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
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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