==============================================================================
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 27, 2007
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))
Page 1 of 4
============================================================================
Explanatory Note
- ----------------
This Form 8-K/A amends the Registrant's Form 8-K originally filed on
March 5, 2007 to revise ITEM 5.02(e) (ii) to include as exhibit
10.1 the form of agreement for the 2007 Senior Officer Annual Incentive
Program, which was not available at the time of filing of the original
Form 8-K. For all named executive officers, 20% of the annual incentive
award will be based on individual performance.
ITEM 5.02 (e) Compensatory Arrangement of Certain Officers
- -------------
i. On February 27, 2007, the Board of Directors of the Ohio Casualty
Corporation (the "Corporation") approved the Second Amended and
Restated Ohio Casualty Corporation Directors' Deferred Compensation
Plan (the "Plan"). The Plan is effective January 1, 2005 and was
amended to comply with the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code"). A copy of
the Plan is attached hereto as Exhibit 1.1 and hereby incorporated
by reference.
ii. On February 27, 2007, the Board of Directors of Corporation approved
The Ohio Casualty Insurance Company 2007 Senior Officer Annual
Incentive Program (the "Program"). The Program is designed to give
eligible named executive officers the opportunity to receive an
incentive bonus based on after-tax operating income and all lines
direct written premiums, as well as business unit and individual
performance. The program description for the 2007 Annual Incentive
Award will be filed once available as an amendment to this Form 8-K.
ITEM 9.01. Financial Statements and Exhibits.
- ---------
(c) Exhibits
Exhibit No. Description
---------- -----------
1.1 Second Amended and Restated Ohio Casualty Corporation
Directors' Deferred Compensation Plan
10.1 The Ohio Casualty Insurance Company 2007 Senior Officer
Annual Incentive Program.
Page 2 of 4
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
-------------------------
(Registrant)
April 12, 2007 /s/David L. Santez
-----------------------------------
David L. Santez, Vice President,
Associate General Counsel and
Assistant Secretary
Page 3 of 4
Exhibit Index
-------------
Current Report on Form 8-K
Dated February 27, 2007
Exhibit No. Description
- ---------- -----------
1.1 Second Amended and Restated Ohio Casualty Corporation Directors'
Deferred Compensation Plan
10.1 The Ohio Casualty Insurance Company 2007 Senior Officer Annual
Incentive Program.
Page 4 of 4