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As filed with the Securities and Exchange Commission on December 30, 1998
Registration No. 333-___________________________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________________
OHIO CASUALTY CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0783294
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
136 North Third Street, Hamilton, Ohio 45025
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(Address of Principal Executive Offices) (Zip Code)
The Ohio Casualty Insurance Company
Employee Savings Plan
-----------------------------------
(Full title of the plan)
Barry S. Porter
Treasurer
Ohio Casualty Corporation
136 North Third Street
Hamilton, Ohio 45025
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(Name and address of agent for service)
(513) 867-3000
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(Telephone number, including area code, of agent for service)
___________________________
Index to Exhibits begin at page 16.
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[Continuation of Facing Page]
<TABLE>
<CAPTION>
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Calculation of Registration Fee
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Proposed Proposed
Title of maximum offering maximum
securities Amount price aggregate Amount of
to be to be per unit (2) offering registration
registered (1) registered price (2) fee
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<S> <C> <C> <C> <C>
Common Shares, 750,000 $ 41.875 $ 31,406,250 $ 8,731
$.125 Par Value (3)
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</TABLE>
(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457 (c) and (h) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of
$41.875 per share, which price is the average of the high and low sales
prices of the Common Shares as reported on the NASDAQ National Market System
on December 28, 1998.
(3) This Registration Statement also covers related Common Share Purchase
Rights (the "Rights") which evidence the right to purchase, under certain
conditions, one Common Share, $.125 par value. Registrant is required to
deliver one-half of one Right with each Common Share that becomes outstanding
until the "distribution date" for the Rights, at which date the Rights will
commence trading separately from the Common Shares.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
--------------------------------------------------
The Annual Report on Form 10-K for the fiscal year ended December
31, 1997 of Ohio Casualty Corporation (the "Registrant") and all other
reports filed with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13 (a) or Section 15 (d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since that
date are hereby incorporated by reference.
The description of the Registrant's Common Shares contained in the
Registrant's Current Report on Form 8-K filed with the Commission on December
15, 1998, and the description of the Common Share Purchase Rights of the
Registrant contained in the Registrant's Form 8-A/A Amendment No. 3 filed
with the Commission on March 6, 1998, or contained in any subsequent
amendment or report filed for the purpose of updating such descriptions, are
hereby incorporated by reference.
Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be
filed with the Commission pursuant to Section 13, 14 or 15 (d) of the
Exchange Act subsequent to the date hereof and prior to the completion of
the offering contemplated hereby, shall also be deemed to be incorporated
herein by reference and to be made a part hereof from the date of filing of
such documents; provided, however, that no report of the Compensation
Committee of the Board of Directors of the Registrant on executive
compensation and no performance graph included in any proxy statement or
information statement filed pursuant to Section 14 of the Exchange Act shall
be deemed to be incorporated herein by reference.
Item 4. Description of Securities.
------------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
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Item 6. Indemnification of Directors and Officers.
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Article V of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant. Article V
provides:
Section 1. Mandatory Indemnification. The corporation shall
indemnify (A) any officer or director of the corporation and (B) any person
(including an officer or director of the corporation) who has served or is
serving at the request of the corporation as a director, trustee or officer
of another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation) by reason of the fact that
he is or was a director, trustee, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee, or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust, or other enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. A person claiming indemnification under this Section 1
shall be presumed in respect of any act or omission giving rise to such claim
for indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal matter, to have had no
reasonable cause to believe his conduct was unlawful, and the termination of
any action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, rebut such presumption.
Section 2. Court-Approved Indemnification. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify (i) any officer or
director of the corporation, or (ii) any person (including an officer or
director of the corporation) who has served or is serving at the request of
the corporation as a director, trustee or officer of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise who was a party to any completed action or suit
instituted by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, in respect of any claim, issue or
matter asserted in such action or suit as to which he shall have been
adjudged to be liable for gross negligence or misconduct (other than
negligence) in the performance of his duty to the corporation unless and only
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to the extent that the Court of Common Pleas of Butler County, Ohio or the
court in which such action or suit was brought shall determine upon
application that despite such adjudication of liability, and in view of all
the circumstances of the case, he is fairly and reasonably entitled to such
indemnity as such Court of Common Pleas or such other court shall deem
proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as contemplated by
this Section 2.
Section 3. Indemnification for Expenses. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding, to the extent
that an officer or director of the corporation or any person (including an
officer or director of the corporation) who has served or is serving at the
request of the corporation as a director, trustee or officer of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise has been successful on the merits
or otherwise in defense of any action, suit of proceeding referred to in
Section 1, or in defense of any claim, issue or matter therein, he shall be
promptly indemnified by the corporation against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and
transcript costs) actually and reasonably incurred by him in connection
therewith.
Section 4. Determination Required. Any indemnification required
under Section 1 and not precluded under Section 2 shall be made by the
corporation only upon a determination that such indemnification is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in Section 1. Such determination may be made only (A) by a
majority vote of a quorum consisting of directors of the corporation who were
not and are not parties to, or threatened with, any such action, suit or
proceeding or (B) if such a quorum is not obtainable or if a majority of a
quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services
for the corporation, or any person to be indemnified, within the past five
years or (C) by the shareholders or (D) by the Court of Common pleas of
Butler County, Ohio or (if the corporation is a party thereto) the court in
which such action, suit or proceeding was brought, if any; any such
determination may be made by a court under subparagraph (D) of this Section
at any time (including, without limitation, any time before, during or after
the time when any such determination may be requested of, be under
consideration by or have been denied or disregarded by the disinterested
directors under subparagraph (A) or by independent legal counsel under
subparagraph (B) or by the shareholders under subparagraph (C) of this
Section); and no failure for any reason to make any such determination, and
no decision for any reason to deny any such determination, by the
disinterested directors under subparagraph (A) or by independent legal
counsel under subparagraph (B) or by shareholders under subparagraph (C) of
this Section shall be evidence in rebuttal of the presumption recited in
Section 1. Any determination made by the disinterested directors under
subparagraph (A) of this Section or by independent legal counsel under
subparagraph (B) of this Section to make indemnification in respect of any
claim, issue or matter asserted in an action or suit threatened or brought
by or in the right of the Corporation shall be promptly communicated to the
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person who threatened or brought such action or suit, and within ten (10)
days after receipt of such notification such person shall have the right to
petition the Court of Common Pleas of Butler County, Ohio or the court in
which such action or suit was brought, if any, to review the reasonableness
of such determination.
Section 5. Advances for Expenses. Expenses (including, without
limitation, attorneys fees, filing fees, court reporters' fees and transcript
costs) incurred in defending any action, suit or proceeding referred to in
Section 1 shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding to or on behalf of the
officer, Director or other person entitled to indemnify under Section 1
promptly as such expenses are incurred by him, but only if such officer,
Director or other person shall first agree, in writing, to repay all amounts
so paid in respect of any claim, issue or other matter asserted in such
action, suit or proceeding in defense of which he shall not have been
successful on the merits or otherwise:
(A) unless it shall ultimately be determined as provided in
Section 4 that he is not entitled to be indemnified by the corporation as
provided under Section 1; or
(B) if, in respect of any claim, issue or other matter asserted by
or in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for gross negligence or misconduct (other than
negligence) in the performance of his duty to the corporation, unless and
only to the extent that the Court of Common Pleas of Butler County, Ohio of
the court in which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in view of all
the circumstances, he is fairly and reasonably entitled to all or part of
such indemnification.
Section 6. Article V Not Exclusive. The indemnification provided
by this Article V shall not be exclusive of any other rights to which any
person seeking indemnification may be entitled under the Articles or the
Regulations or any agreement, vote of shareholders of the corporation or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or director of
the corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 7. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, trustee, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the
obligation or the power to indemnify him against such liability under the
provisions of this Article V.
Section 8. Certain Definitions. For purposes of this Article V,
and as examples and not by way of limitation:
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(A) A person claiming indemnification under this Article V
shall be deemed to have been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in Section 1, or in defense of
any claim, issue or other matter therein, if such action, suit or proceeding
shall be terminated as to such person, with or without prejudice, without the
entry of a judgment or order against him, without a conviction of him,
without the imposition of a fine upon him, and without his payment or
agreement to pay any amount in settlement thereof (whether or not any such
termination is based upon a judicial or other determination of the lack of
merit of the claims made against him or otherwise results in a vindication of
him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involved services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person; who acted in good faith and in a manner he reasonably believed to be
in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the
best interest of the corporation" within the meaning of that term as used in
this Article V.
Section 9. Venue. Any action, suit or proceeding to determine a
claim for indemnification under this Article V may be maintained by the
person claiming such indemnification, or by the corporation, in the Court of
Common Pleas of Butler County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction
over its or his person by the Court of Common Pleas of Butler County, Ohio in
any such action, suit or proceeding.
Division (E) of Section 1701.13 of the Ohio Revised Code addresses
indemnification by an Ohio corporation and provides as follows:
(E) (1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee, member, manager, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another cooperation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit,
or proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, if he had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
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create a presumption that the person did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor, by reason of the fact that he
is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company, or
a partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification
shall be made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, the court of
common pleas or the court in which such action or suit was brought
determines, upon application, that, despite the adjudication of liability,
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court of common
pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to Section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in division (E) (1) or
(2) of this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the action, suit, or
proceeding.
(4) Any indemnification under division (E) (1) or (2) of this
section, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification of
the director, trustee, officer, employee, member, manager, or agent is proper
in the circumstances because he has met the applicable standard of conduct
set forth in division (E) (1) or (2) of this section. Such determination
shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in division (E)
(1) or (2) of this section,
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(b) If the quorum described in division (E) (4) (a) of this
section is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has
been retained by or who has performed services for the corporation or any
person to be indemnified within the past five years;
(c) By the shareholders;
(d) By the Court of Common Pleas or the court in which the
action, suit, or proceeding referred to in division (E) (1) or (2) of this
section was brought.
Any determination made by the disinterested directors under
Division (E) (4) (a) or by independent legal counsel under division (E) (4)
(b) of this section shall be promptly communicated to the person who
threatened or brought the action or suit by or in the right of the
corporation under division (E) (2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or suit
was brought to review the reasonableness of such determination.
(5) (a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in division (E) (1)
or (2) of this section, the articles or the regulations of a corporation
state, by specific reference to this division, that the provisions of this
division do not apply to the corporation and unless the only liability
asserted against a director in an action, suit, or proceeding referred to in
division (E) (1) or (2) of this section is pursuant to Section 1701.95 of the
Revised Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the corporation as
they are incurred, in advance of the final disposition of the action, suit,
or proceeding, upon receipt of any undertaking by or on behalf of the
director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in defending
any action, suit, or proceeding referred to in division (E) (1) or (2) of
this section, may be paid by the corporation as they are incurred, in advance
of the final disposition of the action, suit, or proceeding as authorized by
the directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, member, manager or agent
to repay such amount, if it ultimately is determined that he is not entitled
to be indemnified by the corporation.
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(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted to
those seeking indemnification under the articles, the regulations, any
agreement, a vote of shareholders or disinterested directors, or otherwise,
both as to action in their official capacities and as to action in another
capacity while holding their offices, or positions, and shall continue as to
a person who has ceased to be a director, trustee, officer, employee, member,
manager, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person who is
or was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic
or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has a
financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E) (1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance, or
other protection that may be provided pursuant to divisions (E) (5), (6), and
(7) of this section. Divisions (E) (1) and (2) of this section do not create
any obligation to repay or return payments made by the corporation pursuant
to division (E) (5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the new or
surviving corporation, so that any person who is or was a director, officer,
employee, trustee, member, manager, or agent of such a constituent entity, or
is or was serving at the request of such constituent entity, as a director,
trustee, officer, employee, member, manager, or agent of another corporation,
domestic or foreign, nonprofit or for profit, a limited liability company, or
a partnership, joint venture, trust, or other enterprise, shall stand in same
position under this section with respect to the new or surviving corporation
as he would if he had served the new or surviving corporation in the same
capacity.
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might
be incurred by them in such capacity.
Section 11.7 of the Ohio Casualty Insurance Company Employee
Savings Plan (the "Plan") addresses the indemnification of certain persons in
connection with the operation of the Plan and provides, in pertinent part, as
follows:
Each member of the Committee shall be indemnified by the Company
against expenses (other than amounts paid in settlement not approved by the
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Company) reasonably incurred by him in connection with any action to which
he may be a party by reason of his membership in the Committee, except in
relation to matters as to which he shall be adjudged in such action to be
liable for willful misconduct in the performance of his duty as such member.
The foregoing right of indemnification shall be in addition to any other
right to which any such member may be entitled as a matter of law.
Item 7. Exemption from Registration Claimed.
--------------------------------------------
Not applicable.
Item 8. Exhibits.
-------------------
See the Index to Exhibits attached hereto beginning at page 16.
The undersigned Registrant hereby undertakes to submit the Plan, or
cause the Plan to be submitted, to the Internal Revenue Service (the "IRS")
in a timely manner and has made or will make all changes required by the IRS
in order to qualify the Plan.
Item 9. Undertakings.
---------------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs A (1) (i) and A (1) (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15 (d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relative to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13 (a) or Section 15 (d)
of the Securities Exchange Act of 1934 (and each filing of the Plan's annual
report pursuant to Section 15 (d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
in Item 6 of this Part II , or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hamilton, State of Ohio, on the
30th day of December, 1998.
OHIO CASUALTY CORPORATION
By:/s/ Lauren N. Patch
-------------------------------
Lauren N. Patch, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 30th day of December.
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lauren N. Patch
-----------------------
Lauren N. Patch President and Chief Executive Officer December 30, 1998
Joseph L. Marcum*
-----------------------
Joseph L. Marcum Chairman of the Board December 30, 1998
William L. Woodall*
-----------------------
William L. Woodall Vice Chairman of the Board December 30, 1998
Barry S. Porter*
-----------------------
Barry S. Porter Chief Financial Officer and Treasurer December 30, 1998
Michael L. Evans*
-----------------------
Michael L. Evans Vice President December 30, 1998
Arthur J. Bennert*
-----------------------
Arthur J. Bennert Director December 30, 1998
Vaden Fitton*
-----------------------
Vaden Fitton Director December 30, 1998
Jeffrey D. Lowe*
-----------------------
Jeffrey D. Lowe Director December 30, 1998
Stephen S. Marcum*
-----------------------
Stephen S. Marcum Director December 30, 1998
Stanely N. Pontius
-----------------------
Stanley N. Pontius Director December 30, 1998
Howard L. Sloneker III
-----------------------
Howard L. Sloneker III Director December 30, 1998
Jack E. Brown
-----------------------
Jack E. Brown Director December 30, 1998
Catherine E. Dolan
-----------------------
Catherine E. Dolan Director December 30, 1998
Wayne R. Embry
-----------------------
Wayne R. Embry Director December 30, 1998
</TABLE>
* By Power of Attorney
/s/ Lauren N. Patch
-----------------------
Lauren N. Patch
(Attorney in Fact)
14
<PAGE> 15
The Plan. Pursuant to the requirements of the Securities Act of 1933,
--------
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hamilton, State of
Ohio, on December 30, 1998.
OHIO CASUALTY INSURANCE COMPANY
EMPLOYEE SAVINGS PLAN
By: /s/ Lauren N. Patch
-----------------------------------
Lauren N. Patch
Member of the Retirement Committee
15
<PAGE> 16
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
----------- ----------- --------
<S> <C> <C>
4 (a) Certificate of Amended Incorporated herein by
Articles of Incorporation of reference to the Registrant's
Ohio Casualty Corporation Current Report on Form 8-K
("Registrant") as filed with filed December 15, 1998
the Ohio Secretary of State on with the SEC (Exhibit 4(a))
May 25, 1983.
4 (b) Certificate of Amendments Incorporated herein by
to the Articles of reference to the Registrant's
Incorporation of the Current Report on Form 8-K
Registrant as filed with the filed December 15, 1998
Ohio Secretary of State on with the SEC. (Exhibit 4(b))
November 21, 1986.
4 (c) Certificate of Amendment Incorporated herein by
to Amended Articles of reference to the Registrant's
Incorporation of the Current Report on Form 8-K
Registrant as filed with the filed December 15, 1998
Ohio Secretary of State on with the SEC. (Exhibit 4 (c))
April 29, 1992.
4 (d) Certificate of Amendment Incorporated herein by
to Amended Articles of reference to the Registrant's
Incorporation of the Current Report on Form 8-K
Registrant as filed with the filed December 15, 1998
Ohio Secretary of State on with the SEC. (Exhibit 4 (d))
April 30, 1996.
4 (e) Amended Articles of Incorporated herein by
Incorporation of the reference to the Registrant's
Registrant (reflecting Current Report on Form 8-K
amendments through April filed December 15, 1998
30, 1996) [for SEC with the SEC. (Exhibit 4 (e))
reporting compliance
purposes only not filed with
Ohio Secretary of State]
4 (f) Code of Regulations of the Incorporated herein by
Registrant reference to the Registrant's
Current Report on Form 8-K
filed December 15, 1998
with the SEC. (Exhibit 4(f))
</TABLE>
16
<PAGE> 17
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
---------- ----------- -------
<S> <C> <C>
4 (g) Amended and Restated Incorporated herein by
Rights Agreement, dated as reference to the Registrant's
of February 19, 1998, Form 8-A/A Amendment
between the Registrant and No. 3, dated March 5, 1998,
First Chicago Trust and filed March 6, 1998
Company of New York, as with the SEC. (Exhibit 4 (g))
Rights Agent
23 Consent of
PricewaterhouseCoopers 18
LLP
24 Powers of Attorney 19-31
</TABLE>
17
<PAGE> 18
Exhibit 23
Consent of Independent Accountants
We consent to the incorporation by reference in this registration statement
on Form S-8 to be filed on December 30, 1998 of our report dated January 30,
1998, except as to the information presented in Note 16, for which the date
is February 19, 1998, on our audits of the consolidated financial statements
of Ohio Casualty Corporation and subsidiairies as of December 31, 1997, 1996
and 1995 appearing in the Annual Report on Form 10-K of Ohio Casualty
Corporation filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1934.
/s/ PricewaterhouseCoopers LLP
------------------------------
Cincinnati, Ohio
December 29, 1998
18
<PAGE> 19
Exhibit 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Barry S. Porter
----------------------------
Barry S. Porter
19
<PAGE> 20
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Arthur J. Bennert
---------------------------
Arthur J. Bennert
20
<PAGE> 21
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Jack E. Brown
---------------------------
Jack E. Brown
21
<PAGE> 22
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/S/ Catherine E. Dolan
---------------------------
Catherine E. Dolan
22
<PAGE> 23
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Wayne Embry
---------------------------
Wayne Embry
23
<PAGE> 24
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Vaden Fitton
---------------------------
Vaden Fitton
24
<PAGE> 25
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Jeffery D. Lowe
---------------------------
Jeffery D. Lowe
25
<PAGE> 26
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Joseph L. Marcum
---------------------------
Joseph L. Marcum
26
<PAGE> 27
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Stephen S. Marcum
---------------------------
Stephen S. Marcum
27
<PAGE> 28
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Lauren N. Patch
---------------------------
Lauren N. Patch
28
<PAGE> 29
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Stanely N. Pontius
---------------------------
Stanley N. Pontius
29
<PAGE> 30
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ Howard L. Sloneker III
---------------------------
Howard L. Sloneker III
30
<PAGE> 31
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio Corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the registration of certain of its securities for
offering and sale pursuant to the Ohio Casualty Insurance Company Employee
Savings Plan, hereby constitutes and appoints Lauren N. Patch and Barry S.
Porter, and each of them, as his true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and the NASDAQ Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all things that each of said attorneys-in-fact and agents, or his
or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of 30th day
of December 1998.
/s/ William L. Woodall
---------------------------
William L. Woodall
31
