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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
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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
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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
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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
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EXHIBIT 8
FOURTH AMENDMENT TO RIGHTS AGREEMENT
Dated as of September 15, 1995
THIS AMENDMENT to the Rights Agreement (the "Agreement"), dated as of
December 15, 1989, originally entered into by and between Ohio Casualty
Corporation, an Ohio corporation (the "Company"), and Mellon Bank, N.A.
("Mellon"), as Rights Agent, as heretofore amended, is made as of this 5 day
of September, 1995, by and between the Company and First Chicago Trust Company
of New York ("First Chicago") as the successor Rights Agent.
WHEREAS, under the Agreement, the Company appointed Mellon to act as
agent for the Company and the holders of the Rights (as that term is defined
in the Agreement) in accordance with the terms and conditions of the
Agreement; and
WHEREAS, the Company has notified Mellon that it will cease to be the
Rights Agent under the Agreement; and
WHEREAS, the Company and First Chicago have agreed that First Chicago
will serve as the successor Rights Agent under the Agreement; and
WHEREAS, the Company and First Chicago agree to amend the Agreement in
the manner set forth below.
NOW THEREFORE, the Agreement is amended, effective as of September 5,
1995, as follows:
1. Any reference in the Agreement or any Exhibit thereto to Mellon Bank,
N.A. shall be replaced with a reference to First Chicago Trust Company of New
York.
2. The word "Pennsylvania" in Section 1(d) shall be replaced with the
words "New Jersey."
3. The words "Pittsburgh, Pennsylvania" in Sections 1(e) shall be
replaced with words "City of New York, New York" in both places in which the
words "Pittsburgh, Pennsylvania" appear in said Section 1(e).
4. The indented text in Section 3(b) shall be replaced with the
following:
This certificate also evidences and entitles
the holder hereof to certain Rights as set forth
in a Rights Agreement, dated as of December 15,
1989, as amended (the "Rights Agreement"), between
Ohio Casualty Corporation and First Chicago Trust
Company of New York (the "Rights Agent"), the terms
of which are hereby incorporated herein by reference
and a copy of which is on file at the principal
offices of Ohio Casualty Corporation. Under certain
circumstances as set forth in the Rights Agreement,
such Rights may be redeemed, may expire, or may be
evidenced by separate certificates and will no longer
be evidenced by this certificate. Ohio Casualty
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Corporation will mail to the holder of this
certificate a copy of the Rights Agreement without
charge within five days after receipt of a written
request therefor. Under certain circumstances, Rights
issued to Acquiring Persons (as defined in the Rights
Agreement) or certain related persons and any
subsequent holder of such Rights may become null and
void with respect to certain rights set forth in the
Rights Agreement.
5. The word "principal" in the fifth sentence in Section 22 shall be
deleted. The word "Pennsylvania" in the fifth sentence in Section 22 (in each
place it appears) shall be replaced with the words "New Jersey."
6. The name and address of Mellon in Section 26 shall be replaced with
the following name and address:
First Chicago Trust Company of New York
14 Wall Street
New York, New York 10005
7. The words "Pittsburgh, Pennsylvania" in Exhibit A of the Rights
Agreement shall be replaced with the words "New York, New York" (in each place
in which the words "Pittsburgh, Pennsylvania" appear in said Exhibit A.) The
word "principal" in the first line of page 2 of Exhibit A of the Rights
Agreement shall be deleted.
8. Except as amended herein, all of the terms and provisions of the
Rights Agreement shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, this Amendment has been executed by the Company and
First Chicago by their respective and proper officers, who are duly authorized
to execute this document.
Attest: OHIO CASUALTY CORPORATION
By: /s/Howard L. Sloneker, III By: /s/Lauren N. Patch
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Howard L. Sloneker, III Lauren N. Patch
Secretary President and CEO
Attest: FIRST CHICAGO TRUST COMPANY OF NEW YORK
By: /s/John G. Herr By: /s/Joanne Gorostiola
------------------------------- ---------------------------
John G. Herr Joanne Gorostiola
Its: Assistant Vice President Its: Assistant Vice President
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