<PAGE> 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
OHIO CASUALTY CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------
(2) Aggregate number of securities to which transaction applies:
----------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------
(4) Proposed maximum aggregate value of transaction:
----------------------
(5) Total fee paid:
-------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------
(3) Filing Party:
---------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
OHIO CASUALTY CORPORATION
136 NORTH THIRD STREET
HAMILTON, OHIO 45025
NOTICE OF ANNUAL MEETING
OF
SHAREHOLDERS
TO BE HELD APRIL 17, 1996
Hamilton, Ohio
March 15, 1996
To the Shareholders:
The Annual Meeting of Shareholders (the "Annual Meeting") of Ohio Casualty
Corporation (the "Company") will be held in the meeting rooms of The Hamiltonian
Hotel, One Riverfront Plaza, Hamilton, Ohio 45011, on Wednesday, April 17, 1996,
at 10:30 a.m., local time, for the following purposes:
(1) To elect the following four Directors for terms expiring in 1999
(Class III), as successors to the class of Directors whose terms
expire in 1996: Arthur J. Bennert, Catherine E. Dolan, Jeffery D.
Lowe and Lauren N. Patch.
(2) To approve the proposal to amend Article Fourth of the Company's
Amended Articles of Incorporation to increase the authorized
number of common shares, $.125 par value, of the Company from
70,000,000 to 150,000,000 common shares.
(3) To consider and act upon, in their discretion, such other matters
as may properly come before the Annual Meeting or any adjournment
thereof.
Holders of record of common shares of the Company as of the close of
business on March 1, 1996 are entitled to notice of and to vote at the Annual
Meeting and at any adjournment thereof. As of March 1, 1996, there were
35,402,446 common shares outstanding. Each common share is entitled to one vote
on all matters properly brought before the Annual Meeting.
By Order of the Board of Directors,
Howard L. Sloneker III, Secretary
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT AT THE
ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN PROMPTLY THE ENCLOSED
PROXY SO THAT YOUR COMMON SHARES WILL BE REPRESENTED. A POSTAGE PAID, ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE> 3
OHIO CASUALTY CORPORATION
136 NORTH THIRD STREET
HAMILTON, OHIO 45025
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APPROXIMATE DATE TO MAIL -- MARCH 15, 1996
On behalf of the Board of Directors of Ohio Casualty Corporation (the
"Company"), a proxy is solicited from you to be used at the Company's 1996
Annual Meeting of Shareholders (the "Annual Meeting") scheduled for Wednesday,
April 17, 1996 at 10:30 a.m., local time, in the meeting rooms of The
Hamiltonian Hotel, One Riverfront Plaza, Hamilton, Ohio 45011, or at any
adjournment thereof.
Proxies in the form enclosed herewith are being solicited on behalf of the
Company's Board of Directors. The common shares represented by proxies which are
properly executed and returned will be voted at the Annual Meeting, or any
adjournment thereof, as directed. Common shares represented by proxies properly
executed and returned which indicate no direction will be voted in favor of the
nominees of the Board of Directors identified in the notice of meeting
accompanying this Proxy Statement and for the adoption of the proposed amendment
to Article Fourth of the Company's Amended Articles of Incorporation. Any
shareholder giving the enclosed proxy has the power to revoke the same prior to
its exercise by filing with the Secretary of the Company a written revocation or
duly executed proxy bearing a later date, or by giving notice of revocation in
open meeting. ATTENDANCE AT THE ANNUAL MEETING WILL NOT, IN AND OF ITSELF,
CONSTITUTE REVOCATION OF A PROXY.
VOTING AT ANNUAL MEETING
As of March 1, 1996, the record date fixed for the determination of
shareholders entitled to notice of and to vote at the Annual Meeting, there were
outstanding 35,402,446 common shares, which is the only outstanding class of
capital stock of the Company. Each such common share is entitled to one vote on
all matters properly coming before the Annual Meeting.
A quorum for the Annual Meeting is a majority of the outstanding common
shares. Common shares represented by signed proxies that are returned to the
Company will be counted toward the quorum in all matters even though they are
marked "Abstain", "Against" or "Withhold Authority" on one or more or all
matters or they are not marked at all. Broker/dealers who hold their customers'
common shares in street name may, under the applicable rules of the self-
regulatory organizations of which the broker/dealers are members, sign and
submit proxies for such common shares and may vote such common shares on routine
matters, which, under such rules, typically include the election of directors,
but broker/dealers may not vote such common shares on other matters, which
typically include amendments to the articles of incorporation of a corporation
and the approval of certain stock compensation plans, without specific
instructions from the customer who owns such common shares. Proxies signed and
submitted by broker/dealers which have not been voted on certain matters as
described in the previous sentence are referred to as broker non-votes. Such
proxies count toward the establishment of a quorum. THE EFFECT OF AN ABSTENTION
OR BROKER NON-VOTE ON THE PROPOSAL TO AMEND ARTICLE FOURTH OF THE COMPANY'S
AMENDED ARTICLES OF INCORPORATION IS THE SAME AS A "NO" VOTE.
1
<PAGE> 4
PRINCIPAL SHAREHOLDERS
The table below identifies the only persons known to the Company to own
beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934) more than 5% of the Company's outstanding common shares.
<TABLE>
<CAPTION>
COMMON SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OF COMMON
OF BENEFICIAL OWNER OWNED SHARES DATE
----------------------------------- ------------- --------- ---------
<S> <C> <C> <C>
FIRST NATIONAL BANK OF 3,519,696(1) 9.94% 02-05-96
SOUTHWESTERN OHIO
Third and High Streets
Hamilton, Ohio 45011
THE CHASE MANHATTAN BANK, 2,667,200(2) 7.53% 12-31-95
N.A., Trustee
1211 Avenue of the Americas
New York, New York 10036
THE CAPITAL GROUP, INC. 2,556,500(3) 7.23% 02-08-96
333 South Hope Street
Los Angeles, California 90071
JOSEPH L. MARCUM 2,246,716(4) 6.35%(4) 03-01-96
136 North Third Street
Hamilton, Ohio 45025
- ---------------
<FN>
(1) Based upon information provided to the Company by First National Bank of
Southwestern Ohio (the "Bank"). The Bank holds the reported shares as
trustee under various trust agreements and arrangements. The Bank has
advised the Company that it has sole voting power for 3,253,287 shares,
shared voting power for 0 shares, sole investment power for 1,417,646
shares, and shared investment power for 1,649,488 shares. 449,272 shares are
held under trust arrangements for certain directors of the Company, and
their respective spouses, which shares are also reported in the following
table showing share ownership of directors and executive officers of the
Company.
(2) 1,824,968 shares are held as trustee for the Company's Employee Savings Plan
and 842,232 shares are held as trustee for the Company's Employees
Retirement Plan. Voting power with respect to shares held in the Employee
Savings Plan is exercised by the plan participants; investment power with
respect to these shares is held by plan participants subject to limitations
in the Plan. Voting and investment power with respect to shares held in the
Employees Retirement Plan is exercised by the committee which administers
the Employees Retirement Plan (the "Retirement Committee"). The Retirement
Committee consists of Joseph L. Marcum, Lauren N. Patch and Barry S. Porter.
(3) Based upon information contained in a Schedule 13G dated February 8, 1996,
as filed with the Securities and Exchange Commission by The Capital Group,
Inc. The Capital Group, Inc. reported sole voting power for 0 shares, shared
voting power for 0 shares and sole investment power for 2,556,500 shares as
of December 29, 1995.
(4) See share ownership information for Mr. Marcum in the following table.
</TABLE>
2
<PAGE> 5
SHAREHOLDINGS OF DIRECTORS, EXECUTIVE OFFICERS
AND NOMINEES FOR ELECTION AS DIRECTOR
As of March 1, 1996, the directors of the Company, including the four
persons intended by the Board of Directors to be nominated for election as
directors, the executive officers of the Company named in the Summary
Compensation Table and all executive officers and directors of the Company as a
group beneficially owned common shares of the Company as set forth below.
<TABLE>
<CAPTION>
SHARED
INVESTMENT/
VOTING
NUMBER OF OPTIONS POWER OVER
NAME OF COMMON SHARES EXERCISABLE EMPLOYEES
INDIVIDUAL BENEFICIALLY WITHIN 60 RETIREMENT PERCENT OF
OR GROUP OWNED(1) DAYS PLAN SHARES(1) TOTAL CLASS (3)
- --------------------------- ------------- ------------- --------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Arthur J. Bennert 19,178 3,000 22,178
Jack E. Brown 1,100 3,000 4,100
Catherine E. Dolan 100 3,000 3,100
Wayne Embry 200 6,000 6,200
Vaden Fitton 235,680(4) 3,000 238,680
Jeffery D. Lowe 152,631(4)(7) 0 152,631
Joseph L. Marcum 1,401,484(4)(5)(6) 3,000 842,232(1) 2,246,716 6.35
Stephen S. Marcum 278,050(4)(6) 6,000 284,050
Lauren N. Patch 204,052(4)(7) 3,500 842,232(1) 1,049,784 2.97
Stanley N. Pontius 1,070 6,000 7,070
Howard L. Sloneker, III 191,180(7) 3,500 194,680
William L. Woodall 23,484 6,000 29,484
Andrew T. Fogarty 54,643(4)(7) 3,300 57,943
Jack H. Nelson (8) 9,142(7)(8) 0 9,142
Barry S. Porter 25,394(7) 3,500 842,232(1) 871,126 2.46
All Executive Officers,
Directors and Nominees
as a Group
(31 Persons) 2,679,725 61,300 842,232 3,771,051 10.65
- ---------------
<FN>
(1) Unless otherwise indicated, each named person has voting and investment
power over the listed shares and such voting and investment power is
exercised solely by the named person or shared with a spouse.
(2) Includes 842,232 shares held in the Company's Employees Retirement Plan as
to which the named individual shares voting and investment power solely by
reason of being a member of the Retirement Committee which administers such
Plan. See Note (1) of the preceding table. Messrs. Joseph L. Marcum, Lauren
N. Patch and Barry S. Porter disclaim beneficial ownership of these shares.
(3) Percentages are listed only for those individuals who own in excess of 1% of
the outstanding shares.
(4) Includes the following number of shares owned by family members as to which
beneficial ownership is disclaimed: Mr. Fitton, 116,542; Mr. Fogarty, 5,468;
Mr. Joseph L. Marcum, 620,804; Mr. Lowe, 132,400; Mr. Patch, 169,416; and
Mr. Stephen S. Marcum, 84,090.
(5) Excludes 253,852 shares held by Mr. Marcum's wife in her capacity as a
co-trustee of the estate of Howard Sloneker as to which shares Mr. Marcum
has no voting or investment power.
(6) Includes 72,306 shares held as a co-trustee of the Joseph L. and Sarah S.
Marcum Foundation as to which voting and investment power is shared by
Joseph L. and Stephen S. Marcum.
(7) The share ownership for Messrs. Lowe, Patch, Sloneker III, Fogarty, Nelson
and Porter includes 4,605, 4,632, 1967, 15,319, 3,102 and 8,892 and shares,
respectively, held for the accounts of these individuals by the trustee of
the Company's Employee Savings Plan. Such persons have sole voting power
with respect to these shares and also hold investment power subject to
limitations in the Plan.
(8) Jack H. Nelson retired from his position as Senior Vice President on January
1, 1996.
</TABLE>
3
<PAGE> 6
ELECTION OF DIRECTORS
The Board of Directors intends that four persons named under Class III in
the following table (the "Nominees") will be nominated for election at the
Annual Meeting for three-year terms expiring in 1999. The terms of the remaining
directors in Classes I and II will continue as indicated below. It is intended
that the common shares represented by the accompanying proxy will be voted for
the election as directors of the Nominees, unless otherwise instructed on the
proxy. In the event that any one or more of the Nominees unexpectedly becomes
unavailable for election, the common shares represented by the accompanying
proxy will be voted in accordance with the best judgment of the proxy holders
for the election of the remaining Nominees and for the election of any
substitute nominee or nominees designated by the Board of Directors.
Under Ohio law and the Company's Regulations, the nominees receiving the
greatest number of votes will be elected as directors. Shares as to which the
authority to vote is withheld will be counted for quorum purposes but will not
be counted toward the election of the individual nominees specified on the
accompanying proxy.
<TABLE>
<CAPTION>
POSITION WITH COMPANY AND/OR
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME AND AGE(1) DURING LAST FIVE YEARS(2) SINCE
- --------------- ---------------------------------- --------
<S> <C> <C>
NOMINEES:
Class III Nominees For Term
Expiring in 1999:
Arthur J. Bennert, Director of the Company, The Ohio Casualty 1989
69 Insurance Company, West American Insurance
Corporation, American Fire and Casualty Company,
Ohio Security Insurance Company and The Ohio
Life Insurance Company; retired as an officer of
the Company and its subsidiaries on January 1,
1992.
Catherine E. Dolan, Managing Director of the Financial Institutions 1994
38 Group, First Union National Bank, Charlotte,
North Carolina, since February 26, 1993; prior
thereto, Managing Director of the Insurance
Division, Chase Manhattan Bank, New York.
Jeffery D. Lowe, Vice President and Director of the Company, The 1983
50 Ohio Casualty Insurance Company, West American
Insurance Company, American Fire and Casualty
Company, Ohio Security Insurance Company and
OCASCO Budget, Inc.; President and Director of
The Ohio Life Insurance Company; employed by the
Company and its subsidiaries since 1972 in
various capacities.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
POSITION WITH COMPANY AND/OR
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME AND AGE(1) DURING LAST FIVE YEARS(2) SINCE
- --------------- ---------------------------------- --------
<S> <C> <C>
Lauren N. Patch, President, Chief Executive Officer and Director 1987
45 of the Company, The Ohio Casualty Insurance
Company, West American Insurance Company,
American Fire and Casualty Company, Ohio
Security Insurance Company and OCASCO Budget,
Inc.; Vice Chairman and Director of The Ohio
Life Insurance Company. Mr. Patch became Chief
Executive Officer of the Company on January 1,
1994, and President of the Company on January 1,
1991. Mr. Patch has been employed by the Company
and its subsidiaries since 1972 in various
capacities.
DIRECTORS WHOSE TERMS
CONTINUE BEYOND THE ANNUAL
MEETING:
Class I -- Term Expiring
in 1997 (3):
Jack E. Brown, Chairman of Board, BBI Marketing Services, Inc., 1994
52 Cincinnati, Ohio (professional marketing
consulting firm).
Vaden Fitton, Director and Retired First Vice President of 1967
67 First National Bank of Southwestern Ohio,
Hamilton, Ohio.
Joseph L. Marcum, Chairman of the Board and Director of the 1949
72 Company, The Ohio Casualty Insurance Company,
West American Insurance Company, American Fire
and Casualty Company, Ohio Security Insurance
Company, OCASCO Budget, Inc. and The Ohio Life
Insurance Company. Mr. Marcum served as Chief
Executive Officer of the Company and its
subsidiaries until December 31, 1993, and
President of the Company and its subsidiaries
until December 31, 1990.
Howard L. Sloneker III, Vice President, Secretary and Director of the 1983
39 Company, The Ohio Casualty Insurance Company,
West American Insurance Company, American Fire
and Casualty Company, Ohio Security Insurance
Company and OCASCO Budget, Inc.; Secretary and
Director of The Ohio Life Insurance Company. Mr.
Sloneker has been employed by the Company and
its subsidiaries since 1979 in various
capacities.
Class II -- Term Expiring in
1998:
Wayne Embry, Executive Vice President and General Manager of 1991
59 the Cleveland Cavaliers (professional basketball
franchise); Chairman of Michael Alan Lewis
Company, Cleveland, Ohio (fabricators of
materials for the automobile industry).
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
POSITION WITH COMPANY AND/OR
PRINCIPAL OCCUPATION OR EMPLOYMENT DIRECTOR
NAME AND AGE(1) DURING LAST FIVE YEARS(2) SINCE
- --------------- ---------------------------------- --------
<S> <C> <C>
Stephen S. Marcum, Member of the law firm of Parrish, Beimford, 1989
38 Fryman, Smith & Marcum Co., L.P.A., Hamilton,
Ohio; such firm has provided legal services to
the Company and its subsidiaries during the last
fiscal year and continues to do so.
Stanley N. Pontius, President and Chief Executive Officer of First 1994
49 Financial Bancorp and its principal subsidiary,
First National Bank of Southwestern Ohio,
Hamilton, Ohio; formerly President and Chief
Executive Officer of Bank One, Mansfield, Ohio.
William L. Woodall, Director of the Company, The Ohio Casualty 1986
72 Insurance Company, West American Insurance
Company, American Fire and Casualty Company,
Ohio Security Insurance Company, OCASCO Budget,
Inc. and The Ohio Life Insurance Company;
retired as an officer of the Company and its
subsidiaries on December 31, 1990.
- ---------------
<FN>
(1) Ages are listed as of the date of the Annual Meeting.
(2) The Ohio Casualty Insurance Company, Ohio Security Insurance Company,
American Fire and Casualty Company, West American Insurance Company, OCASCO
Budget, Inc. and The Ohio Life Insurance Company are subsidiaries of the
Company.
(3) John P. March, a director whose term of office would have expired in 1997,
retired from the Board of Directors as of December 31, 1995.
</TABLE>
OTHER DIRECTORSHIPS AND RELATED TRANSACTIONS AND RELATIONSHIPS
Wayne Embry is also a director of M. A. Hanna Company and Society
Corporation; Vaden Fitton, Joseph L. Marcum, Lauren N. Patch and Stanley N.
Pontius are also directors of First Financial Bancorp.
Joseph L. Marcum, the Chairman of the Board of the Company, retired as the
Chief Executive Officer of the Company on December 31, 1993. Mr. Marcum receives
annual benefits from the Company of $142,393 pursuant to the Company's Employees
Retirement Plan. See "Pension Plans."
Stanley N. Pontius, a director of the Company, is the President and Chief
Executive Officer of First Financial Bancorp and its subsidiary, First National
Bank of Southwestern Ohio ("First National"). Catherine E. Dolan, a director of
the Company, is a Managing Director of the Financial Institutions Group of First
Union Bank ("First Union"). First National and First Union are members of a
group of nine lending banks that are parties to a loan agreement with the
Company, dated October 25, 1994, pursuant to which the Company obtained a term
loan in the principal amount of $70,000,000 and secured a line of credit in a
maximum principal amount of $50,000,000. The principal amount of the Company's
indebtedness to First National and First Union as of December 31, 1995 was
$4,999,714 and $7,000,080, respectively.
Jeffery D. Lowe is the son-in-law of Joseph L. Marcum; Lauren N. Patch and
Howard L. Sloneker III are brothers-in-law; and Stephen S. Marcum is the son of
Joseph L. Marcum.
6
<PAGE> 9
MEETINGS OF THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
During 1995, the Board of Directors held five meetings. All of the
incumbent directors attended at least 75% of the total number of meetings of the
Board of Directors.
The Board of Directors has standing Executive, Audit and Executive
Compensation Committees, but does not have a Nominating Committee or committee
performing similar functions.
The Executive Committee held eight meetings during 1995. The current
members of the Executive Committee are Joseph L. Marcum, Lauren N. Patch, and
Howard L. Sloneker III. Messrs. Patch and Sloneker attended all the meetings
while Mr. Marcum attended four of the meetings. The Executive Committee is
empowered to exercise all the powers of the Board of Directors in the management
of the Company between meetings of the Board of Directors, other than filling
vacancies in the Board or any other committee of the Board.
The Audit Committee held two meetings during 1995. The current members of
the Audit Committee are Arthur J. Bennert, Jack E. Brown, Catherine E. Dolan,
Wayne Embry, Vaden Fitton, Joseph L. Marcum, Stephen S. Marcum, Stanley N.
Pontius and William L. Woodall. Each Audit Committee member attended both of the
meetings in 1995. The Audit Committee's primary function is to meet with the
independent auditors for the Company and to review the Company's internal and
independent auditing and financial controls.
The Executive Compensation Committee held one meeting during 1995. The
current members of the Executive Compensation Committee are Jack E. Brown, Vaden
Fitton, and Joseph L. Marcum. Each member of the Executive Compensation
Committee who was a member during 1995 attended such meeting. The Executive
Compensation Committee administers the Company stock option plans and carries
out the responsibilities described in the Executive Compensation Committee
Report in this Proxy Statement.
DIRECTORS FEES AND COMPENSATION
Each director received $25,000 for services as a director of the Company
during 1995. Each non-employee director of the Company or its subsidiaries
received $1,500 per meeting for attending the regular meetings of the Board of
Directors in 1995. Members of the Audit Committee also received $5,000 each for
serving on that committee. In addition, members of the Executive Compensation
Committee received $300 per meeting for each meeting attended. Joseph L. Marcum
was paid an additional $65,000 during 1995 as compensation for serving as the
Chairman of the Board.
On May 23, 1995, Wayne Embry, Stephen S. Marcum, Stanley N. Pontius and
William L. Woodall, each of whom is a non-employee director of the Company
("Non-Employee Director"), were granted a non-qualified stock option (an "NQSO")
to purchase 3,000 common shares of the Company at an exercise price of $30.50
per share, the closing market price of the common shares on the date of grant.
Any individual who becomes or is re-elected a Non-Employee Director is
automatically granted an NQSO to purchase 3,000 common shares effective on the
third business day following the first meeting of the Board of Directors after
his/her election or appointment to the Board. The exercise price of each NQSO
granted to a Non-Employee Director is equal to the fair market value of the
common shares on the date of grant. NQSOs granted to Non-Employee Directors have
terms of ten years and may not be exercised during the six months following
their date of grant.
EXECUTIVE COMPENSATION
The following table provides information concerning compensation paid to
each of the Company's five most highly compensated executive officers for each
of the Company's last three completed fiscal years:
7
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
---------------------------------
ALL OTHER
NAME AND SALARY COMPENSATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2)
------------------ ---- ------- ------------
<S> <C> <C> <C>
Lauren N. Patch, 1995 474,231 13,477
President and Chief 1994 374,616 10,489
Executive Officer 1993 324,808 9,043
Barry S. Porter, 1995 233,208 6,996
Chief Financial 1994 211,285 6,339
Officer and Treasurer 1993 186,688 5,580
Andrew T. Fogarty, 1995 231,300 6,939
Senior Vice 1994 220,838 6,625
President 1993 206,700 6,201
Jeffery D. Lowe, 1995 231,012 3,090
Vice President 1994 227,781 4,699
1993 215,006 4,454
Jack H. Nelson, 1995 215,040 6,667
Senior Vice 1994 169,218 5,062
President 1993 156,600 4,698
- ---------------
<FN>
(1) Includes annual directors' fees for Messrs. Patch and Lowe. See "DIRECTORS
FEES AND COMPENSATION."
(2) Includes for Messrs. Patch, Porter, Fogarty, Lowe and Nelson for 1995 the
amounts of $4,500, $4,500, $4,500, $3,090 and $4,500, respectively
contributed by the Company under the Company's Employee Savings Plan. Also
includes for Messrs. Patch, Porter, Fogarty and Nelson for 1995 the amounts
of $8,977, $2,439, $2,496 and $2,167, respectively, contributed by the
Company under the Company's Supplemental Executive Savings Plan, a
non-qualified Plan.
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
No stock options or stock appreciation rights ("SARs") were granted by the
Company during the last fiscal year to any of the executive officers of the
Company named in the Summary Compensation Table.
OPTION/SAR EXERCISES IN LAST FISCAL YEAR
The following table sets forth information concerning the exercise of stock
options and SARs during the last fiscal year by each of the executive officers
of the Company named in the Summary Compensation Table and the fiscal year-end
value of unexercised stock options and SARs held by such executive officers:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
------------------------------------------------------
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES FISCAL YEAR-END(#) AT FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lauren N. Patch 0 0 3,500 0 37,188 0
Barry S. Porter 500 9,563 3,500 0 37,188 0
Andrew T. Fogarty 0 0 3,300 0 35,063 0
Jeffery D. Lowe 0 0 0 0 0 0
Jack H. Nelson 0 0 0 0 0 0
</TABLE>
8
<PAGE> 11
- ---------------
(1) "Value of Unexercised In-the-Money Options/SARs at Fiscal Year-End" is based
upon the fair market of the Company's common shares on December 29, 1995
($38.75), less the exercise price of in-the-money options and SARs at the
end of the last fiscal year.
PENSION PLANS
The following table sets forth the estimated annual benefits payable under
the Employees Retirement Plan and the Ohio Casualty Insurance Company Benefit
Equalization Plan (the "Benefit Equalization Plan") to participants in such
plans, including the executive officers named in the Summary Compensation Table,
upon retirement in specified compensation and years of service classifications:
PENSION PLANS TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
FOR YEARS OF SERVICE INDICATED
-----------------------------------------------------------------------------------------------
15 20 25 30 35
ANNUAL EARNINGS YEARS YEARS YEARS YEARS YEARS
- --------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 28,177 $ 37,569 $ 46,961 $ 56,353 $ 65,745
175,000 40,177 53,569 66,961 80,353 93,745
225,000 52,177 69,569 86,961 104,353 121,745
275,000 64,177 85,569 106,961 128,353 149,745
325,000 76,177 101,569 126,961 152,353 177,745
375,000 88,177 117,569 146,961 176,353 205,745
400,000 94,177 125,569 156,961 188,353 219,745
425,000 100,177 133,569 166,961 200,353 233,745
450,000 106,177 141,569 176,961 212,353 247,745
475,000 112,177 149,569 186,961 224,353 261,745
500,000 118,177 157,569 196,961 236,353 275,745
525,000 124,177 165,569 206,961 248,353 289,745
550,000 130,177 173,569 216,961 260,353 303,745
600,000 142,177 189,569 236,961 284,353 331,745
<CAPTION>
40 45
ANNUAL EARNINGS YEARS YEARS
- --------------- --------------- ---------------
<S> <C> <C>
$ 125,000 $ 75,138 $ 84,530
175,000 107,138 120,530
225,000 139,138 156,530
275,000 171,138 192,530
325,000 203,138 228,530
375,000 235,138 264,530
400,000 251,138 282,530
425,000 267,138 300,530
450,000 283,138 318,530
475,000 299,138 336,530
500,000 315,138 354,530
525,000 331,138 372,530
550,000 347,138 390,530
600,000 379,138 426,530
</TABLE>
Retirement benefits under the Company's Employees Retirement Plan, a
defined benefit plan qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), are generally payable to full-time and regular
part-time salaried employees whose participation in the plan has vested
(currently requiring the completion of five years of service) upon retirement at
age 65 or in reduced amounts upon retirement prior to age 65 if the participant
has ten years of vested service. A retiree's benefit amount is based upon his or
her credited years of service and average annual compensation (salary) for the
five consecutive years of highest salary during the last ten years of service
immediately prior to age 65 or, if greater, the average annual compensation paid
during the 60 consecutive month period immediately preceding retirement or other
termination of employment. Such retirement benefits are reduced by a portion of
the retiree's Social Security-covered compensation. Benefits figures shown in
the table above are computed on the assumption that participants retire at age
65 and are entitled to a single life annuity.
Section 401(a)(17) of the Code prohibits compensation in excess of $150,000
from being taken into account in determining benefits payable under a qualified
pension plan. As a result, the Benefit Equalization Plan was adopted for those
employees who are adversely affected by these provisions of the Code. The
Benefit Equalization Plan provides for payment of benefits that would have been
payable under the Employees Retirement Plan but for the limitation on
compensation imposed by the Code. Upon retirement, participants receive the
actuarial
9
<PAGE> 12
equivalent present value of the benefit payable under the Benefit Equalization
Plan in a lump sum.
At December 31, 1995, credited years of service and average annual earnings
under the Employees Retirement Plan and the Benefit Equalization Plan for the
executive officers named in the Summary Compensation Table were: Lauren N.
Patch, 19.5 years ($305,888); Barry S. Porter, 21.5 years ($192,183); Andrew T.
Fogarty, 23.5 years ($208,731); Jeffery D. Lowe, 20.5 years ($184,035); and Jack
H. Nelson, 36 years ($164,037). The compensation covered by the Employees
Retirement Plan and the Benefit Equalization Plan is the amount shown in the
Summary Compensation Table as salary, less any directors' fees.
EXECUTIVE COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors (the
"Committee") is comprised entirely of non-employee directors. The current
members of the Committee are Messrs. Brown, Fitton, and Marcum. John P. March
served as a member of the Committee until his retirement from the Company's
Board of Directors on December 31, 1995.
The Committee is responsible for establishing the compensation for Mr.
Patch, the Company's President and Chief Executive Officer. The cash
compensation of the Company's other executive officers is determined by the
Company's Chief Executive Officer. The decisions by the Committee and the Chief
Executive Officer relating to the compensation of the Company's executive
officers are given final approval by the full Board. During 1995, no
compensation decisions of the Committee or the Chief Executive Officer were
modified or rejected in any material way by the full Board.
COMPENSATION POLICIES TOWARD EXECUTIVE OFFICERS
In establishing the cash compensation of the Company's executive officers,
both the Committee and the Chief Executive Officer have sought to create a
compensation program that rewards individual contributions and achievements and
that is adequate to attract and retain executives. In setting the compensation
of its executive officers, including the Chief Executive Officer, the Company
does not apply a formula approach that links cash compensation to corporate
performance nor does it utilize any formal survey or other compilation of
empirical data of the executive compensation paid by other companies. Instead,
executive compensation is determined based upon a highly subjective evaluation
of a number of factors, including individual performance, contributions and
experience; the Company's financial performance as compared with prior years;
and general economic conditions. None of these factors is assigned any specific
weighting. The evaluation of Company financial performance is also subjective
and does not focus on any specific measure, nor is it based on the achievement
of any predetermined performance targets.
Although neither the Committee nor the Chief Executive Officer has relied
upon empirical data in making executive compensation decisions, they are
generally familiar with the compensation levels of other companies in the
insurance industry with which the Company competes for executive talent. The
Committee and the Chief Executive Officer believe that the Company's
compensation program has, historically, been adequate to enable the Company to
attract and retain outstanding executives.
1995 CASH COMPENSATION
The cash compensation paid in 1995 to Mr. Patch was approved by the
Committee in late 1994. The compensation of Mr. Patch was increased effective
January 1, 1995, from $350,000 to $450,000. The decision by the Committee to
increase Mr. Patch's compensation was based on a subjective evaluation of Mr.
Patch's performance and contributions in 1994 in the manner
10
<PAGE> 13
described above and a general perception by the Committee that Mr. Patch's
compensation is low in comparison to the compensation paid to chief executive
officers of insurance companies of similar size to the Company. The Committee's
conclusion that Mr. Patch's compensation was low on a relative basis was not
based on any empirical data or a comparison to any specific company or
companies. No attempt was made by the Committee to link Mr. Patch's salary
directly to the accomplishment of any specific measure of the Company
performance, but general performance of the Company was part of the total mix of
information taken into account by the Committee.
The 1995 cash compensation levels of the Company's executive officers
(other than its President) were initially determined by the Company's Chief
Executive Officer. The Board delegated this responsibility to the Chief
Executive Officer because of his substantially greater knowledge of the
contributions and performance of each of these officers. The increases in
salaries received by these executive officers in 1995, totaling approximately
8.53%, were determined by the Chief Executive Officer based upon a subjective
evaluation of the individual responsibilities and contributions of each of these
individuals.
STOCK-BASED COMPENSATION PLANS
The Committee believes that stock-based performance compensation
arrangements are important in providing incentive to members of the Company's
management. Awards of stock options and stock appreciation rights are designed
to accomplish this goal and to assist in the retention of executives. Because
substantial option grants were made to the executive officers in 1992, the
Committee decided not to make additional awards in 1993, 1994 and 1995.
SUBMITTED BY THE EXECUTIVE COMPENSATION COMMITTEE
OF THE COMPANY'S BOARD OF DIRECTORS
VADEN FITTON JOHN P. MARCH* JOSEPH L. MARCUM
AND BY THE COMPANY'S PRESIDENT AND CHIEF
EXECUTIVE OFFICER, LAUREN N. PATCH
* Mr. March served as a member of the Committee through December 31, 1995.
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The directors of the Company who served as members of the Company's
Executive Compensation Committee during 1995 were Jack E. Brown, Vaden Fitton,
John P. March and Joseph L. Marcum. Joseph L. Marcum, is the Chairman of the
Board of Directors and former President and Chief Executive Officer of the
Company. Mr. Marcum and Mr. Fitton also served as members of the Executive
Compensation Committee of First Financial Bancorp, whose Chief Executive
Officer, Stanley N. Pontius, is a member of the Board of Directors of the
Company.
As indicated in the Executive Compensation Committee Report on Executive
Compensation, Lauren N. Patch, the Company's President and Chief Executive
Officer, participates in decision-making regarding the compensation of certain
executive officers named in the Summary Compensation Table. Mr. Patch is not a
member of the Executive Compensation Committee.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following graph compares the five-year cumulative total shareholder
return, including reinvested dividends, of the Company with the Dow Jones Equity
Market Index and the Dow Jones Insurance Index for Property and Casualty
Companies(1):
11
<PAGE> 14
<TABLE>
<CAPTION>
OHIO CAS-
Measurement Period DJ EQUITY DJ INSURANCE UALTY
(Fiscal Year Covered) MARKET INDEX P & C (1) CORPORATION
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 132.44 124.42 127.42
1992 143.83 151.50 169.95
1993 158.14 152.75 179.74
1994 159.36 160.63 167.35
1995 220.51 226.93 240.02
</TABLE>
(1) The Dow Jones Insurance Index for Property and Casualty Companies (13
companies, including the Company) that are traditionally considered as a
peer group of property and casualty insurance companies within the United
States. The companies making up the Index are American International; Chubb
Corp.; Cincinnati Financial; Continental Corp.; GEICO Corp.; General RE
Corp.; Hartford Steam Boiler Co.; Loews Corp.; Ohio Casualty Corporation;
Progressive Corp.; Safeco Corp.; St. Paul Co.'s; and USF&G Corp.
12
<PAGE> 15
PROPOSED AMENDMENT OF AMENDED ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED NUMBER
OF COMMON SHARES
(ITEM 2 ON PROXY)
The Amended Articles of Incorporation of the Company presently authorize
72,000,000 shares, of which 70,000,000 are common shares, $.125 par value, and
2,000,000 are Preferred Shares, without par value. The Company's Board of
Directors unanimously adopted a resolution proposing and declaring it advisable
that Article FOURTH of the Company's Amended Articles of Incorporation (the
"Articles") be amended in order to increase the authorized number of shares of
the Company to 152,000,000 shares, of which 150,000,000 will be common shares,
$.125 par value ("Common Shares"), and 2,000,000 will be Preferred Shares,
without par value, and recommending to the shareholders of the Company the
approval of the proposed amendment. Thus, the only class of shares which will be
increased in authorized number will be the Common Shares. Of the Company's
presently authorized 70,000,000 Common Shares, as of December 31, 1995,
35,396,127 shares were outstanding, an aggregate of 1,242,500 shares were
reserved for issuance under the Company's existing stock option plan and
18,319,313 shares were reserved for issuance under the Rights Agreement dated as
of December 15, 1989, as amended (the "Rights Agreement"), between the Company
and First Chicago Company of New York, as Rights Agent.
The Board of Directors believes that it is desirable and in the best
interests of the Company and its shareholders to increase the number of Common
Shares that the Company is authorized to issue in order to ensure that the
Company will have a sufficient number of authorized Common Shares available in
the future to provide it with the desired flexibility to meet its business
needs. If this proposal is approved by the shareholders, the additional Common
Shares will be available for a variety of corporate purposes, including, for
example, the declaration and payment of share dividends to the Company's
shareholders; share splits; use in the financing of expansion or future
acquisitions; issuance pursuant to the terms of employee benefit plans; and use
in other possible further transactions of a currently undetermined nature.
If the proposed amendment is adopted, the Company would be permitted to
issue the additional authorized Common Shares without further shareholder
approval, except to the extent otherwise required by the Articles, by law or by
any securities exchange on which the Common Shares may be listed at the time.
The authorization of additional Common Shares will enable the Company, as the
need may arise, to take timely advantage of market conditions and the
availability of favorable opportunities without the delay and expense associated
with the holding of a special meeting of its shareholders. It is the belief of
the Board of Directors that the delay necessary for shareholder approval of a
specific issuance could be detrimental to the Company and its shareholders. The
Board of Directors does not intend to issue any Common Shares except on terms
which the Board deems to be in the best interests of the Company and its
shareholders. Existing shareholders of the Company will have no pre-emptive
rights to purchase any Common Shares issued in the future. Depending on the
terms thereof, the issuance of the Common Shares may or may not have a dilutive
effect on the Company's then-existing shareholders. Other than the Common Shares
which may be acquired pursuant to the Company's existing stock option plan or
the Rights Agreement, the Company presently has no plans, agreements or
understandings to issue any of the newly authorized Common Shares.
Although the Company has no such present intentions, the proposed increase
in the authorized and unissued Common Shares might be considered as having the
effect of discouraging an attempt by another person or entity, through the
acquisition of a substantial number of Common Shares, to acquire control of the
Company with a view to imposing a merger, sale of all or any part of its assets
or a similar transaction without prior approval of the Company's Board of
Directors, since the issuance of new Common Shares, in a public or private sale,
merger or similar transaction could be used to dilute the share ownership of a
person or entity seeking to
13
<PAGE> 16
obtain control of the Company. Furthermore, since the Company's Regulations
require that the removal of a director be approved by the affirmative vote of
the holders of at least 80% of the votes entitled to be cast by the holders of
all of the outstanding voting shares of the Company, the Board could (within the
limits imposed by Ohio law) issue new Common Shares to purchasers who, together
with other shareholders of the Company, might block such an 80% vote.
As of March 1, 1996, the Company's executive officers and directors held
Common Shares entitling them to exercise approximately 10.65% of the Company's
voting power.
The Company's Articles and Regulations contain other provisions that may
have anti-takeover effects. The Articles provide, among other things, for (i)
the approval of the holders of at least 80% of the outstanding Common Shares to
authorize certain business combinations involving the Company and a holder of
20% or more of the voting power of the Company or any affiliate or associate of
such a holder, unless a "minimum price per share" (as defined in the Articles)
is paid to all shareholders and certain other conditions are satisfied; (ii) the
approval of the holders of two-thirds of the voting power of the Company
(including any outstanding Preferred Shares) to authorize any change in the
Articles or Regulations or to approve certain significant corporate
transactions, unless the matter has been approved by a vote of two-thirds of the
Directors; and (iii) the elimination of cumulative voting in the election of
directors. In addition, the Regulations of the Company provide, among other
things, for (i) a classified Board of Directors divided into three classes; (ii)
an 80% shareholder vote to remove directors; (iii) special requirements to
nominate directors; and (iv) the approval of the holders of at least 50% of the
voting power of the Company to call a special meeting of shareholders. The
availability of the Preferred Shares might also be considered as having the
effect of discouraging an attempt by another person or entity, through the
acquisition of a substantial number of the Company's Common Shares, to acquire
control of the Company with a view to effecting a merger, sale of the Company's
assets or similar transaction, since the issuance of Preferred Shares could be
used to dilute the share ownership or voting rights of a person or entity
seeking to obtain control of the Company. Additionally, certain companies have
issued, as a dividend to holders of their Common Shares, preferred shares having
terms designed to discourage third parties from acquiring control of such
companies, and the Preferred Shares would be available for such purpose.
The Company also has adopted the Rights Agreement, pursuant to which the
Company's common shareholders hold rights to purchase in certain cases
additional Common Shares at a price of $75.00 per share. Each outstanding Common
Share is accompanied by one-half of a purchase right. Under certain
circumstances, including the acquisition by a person of 20% or more of the
Company's outstanding Common Shares (without the prior approval of the directors
of the Company), all rights holders, except the acquiror, may purchase Common
Shares of the Company having a value of twice the exercise price of the rights,
subject to adjustment as provided in the Rights Agreement. If the Company is
acquired in a merger or other business combination after the acquisition of 20%
of the Company's outstanding Common Shares (without prior Board approval), in
certain cases rights holders may purchase the acquiror's shares at a similar
discount.
The Company is not aware of any efforts to obtain control of the Company or
to effect substantial accumulations of its shares. The Company does not
presently intend to submit to its shareholders for their approval other
proposals that may be considered to have an anti-takeover effect.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF COMMON SHARES ENTITLING THEM TO
EXERCISE AT LEAST A MAJORITY OF THE VOTES ENTITLED TO BE CAST IS REQUIRED TO
ADOPT THE PROPOSED AMENDMENT TO ARTICLE FOURTH OF THE COMPANY'S ARTICLES. If the
amendment is approved, it will become effective upon the filing of a Certificate
of
14
<PAGE> 17
Amendment to the Company's Articles with the Ohio Secretary of State, which is
expected to be accomplished as promptly as practicable after such approval is
obtained.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR THE PROPOSED AMENDMENT TO ARTICLE FOURTH OF THE COMPANY'S
ARTICLES. UNLESS OTHERWISE DIRECTED, THE PERSONS NAMED IN THE ENCLOSED PROXY
WILL VOTE THE COMMON SHARES REPRESENTED BY ALL PROXIES RECEIVED PRIOR TO THE
ANNUAL MEETING, AND NOT PROPERLY REVOKED, IN FAVOR OF THE PROPOSED AMENDMENT TO
ARTICLE FOURTH.
ANNUAL REPORT
The Company's Annual Report for the fiscal year ended December 31, 1995
accompanies this Proxy Statement.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of Coopers & Lybrand has served for many years as
independent public accountants for the Company and its subsidiaries, and Coopers
& Lybrand will continue to serve as independent public accountants for 1996.
Management expects that representatives of that firm will be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions.
The Company's financial statements for the last fiscal year were examined
by Coopers & Lybrand. In connection with the audit function, Coopers & Lybrand
also reviewed the Company's annual and quarterly reports and reviewed its
filings with the Securities and Exchange Commission.
SHAREHOLDER PROPOSALS
If an eligible shareholder wishes to present a proposal for action at the
next annual meeting of shareholders of the Company, it must be received by the
Company not later than November 15, 1996 for inclusion in the Company's Proxy
Statement and form of Proxy relating to that meeting. An eligible shareholder
may present no more than one proposal of not more than five hundred (500)
words, including supporting statements, for inclusion in the Company's proxy
materials for the next annual meeting. Proposals shall be sent to Ohio Casualty
Corporation, Attention: Howard L. Sloneker III, Secretary, 136 North Third
Street, Hamilton, Ohio 45025.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and
Exchange Commission (SEC). Officers, directors and greater than ten percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Forms 3, 4 and 5 they file.
Based on the Company's review of the copies of such forms it has received,
the Company believes that all its officers, directors, and greater than ten
percent beneficial owners complied with all filing requirements applicable to
them with respect to transactions during fiscal 1995, except that Mr. Jack E.
Brown, one of the directors did not file a Form 4 for a stock purchase he
executed during 1995. However, Mr. Brown reported the transaction on SEC Form 5
filed on February 13, 1996.
15
<PAGE> 18
OTHER MATTERS
The Company files annually with the Securities and Exchange Commission an
Annual Report on Form 10-K. This report includes financial statements and
financial statement schedules.
A SHAREHOLDER OF THE COMPANY MAY OBTAIN A COPY OF THE ANNUAL REPORT ON FORM
10-K, INCLUDING FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES, FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1995, WITHOUT CHARGE BY SUBMITTING A WRITTEN
REQUEST THEREFOR TO THE FOLLOWING ADDRESS:
OHIO CASUALTY CORPORATION
Attention: Barry S. Porter
Chief Financial Officer/Treasurer
136 North Third Street
Hamilton, Ohio 45025
Management and the Board of Directors of the Company know of no business to
be brought before the Annual Meeting other than as set forth in this Proxy
Statement. However, if any matters other than those referred to in this Proxy
Statement should properly come before the Annual Meeting, it is the intention of
the persons named in the enclosed proxy to vote the common shares represented by
such proxy on such matters in accordance with their best judgment.
EXPENSES OF SOLICITATION
The expense of proxy solicitation will be borne by the Company. Proxies
will be solicited by mail and may be solicited, for no additional compensation,
by officers, directors or employees of the Company or its subsidiaries, by
telephone, telegraph or in person. Brokerage houses and other custodians,
nominees and fiduciaries may be requested to forward soliciting material to the
beneficial owners of common shares of the Company, and will be reimbursed for
their related expenses. In addition, the Company has retained Morrow & Co.,
Inc., a professional soliciting organization, to assist in soliciting proxies
from brokerage houses, custodians and nominees. The fees and expenses of that
firm in connection with such solicitation are not expected to exceed $15,000.
By Order of the Board of Directors,
/s/ Howard L. Sloneker III
--------------------------------
HOWARD L. SLONEKER III, Secretary
March 15, 1996
16
<PAGE> 19
OHIO CASUALTY CORPORATION
This Proxy is solicited on behalf of the Board of Directors
ANNUAL MEETING OF SHAREHOLDERS APRIL 17, 1996
Each undersigned shareholder of Ohio Casualty Corporation (the
"Company") hereby constitutes and appoints Joseph L. Marcum and Lauren N.
Patch, or either one of them, with full power of substitution in each of them,
the proxy or proxies of the undersigned to vote at the Annual Meeting of
Shareholders (the "Annual Meeting") of the Company to be held in the meeting
rooms of the Hamiltonian Hotel, One Riverfront Plaza, Hamilton, Ohio on
Wednesday, April 17, 1996, at 10:30 a.m., local time, and at any adjournment
thereof, all of the common shares of the Company which the undersigned would be
entitled to vote if personaly present at such annual meeting, or at any
adjournment thereof, as follows:
(1) TO ELECT THE FOLLOWING FOUR DIRECTORS FOR TERMS EXPIRING IN 1999 (CLASS
III) AS SUCCESSORS TO THE CLASS OF FOUR DIRECTORS WHOSE TERMS EXPIRE IN
1996:
[ ] FOR all nomineas listed below (except as marked to the contrary below)*
ARTHUR J. BENNERT CATHERINE E. DOLAN
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
JEFFERY D. LOWE LAUREN N. PATCH
* INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- -------------------------------------------------------------------------------
(2) TO APPROVE THE PROPOSAL TO AMMEND ARTICLE FOURTH OF THE COMPANY'S AMENDED
ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF COMMON
SHARES, $.125 PAR VALUE, OF THE COMPANY FROM 70,000,000 TO 150,000,000
COMMON SHARES.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT
THEREOF.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION
ABOVE, IN THE ABSENCE OF SUCH INDICATION.
THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE ABOVE NOMINEES
FOR DIRECTOR AND FOR PROPOSAL (2).
All proxies previously given by the undersigned are hereby revoked.
Receipt of the accompanying Proxy Statement and the Annual Report of the
Company for the fiscal year ended December 31, 1995, is hereby
acknowledged.
The signature or signatures to
this proxy should be the same as
the name or names which appear
hereon. Persons signing as
attorneys, executors,
administrators, trustees or
guardians should give full title as
such.
Dated: , 1996
-----------------------
-----------------------------------
-----------------------------------
Signature(s) of Shareholder(s)
PLEASE MARK, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE.
