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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 15, 1998
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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)
Not Applicable
(Former name or former address, if changed since last report)
Exhibit Index - Page 4
Page 1 of 4 Pages
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ITEM 5. Other Events
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On September 15, 1998, Ohio Casualty Corporation (the
"Corporation") announced that pending regulatory approvals, its
subsidiary, The Ohio Casualty Insurance Company, will acquire
substantially all of the commercial lines division of Great
American Insurance Company, an insurance subsidiary of the
American Financial Group, Inc.
A copy of the press release issued by Ohio Casualty
Corporation on September 15, 1998, announcing the acquisition
is attached hereto as Exhibit 99.3 and is incorporated herein by
reference.
Page 2 of 4 Pages
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ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibits
99.3 Press Release dated September 15, 1998, announcing
the acquisition of Great American's Commercial
Lines Division.
SIGNATURE
Pursuant to the requirements 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
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(Registrant)
September 15, 1998 /s/ Barry S. Porter
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Barry S. Porter, CFO/Treasurer
(on behalf of Registrant and
as Principal Accounting Officer)
Page 3 of 4 Pages
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EXHIBIT INDEX
Current Report on Form 8-K
Dated September 15, 1998
Ohio Casualty Corporation
Exhibit No. Description
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99.3 Press release dated September 15, 1998, announcing the
acquisition of Great American Commercial Lines Division.
Page 4 of 4 Pages
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Exhibit 99.3
Contacts: Analyst contact: Dale A. Thatcher
Chief Accounting Officer
(513) 867-3034
[email protected]
Media contact: Cindy L. Denney
Manager, Corporate Communications
513-867-3695 (ofc.), 513-703-7372 (cell)
[email protected]
FOR IMMEDIATE RELEASE
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OHIO CASUALTY GROUP ACQUIRES
GREAT AMERICAN COMMERCIAL LINES DIVISION
HAMILTON, OHIO, SEPTEMBER 15, 1998 -- Ohio Casualty Group announced today
that its flagship subsidiary, The Ohio Casualty Insurance Co., will acquire
substantially all of the Commercial Lines Division of Great American Insurance
Company, an insurance subsidiary of the American Financial Group, Inc. Under
the agreement, Great American will transfer certain commercial lines insurance
liabilities and related assets to Ohio Casualty in exchange for $300 million
in cash, plus warrants to purchase 3 million shares of Ohio Casualty common
stock. AFG will also have the opportunity to receive up to an additional $40
million based upon the retention and growth of the acquired insurance
business.
The book of business underwritten and serviced by the Great American
Commercial Lines Division, with a few exceptions, will be transferred to Ohio
Casualty as of the date of closing. Closing is anticipated in the fourth
quarter, following any necessary regulatory approvals. As part of the
transaction, Ohio Casualty will assume responsibility for the
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personnel of Great American's Commercial Lines Division, as well as the
relationships with the agencies that produced the commercial lines book
of business. The major lines of business included in the sale are workers'
compensation, commercial multiperil, umbrella and commercial auto.
Additionally, the Alternative Markets business of the Great American
Specialty Division will be included in the transaction. Four commercial
operations, as well as all California business, will be excluded from the
transaction. Great American will continue to provide specialty and personal
lines products to its existing agency force. The organizations also have
agreed to a joint marketing agreement under which AFG will provide specialty
and nonstandard auto products to Ohio Casualty's agency force.
The acquisition will give Ohio Casualty increased scale for its strategic
focus in commercial lines insurance business. Ohio Casualty is acquiring in
excess of $300 million net written premiums from the Great American Commercial
Lines Division, bringing annual commercial lines premiums of the combined
company close to $900 million. Ohio Casualty also has personal lines premiums
of close to $700 million.
Acquisition has been a primary objective for Ohio Casualty during the past
year, according to OCG President and Chief Executive Officer Lauren N. Patch.
"We have been looking for the right acquisition opportunity to use more
effectively our corporate capital. We believe this transaction will strengthen
our company in several key areas."
"Foremost, the addition of the Commercial Lines Division will allow our
company to build a highly skilled combined workforce. The transaction will
bring to Ohio Casualty an additional element of excellent leadership. I am
happy to announce that current Great American Commercial Lines Division
President Tom Hayes will join Ohio Casualty as executive vice president and
chief operating officer. Tom has a great insurance mind and will add an
innovative leadership approach to the combined company."
"The purchase will enhance Ohio Casualty's marketing position in several ways,
including the addition of nearly 1,700 agents of the Commercial Lines Division
to Ohio Casualty's current independent agency force. From a geographic point
of view, we will increase our presence in areas where we already do business,
and add a presence in the Northeast, a region in which we had hoped to expand.
The products and services offered by the Great American Commercial Lines
Division will complement and strengthen our current offerings to our
customers. Providing excellent customer service is a concept embraced by both
organizations. The acquisition should enhance Ohio Casualty Group's brand
identity as an insurance company that 'works for policyholders'."
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"Finally, Ohio Casualty anticipates that it will achieve financial benefits
through economies of scale and reductions in expenses through improved
processes."
Ohio Casualty Group, one of the top 50 insurance groups in the United States,
offers businesses and individuals a range of property-casualty and premium
financing products. The Group is active in 39 states, operates in conjunction
with the independent agency system, and has assets of $3.8 billion and written
premiums of just over $1.2 billion. Ohio Casualty Group holds an A+ Superior
rating from the A.M. Best Co.
Great American Insurance Company Commercial Lines Division writes business in
26 emphasis states. Great American is a subsidiary of the American Financial
Group, Inc., which is traded on the New York Stock Exchange under the symbol
"AFG."
Ohio Casualty Corporation publishes forward-looking statements relating to
such matters as anticipated financial performance, business prospects and
plans, regulatory developments and similar matters. The statements contained
in this news release that are not historical information, are forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor under The Securities Act of 1933 and The Securities Exchange Act
of 1934 for forward-looking statements. The risks and uncertainties that may
affect the operations, performance, development and results of the
Corporation's business and the results of the acquisition described herein,
include the following: changes in property and casualty reserves; catastrophe
losses; premium and investment growth; product pricing environment;
availability of credit; changes in government regulation; performance of
financial markets; fluctuations in interest rates; availability and pricing of
reinsurance; litigation and administrative proceedings; year 2000 issues;
ability of Ohio Casualty to integrate the acquired business and to retain the
acquired insurance business; and general economic and market conditions.
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