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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) December 1, 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 Material Definitive Agreement
(a) On December 1, 2005, Ohio Casualty Corporation (the "Company") entered
into an employment agreement with its President and Chief Executive
Officer Dan R. Carmichael ("Employment Agreement".) Pursuant to the
Employment Agreement, Mr. Carmichael was granted 75,000 restricted
shares subject to a five-year forfeiture period and 250,000
Freestanding Stock Appreciation Rights with a three year vesting
period, both effective as of December 1, 2005. Mr. Carmichael will
also receive 100,000 Stock Appreciation Rights with a three year
vesting period effective as of February 16, 2006. Additionally, the
Company also entered into a separate Change in Control agreement with
Mr. Carmichael, in lieu of a change in control provision which was
part of Mr. Carmichael's previous employment agreement. The Employment
Agreement, Restricted Stock Award Agreement, Freestanding Stock
Appreciation Right Award Agreement and the Change in Control
agreements are filed as Exhibit 10.1, 10.2, 10.3 and 10.4 hereto, and
are incorporated herein by reference.
The Company issued a press release on December 5, 2005 in connection
with the Employment Agreement, which is posted on the Company's website
at http://www.ocas.com and is attached hereto as Exhibit 99 and hereby
incorporated by reference.
(b) On December 1, 2005, the Board of Directors also approved an amendment
to The Ohio Casualty Corporation 1993 Stock Incentive Plan (the "1993
Plan") to allow the participants under the plan to designate a
beneficiary to receive or to exercise any awards that are unexercised
and exercisable upon the participant's death. Upon approval by the
Board of Directors, Section 12 of the 1993 Plan has been amended in its
entirety to read as follows:
12. Nontransferability. Each Stock Option, Stock Appreciation
Right, Limited Stock Appreciation Right and Restricted Stock Award
granted under this Program shall not be transferable other than by
will or the laws of descent and distribution, and shall be
exercisable, during the Participant's lifetime, only by the
Participant or the Participant's guardian or legal representative.
Each Participant may name a "successor in interest" or "successors
in interest" (who may be named contingently or successively) to
receive or to exercise any vested Award that is unpaid or
unexercised and exercisable at or upon the Participant's death.
Each designation made will revoke all earlier designations made by
the same Participant, must be made on a form prescribed by the
Committee and will be effective only when filed in writing with
the Committee. If a Participant has not effectively designated a
successor interest, the deceased Participant's successor in
interest will be his or her surviving spouse or, if there is no
surviving spouse, the deceased Participant's estate.
Whenever the term "successor in interest" or "successors in
interest" is used in the Plan, it will refer to the person
identified through the procedures described in this section.
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ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Employment Agreement by and between The Ohio Casualty
Corporation and Dan R. Carmichael, effective December 1,
2005
10.2 Restricted Stock Award Agreement for Dan R. Carmichael
dated December 1, 2005
10.3 Freestanding Stock Appreciation Right Award Agreement
dated December 1, 2005
10.4 Change in Control Agreement by and between The Ohio
Casualty Corporation and Dan R. Carmichael, effective
December 1, 2005
99 Press release issued by the Company dated December 5,
2005
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)
December 5, 2005 ------------------------------------
Debra K. Crane Senior Vice President,
General Counsel and Secretary
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