1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-A/A AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 13 or 15(d) of The Securities Exchange Act of 1934 Commission File No. 0-5544 OHIO CASUALTY CORPORATION (Exact name of registrant as specified in its charter) OHIO (State or other jurisdiction of incorporation or organization) 136 North Third Street, Hamilton, Ohio (Address of principal executive offices) 45025 (Zip Code) 31-0783294 (I.R.S. Employer Identification No.) (513) 867-3000 (Registrant's telephone number) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class to be so registered None Name of each exchange on which each class is to be registered None If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c) (1), please check the following box. _ If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent reg- istration statement under the Securities Act of 1933 pursuant to General Instruction A.(c) (2), please check the following box. _ Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) The undersigned registrant hereby amends the following items, financial statements, exhibits or other portion of its Registration Statement on Form 8-A filed on December 19, 1989, as previously amended in a Form 8 filed on November 7, 1990 and a Form 8-A/A filed on April 1, 1994, as set forth in the pages attached hereto: Item 1. Description of Securities to be Registered Item 2. Exhibits Page 1 of 5 Pages 2 ITEM 1. Description of Securities to be Registered ------------------------------------------ Item 1 is hereby supplemented by adding the following paragraph: Pursuant to a Fourth Amendment ("Fourth Amendment") to Rights Agreement, dated as of September 5, 1995, between Ohio Casualty Corporation (the "Company") and First Chicago Trust Company of New York ("First Chicago"), the Company appointed First Chicago as successor Rights Agent under the Rights Agreement dated as of December 15, 1989, between the Company and Mellon Bank, N.A., as amended (the "Rights Agreement"). The predecessor Rights Agent under the Rights Agreement was Mellon Bank, N.A. A copy of the Fourth Amendment is available from the Company free of charge. This summary description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the actual text of the Fourth Amendment, which document is incorporated herein by reference. ITEM 2. Exhibits -------- Item 2 is hereby supplemented by adding the following paragraph: Exhibit No. Description Page ----------- ----------- ---- 1, 2 Conformed copy of Rights Agreement dated Filed as an Exhibit to as of December 15, 1989, between Ohio the Ohio Casualty Cor- Casualty Corporation and Mellon Bank, poration Form 8-A dated N.A., which includes as Exhibit A the December 15, 1989, filed form of Right Certificate with SEC on December 19, 1989 3 Form of letter to be sent to the share- Filed as an Exhibit to holders of Ohio Casualty Corporation Ohio Casualty Cor- with regard to the adoption of the poration Form 8-A dated Rights Agreement and the issuance of December 15, 1989, filed the Rights with SEC on December 19, 1989 4 Conformed copy of First Supplement to Filed as an Exhibit to a Rights Agreement dated as of February Form 8 Amendment to the 28, 1990 Ohio Casualty Corpora- tion Form 8-A, which amendment was dated Oc- tober 30, 1990, and was filed with the SEC on November 7, 1990 5 Conformed copy of Second Supplement to Filed as an Exhibit to a Rights Agreement dated as of October Form 8 Amendment to the 17, 1990 Ohio Casualty Corpora- tion Form 8-A, which amendment was dated Oc- tober 30, 1990, and was filed with the SEC on November 7, 1990 Page 2 of 5 Pages 3 Exhibit No. Description Page ----------- ----------- ---- 6 Conformed copy of Third Supplement to Filed as an Exhibit to a Rights Agreement dated as of March 15, Form 8-A/A Amendment to 1994 the Ohio Casualty Cor- poration 8-A, which amendment was dated April 1, 1994, and was filed with the SEC on April, 1994 7 Certificate of Adjustment by the Filed as an Exhibit to a Company dated as of April 1, 1994 Form 8-A/A Amendment to the Ohio Casualty Cor- poration 8-A, which amendment was dated April 1, 1994, and was filed with the SEC on April, 1994 8 Fourth Amendment to Rights Agreement, Filed herewith dated as of September 5, 1995, by and between Ohio Casualty Corporation and First Chicago Trust Company of New York, as successor Rights Agent SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized. OHIO CASUALTY CORPORATION ----------------------------- (Registrant) September 15, 1995 /s/ Barry S. Porter ----------------------------- Barry S. Porter, CFO/Treasurer (on behalf of Registrant and as Principal Accounting Officer) Page 3 of 5 Pages 4 INDEX TO EXHIBITS ----------------- Exhibit No. Description Page ----------- ----------- ---- 1, 2 Conformed copy of Rights Agreement dated Filed as an Exhibit to as of December 15, 1989, between Ohio the Ohio Casualty Cor- Casualty Corporation and Mellon Bank, poration Form 8-A dated N.A., which includes as Exhibit A the December 15, 1989, filed form of Right Certificate with SEC on December 19, 1989 3 Form of letter to be sent to the share- Filed as an Exhibit to holders of Ohio Casualty Corporation the Ohio Casualty Cor- with regard to the adoption of the poration Form 8-A dated Rights Agreement and the issuance of December 15, 1989, filed the Rights with SEC on December 19, 1989 4 Conformed copy of First Supplement to Filed as an Exhibit to a Rights Agreement dated as of February Form 8 Amendment to the 28, 1990 Ohio Casualty Corpora- tion Form 8-A, which amendment was dated Oc- tober 30, 1990, and was filed with the SEC on November 7, 1990 5 Conformed copy of Second Supplement to Filed as an Exhibit to a Rights Agreement dated as of October Form 8 Amendment to the 17, 1990 Ohio Casualty Corpora- tion Form 8-A, which amendment was dated Oc- tober 30, 1990, and was filed with the SEC on November 7, 1990 6 Conformed copy of Third Supplement to Filed as an Exhibit to a Rights Agreement dated as of March 15, Form 8-A/A Amendment to 1994 the Ohio Casualty Cor- poration 8-A, which amendment was dated April 1, 1994, and was filed with the SEC on April, 1994 7 Certificate of Adjustment by the Filed as an Exhibit to a Company dated as of April 1, 1994 Form 8-A/A Amendment to the Ohio Casualty Cor- poration 8-A, which amendment was dated April 1, 1994, and was filed with the SEC on April, 1994 Page 4 of 5 Pages 5 Exhibit No. Description Page ----------- ----------- ---- 8 Fourth Amendment to Rights Agreement, Filed herewith dated as of September 5, 1995, by and between Ohio Casualty Corporation and First Chicago Trust Company of New York, as successor Rights Agent Page 5 of 5 Pages