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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 11, 2005
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OHIO CASUALTY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 0-5544 31-0783294
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9450 Seward Road, Fairfield, Ohio 45014
(Address of principal executive offices) (Zip Code)
(513) 603-2400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. Entry into a Material Definitive Agreement
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In connection with the appointment of Michael E. Sullivan described in Item
5.02 below and incorporated by reference into this Item 1.01, Ohio Casualty
Corporation (the "Corporation") will enter into a Change in Control agreement
(the "Change in Control Agreement") with Mr. Sullivan. This Change in Control
Agreement will be substantially in the form of the Amended Change in Control
Agreement filed as exhibit 1(e) to the 2003 Form 10-K filed by the Corporation
on March 12, 2004.
ITEM 5.02. Appointment of Principal Officer
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On January 11, 2005, Ohio Casualty Corporation ("the Corporation") issued a
press release announcing the appointment of Mr. Sullivan as Senior Vice
President of The Ohio Casualty Insurance Company.
Mr. Sullivan, who is 41, has served as Vice President of the Commercial Lines
Division of The Ohio Casualty Insurance Company since December 2001. Prior to
that time, Mr. Sullivan held several positions in the insurance industry,
including divisional Vice President of the Great American Insurance Company.
There is no family relationship between Mr. Sullivan and any other executive
officer or director of the Corporation, and there is no arrangement or
understanding under which he was appointed other than as described in Item
1.01. There are no transactions to which the Corporation or any of its
subsidiaries is a party and in which Mr. Sullivan has a material interest
subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Sullivan's appointment is attached
as Exhibit 99 and hereby incorporated by reference into this Item 5.02.
ITEM 9.01. Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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99 Press release dated January 11, 2005, announcing the
appointment of Michael E. Sullivan as Senior Vice
President of The Ohio Casualty Insurance Company, and
posted on the Corporation's website at
http://www.ocas.com.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OHIO CASUALTY CORPORATION
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(Registrant)
January 14, 2005 /s/Debra K. Crane
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Debra K. Crane, Senior Vice
President, General Counsel and
Secretary
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Exhibit Index
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Current Report on Form 8-K
Dated January 11, 2005
Exhibit No. Description
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99 Press release dated January 11, 2005, announcing the
appointment of Michael E. Sullivan as Senior Vice President
of The Ohio Casualty Insurance Company, and posted on the
Corporation's website at http://www.ocas.com.
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