See Explanatory Note on Page 2
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
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 0-5544 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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Explanatory Note
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This Form 8-K/A amends the Registrant's Form 8-K originally filed on
February 16, 2006 to revise ITEM 9.01(c) to include as exhibit 10.3 the form
of agreement for the 2006 Long-Term Incentive Award, which was not available
at the time of filing of the original Form 8-K.
ITEM 1.01. Entry into a Material Definitive Agreement
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(a) On February 16, 2006, the Board of Directors of The Ohio Casualty
Corporation (the "Corporation") approved The Ohio Casualty Insurance
Company 2006 Senior Officer Annual Incentive Program (the "Program").
The Program is designed to give eligible participants the opportunity
to receive an incentive bonus based on corporate operating income and
controllable expense ratio, as well as business unit and individual
performance. Incentive bonuses for officers in the Company's Personal
Lines, Commercial Lines and Specialty Lines (collectively, "Business
Units") will be based 50% on corporate operating income and controllable
expense ratio and the remaining 50% on their respective business unit's
combined ratio and premium. For all other officers, the incentive will
be based on corporate operating income and controllable expense ratio.
A copy of the Program is attached hereto as Exhibit 10.1 and hereby
incorporated by reference.
(b) On February 16, 2006, the Board of Directors of the Corporation also
approved the 2006 Officer Long-Term Incentive award which includes
performance based stock units and cash for the performance period
beginning January 1, 2006 and ending on December 31, 2008. The payout
under this award is based on a combination of two measures. The payout
will first be calculated based on cumulative after tax operating income
with subsequent adjustment up or down based on the Company's total
shareholder return during the performance period compared to the total
shareholder returns of a pre-determined group of 17 industry peers for
the same period. Included as Exhibit 10.2 and incorporated by reference
to this Item 101(b) is the schedule of the potential payouts under the
2006 Officer Long-Term Incentive Award for executive officers of the
Corporation. The form of agreement for the 2006 Long-Term Incentive
Award will be filed once available as an amendment to this Form 8-K.
(c) On February 16, 2006, the Board of Directors of Ohio Casualty
Corporation awarded to Mr. Dan R. Carmichael, President and Chief
Executive Officer, a Freestanding Stock Appreciation Right to purchase
100,000 shares of Ohio Casualty Corporation at an exercise price of
$31.51 per share, which was the fair market value of the Company's
shares as of February 16, 2006. This award was made pursuant to the
terms of Mr. Carmichael's employment agreement with the Company.
The Freestanding Stock Appreciation Rights agreement is substantially
in the form of the Freestanding Stock Appreciation Rights agreement
included as exhibit 10.3 to the Form 8-K filed by the Company on
December 5, 2005 and is hereby incorporated by reference.
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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 2006 Senior Officer
Annual Incentive Program.
10.2 Schedule of potential payouts under the 2006 Officer
Long-Term Incentive Award for executive officers of the
Corporation.
10.3 Form of Agreement for the 2006 Long-Term Incentive Award
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 14, 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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10.1 The Ohio Casualty Insurance Company 2006 Senior Officer Annual
Incentive Program.
10.2 Schedule of potential payouts under the 2006 Officer Long-Term
Incentive Award for executive officers of the Corporation.
10.3 Form of Agreement for the 2006 Long-Term Incentive Award
Page 4 of 4