1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 3
Amending Form 8-A Filed December 19, 1989, as amended by
Form 8 Filed November 7, 1990
and Form 8-A/A Filed April 6, 1994
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OHIO CASUALTY CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0783294
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(State of incorporation or organization (I.R.S. Employer
Identification No.)
136 North Third Street, Hamilton, Ohio 45025
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(Address of principal executive offices) (ZIP Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered each class is registered
- ------------------------------ ------------------------------
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
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(Title of Class)
Page 1 of 118 Pages
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This Form 8-A/A amends and supplements the Form 8-A filed by Ohio
Casualty Corporation (the "Company") with the Securities and Exchange
Commission ("SEC") on December 19, 1989, as previously amended by the Form 8
filed with the SEC on November 7, 1990, and the Form 8-A/A filed with the SEC
on April 6, 1994, with respect to Common Share Purchase Rights (the "Form 8-
A").
Item 1. Description of Securities to be Registered.
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Item 1 of the Form 8-A is amended by substituting the following:
On December 15, 1989, the Board of Directors of Ohio Casualty
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding common share, par value twelve and one-half cents ($0.125)
per share (the "Common Stock"), of the Company to shareholders of record at
the close of business on December 29, 1989. On February 17, 1994, the Board
of Directors of the Company authorized an adjustment of the Rights associated
with each share of Common Stock in connection with a 2-for-1 share split with
the result that each share of Common Stock outstanding following such share
split is accompanied by one-half of one Right. The exercise price of one
whole Right was reduced in connection with such share split from $150 per
share to $75 per share. The Rights were issued upon the terms and subject to
the conditions set forth in a Rights Agreement, dated as of December 15, 1989,
as amended on February 28, 1990, October 17, 1990, April 1, 1994, and June 8,
1995, between the Company and First Chicago Trust Company of New York (as
successor rights agent to Mellon Bank, N.A.) (the "Prior Rights Agreement").
First Chicago Trust Company of New York is hereafter referred to herein as the
"Rights Agent."
On February 19, 1998, the Board of Directors of the Company adopted
amendments to the Prior Rights Agreement (the "Amendments"), which are
incorporated in an Amended and Restated Rights Agreement (the "Rights
Agreement"), dated as of February 19, 1998, between the Company and First
Chicago Trust Company of New York, as Rights Agent, which supersedes the Prior
Rights Agreement. A copy of the Rights Agreement is attached as an exhibit
hereto and is incorporated herein by reference.
Page 2 of 118 Pages
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As of the date hereof, there is associated with each outstanding
share of Common Stock one-half of one Right. Except as set forth in the
Rights Agreement, each whole Right, when exercisable, entitles the registered
holder to purchase from the Company one share of Common Stock at a price of
$250.00 per share, subject to adjustment.
The following is a summary of the terms of the Rights as set forth
in the Rights Agreement:
The Rights (or fractional Rights) are attached to all Common Stock
certificates representing outstanding shares, and no separate Right
certificates have been distributed. Until the earlier to occur of (i) the
close of business on the tenth business day after the first date of a public
announcement (the "Stock Acquisition Date") that, without the prior approval
of the Company's Board of Directors, a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Common Stock of the Company or (ii) the close of business on the tenth
business day (or such later date and time as may be determined by action of
the Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the commencement of (or a public announcement of an intention to
make) a tender offer or exchange offer which would result in any person or
group of related persons becoming an Acquiring Person (the earlier of (i) and
(ii) above being called the "Distribution Date"), the Rights will be evidenced
by the Common Stock certificates and not by separate Right certificates.
The following persons are excluded from the definition of Acquiring
Person: the Company or any subsidiary of the Company, any employee benefit
plan of the Company or any subsidiary or any entity holding shares of Common
Stock organized, appointed or established by the Company or a subsidiary for
or pursuant to any such plan, and Joseph L. Marcum and any Affiliate or
Associate of Joseph L. Marcum. No person shall become an Acquiring Person as
the result of an acquisition of Common Stock by the Company or as a result of
having received Common Stock through a gift, bequest, inheritance or by
operation of law upon the death of an individual; provided, however, that if a
Person
Page 3 of 118 Pages
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becomes the beneficial owner of 20% or more of the shares of Common Stock of
the Company by reason of shares purchased by the Company or any such gift,
bequest or inheritance and, after such time, becomes the beneficial owner of
additional shares while such Person is a beneficial owner of 20% or more of
the shares of Common Stock then outstanding, then such person will be deemed
to be an Acquiring Person (unless such acquisition has been approved by the
Board of Directors). The Rights Agreement provides that, in the event a
person shall become an Acquiring Person inadvertently, and such person divests
as promptly as practicable a sufficient number of shares so that such person
would no longer be an Acquiring Person, then such person shall not be deemed
an Acquiring Person. The Rights Plan also provides that neither First
Financial Bancorp., Hamilton, Ohio, nor any officer, director, employee,
Affiliate or Associate of First National Bancorp. or of any Affiliate of First
National Bancorp. shall be deemed a beneficial owner of Common Stock which is
held by First Financial Bancorp. or any of its Affiliates in a fiduciary or
custodial capacity, other than shares as to which any such excluded person has
an actual ownership interest.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with Common Stock certificates.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued upon transfer or new issuance of
the Common Stock will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or expiration
of the Rights), the surrender for transfer of any certificates for Common
Stock (with or without a Summary of Rights attached) will also constitute the
transfer of the Rights (or fractional Rights) associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Common Stock as of
the Distribution Date, and the separate Rights Certificates alone will
evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the earlier of (i) December 15, 2009, or (ii) the date
of redemption by the Company as described below.
Page 4 of 118 Pages
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The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the Common Stock,
(ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for Common Stock, certain convertible securities or
securities having the same or more favorable rights, privileges and
preferences as the Common Stock at less than the current market price of the
Common Stock or (iii) upon the distribution to holders of the Common Stock of
evidences of indebtedness or assets (excluding regular quarterly cash
dividends out of earnings or retained earnings and dividends payable in Common
Stock ) or of subscription rights or warrants (other than those referred to
above). In addition to or in lieu of any such adjustments, the Board of
Directors has the authority to make such adjustments to the exercise price of
the Rights, the number of shares of Common Stock eligible for purchase on
exercise of each Right or the number of Rights outstanding as it deems
appropriate in the circumstances and not inconsistent with the objectives of
the Board in adopting the Rights Agreement.
In the event that, following the Stock Acquisition Date, the
Company is involved in a merger or consolidation (other than a merger or
consolidation which would result in all of the voting power represented by the
securities of the Company outstanding prior thereto continuing to represent
all of the voting power of the surviving company and the holders of such
securities not having changed as a result thereof), or 50% or more of the
assets or earning power of the Company and its subsidiaries are sold (in one
transaction or a series of transactions), proper provision shall be made so
that each holder of a whole Right shall thereafter have the right to receive
(unless the Rights have been redeemed as described below) upon the exercise
thereof at the then-current exercise price of the whole Right, that number of
shares of common stock of the acquiring company (or, in the event there is
more than one acquiring company, the acquiring company receiving the greatest
portion of the assets or earning power transferred) which at the time of such
transaction would have a market value of two times the exercise price of the
Right (such right being called the "Merger Right").
Page 5 of 118 Pages
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In the event that a person becomes an Acquiring Person, proper
provision shall be made so that each holder of a whole Right will, for a 60-
day period commencing on the eleventh business day after the Stock Acquisition
Date (or for a period of 60 days following the effective date of the relevant
registration statement), have the right to receive (unless the Rights have
been redeemed as described below) upon exercise thereof at the then-current
exercise price of the Right that number of shares of Common Stock of the
Company having a market value of two times the exercise price of the Right, to
the extent sufficient shares are legally available therefor, and then (after
all legally available shares of Common Stock have been issued) a common stock
equivalent (such as preferred stock, if then authorized and legally available
therefor, or another equity security with at least the same economic value as
the common), having a market value of two times the exercise price of the
Right, with Common Stock to the extent available being issued first (such
right being called the "Subscription Right"). If the Company is unable to
cause sufficient shares of Common Stock and/or common stock equivalents to be
available for issuance upon exercise of the Rights, each Right shall
thereafter represent the right to receive an adjusted number of shares of
Common Stock and/or common stock equivalents at an adjusted purchase price,
such adjustments to be made in accordance with the Rights Agreement. The
holder of a Right will continue to have the Merger Right whether or not such
holder exercises the Subscription Right.
Upon the occurrence of any of the events giving rise to the
exercisability of the Subscription Right or the Merger Right, any Rights
(including fractional Rights) that are or were beneficially owned by an
Acquiring Person on or after the earlier of the Distribution Date or the Stock
Acquisition Date shall become void insofar as they relate to the Subscription
Right or the Merger Right and any holder of such Rights will have no right to
exercise such Rights insofar as they relate to the Subscription Right or the
Merger Right.
Page 6 of 118 Pages
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With certain exceptions, no adjustments in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1%
in such Purchase Price. No fractions of shares will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) the close of
business on the tenth business day after the Stock Acquisition Date or (ii)
the close of business on the date of expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $0.01 per whole
Right (the "Redemption Price"), which redemption shall be effective upon the
action of the Board of Directors of the Company. Additionally, the Company
may thereafter redeem the then-outstanding Rights in whole, but not in part,
at the Redemption Price following an event giving rise to, and the expiration
of the exercise period for, the Subscription Right if and for as long as no
person beneficially owns 20% or more of the outstanding shares of Common Stock
of the Company. Upon the effective date of the redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Company and the Rights
Agent without the consent of the holders of the Rights, including an amendment
to lower the threshold for exercisability of the Rights from 20% to not less
than the greater of (i) any percentage greater than the largest percentage of
the outstanding shares of Common Stock then known to the Company to be
beneficially owned by any person or group of affiliated or associated persons
and (ii) 10%, except that from and after the Distribution Date, no such
amendment may adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
Page 7 of 118 Pages
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A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission (the "Commission") as an Exhibit to a Current Report
on Form 8-K. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights
Agreement, which is incorporated herein by reference.
Page 8 of 118 Pages
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Item 2. Exhibits.
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Item 2 is hereby amended in its entirety as follows:
Exhibit No. Description Page No.
- ----------- ----------- --------
4a, 4b Rights Agreement dated as of Filed as Exhibit to
December 15, 1989, between the Ohio Casualty
Ohio Casualty Corporation Corporation Form 8-A
and Mellon Bank, N.A., which dated December 15,
includes as Exhibit A the form 1989, filed with SEC
of Right Certificate on December 19, 1989
4c First Supplement to Rights Filed as an Exhibit
Agreement dated as of to a Form 8 Amend-
February 28, 1990 ment to the Ohio
Casualty Corporation
Form 8-A, which
amendment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
4d Second Supplement to Rights Filed as an Exhibit
Agreement dated as of to a Form 8 Amend-
October 17, 1990 ment to the Ohio
Casualty Corporation
Form 8-A, which amend-
ment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
4e Conformed copy of Third Filed as Exhibit to
Supplement to Rights Agree- a Form 8-A/A dated
ment dated as of March 15, April 1, 1994, and
1994 filed with the SEC
on April 16, 1994
Page 9 of 118 Pages
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4f Amended and Restated Rights 13
Agreement dated as of
February 19, 1998, between
Ohio Casualty Corporation
and First Chicago Trust Company
of New York, as Rights Agent,
which includes as Exhibit A
the form of Rights Certificate
99.1 Letter sent to the shareholders Filed as Exhibit to
of Ohio Casualty Corporation the Ohio Casualty
with regard to the adoption Corporation Form 8-A
of the Rights Agreement and dated December 15,
the issuance of the Rights 1989, filed with SEC
on December 19, 1989
99.2 Certificate of Adjustment Filed as Exhibit to
by the Company dated as of a Form 8-A/A dated
April 1, 1994 April 1, 1994, and
filed with the SEC
on April 16, 1994
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, thereto
duly authorized.
OHIO CASUALTY CORPORATION
Date: February 19, 1998 By: /s/ Lauren N. Patch
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Its President and Chief Executive
Officer
Page 10 of 118 Pages
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INDEX TO EXHIBITS
Exhibit No. Description Page No.
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4a, 4b Conformed copy of Rights Agreemen Filed as Exhibit to
dated as of December 15, 1989, the Ohio Casualty
between Ohio Casualty Corporation Corporation Form 8-A
and Mellon Bank, N.A., which dated December 15,
includes as Exhibit A the form 1989, filed with SEC
of Right Certificate on December 19, 1989
4c Conformed copy of First Supple- Filed as an Exhibit
ment to Rights Agreement dated to a Form 8 Amend-
as of February 28, 1990 ment to the Ohio
Casualty Corporation
Form 8-A, which
amendment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
4d Conformed copy of Second Filed as an Exhibit
Supplement to Rights Agree- to a Form 8 Amend-
ment dated as of October 17, ment to the Ohio
1990 Casualty Corporation
Form 8-A, which amend-
ment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
4e Conformed copy of Third Filed as Exhibit to
Supplement to Rights Agree- a Form 8-A/A dated
ment dated as of March 15, April 1, 1994, and
1994 filed with the SEC
on April 16, 1994
Page 11 of 118 Pages
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4f Amended and Restated Rights 13
Agreement dated as of
February 19, 1998, between
Ohio Casualty Corporation
and First Chicago Trust Company
of New York, as Rights Agent,
which includes as Exhibit A
the form of Rights Certificate
99.1 Form of letter sent to the Filed as Exhibit to
shareholders of Ohio Casualty the Ohio Casualty
Corporation with regard to the Corporation Form 8-A
adoption of the Rights Agree- dated December 15,
ment and the issuance of the 1989, filed with SEC
Rights on December 19, 1989
99.2 Certificate of Adjustment Filed as Exhibit to
by the Company dated as of a Form 8-A/A dated
April 1, 1994 April 1, 1994, and
filed with the SEC
on April 16, 1994
Page 12 of 118 Pages