See Explanatory Note on Page 2
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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 16, 2006
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OHIO CASUALTY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 0-05544 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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Explanatory Note
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The Form 8-K/A amends the Registran's Form 8-K filed on February 16, 2006 to
revise ITEM 5.02(d) to reflect Mr. Tysoe's option exercise price will be
equal to the closing price of the Company's shares on March 15, 2006, which
date was inadvertently reported in the original filing as February 16, 2006.
ITEM 5.02(d) Election of New Director
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On February 16, 2006, Ohio Casualty Corporation ("the Company") issued a
press release announcing the appointment of Ronald W. Tysoe to the Board of
Directors effective March 15, 2006.
Mr. Tysoe has served as Director of Federated Department Stores, Inc. since
1990. He also serves on the Boards of E. W. Scripps Company and Canadian
Imperial Bank of Commerce. For serving as a director of the Company through
May 16, 2006, Mr. Tysoe will receive a cash retainer of $7,500, a restricted
stock award of 250 shares and a stock option to purchase 750 shares of the
Company at an exercise price equal to the closing price of the Company's
shares on March 15, 2006.
There is no family relationship between Mr. Tysoe and any other executive
officer or director of the Company, and there is no arrangement or
understanding under which he was appointed other than as described in this
Item 5.02(d). There are no transactions to which the Corporation or any of
its subsidiaries is a party and in which Mr. Tysoe has a material interest
subject to disclosure under Item 404(a) of Regulation S-K.
The press release announcing Mr. Tysoe's appointment was posted on the
Corporation's website at http://www.ocas.com and is attached hereto
as Exhibit 99.1 and hereby incorporated by reference.
ITEM 8.01. Other Events
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On February 16, 2006, Ohio Casualty Corporation (the "Corporation") issued a
press release announcing that the directors of the Corporation have declared
a quarterly dividend of $.09 cents per share, payable March 10, 2006 to
shareholders of record on March 1, 2006. The press release was posted on the
Corporation's website at http://www.ocas.com and is attached hereto as
Exhibit 99.2 and hereby incorporated by reference.
ITEM 9.01. Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
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99.1 Press release dated February 16, 2006, announcing the
appointment of Ronald W. Tysoe to its Board of Directors
and posted on the Corporation's website at
http://www.ocas.com.
99.2 Press release dated February 16, 2006, announcing the
declaration of quarterly dividend by the 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)
February 17, 2006 /s/David L. Santez
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David L. Santez, Assistant Vice
President, Associate General
Counsel and Assistant Secretary
Page 3 of 4
Exhibit Index
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Current Report on Form 8-K
Dated February 16, 2006
Exhibit No. Description
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99.1 Press release dated February 16, 2006 announcing the
appointment of Ronald W. Tysoe to its Board of Directors and
posted on the Corporation's website at http://www.ocas.com.
99.2 Press release dated February 16, 2006, announcing the
declaration of quarterly dividend by the Company and posted on
the Corporation's website at http://www.ocas.com
Page 4 of 4