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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 20, 2007
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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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This Form 8-K/A amends the Registrant's Form 8-K originally filed on
February 23, 2007 to revise ITEM 1.01 to include as exhibit 10.2 the form
of agreement for the 2007 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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On February 20, 2007, the Board of Directors of the Ohio Casualty
Corporation (the "Corporation") approved the 2007 Officer Long-Term
Incentive award which includes performance based stock units and cash for
the performance period beginning January 1, 2007 and ending December 31,
2009. The payout under this award is based on a combination of two
measures. The payout will first be calculated based on return on equity
with subsequent adjustment up or down based on the Corporation's total
shareholder return during the performance period compared to the total
shareholder returns of a pre-determined group of industry peers for the
same period. Included as Exhibit 10.1 and incorporated by reference to
this Item 1.01 is the schedule of the potential payouts under the 2007
Officer Long-Term Incentive Award for executive officers of the
Corporation. The form of agreement for the 2007 Long-Term Incentive Award
will be filed once available as an amendment to this Form 8-K.
ITEM 8.01. Other Events
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On February 20, 2007, the Corporation issued a press release announcing
that the directors of the Corporation have declared a $0.04 increase in the
regular dividend to $0.13 per share, payable March 12, 2007 to shareholders
of record on March 1, 2007. 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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10.1 Schedule of potential payouts under the 2007 Officer
Long-Term Incentive Award for executive officers of
the Corporation
10.2 Form of Agreement for the 2007 Long-Term Incentive Award
99 Press release dated February 20, 2007, announcing an
increase in the regular dividend by the Corporation 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)
April 12, 2007 /s/David L. Santez
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David L. Santez, Vice President,
Associate General Counsel and
Assistant Secretary
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Exhibit Index
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Current Report on Form 8-K
Dated February 20, 2007
Exhibit No. Description
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10.1 Schedule of potential payouts under the 2007 Officer Long-Term
Incentive Award for executive officers of the Corporation
10.2 Form of Agreement for the 2007 Long-Term Incentive Award
99 Press release dated February 20, 2007, announcing an increase
in the regular dividend by the Corporation and posted on the
Corporation's website at http://www.ocas.com
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