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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) February 25, 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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(a) On February 25, 2005, the Board of Directors of The Ohio Casualty
Insurance Company (the "Company") approved The Ohio Casualty Insurance
Company 2005 Executive Officer Annual Incentive Program (the "Program").
The Program is designed to give eligible participants the opportunity to
receive an incentive bonus based on Company performance measures as well
as business unit and individual performance. Incentive bonuses for
executive officers in the Company's Personal Lines, Commercial Lines and
Specialty Lines (collectively, "Business Units") will be based 50% on
corporate operating income and the remaining 50% on their respective
business unit's combined ratio and premium. For all other executive
officers, the incentive will be based on corporate operating income. A
copy of the Program is attached hereto as Exhibit 10.1 and hereby
incorporated by reference.
(b) On February 25, 2005, the Board of Directors of Ohio Casualty Corporation
granted to Mr. Michael A. Winner, Executive Vice president and Chief
Financial Officer, a stock option to purchase 25,000 shares of Ohio
Casualty Corporation at an exercise price of $24.55 per share, which was
the fair market value of the Company's shares as of February 25, 2005. A
copy of the agreement is attached hereto as Exhibit 10.2 and hereby
incorporated by reference.
(c) On March 1, 2005, the Company issued a press release announcing the
appointment of Mr. Paul Gerard as its Senior Vice President, Investments,
effective March 21, 2005. As part of the employment offer to Mr. Gerard,
Ohio Casualty agreed to pay Mr. Gerard for 2005, an annual bonus equal to
the greater of $96,000 or the bonus otherwise payable under the 2005
Executive Officer Annual Incentive Program. The Company will also enter
into a Change in Control Agreement with Mr. Gerard. 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 Company on March 12, 2004. A copy of the press release announcing
Mr. Gerard's appointment is attached as Exhibit 99.
ITEM 9.01. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit No. Description
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10.1 The Ohio Casualty Insurance Company 2005 Executive
Officer Annual Incentive Program.
10.2 Stock Option Agreement dated February 25, 2005 between
Ohio Casualty Corporation and Michael A. Winner.
99 Press release dated March 1, 2005, announcing the
appointment of Paul Gerard as Senior Vice President,
Investments 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)
March 1, 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 February 25, 2005
Exhibit No. Description
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10.1 The Ohio Casualty Insurance Company 2005 Executive Officer
Annual Incentive Program.
10.2 Stock Option Agreement dated February 25, 2005 between Ohio
Casualty Corporation and Michael A. Winner.
99 Press release dated March 1, 2005, announcing the appointment
of Paul Gerard as Senior Vice President, Investments of The
Ohio Casualty Insurance Company, and posted on the
Corporation's website at http://www.ocas.com.
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