 800-633-9394 or obtaining a Transaction Form from FCT,
completing and returning it to FCT. All sale instructions received by FCT
will be processed promptly, and in no event later than five business days
after the date the oral or written order is received by FCT, except where
deferral is necessary to comply with applicable federal or state laws. FCT
will not accept sale instructions to sell Plan Shares at a specified price.
To enable FCT to complete sale transactions (including the sale of Plan Shares
upon an Agent's termination of participation in the Plan, as discussed in
Question 16), FCT may combine the Plan Shares of a selling Agent with the Plan
Shares of other selling Agents. The sales price for the Plan Shares will be
the average sale price of the Common Shares obtained by FCT for each aggregate
sale order placed by FCT. The selling Agent will be charged the fees
described in Question 12.
A request to sell all Plan Shares, whole and fractional, will not be
considered a termination of participation in the Plan by the Agent, unless the
Agent has complied with the procedure described in Question 16.
AGENTS WHO SELL PLAN SHARES SHOULD BE AWARE THAT THE SHARE PRICE MAY FALL
DURING THE PERIOD BETWEEN A REQUEST FOR SALE, ITS RECEIPT BY FCT, AND THE
ULTIMATE SALE. THIS RISK SHOULD BE
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EVALUATED BY THE AGENT AND IS A RISK TO BE BORNE SOLELY BY THE AGENT.
16. HOW AND WHEN MAY AN AGENT TERMINATE PARTICIPATION IN THE PLAN?
An Agent may terminate participation in the Plan at any time by completing
two forms (i) an Authorization Form (obtained from the Company) authorizing
the Company to discontinue commission deductions and (ii) a Termination Form
(obtained from the Company) selecting the options available to the Agent upon
the termination of a Plan Account (see following paragraph.) Both Forms must
be completed and returned to the Company. The Company will promptly forward
the Termination Form to FCT upon the Company's receipt of such Form. If an
Agent completes and forwards an Authorization Form to the Company, but does
not complete or forward a Termination Form to the Company, such Agent's Plan
Account will remain open.
When an Agent terminates his or her Plan Account, an Agent may choose, on
the Termination Form, to (i) enroll in (transfer the Plan Shares to) the
Company's DRIP, (ii) receive all or a portion of the Plan Shares in
certificate form as described in Question 14 or (iii) sell all or a portion of
the Plan Shares.
A sale of Plan Shares may, but need not, be made by purchase of such Plan
Shares by FCT for the Plan Accounts of other Agents and any such transaction
will be deemed to have been made at the then current market price on the date
of sale. Alternatively, the Plan Shares may be sold by FCT and the proceeds,
LESS brokerage commissions and the expenses described in Question 12, will be
remitted to the Agent. Upon termination, the Agent's interest in a fractional
share will be adjusted in cash at the price obtained in the transaction
applicable to liquidating the Plan Account or at the prevailing market value
of the Common Shares at the time, and forwarded to the Agent.
Any voluntary cash payment which had been sent to FCT will be invested
unless FCT receives the Agent's Termination Form at least 48 hours prior to
the purchase transaction applicable to that voluntary cash payment.
The Company will send a Termination Form to any person participating under
the Plan who becomes ineligible to participate. If such person does not
complete and return the Termination Form to the Company within fourteen (14)
days of the date the Termination Form was mailed by the Company, such person's
Plan Shares will be transferred to the Company's DRIP in such person's name.
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17. WHAT HAPPENS IN THE EVENT OF DEATH?
In the event of death, an Agent's Plan Account will remain open and cash
dividends will continue to be reinvested until the Company receives
instructions from the duly authorized representative of the Agent's estate.
In this event, please contact the Company for additional information and
assistance.
PLAN ACCOUNTS--REPORTS--SAFEKEEPING
18. IN WHOSE NAME WILL PLAN ACCOUNTS BE MAINTAINED AND SHARE CERTIFICATES
REGISTERED WHEN ISSUED?
Plan Accounts will be maintained in the name of the Agent. Plan Shares
will be registered in the names set forth on the statement for the Plan
Account. Plan Shares withdrawn from the Plan will be registered in accordance
with the Agent's instructions (see Question 14).
19. MAY SHARE CERTIFICATES HELD BY AGENTS BE DEPOSITED IN THE PLAN?
Agents may deposit for safekeeping with FCT certificates for Common Shares
now or hereafter registered in their names for credit under the Plan. There
is no charge for this custodial service and, by making the deposit, an Agent
is relieved of the responsibility for loss, theft or destruction of the share
certificate. To insure against loss in mailing the share certificates to FCT,
share certificates must be mailed in the pre-addressed return envelope
supplied to an Agent by FCT, as requested in writing or by telephoning FCT at
800-633-9394. Share certificates mailed to FCT will be insured, up to $25,000
current market value, provided the share certificates are mailed first class.
Share certificates having a current market value between $25,000 and $500,000
must be mailed registered mail, return receipt requested. No mailing
insurance coverage is provided by FCT for share certificates having a current
market value over $500,000. If an Agent determines a loss of share
certificates has occurred, such Agent must notify FCT of the loss within
thirty (30) calendar days of the date the share certificates were mailed. The
insurance provided by FCT covers the market value of the Common Shares as of
date of mailing the share certificate; it does not protect against any loss
resulting from fluctuations in the market value of the Common Shares from the
date the Agent mailed the share certificate until such time as replacement can
be effected. Share certificates should not be endorsed. Whenever share
certificates are issued to an Agent, either upon request or upon termination
of participation in the Plan, new, differently numbered share certificates
will be issued. Cash dividends on Common Shares represented by
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certificates deposited with FCT will be automatically reinvested under the
Plan, unless FCT is otherwise instructed by the Agent (see Question 13).
20. WHAT REPORTS AND OTHER INFORMATION WILL BE SENT TO AGENTS?
A quarterly statement of Plan Account will be sent to each Agent.
Statements will show the current Plan Account balance and Plan Account
activity for the year. These statements provide a record of the price of
purchase or sale of Common Shares and should be retained for tax purposes.
The Company will also provide each Agent copies of any amendments to the Plan
and the same communications as any other shareholder will receive, including
annual reports, quarterly reports, notices of annual meetings, proxy
statements and income tax information for reporting dividends paid and
proceeds from Plan Shares sold.
OTHER INFORMATION
21. HOW ARE AN AGENT'S PLAN SHARES VOTED?
Agents will receive proxy materials from the Company for each shareholder
meeting, including a proxy statement and a form of proxy covering all Plan
Shares credited to the Agent's Plan Account and all Common Shares registered
in the Agent's own name as of the record date for the meeting. Plan Shares
may also be voted in person at the meeting.
22. WHAT HAPPENS IF THE COMPANY ISSUES A SHARE DIVIDEND, DECLARES A SHARE
SPLIT OR HAS A RIGHTS OFFERING?
Any share dividends or share splits distributed on an Agent's Plan Shares
will be distributed to the Agent in the same manner as to other shareholders
of the Company who are not participating in the Plan.
An Agent's entitlement in a regular rights offering will be based upon the
Agent's total whole Common Share holdings, including whole Plan Shares held in
the Plan Account.
23. WHAT IS THE RESPONSIBILITY OF THE COMPANY ND FCT UNDER THE PLAN?
Neither the Company nor FCT (nor any of their respective agents,
representatives, employees, officers or directors), in administering the Plan,
shall be liable for any act done in good faith or for any good faith omission
to act, including, without limitation, any claim of liability arising out of
the failure to terminate an Agent's Plan Account prior to written notice of
termination from the Agent, or upon an Agent's death prior to
13
receipt by FCT and the Company of notice in writing of such death along with
the appropriate legal documentation, or with respect to the prices or times at
which Common Shares are purchased or sold for Agents or fluctuations in the
market value of the Common Shares. Notwithstanding the foregoing, liability
will not be so limited for violations of the federal securities laws.
EACH PARTICIPANT SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR FCT CAN
INSURE A PROFIT OR PROTECT AGAINST A LOSS ON COMMON SHARES PURCHASED UNDER THE
PLAN.
24. MAY THE PLAN BE AMENDED, SUSPENDED OR TERMINATED?
The Company reserves the right to amend, suspend or terminate the Plan at
any time. To the extent practicable, any such event will be announced to
Agents at least 30 days prior to its effective date (unless a different time
period is required by law), and any amendment will be deemed to be accepted by
Agents who do not withdraw prior to the effectiveness of the amendment.
The Company also reserves the right to suspend the Plan, without notice,
for limited periods of time (not to exceed 90 days in any case) during or in
anticipation of public offerings of the Common Shares, or pending the filing
by the Company with the Commission of any report or statement pursuant to
Section 13, 14 or 15(d) of the Exchange Act, or pending any proposed amendment
of or supplement to this Prospectus or to the Registration Statement of which
this Prospectus is a part, or which may be deemed advisable for any other
reason. In any event, monies representing deduction amounts, voluntary cash
payments, or cash dividends, as appropriate, to be invested on behalf of
Agents will be returned to Agents if Common Shares have not been purchased:
(a) within 35 days of receipt of deduction amounts or voluntary cash payments
or (b) within 30 days of the applicable Common Share dividend payment date for
cash dividend reinvestments. No interest will be paid on any monies so
returned to Agents. The Company will advise Agents when a suspension of the
Plan is terminated.
If the Plan is terminated, each Agent will receive (1) a certificate for
all whole Plan Shares in the Agent's Plan Account or a book entry position if
then being utilized, (2) a check representing the market value of any
fractional Plan Share in the Agent's Plan Account and (3) any uninvested
deduction amounts, voluntary cash payments or cash dividends held in the
Agent's Plan Account.
14
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of some of the principal federal income
tax considerations applicable as of the date of this Prospectus to
participation in the Plan.
In general, Agents in the Plan will have the same federal income tax
consequences with respect to dividends as shareholders not participating in
the Plan. An Agent will be treated for federal income tax purposes as having
received on each Common Share dividend payment date a dividend equal to the
full amount of the cash dividends payable on both the Common Shares registered
in the Agent's own name and the Agent's Plan Shares, even though the amount of
cash dividends reinvested is not actually received in cash but instead is
applied to the purchase of Common Shares for the Agent's Plan Account. In
addition, the Internal Revenue Service has ruled that the amount of brokerage
commissions paid by the Company on an Agent's behalf is to be treated as a
distribution to the Agent which is subject to income tax in the same manner as
dividends. The sum of those amounts becomes the Agent's cost basis for those
Common Shares.
Each Agent who purchases Common Shares through deduction amounts will
recognize the same amount of compensation income (wages) for federal income
tax purposes as such Agent would have recognized had he or she not purchased
Common Shares through such deductions, even though the deduction amounts are
not paid to the Agent in cash but instead are applied to the purchase of
Common Shares for the Agent's Plan Account.
An Agent who makes a voluntary cash payment to the Plan is not treated for
federal income tax purposes as having received income by virtue of the
purchase of Common Share with the voluntary cash payment. The Agent's cost
basis in any Common Shares purchased with voluntary cash payments will be the
cost of the Common Shares, including any brokerage commissions paid by the
Company on the Agent's behalf.
Each quarterly statement of account will show the price per share to the
Agent of Common Shares purchased with deduction amounts, reinvested cash
dividends, and voluntary cash payments. That price, which will include the
brokerage commissions paid by the Company on behalf of the Agent on Plan
purchases of Common Shares, is the federal income tax cost basis to the Agent
of Common Shares acquired under the Plan. The quarterly statement of account
also will show the date on which Common Shares purchased under the Plan were
credited to the Agent's Plan Account. An Agent's holding period for Common
Shares purchased
15
under the Plan generally will begin on the date following the date on which
Common Shares are credited to the Agent's Plan Account.
Information forms (Forms 1099-DIV) will be mailed to Agents participating
in the Plan each year and will set forth the taxable dividends and brokerage
commissions reportable for federal income tax purposes. These dividends and
brokerage commissions must be reported on the Agent's federal income tax
return.
Reinvested cash dividends are not subject to withholding unless (a) an
Agent fails to give the Agent's Social Security or Tax Identification Number
to the Company, (b) the Internal Revenue Service notifies the Company that the
Agent is subject to tax withholding, or (c) the Agent fails to certify, under
penalties of perjury, that the Agent is not subject to backup withholding if
such certification is required. If an Agent is a shareholder whose cash
dividends are subject to tax withholding, the Company will apply toward the
purchase of Plan Shares an amount equal to the cash dividends being reinvested
less the amount of tax required to be withheld. The Agent's quarterly
statement of account will indicate the amount of tax withheld.
An Agent will not recognize any taxable income upon receipt of a
certificate for whole Common Shares credited to the Agent's Plan Account,
whether upon request for such a certificate, upon the Agent's termination of a
Plan Account or upon termination of the Plan. However, an Agent may recognize
a gain or loss upon receipt of a cash payment for whole Common Shares or a
fractional share credited to a Plan Account when that Plan Account is
terminated by the Agent, when Common Shares credited to the Plan Account are
sold or when the Plan is terminated. A gain or loss may also be recognized
upon an Agent's disposition of Common Shares received from the Plan. The
amount of any such gain or loss will be the difference between the amount
received for the whole or fractional Common Shares and the cost basis of the
Common Shares. Generally, gain or loss recognized on the disposition of
Common Shares acquired under the Plan will be treated for federal income tax
purposes as a capital gain or loss.
AGENTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS WITH SPECIFIC REFERENCE
TO THEIR OWN TAX SITUATIONS AND POTENTIAL CHANGES IN THE APPLICABLE LAW AS TO
ALL FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX MATTERS IN CONNECTION WITH
THE REINVESTMENT OF CASH DIVIDENDS AND PURCHASES OF COMMON SHARES UNDER THE
PLAN, THE AGENT'S COST BASIS AND HOLDING PERIOD FOR COMMON SHARES ACQUIRED
UNDER THE PLAN AND THE CHARACTER, AMOUNT AND TAX
16
TREATMENT OF ANY GAIN OR LOSS REALIZED ON THE DISPOSITION OF COMMON SHARES.
INDEMNIFICATION
Article V of the Company's Code of Regulations relates to the
indemnification of the Company's directors and officers, and is set forth in
its entirety below:
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:
17
(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
18
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:
19
(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
20
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 1701.01 of the Ohio Revised Code also provides for
the authority of an Ohio corporation to indemnify a director, officer,
employee or agent of the Company. The statutory provision is very similar,
but not identical, to the language contained in Article V of the Company's
Code of Regulations.
The Company has purchased insurance coverage under a policy which insures
directors and officers against certain liabilities which might be incurred by
them in such capacity.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
21
USE OF PROCEEDS
Plan Shares will be acquired through open-market purchases and negotiated
transactions with third parties and the Company will not receive any proceeds
therefrom.
LEGAL MATTERS
The validity of the Common Shares offered hereby will be passed upon for
the Company by Vorys, Sater, Seymour and Pease, 52 East Gay Street, Columbus,
Ohio 43215. As of May 27, 1997, members of Vorys, Sater, Seymour and Pease
and attorneys employed thereby, together with members of their immediate
families, beneficially owned an aggregate of approximately 31,000 Common
Shares.
EXPERTS
The consolidated balance sheet of the Company and its subsidiaries as of
December 31, 1996, 1995 and 1994 and the related consolidated statements of
income, shareholders' equity, and cash flows for the years then ended,
incorporated by reference in this Prospectus and in the Registration
Statement, have been incorporated herein in reliance upon the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
22
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION.......................................................2
DOCUMENTS INCORPORATED BY REFERENCE.........................................2
THE COMPANY.................................................................3
THE PLAN....................................................................3
Purpose................................................................4
Features...............................................................4
Administration.........................................................4
Eligibility and Participation..........................................5
Commission Deductions..................................................6
Voluntary Cash Payments................................................7
Source of Common Shares--Purchase Prices--Investment Date..............8
Expenses to Agents.....................................................9
Reinvestment of Cash Dividends.........................................9
Selling or Withdrawing Plan Shares--Terminating Participation.........10
Plan Accounts--Reports--Safekeeping...................................12
Other Information.....................................................13
FEDERAL INCOME TAX CONSEQUENCES............................................15
INDEMNIFICATION............................................................17
USE OF PROCEEDS............................................................22
LEGAL MATTERS..............................................................22
EXPERTS....................................................................22
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THOSE TO WHICH IT
RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME AFTER
ITS DATE OR THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS OR AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF.
23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
- ------------------------------------------------------
The following is an itemized statement of expenses in connection with the
issuance and distribution of the securities to be registered, all of which
will be borne by the Company:
Securities and Exchange Commission
registration fee................ $ 3,485
------
State securities registration
fees............................ $ 0.00
------
Printing expenses................. $ 1,725*
------
Legal fees and expenses........... $10,000*
------
Accounting fees................... $ 2,400*
------
Miscellaneous expenses............ $ 9,500*
------
---------
Total............................. $27,110*
======
- -----------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ----------------------------------------------------
Division (E) of Section 1701.13 of the Ohio Revised Code and Article V of
the Company's Code of Regulations relate to indemnification of the Company's
directors and officers in a variety of circumstances against liabilities
arising in connection with the performance of their respective duties.
Division (E) of Section 1701.13 of the Ohio Revised Code 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 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
II-1
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 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 to
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
II-2
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
II-3
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
II-4
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,
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.
Article V of the Company's Code of Regulations provides as follows:
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,
II-5
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.
II-6
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
II-7
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.
II-8
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
II-9
person by the Court of Common Pleas of Butler County, Ohio in any such action,
suit or proceeding.
ITEM 16. EXHIBITS.
- -------------------
The exhibits filed pursuant to this Item immediately follow the Index to
Exhibits beginning at page II-15 (page 40 as sequentially numbered).
Exhibit No. Description
---------- -----------
4(a) Amended Articles of Incorporation of Ohio
Casualty Corporation
4(b) Code of Regulations of Ohio Casualty
Corporation
4(c) Rights Agreement, dated as of December 15,
1989, between Ohio Casualty Corporation and
Mellon Bank, N.A.
4(d) First Supplement to Rights Agreement, dated
as of February 28, 1990, between Ohio
Casualty Corporation and Mellon Bank, N.A.
4(e) Second Supplement to Rights Agreement, dated
as of October 17, 1990, between Ohio Casualty
Corporation and Mellon Bank, N.A.
5 Opinion of Vorys, Sater, Seymour and Pease,
counsel to Ohio Casualty Corporation
23(a) Consent of Coopers & Lybrand L.L.P.
II-10
Exhibit No. Description
---------- -----------
23(b) Consent of Vorys, Sater, Seymour and Pease,
counsel to Ohio Casualty Corporation
24 Power of Attorney
ITEM 17. UNDERTAKINGS.
(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;
(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-effective 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.
II-11
(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.
(h) 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 15, 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.
(The rest of this page is
intentionally left blank.)
II-12
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hamilton, State of Ohio, on the 18th day of June,
1997.
OHIO CASUALTY CORPORATION
By:/s/Lauren N. Patch
-------------------------------
Lauren N. Patch, President and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lauren N. Patch and Joseph L. Marcum, and each
of them, as his/her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
II-13
Signature Title Date
- --------- ----- ----
/s/Lauren N. Patch President and June 18, 1997
- ------------------------- Chief Executive
Lauren N. Patch Officer
/s/Joseph L. Marcum Chairman of the June 18, 1997
- ------------------------- Board
Joseph L. Marcum
/s/William L. Woodall Vice Chairman of June 18, 1997
- ------------------------- the Board
William L. Woodall
/s/Barry S. Porter Chief Financial June 18, 1997
- ------------------------- Officer and
Barry S. Porter Treasurer
/s/Michael L. Evans Vice President June 18, 1997
- -------------------------
Michael L. Evans
/s/Arthur J. Bennert Director June 18, 1997
- -------------------------
Arthur J. Bennert
/s/Vaden Fitton Director June 18, 1997
- -------------------------
Vaden Fitton
/s/Jeffery D. Lowe Director June 18, 1997
- -------------------------
Jeffery D. Lowe
/s/Stephen S. Marcum Director June 18, 1997
- -------------------------
Stephen S. Marcum
/s/Stanley N. Pontius Director June 18, 1997
- -------------------------
Stanley N. Pontius
/s/Howard L. Sloneker III Director June 18, 1997
- -------------------------
Howard L. Sloneker III
II-14
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
- ---------- ----------- -------
4(a) Amended Articles of Incorporated herein
Incorporation of Ohio by reference to the
Casualty Corporation applicable Exhibit to
Company's Current
Report on Form 8-K
dated January 15,
1987 [File No. 0-5544]
4(b) Code of Regulations of Incorporated herein
Ohio Casualty Corporation by reference to the
applicable Exhibit to
Company's Current
Report on Form 8-K
dated January 15,
1987 [File No. 0-5544]
4(c) Rights Agreement, dated as Incorporated herein
of December 15, 1989, by reference to
between Ohio Casualty Exhibit 4 of
Corporation and Mellon Company's Current
Bank, N.A. Report on Form 8-K
dated December 15,
1989 [File No. 0-5544]
4(d) First Supplement to Rights Incorporated herein
Agreement, dated as of by reference to
February 28, 1990, between Exhibit 4 of
Ohio Casualty Corporation Company's Annual
and Mellon Bank, N.A. Report on Form 10-K
for the fiscal year
ended December 31,
1989 [File No. 0-5544]
4(e) Second Supplement to Incorporated herein
Rights Agreement, dated as by reference to
of October 17, 1990, Exhibit 28(a) of
between Ohio Casualty Company's Current
Corporation and Mellon Report on Form 8-K
Bank, N.A. dated October 30,
1990 [File No.0-5544]
II-15
Exhibit No. Description Page No.
- ---------- ----------- -------
5 Opinion of Vorys, Sater, Pages 42 and 43
Seymour and Pease, counsel
to Ohio Casualty
Corporation
23(a) Consent of Coopers & Page 44
Lybrand L.L.P.
23(b) Consent of Vorys, Sater, Files as part of
Seymour and Pease, counsel Exhibit 5
to Ohio Casualty
Corporation
24 Power of Attorney Pages II-13 and II-14
(Pages 38 and 39 as
sequentially
numbered)
II-16
EXHIBIT 5
614) 464-6400
June 16, 1997
Ohio Casualty Corporation
136 North Third Street
Hamilton, Ohio 45025
Gentlemen and Ladies:
We have acted as counsel for Ohio Casualty Corporation, an Ohio corporation
(the "Company"), in connection with the proceedings taken and proposed to be
taken in connection with the institution of the Ohio Casualty Corporation
Agent SharePlan (the "Plan") and the sale of common shares, $.125 par value
(the "Common Shares"), of the Company pursuant to the Plan as described in the
Registration Statement on Form S-3 (the "Form S-3") to be filed with the
Securities and Exchange Commission on June 18, 1997. The purpose of the
Form S-3 is to register 250,000 Common Shares under the Plan pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
In connection with this opinion, we have examined an original or a copy of,
and have relied upon the accuracy of, without independent verification or
investigation: (a) the Form S-3; and (b) certain proceedings of the Company's
Board of Directors. We have also relied upon such other representations of
the Company and officers of the Company and such authorities of law as we have
deemed relevant as a basis for this opinion.
In our examinations and in rendering this opinion, we have assumed, without
independent investigation or examination, (a) the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of such originals of
Ohio Casualty Corporation
June 16, 1997
Page 2
such latter documents; (b) the due completion, execution and acknowledgment as
indicated thereon and delivery of all documents; and (c) compliance with
applicable federal and state securities laws. We have relied solely upon the
examinations and inquiries recited herein, and we have not undertaken any
independent investigation to determine the existence or absence of any facts,
and no inference as to our knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and the further qualifications and
limitations set forth below, as of the date hereof, we are of the opinion that
the 250,000 Common Shares of the Company to be delivered upon payment therefor
in the manner and under the terms provided in the Plan and in the Form S-3
(when it becomes effective) will, when sold, be validly issued, fully paid and
non-assessable.
This opinion is limited to the federal laws of the United States and to the
laws of the State of Ohio having effect as of the date hereof. This opinion
is furnished by us solely for the benefit of the Company in connection with
the offering of the Common Shares pursuant to the Plan and the filing of the
Form S-3 and any amendments thereto. This opinion may not be relied upon by
any other person or assigned, quoted or otherwise used without our specific
written consent.
Notwithstanding the foregoing, we consent to the filing of this opinion as
an exhibit to the Form S-3 and to the reference to us in the Form S-3 under
the caption "LEGAL MATTERS."
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE
Exhibit 23(a)
[COOPERS & LYBRAND LETTERHEAD]
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement
on Form S-3 (File No. 0-5544) of our report dated January 30, 1997, on our
audits of the consolidated financial statements and financial statement
schedules of Ohio Casualty Corporation and subsidiaries as of and for the
years ended December 31, 1996, 1995 and 1994, which report is included in
Ohio Casualty Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the reference to our firm under the
caption "Experts".
/s/Coopers & Lybrand L.L.P.
Cincinnati, Ohio
June 17, 1997