Exhibit 3(i)
OHIO CASUALTY CORPORATION
AMENDED ARTICLES OF INCORPORATION
(reflecting amendments through May 10, 2000)
(for SEC reporting purposes only, not filed with the Secretary of State)
FIRST: The name of the corporation shall be Ohio Casualty Corporation.
SECOND: The place in the State of Ohio where the principal office of the
corporation is to be located is the City of Fairfield, County of Butler.
THIRD: The purpose for which the corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized number of shares of the corporation shall be
150,000,000, each with a par value of twelve and one-half cents ($.125)
(designated as "Common Shares") and 2,000,000 preferred shares, without par
value (designated as "Preferred Shares"). The express terms of the shares of
each class are as follows:
(A) Express Terms of the Common Shares. The common shares shall be subject to
the express terms of the Preferred Shares and the express terms of any series
thereof. Each common share shall be equal to every other common share. Subject
to the provisions of applicable law and these Amended Articles, each common
share shall entitle the holder thereof to one vote on each matter properly
submitted to the shareholders for their vote, consent, waiver, release or other
action. Subject to any rights to receive dividends or distributions to which the
holders of Preferred Shares may be entitled, the holders of common shares shall
be entitled to receive such dividends or distributions as may from time to time
be declared by the Board of Directors of the corporation.
(B) Express Terms of the Preferred Shares. The Preferred Shares may be issued
from time to time in one or more series. All Preferred Shares shall be of equal
rank and shall be identical, except in respect of the terms that may be fixed or
changed by the Board of Directors of the corporation as hereinafter provided,
and each share of a series of Preferred Shares shall be identical with all other
shares of such series, except as to the dates from which dividends or
distributions shall be cumulative. Subject to the provisions of this paragraph
(B), which provisions shall apply to all Preferred Shares, the Board of
Directors of the corporation is authorized to cause shares of Preferred Shares
to be issued in one or more series and with respect to each such series to fix
prior to the issuance of shares of such series (and thereafter, to the extent
provided in clause (2) of this paragraph (B)) the following:
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(1) The designation of the series, which may be by distinguishing number,
letter or title:
(2) The authorized number of shares of the series, which number the Board of
Directors of the corporation may (except to the extent otherwise provided in the
creation of the series) increase or decrease from time to time before or after
the issuance of shares of such series (but not below the number of shares of
such series then outstanding);
(3) The dividend or distribution rate of the series;
(4) The dates of payment of dividends or distributions and the dates from
which the dividends or distributions shall be cumulative;
(5) The amounts payable on shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
corporation;
(6) The redemption rights and price or prices for shares of the series;
(7) The sinking fund requirements for the purchase or redemption of shares of
the series;
(8) The conversion rights of the shares of the series;
(9) The restrictions on the issuance of shares of the same series or of any
other class or series; or
(10) Such other terms as the Board of Directors may from time to time be
permitted by law to fix or change.
The Board of Directors of the corporation is authorized to adopt from time to
time amendments to these Amended Articles fixing or changing, with respect to
each such series, the matters described in the preceding clauses (1) through
(10), inclusive, of paragraph (B) above.
Subject to the provisions of applicable law and these Amended Articles, each
Preferred Share shall entitle the holder thereof to one vote on each matter
properly submitted to the shareholders for their vote, consent, waiver, release
or other action. Except as otherwise required by law or these Amended Articles,
the common shares and the Preferred Shares shall be voted together as a single
class.
FIFTH: The Board of Directors of the corporation, when evaluating any
offer of another party to (A) purchase or otherwise acquire all or substantially
all of the properties or assets of the corporation, (B) merge or consolidate the
corporation with or into another corporation or another person, or (C) make a
tender or exchange offer for any equity security of the corporation, may, in
connection with the exercise of its judgment in
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determining what is in the best interests of the corporation and its
shareholders, give due consideration to all relevant factors, including without
limitation (1) the social and economic effects of the proposed transaction on
the employees, shareholders and other constituents of the corporation and its
subsidiaries and on the communities in which the corporation and its
subsidiaries operate or are located, (2) the fairness of the price or financial
terms of the proposal, and (3) the relationship of the proposal to the value of
the corporation in a transaction of a similar type resulting from arm's length
negotiations.
SIXTH: The Board of Directors shall have the power to cause the
corporation from time to time to purchase, hold, sell, transfer or otherwise
deal with its own shares or with any security or other promissory obligation
which may be convertible into its own shares or may authorize the holder thereof
to purchase its own shares, but such authority shall not limit the plenary
authority of the Board of Directors to cause the corporation to purchase, sell,
transfer or otherwise deal with securities and other promissory obligations
which are not so convertible and do not so authorize.
SEVENTH: A director of this corporation shall not be disqualified by his
office from dealing or contracting with the corporation as vendor, purchaser,
employee, agent, or otherwise, nor shall any transaction or contract or act of
this corporation be void or voidable or in any way affected or invalidated by
reason of the fact that any director of any firm of which any director is a
member or any corporation of which any director is a shareholder or director is
in any way interested in such transaction or contract or act, provided the fact
that such director or such firm or such corporation is so interested shall be
disclosed or shall be known to the Board of Directors or such members thereof as
shall be present at any meeting of the Board of Directors at which action upon
any such contract or transaction or act shall be taken; nor shall any such
director be accountable or responsible to the corporation for or in respect to
any such transaction or contract or act of this corporation or for any gains or
profits realized by him by reason of the fact that he or any firm of which he is
a member or any corporation of which he is a shareholder or director is
interested in such transaction or contract or act; and any such director may be
counted in determining the existence of a quorum at any meeting of the Board of
Directors of the corporation which shall authorize or take action in respect of
any such contract or transaction or act, and may vote thereat to authorize,
ratify or approve any such contract or transaction or act, with like force and
effect as if he or any firm of which he is a member or any corporation of which
he is a shareholder or director were not interested in such transaction or
contract to act.
EIGHTH: No shareholder of the corporation shall be entitled as such, as
a matter of right, to pre-empt or subscribe for or purchase shares of any
class, now or hereafter authorized, or to purchase or subscribe for securities
or other promissory obligations convertible into or exchangeable for shares of
the corporation or which by warrants or otherwise entitle the holder thereof
to subscribe for or purchase any such shares, except such rights of
subscription or purchase, if any, and at such price or prices and upon such
terms and conditions as the Board of Directors may from time to time
determine.
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NINTH: The Board of Directors may adopt amendments in respect of any
unissued or treasury shares of any class and thereby fix or change: the division
of such shares into series and the designation and authorized number of shares
of each series; the dividend rate; the dates of payment of dividends and the
dates from which they are cumulative; liquidation price; redemption price;
sinking fund requirements; conversion rights, and rights on the issuance of
shares of any class or series.
TENTH: Notwithstanding any provision of the Ohio Revised Code requiring
for any purpose the vote, consent, waiver or release of the holders of shares of
the corporation entitling them to exercise two-thirds (2/3) or any other
proportion of the voting power of the corporation or of any class or classes
thereof, such action, unless expressly otherwise provided by statute, may be
taken by the vote, consent, waiver or release of the holders of the shares
entitling them to exercise not less than a majority of the voting power of the
corporation or of such class or classes; provided, however, that unless
two-thirds (2/3) of the whole authorized number of directors of the corporation
shall recommend the approval of any of the following matters, the affirmative
vote of the holders of shares entitling them to exercise not less than eighty
percent (80%) of the voting power of the corporation entitled to vote thereon
shall be required to adopt:
(1) a proposed amendment to the articles of the corporation;
(2) proposed new regulations, or an alteration, amendment or repeal of
the regulations of the corporation;
(3) an agreement of merger or consolidation providing for the merger or
consolidation of the corporation with or into one or more other
corporations;
(4) a proposed combination or majority share acquisition involving the
issuance of shares of the corporation and requiring shareholder
approval;
(5) a proposal to sell, lease, or exchange all or substantially all of
the property and assets of the corporation;
(6) a proposed dissolution of the corporation; or
(7) a proposal to fix or change the number of directors by action of the
shareholders of the corporation.
The written objection of a director to any such matter submitted to the
president or secretary of the corporation not less than three days before the
meeting of shareholders at which any such matter is to be considered shall be
deemed to be an affirmative vote by such director against such matter.
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ELEVENTH: (A) In addition to any affirmative vote required by any
provision of the Ohio Revised Code or by any other provision hereof, the
affirmative vote or consent of the holders of the greater of (a) four-fifths
(4/5) of the outstanding common shares of the corporation entitled to vote
thereon or (b) that fraction of such outstanding common shares having as the
numerator a number equal to the sum of (i) the number of outstanding common
shares Beneficially Owned by Controlling Persons (as hereinafter defined) plus
(ii) two-thirds (2/3) of the remaining number of outstanding common shares, and
as the denominator a number equal to the total number of outstanding common
shares entitled to vote, shall be required for the adoption or authorization of
a Business Combination (as hereinafter defined) unless:
(1) The Business Combination will result in an involuntary sale,
redemption, cancellation or other termination of ownership of all common shares
of the corporation owned by shareholders who do not vote in favor of, or consent
in writing to, the Business Combination and the cash or fair value of other
readily marketable consideration to be received by such shareholders for such
shares at least be equal to the Minimum Price Per Share (as hereinafter
defined); and
(2) A proxy statement responsive to the requirements of the Securities
Exchange Act of 1934 shall be mailed to the shareholders of the corporation for
the purpose of soliciting shareholder approval of the proposed Business
Combination.
(B) For purposes of this Article ELEVENTH, the following definitions shall
apply:
(1) "Affiliate" shall mean a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, another Person.
(2) "Associate" shall mean (i) any corporation or organization of which a
Person is an officer or partner or is, directly or indirectly, the Beneficial
Owner of ten percent (10%) or more of any class of equity securities, (ii) any
trust or other estate in which a Person has a ten percent (10%) or greater
individual interest of any nature or as to which a Person serves as trustee or
in a similar fiduciary capacity, (iii) any spouse of a Person, and (iv) any
relative of a Person, or any relative of a spouse of a Person, who has the same
residence as such Person or spouse.
(3) "Beneficial Ownership" shall include without limitation (i) all shares
directly or indirectly owned by a Person, by an Affiliate of such Person or by
an Associate of such Person or such Affiliate,
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(ii) all shares which such Person, Affiliate or Associate has the right to
acquire through the exercise of any option, warrant or right (whether or not
currently exercisable), through the conversion of a security, pursuant to the
power to revoke a trust, discretionary account or similar arrangement, or
pursuant to the automatic termination of a trust, discretionary account or
similar arrangement, and (iii) all shares as to which such Person, Affiliate or
Associate directly or indirectly through any contract, arrangement,
understanding, relationship or otherwise (including without limitation any
written or unwritten agreement to act in concert) has or shares voting power
(which includes the power to vote or to direct the voting of such shares) or
investment power (which includes the power to dispose or to direct the
disposition of such shares) or both.
(4) "Business Combination" shall mean (i) any merger or consolidation of
the corporation with or into a Controlling Person or an Affiliate of a
Controlling Person or an Associate of such Controlling Person or Affiliate, (ii)
any sale, lease, exchange, transfer or other disposition, including without
limitation a mortgage or any other security device of all or any Substantial
Part of the assets of the corporation, including without limitation any voting
securities of a Subsidiary, or of the assets of a Subsidiary, to a Controlling
Person or Affiliate of a Controlling Person or Associate of such Controlling
Person or Affiliate, (iii) any merger into the corporation, or into a
Subsidiary, of a Controlling Person or an Affiliate of a Controlling Person or
an Associate of such Controlling Person or Affiliate, (iv) any sale, lease,
exchange, transfer or other disposition to the corporation or a Subsidiary of
all or any part of the assets of a Controlling Person or Affiliate of a
Controlling Person or Associate of such Controlling Person or Affiliate but not
including any dispositions of assets which, if included with all other
dispositions consummated during the same fiscal year of the corporation by the
same Controlling Person, Affiliates thereof and Associates of such Controlling
Person or Affiliates, would not result in dispositions during such year by all
such Persons of assets having an aggregate fair value (determined at the time of
disposition of the respective assets) in excess of one percent (1%) of the total
consolidated assets of the corporation (as shown on its certified balance sheet
as of the end of the fiscal year preceding the proposed disposition); provided,
however, that in no event shall any disposition of assets be excepted from
shareholder approval by reason of the preceding exclusion if such disposition
when included with all other dispositions consummated during the same and
immediately
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preceding four (4) fiscal years of the corporation by the same Controlling
Person, Affiliate thereof and Associates of such Controlling Person or
Affiliates, would result in disposition by all such Persons of assets having an
aggregate fair value (determined at the time of disposition of the respective
assets) in excess of two percent (2%) of the total consolidated assets of the
corporation (as shown on its certified balance sheet as of the end of the fiscal
year preceding the proposed disposition), (v) any reclassification of the common
shares of the corporation, or any recapitalization involving common shares of
the corporation, consummated within five (5) years after a Controlling Person
becomes a Controlling Person, and (vi) any agreement, contract or other
arrangement providing for any of the transactions described in the definition of
Business Combination.
(5) "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.
(6) "Controlling Person" shall mean any Person who Beneficially Owns
shares of the corporation entitling that Person to exercise twenty percent (20%)
or more of the voting power of the corporation entitled to vote in the election
of directors.
(7) "Minimum Price Per Share" shall mean the sum of (a) the higher of (i)
the highest gross per share price paid or agreed to be paid to acquire any
common shares of the corporation Beneficially Owned by a Controlling Person,
provided such payment or agreement to make payment was made within five (5)
years immediately prior to the record date set to determine the shareholders
entitled to vote or consent to the Business Combination in question, or (ii) the
highest per share closing public market price for such common shares during such
five (5) year period, plus (b) the aggregate amount, if any, by which five
percent (5%) for each year, beginning on the date on which such Controlling
Person became a Controlling Person, of such higher per share price exceeds the
aggregate amount of all common share dividends per share paid in cash since the
date on which such Person became a Controlling Person. The calculation of the
Minimum Price Per Share shall require appropriate adjustments for capital
changes, including without limitation stock splits, stock dividends and reverse
stock splits.
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(8) "Person" shall mean an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, any unincorporated organization, a
government or political subdivision thereof, and any other entity.
(9) "Securities Exchange Act of 1934" shall mean the Securities Exchange
Act of 1934, as amended from time to time as well as any successor or
replacement statute.
(10) "Subsidiary" shall mean any corporation more than twenty-five percent
(25%) of whose outstanding securities entitled to vote for the election of
directors are Beneficially Owned by the corporation and/or one or more
Subsidiaries.
(11) "Substantial Part" shall mean more than ten percent (10%) of the
total assets of the corporation in question, as shown on its certified balance
sheet as of the end of the most recent fiscal year ending prior to the time the
determination is being made.
C. During any period in which there are one or more Controlling Persons,
this Article ELEVENTH shall not be altered, changed or repealed unless the
amendment effecting such alteration, change or repeal shall have received, in
addition to any affirmative vote required by any provision of the Ohio Revised
Code or by any other provisions hereof, the affirmative vote or consent of the
holders of the greater of (a) four-fifths (4/5) of the outstanding common shares
of the corporation entitled to vote thereon or (b) that fraction of such
outstanding shares having as the numerator a number equal to the sum of (i) the
number of outstanding common shares Beneficially Owned by Controlling Persons
plus (ii) two-thirds (2/3) of the remaining number of outstanding common shares,
and as the denominator a number equal to the total number of outstanding common
shares entitled to vote.
TWELFTH: These Amended Articles take the place of and supersede the
existing Articles of Ohio Casualty Corporation.
THIRTEENTH: Shareholders shall not have the right to vote cumulatively in
the election of directors.
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