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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) May 18, 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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ITEM 1.01. Entry into a Material Definitive Agreement
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Effective May 18, 2006, The Ohio Casualty Insurance Company (the "Company")
established The Ohio Casualty Insurance Company Deferred Compensation Program
II (the "Plan") to enable deferrals that may arise under Section 3.03[2]
of the Employment Agreement (the "Employment Agreement") by and between the
Ohio Casualty Corporation and Dan R. Carmichael effective December 1, 2005.
Pursuant to the terms of the Employment Agreement the Company will contribute
to the Plan those amounts deferred which are compensation payable to Mr.
Carmichael and which are reasonably anticipated to exceed the limitation or
deductible compensation under Code Section 162(m) for a particular Plan year,
if any. Amounts contributed to the Plan will be credited with an interest
rate equal to one year LIBOR for the first day of each Plan year. The Plan
will be filed once available as an amendment to this Form 8-K.
Also, on May 18, 2006, the non-employee directors of Ohio Casualty Corporation
were awarded non-qualified stock options for 3,000 shares each subject to a
six month vesting period and five year term. Each non-employee director was
also granted 1,000 restricted shares subject to a six month forfeiture period.
The above awards were made pursuant to the Ohio Casualty Corporation 2005
Incentive Plan that was adopted on May 19, 2005.
ITEM 8.01. Other Events
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On May 18, 2006, the Corporation issued a press release announcing that the
directors of the Corporation have declared a quarterly dividend of $.09 cents
per share, payable June 12, 2006 to shareholders of record on June 1, 2006.
The press release was posted on the Corporation's website at
http://www.ocas.com and is attached hereto as Exhibit 99 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 Press release dated May 18, 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)
May 22, 2006 /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 May 18, 2006
Exhibit No. Description
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99 Press release dated May 18, 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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