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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
[x] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997
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[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the transition period from to
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Commission File Number 0-5544
OHIO CASUALTY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO
(State or other jurisdiction of incorporation or organization)
31-0783294
(I.R.S. Employer Identification No.)
136 North Third Street, Hamilton, Ohio
(Address of principal executive offices)
45025
(Zip Code)
(513) 867-3000
(Registrant's telephone number)
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, Par Value $.125 Each
(Title of Class)
Common Share Purchase Rights
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
The aggregate market value as of March 1, 1998 of the voting stock held by
non-affiliates of the registrant was $1,416,224,864.
On March 1, 1998 there were 33,629,908 shares outstanding.
THE PURPOSE OF THIS AMENDMENT IS TO MODIFY THE INDEX TO EXHIBITS AND INCLUDE
THE REPORT OF INDEPENDENT ACCOUNTANTS AS FOUND ON PAGE 32 OF THE 1997 ANNUAL
REPORT TO SHAREHOLDERS AND REFERENCED IN THE CORPORATION'S FORM 10-K EDGAR
FILING ON MARCH 27, 1998.
Page 1 of 4
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
OHIO CASUALTY CORPORATION
(Registrant)
April 16, 1998 By: /s/ Lauren N. Patch
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Lauren N. Patch, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
April 16, 1998 /s/ Lauren N. Patch
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Lauren N. Patch, President and Chief Executive Officer
April 16, 1998 /s/ Howard L. Sloneker III
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Howard L. Sloneker III, Director
April 16, 1998 /s/ Barry S. Porter
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Barry S. Porter, Chief Financial Officer and Treasurer
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REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Shareholders of
Ohio Casualty Corporation
We have audited the accompanying consolidated balance sheet of Ohio
Casualty Corporation and subsidiaries as of December 31, 1997, 1996 and
1995, and the related statements of consolidated income, shareholders'
equity and cash flows for the years then ended. These financial statements
are the responsibility of the Corporation's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Ohio Casualty
Corporation and subsidiaries as of December 31, 1997, 1996 and 1995, and the
consolidated results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Cincinnati, Ohio
January 30, 1998, except as to the information presented in Note 16, for which
the date is February 19, 1998.
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Form 10-K
Ohio Casualty Corporation
Index to Exhibits
Page
Number
Exhibit 13 Annual Report to Shareholders for the Registrant's
fiscal year ended December 31, 1997 33-68
Exhibit 21 Subsidiaries of Registrant 69
Exhibit 22 Proxy Statement of the Board of Directors for the
fiscal year ended December 31, 1997 70-86
Exhibit 23 Consent of Independent Accountants to incorporation
of their opinion by reference in Registration Statement
on Form S-3 87
Exhibit 27 Financial Data Schedule 88
Exhibit 28 Information from Reports Furnished to State Insurance
Regulation Authorities 89-102
Exhibits incorporated by reference to previous filings:
Exhibit 3 Articles of Incorporation and By Laws amended 1986
and filed with Form 8-K on January 15, 1987
Exhibit 3a Amendment to Amended Articles of Incorporation
increasing authorized number of shares to
150,000,000 common shares and authorized 2,000,000
preferred shares, dated April 17, 1996
Exhibit 4 Amended and Restated Rights Agreement filed with
Form 8-K on February 19, 1998, between Ohio Casualty
Corporation and First Chicago Trust Company of New
York, as Rights Agent, which includes as Exhibit A
form of Rights Certificate
Exhibit 10 Credit Agreement dated as of October 25, 1994 between
Ohio Casualty Corporation and Chase Manhattan Bank,
N.A., as agent, filed with Form 10-Q on November 1,
1994
Exhibit 10a Ohio Casualty Corporation 1993 Stock Incentive Program
filed with Form 10-Q as Exhibit 10d on May 31, 1993
Exhibit 10a1 Ohio Casualty Corporation amended 1993 Stock Incentive
Program filed with Form 10-Q dated May 14, 1997
Exhibit 10b Coinsurance Life, Annuity and Disability Income
Reinsurance Agreement between Employer's Reassurance
Corporation and The Ohio Life Insurance Company dated
as of October 2, 1995
Exhibit 10c Credit Agreement dated October 27, 1997 with Chase
Manhattan Bank, N.A. as agent, filed with Form 10-Q on
November 13, 1997
Exhibit 99.1 Press release dated November 25, 1997, announcing the
settlement with Great Southern Life Insurance Company
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