<PAGE> 1
As Filed with the Securities and Exchange Commission on January 19, 1999
Registration No. 333-
- ------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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 Number)
---------------------------------------------
136 NORTH THIRD STREET
HAMILTON, OHIO 45025
(513) 867-3000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Office)
BARRY S. PORTER
CHIEF FINANCIAL OFFICER
OHIO CASUALTY CORPORATION
136 NORTH THIRD STREET
HAMILTON, OHIO 45025
(513) 867-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, Of Agent for Service)
---------------------------------------------
COPIES TO:
ROGER E. LAUTZENHISER, ESQ.
VORYS, SATER, SEYMOUR AND PEASE LLP
52 EAST GAY STREET, P.O. BOX 1008
COLUMBUS, OHIO 43216-1008
(614) 464-6291
---------------------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.
----
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. X
----
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
----
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
----
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
----
-------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) MAXIMUM MAXIMUM REGISTRATION
OFFERING PRICE AGGREGATE FEE
PER UNIT(1)(2)(3) OFFERING
PRICE(1)(2)(3)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Debt Securities and
Subordinated Debt Securities
(collectively, "Debt Securities")
of Ohio Casualty Corporation....... $300,000,000 100% $300,000,000 $83,400
==========================================================================================================
</TABLE>
(1) Such indeterminate number or amount of Debt Securities of Ohio Casualty
Corporation as may from time to time be issued at indeterminate prices.
(2) Such amount in U.S. dollars or the equivalent thereof in foreign
currencies as shall result in an aggregate initial offering price for all
securities of $300,000,000.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) and exclusive of accrued interest, if any.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)
OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
<PAGE> 2
SUBJECT TO COMPLETION, DATED ______________________
PROSPECTUS
$300,000,000
DEBT SECURITIES
OHIO CASUALTY CORPORATION
136 NORTH THIRD STREET
HAMILTON, OHIO 45025
(513) 867-3000
OHIO CASUALTY CORPORATION may periodically sell in one or more
offerings:
. its unsecured senior debt securities, consisting of debentures,
notes or other evidences of indebtedness, or
. its unsecured subordinated debt securities, consisting of
debentures, notes or other evidences of indebtedness.
This Prospectus generally describes the securities that we may offer.
We will provide the specific terms of the securities that we may offer in
supplements to this Prospectus. If we engage any underwriter to sell the
securities, we will describe our arrangement with that underwriter in a
Prospectus Supplement.
You should read this Prospectus and the accompanying Prospectus
Supplement carefully before you invest.
The Common Shares of Ohio Casualty Corporation are traded on The Nasdaq
National Market under the symbol "OCAS".
--------------------------
THE REGISTRATION STATEMENT THAT CONTAINS THIS PROSPECTUS (INCLUDING THE
EXHIBITS TO THE REGISTRATOIN STATEMENT) CONTAINS ADDITIONAL INFORMATION ABOUT
OHIO CASUALTY CORPORATION AND THE SECURITIES OFFERED UNDER THIS PROSPECTUS.
YOU CAN READ THE REGISTRATION STATEMENT AT THE SECURITIES AND EXCHANGE
COMMISSION WEB SITE OR AT THE SECURITIES AND EXCHANGE COMMISSION OFFICES, AS
DESCRIBED UNDER THE HEADING IN THIS PROSPECTUS "WHERE YOU CAN FIND MORE
INFORMATION".
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------
January 19, 1999.
The following legend shall run sideways down the front cover of the
Prospectus: THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
2
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
Ohio Casualty Corporation has filed a Registration Statement on Form
S-3 under the Securities Act of 1933 (the "Securities Act") to register the
securities offered by this Prospectus. This Prospectus does not contain all
the information set forth in the Registration Statement and the exhibits to
the Registration Statement.
Ohio Casualty Corporation files annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). You can read and copy any materials filed
with the Commission at the Commission's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, the Commission maintains an Internet site that
contains reports, proxy statements and other information regarding Ohio
Casualty Corporation which you may access at http://www.sec.gov.
The rules and regulations of the Commission allow us to incorporate
certain information about Ohio Casualty Corporation and its financial condition
into this Prospectus by reference. This means that we can disclose important
information to you by referring you to other documents that we have filed
with the Commission and information that we file later with the Commission
will automatically update and supercede this information. The information
incorporated by reference is considered to be a part of this Prospectus.
---------------------------
We have incorporated by reference into this Prospectus the following
documents:
COMMISSION FILING DESCRIPTION OR PERIOD/AS OF DATE
- ------------------------------ --------------------------------------
Annual Report on Form 10-K Fiscal Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31, June 30 and
September 30, 1998
Current Reports on Form 8-K March 6, 1998, September 24, 1998 and
December 15, 1998
We also incorporate by reference any periodic reports (such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K), as well as any proxy statements, that we may file with the
Commission between the date of this Prospectus and the termination of this
offering.
You can obtain any of these documents, excluding any exhibits thereto
unless the exhibit is specifically incorporated by reference in this
Prospectus, without charge, by writing or phoning Ohio Casualty Corporation
at the following address and phone number:
3
<PAGE> 4
Ohio Casualty Corporation
136 North Third Street
Hamilton, Ohio 45025
(513) 867-3000
Attn: Barry S. Porter, CFO
For further information with respect to Ohio Casualty Corporation and
the securities offered by this Prospectus, you should refer to the Registration
Statement (including the exhibits to the Registration Statement) and the
documents incorporated in this Prospectus by reference.
4
<PAGE> 5
THE COMPANY
Ohio Casualty Corporation (the "Company") was incorporated in Ohio on
August 25, 1969. The Company operates primarily as a holding company and
principally engages, through its direct and indirect subsidiaries, in the
business of property and casualty insurance and insurance premium finance.
The principal executive office of the Company is located at 136 North Third
Street, Hamilton, Ohio 45025. The Company's telephone number is
(513) 867-3000. Additional information concerning the Company and its
business activities is contained in the documents incorporated by reference
into this Prospectus. You may refer to such information in the manner
set forth under the heading "WHERE YOU CAN FIND MORE INFORMATION".
Pursuant to this Prospectus, the Company periodically may issue its
unsecured senior debt securities (the "Senior Debt Securities") and its
unsecured subordinated debt securities (the "Subordinated Debt Securities").
This Prospectus collectively refers to the Senior Debt Securities and the
Subordinated Debt Securities as the "Debt Securities".
USE OF PROCEEDS
Unless otherwise set forth in a Prospectus Supplement with respect to
the proceeds from the sale of the particular Debt Securities to which such
Prospectus Supplement relates, the net proceeds from the sale of the Debt
Securities are expected to be used by the Company for general corporate
purposes which may include:
(i) working capital;
(ii) acquisitions;
(iii) repayment or redemption of outstanding debt; or
(iv) other corporate purposes.
Pending such use, the net proceeds may be temporarily invested in
accordance with the Company's investment policy.
5
<PAGE> 6
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges
for the Company and its consolidated subsidiaries for the periods indicated:
<TABLE>
<CAPTION>
Year Ended December 31,
- ------------------------------------------------------------------------------------
Nine Months
Ended September
30, 1998 1997 1996 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges(1) 44.6406 56.1182 31.5222 27.8612 27.6519 19.1695
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) The ratio of earnings to fixed charges is calculated by dividing
earnings (income from continuing operations before income taxes plus
fixed charges) by fixed charges (interest expense on debt).
DESCRIPTION OF THE DEBT SECURITIES
The Company's Debt Securities, consisting of notes, debentures or other
evidences of indebtedness, may be issued from time to time in one or more
series, in the case of Senior Debt Securities, under a Senior Indenture (the
"Senior Debt Indenture") to be entered into between the Company and Chase
Manhattan Trust Company, National Association, as trustee, and in the case of
Subordinated Debt Securities, under a Subordinated Indenture (the "Subordinated
Debt Indenture") to be entered into between the Company and Chase Manhattan
Trust Company, National Association, as trustee. The Senior Debt Indenture
and the Subordinated Debt Indenture are sometimes hereinafter referred to
individually as an "Indenture" and collectively as the "Indentures." Chase
Manhattan Trust Company, National Association, in its capacity as trustee under
either or both of the Indentures, is referred to hereinafter as the
"Indenture Trustee." The Indentures are substantially identical except for
provisions relating to subordination and the Company's negative pledge.
The Indentures are included as exhibits to the Registration Statement
of which this Prospectus is a part. The following description summarizes the
material terms of the Indentures and the Debt Securities and is qualified in
its entirety by reference to the detailed provisions of the applicable
Indenture, which contains the full text of such provisions, including the
definition of certain terms used herein, and other information regarding the
Debt Securities. Numerical references in parentheses below are to sections in
the applicable Indenture. Wherever particular sections or defined terms of
the applicable Indenture are referred to, such sections or defined terms are
incorporated herein by reference as part of the statement made, and the
statement is qualified in its entirety by such reference.
GENERAL
The Debt Securities will be unsecured senior or subordinated
obligations of the Company. The Indentures do not limit the aggregate
principal amount of indebtedness that may be issued and provide that Debt
Securities may be issued from time to time in one or more series and may be
denominated and payable in foreign currencies or units based on or related to
foreign currencies, including European Currency Units. Special United States
federal income tax
6
<PAGE> 7
considerations applicable to any Debt Securities so denominated will be
described in the applicable Prospectus Supplement.
Reference is made to the applicable Prospectus Supplement which will
accompany this Prospectus for the following terms of and information relating
to the Debt Securities offered thereby (to the extent such terms are
applicable to such Debt Securities):
(i) classification as senior or subordinated Debt Securities, the
specific designation, aggregate principal amount, purchase price and
denomination;
(ii) currency or units based on or relating to currencies in which the
Debt Securities are denominated and/or in which principal, premium, if any,
and/or any interest will or may be payable;
(iii) any date or dates upon which the principal of the Debt Securities
is payable;
(iv) interest rate or rates (which may be fixed or variable) or the
method by which such rate will be determined, if any;
(v) the dates on which any such interest will be payable;
(vi) the place or places where the principal of, premium, if any, and
interest, if any, on the Debt Securities will be payable;
(vii) any mandatory or optional redemption, repayment or sinking fund
provisions;
(viii) whether the Debt Securities will be issuable in registered form
("Registered Debt Securities") or bearer form ("Bearer Debt Securities") or
both and, if Bearer Debt Securities are issuable, any restrictions applicable
to the place of payment of any principal of, premium, if any, and interest, if
any, on such Bearer Debt Securities, the exchange of one form for another and
the offer, sale and delivery of such Bearer Debt Securities (except that
Registered Debt Securities will not be exchangeable into Bearer Debt Securities
except in certain circumstances);
(ix) whether the Debt Securities will be issuable in whole or in part
in global form and, if so, the identity of the Depositary (as defined below)
for such Debt Securities and the terms and conditions, if any, upon which such
Debt Securities may be exchanged in whole or in part for other definitive
securities;
(x) any applicable United States federal income tax consequences;
(xi) the proposed listing, if any, of the Debt Securities on any
securities exchange;
(xii) any variation to the provisions of the Indenture with respect to
the satisfaction and discharge of the Company's indebtedness and obligations,
or termination of certain covenants and Events of Default under the Indenture,
with respect to the Debt Securities by deposit of money or U.S. government
obligations;
7
<PAGE> 8
(xiii) any trustee (other than Chase Manhattan Trust Company, National
Association), depositary, authenticating or paying agent, transfer agent,
registrar or other agent with respect to the Debt Securities;
(iv) the right of the Company, if any, to defer payments of interest;
and
(xv) any other specific terms of the Debt Securities, including any
modifications of or additions to the Events of Default (discussed below) or
covenants provided for with respect to such Debt Securities, and any terms
which may be required by or advisable under applicable laws or regulations
not inconsistent with the applicable Indenture.
Debt Securities may be presented for exchange and Registered Debt
Securities may be presented for transfer in the manner, at the places and
subject to the restrictions set forth in the applicable Indenture. Such
services will be provided without charge, other than any tax or other
governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Bearer Debt Securities
and the coupons, if any, appertaining thereto will be transferable by
delivery.
Debt Securities may bear interest at a fixed rate or a floating
rate. Debt Securities bearing no interest or interest at a rate that at the
time of issuance is below the prevailing market rate will be sold at a
discount below their stated principal amount. Special United States federal
income tax considerations applicable to any such discounted Debt Securities
or to certain Debt Securities issued at par which are treated as having been
issued at a discount for United States federal income tax purposes will be
described in the applicable Prospectus Supplement.
Debt Securities may be issued, from time to time, with the principal
amount payable on any principal payment date, or the amount of interest
payable on any interest payment date, to be determined by reference to one or
more currency exchange rates, commodity prices, equity indices or other
factors. Holders of such Debt Securities may receive a principal amount on any
principal payment date, or a payment of interest on any interest payment date,
that is greater or less than the amount of principal or interest otherwise
payable on such dates, depending upon the value on such dates of applicable
currency, commodity, equity index or other factors. Information as to the
methods for determining the amount of principal or interest payable on any
date, the currencies, commodities, equity indices or other factors to which
the amount payable on such date is linked and certain additional tax
considerations will be set forth in the applicable Prospectus Supplement.
Insurance statutes in many states limit the extent to which
regulated insurance companies may pay dividends and transfer assets to their
affiliates and either prohibit or require prior regulatory approval for the
payment of dividends and other distributions in excess of such limits. Since
a source of the Company's internally generated cash flow is dividends paid to
it by its insurance company subsidiaries, the Company's ability to meet its
obligations (including the obligation to pay principal of and premium, if any,
and interest on the Debt Securities) may be affected by any such limitations
or prior approval requirements.
GLOBAL DEBT SECURITIES
The Debt Securities of a series may be issued in global form.
Registered Debt Securities issued in global form (each a "Registered Global
Security") will be deposited with a depositary (a
8
<PAGE> 9
"Depository") or with a nominee for a Depositary identified in the Prospectus
Supplement relating to such series and registered in the name of the
Depositary or a nominee thereof. In such case, one or more Registered Global
Securities will be issued in a denomination or aggregate denominations equal
to the portion of the aggregate principal amount of outstanding Registered
Debt Securities of the series to be represented by such Registered Global
Security or Securities. Unless and until it is exchanged in whole for Debt
Securities in definitive registered form, a Registered Global Security may
not be transferred except as a whole (i) by the Depositary for such
Registered Global Security to a nominee of such Depositary or (ii) by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or (iii) by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to
all such depositary arrangements.
Ownership of beneficial interests in a Registered Global Security will
be limited to persons that have accounts with the Depositary for such
Registered Global Security ("participants") or persons that may hold interests
through participants. Upon the issuance of a Registered Global Security, the
Depositary for such Registered Global Security will credit on its book-entry
registration and transfer system participants' accounts with the respective
principal amounts of the Debt Securities represented by such Registered Global
Security beneficially owned by such participants. Initially, the accounts to
be credited shall be designated by any dealers, underwriters or agents
participating in the distribution of such Debt Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through,
records maintained by the Depositary for such Registered Global Security
(with respect to interests of participants) and on the records of participants
(with respect to interests of persons holding through participants). The laws
of some states may require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may
impair the ability to own, transfer or pledge beneficial interests in
Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its
nominee, is the registered owner of such Registered Global Security, such
Depositary or such nominee, as the case may be, will be considered the sole
owner or holder of the Debt Securities represented by such Registered Global
Security for all purposes under the applicable Indenture. Except as set forth
below, owners of beneficial interests in a Registered Global Security will
not be entitled to have the Debt Securities represented by such Registered
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of such Debt Securities in definitive form and will
not be considered the owners or holders thereof under the applicable
Indenture. Accordingly, each person owning a beneficial interest in a
Registered Global Security must rely on the procedures of the Depositary for
such Registered Global Security and, if such person owns through a
participant, on the procedures of the participant through which such person
owns its interest, to exercise any rights of a holder under the applicable
Indenture. The Company understands that under existing securities industry
practices, if the Company requests any action of holders or if an owner of a
beneficial interest in a Registered Global Security desires to give or take
any action which a holder is entitled to give or take under the applicable
Indenture, the Depositary for such Registered Global Security would authorize
the participants holding the relevant beneficial interests to give or take
such action, and such participants would authorize
9
<PAGE> 10
beneficial owners owning through such participants to give or take such action
or would otherwise act upon the instructions of beneficial owners owning
through them.
Payments of principal of and premium, if any, and interest, if any,
on a Registered Global Security will be made to such Depositary or its
nominee, as the case may be. None of the Company, the Indenture Trustee or
any other agent of the Company or agent of the Indenture Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Registered
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depositary for any Registered Global
Security, upon receipt of any payment of principal, premium or interest in
respect of such Registered Global Security, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in such Registered Global Security as shown on
the records of such Depositary.
The Company also expects that payments by participants to owners of
beneficial interests in such Registered Global Security owned through such
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants.
If the Depositary for any Registered Global Security is at any time
unwilling or unable to continue as Depositary or ceases to be a clearing
agency registered under the Securities Exchange Act of 1934 (the "1934 Act"),
and a successor Depositary registered as a clearing agency under the 1934 Act
is not appointed within 90 days, the Company will issue such Debt Securities
in definitive form in exchange for such Registered Global Security. In
addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
Registered Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for all of the Registered Global
Security or Securities representing such Debt Securities. Any Debt Securities
issued in definitive form in exchange for a Registered Global Security will be
registered in such name or names as the Depositary shall instruct the
Indenture Trustee. It is expected that such instructions will be based upon
directions received by the Depositary from participants with respect to
ownership of beneficial interests in such Registered Global Security.
Bearer Debt Securities of a series may also be issued in global form
(each a "Bearer Global Security") that will be deposited with a common
depositary for Euro-clear and CEDEL, or with a nominee for such depositary
identified in the Prospectus Supplement relating to such series. The
specific terms and procedures, including the specific terms of the depositary
arrangement and any specific procedures for the issuance of Debt Securities
in definitive form in exchange for a Bearer Global Security, with respect to
any portion of a series of Debt Securities to be represented by a Bearer Global
Security will be described in the Prospectus Supplement relating to such
series.
10
<PAGE> 11
CERTAIN COVENANTS OF THE COMPANY
DEFINITIONS. The following terms used in this section and elsewhere
in this Prospectus have the following meanings:
The term "CONSOLIDATED TOTAL ASSETS" means the amount of total assets
shown on the consolidated balance sheet of the Company and its consolidated
subsidiaries contained in the most recent annual or quarterly report filed with
the Commission, or if the Company is not then subject to the 1934 Act, the most
recent annual or quarterly report to stockholders and, in respect of any
Subsidiary as of any date of determination, the amount of total assets of such
Subsidiary and its consolidated subsidiaries from which such consolidated
balance sheet of the Company and its consolidated subsidiaries was derived.
(Senior and Subordinated Debt Indentures, Section 1.1)
The term "FAIR VALUE" when used with respect to any Voting Stock means
the fair value as determined in good faith by the Board of Directors of the
Company. (Senior and Subordinated Debt Indentures, Section 1.1)
The term "RESTRICTED SUBSIDIARY" means:
(a) so long as they are Subsidiaries of the Company, The Ohio Casualty
Insurance Company, West American Insurance Company, Ohio Security Insurance
Company and American Fire and Casualty Company;
(b) any other present or future insurance company Subsidiary the
Consolidated Total Assets of which constitute 20% or more of the Consolidated
Total Assets of the Company; and
(c) any Subsidiary which is a successor, by merger or otherwise, to
substantially all of the business or properties of any Subsidiary referred to
or described in the foregoing clauses (a) or (b). (Senior and Subordinated
Debt Indentures, Section 1.1)
The term "SUBSIDIARY" means any corporation or other entity more than
50% of the outstanding shares of Voting Stock of which is at the time of
determination owned or controlled, directly or indirectly, by the Company.
(Senior and Subordinated Debt Indentures, Section 1.1)
The term "VOTING STOCK" means stock of any class or classes having
general voting power under ordinary circumstances to elect a majority of the
board of directors, managers or trustees of the corporation in question, except
that, stock which carries only the right to vote conditionally on the
happening of an event is not considered voting stock. (Senior and
Subordinated Debt Indentures, Section 1.1)
LIMITATIONS ON LIENS. The Senior Debt Indenture provides that the
Company and its Restricted Subsidiaries may not issue, assume, incur or
guarantee any indebtedness for borrowed money secured by a mortgage, pledge,
lien or other encumbrance (except for certain liens specifically permitted by
the Senior Debt Indenture), directly or indirectly, upon any shares of the
Voting Stock of a Restricted Subsidiary without effectively providing that any
Senior Debt Securities issued under the Senior Debt Indenture will be secured
equally and ratably with, or prior to, any such secured indebtedness so long
as such indebtedness remains outstanding. The foregoing restrictions,
however, do not apply to liens upon any shares of Voting Stock of any
11
<PAGE> 12
corporation existing at the time such corporation becomes a Restricted
Subsidiary and extensions, renewals or replacements thereof. (Senior Debt
Indenture Section 3.9)
CONSOLIDATION, MERGER AND SALE OF ASSETS. The Senior Debt Indenture
and the Subordinated Debt Indenture both provide that the Company shall not
consolidate or merge with or into, or transfer or lease its assets
substantially as an entirety to any person unless the Company shall be the
continuing corporation, or unless the successor corporation or person to
which such assets are transferred or leased shall be organized under the laws
of the United States or any state thereof or the District of Columbia and
shall expressly assume the Company's obligations on the Debt Securities and
under such Indenture, and after giving effect to such transaction no Event of
Default (as defined below) shall have occurred and be continuing, and certain
other conditions are met. (Senior and Subordinated Debt Indentures, Section
9.1)
This covenant would not apply to any recapitalization transaction, a
change of control of the Company or a highly leveraged transaction unless such
transactions or change of control were structured to include a merger or
consolidation or transfer or lease of the Company's assets substantially as an
entirety. Except as may be described in a Prospectus Supplement applicable to
a particular series of Debt Securities, there are no covenants or other
provisions in the Indentures providing for a put or increased interest or that
would otherwise afford holders of Debt Securities additional protection in the
event of a recapitalization transaction, a change of control of the Company or
a highly leveraged transaction.
RESTRICTIONS ON CERTAIN DISPOSITIONS. The Senior Debt Indenture and
Subordinated Debt Indenture both provide that as long as any of the Debt
Securities remain outstanding, the Company will not, and will not permit any
Restricted Subsidiary to, issue, sell, assign, transfer or otherwise dispose
of, directly or indirectly, any of the Voting Stock of any Restricted
Subsidiary, unless,
(a) the issuance, sale, assignment, transfer or other disposition is
required to comply with the order of a court or regulatory authority of
competent jurisdiction, other than an order issued at the request of the
Company or of one of its Restricted Subsidiaries;
(b) the shares of Voting Stock issued, sold, assigned, transferred or
otherwise disposed of constitute directors' qualifying shares;
(c) all of the Voting Stock of a Restricted Subsidiary then owned by
the Company or by its Restricted Subsidiaries is disposed of, in a single
transaction or in a series of related transactions, for a consideration
consisting of cash or other property the fair market value of which (as
determined in good faith by the Board of Directors) is at least equal to the
Fair Value of such Voting Stock; or
(d) after giving effect to the issuance, sale, assignment, transfer or
other disposition, the Company and its Restricted Subsidiaries would own
directly or indirectly at least 80% of the issued and outstanding Voting Stock
of such Restricted Subsidiary and such issuance, sale, assignment, transfer or
other disposition is made for a consideration consisting of cash or other
property which is at least equal to the Fair Value of such Voting Stock.
(Senior and Subordinated Debt Indentures, Section 9.3)
12
<PAGE> 13
The Indentures do not restrict the transfer of assets from a Restricted
Subsidiary to any other person, including the Company or another subsidiary
of the Company.
EVENTS OF DEFAULT
An Event of Default is defined under both the Senior Debt Indenture and
the Subordinated Debt Indenture with respect to Debt Securities of any series
issued under such Indenture as being:
(a) default in payment of all or any part of the principal of the Debt
Securities of such series when due, either at maturity (or upon any
redemption), by declaration or otherwise;
(b) default for 30 days in payment of any interest on any Debt
Securities of such series;
(c) default in payment of any sinking fund installment when due;
(d) failure to observe or perform any other covenant or agreement in
the Debt Securities of such series or such Indenture other than a covenant
included in such Indenture solely for the benefit of a series of Debt
Securities other than such series after 60 days written notice as provided in
such Indenture;
(e) certain events of bankruptcy, insolvency or reorganization; or
(f) an event of default with respect to any other indebtedness for
borrowed money (other than non-recourse obligations) of the Company or any of
its Restricted Subsidiaries, in an aggregate principal amount exceeding
$10,000,000, if such event of default shall result in the acceleration of such
other indebtedness under the terms of the instrument under which such
indebtedness is issued or secured, so long as such acceleration is not cured,
waived, rescinded or annulled, or such indebtedness is not discharged, within
10 days after written notice thereof as provided in such Indenture; provided
that if any such acceleration shall cease or be cured, waived, rescinded or
annulled, then the Event of Default by reason thereof shall be deemed likewise
to have been thereupon cured. (Senior and Subordinated Debt Indentures,
Section 5.1)
The Senior Debt Indenture and the Subordinated Debt Indenture both
provide that,
(a) if an Event of Default occurs and is continuing (i) due to the
default in payment of principal of, premium, if any, or interest on, any series
of Debt Securities issued under such Indenture or (ii) due to the default in
the performance or breach of any other covenant or agreement of the Company
applicable to the Debt Securities of such series but not applicable to all
outstanding Debt Securities issued under such Indenture, either the Indenture
Trustee or the holders of not less than 25% in principal amount of the Debt
Securities of each affected series (treated as one class) issued under such
Indenture and then outstanding may then declare the principal of all Debt
Securities of each such affected series and interest accrued thereon to be due
and payable immediately; and
(b) if any Event of Default due to a default in the performance of any
of the covenants or agreements in such Indenture applicable to all outstanding
Debt Securities issued thereunder and then outstanding shall have occurred and
be continuing, either the Indenture Trustee or the holders of not less than
25% in principal amount of all Debt Securities issued under such
13
<PAGE> 14
Indenture and then outstanding (treated as one class) may declare the
principal of all such Debt Securities and interest accrued thereon to be due
and payable immediately.
Upon certain conditions, however, such declarations may be annulled
and past defaults may be waived (except a continuing default in payment of
principal of, or premium, if any, or interest on such Debt Securities) by the
holders of a majority in principal amount of the Debt Securities of all such
affected series then outstanding. (Senior and Subordinated Debt Indentures,
Sections 5.1 and 5.10)
The Senior Debt Indenture and the Subordinated Debt Indenture both
contain a provision entitling the Indenture Trustee, subject to the duty of
the Indenture Trustee during the Event of Default to act with the required
standard of care, to be assured of reasonable indemnity or security by the
holders of Debt Securities issued under either such Indenture requesting the
Indenture Trustee to exercise any right or power under either such Indenture
before proceeding to exercise any such right or power at the request of such
holders. (Senior and Subordinated Debt Indentures, Section 6.2) Subject to
such provisions in each such Indenture for the indemnification of the
Indenture Trustee and certain other limitations, the holders of a majority in
aggregate principal amount of the outstanding Debt Securities of each affected
series (treated as one class) issued under such Indenture may direct the time,
method and place of conducting any proceedings for any remedy available to the
Indenture Trustee, or of exercising any trust or power conferred on the
Indenture Trustee. (Senior and Subordinated Debt Indentures, Section 5.9)
The Senior Debt Indenture and the Subordinated Debt Indenture both
provide that no holder of Debt Securities issued under such Indenture may
institute any action against the Company under either such Indenture (except
as set forth above and except for actions for payment of overdue principal,
premium, if any, or interest) unless
(i) such holder previously shall have given to the Indenture Trustee
written notice of default and continuance thereof;
(ii) the holders of not less than 25% in principal amount of the Debt
Securities of each affected series (treated as one class) issued under either
such Indenture and then outstanding shall have requested the Indenture Trustee
to institute such action and shall have offered the Indenture Trustee
reasonable indemnity;
(iii) the Indenture Trustee shall not have instituted such action
within 60 days of such request; and
(iv) the Indenture Trustee shall not have received direction
inconsistent with such written request by the holders of a majority in
aggregate principal amount of the Debt Securities of each affected series
(treated as one class) issued under either such Indenture and then outstanding.
(Senior and Subordinated Debt Indentures Sections 5.6 and 5.9)
The Senior Debt Indenture and the Subordinated Debt Indenture both
contain a covenant that the Company will file annually with the Indenture
Trustee a certificate of no default or a certificate specifying any default
that exists. (Senior and Subordinated Debt Indentures Section 3.4)
14
<PAGE> 15
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
If indicated in the applicable Prospectus Supplement, the Company can
discharge or defease its obligations under each Indenture as set forth below.
(Senior and Subordinated Debt Indentures Article 10 and Section 3.2)
Under terms satisfactory to the Indenture Trustee, the Company may
discharge certain obligations to holders of any series of Debt Securities
issued under either the Senior Debt Indenture or the Subordinated Debt
Indenture which have not already been delivered to the Indenture Trustee for
cancellation and which have either become due and payable or are by their
terms due and payable within one year (or scheduled for redemption within one
year) by irrevocably depositing with the Indenture Trustee cash or, in the
case of Debt Securities payable only in U.S. dollars, U.S. government
obligations, as trust funds in an amount certified to be sufficient to pay
when due, whether at maturity, upon redemption or otherwise, the principal of,
premium, if any, and interest on such Debt Securities.
If indicated in the applicable Prospectus Supplement, the Company may
elect either, (i) to defease and be discharged from any and all obligations
with respect to the Debt Securities of or within any series (except as
otherwise provided in the relevant Indenture) ("defeasance") or (ii) to
be released from its obligations with respect to certain covenants
applicable to the Debt Securities of or within any series ("covenant
defeasance"), upon the deposit with the relevant Indenture Trustee, in trust
for such purpose, of money and/or U.S. government obligations which, through
the payment of principal and interest in accordance with their terms, will
provide money in an amount sufficient, without reinvestment, to pay the
principal of and any premium or interest on such Debt Securities to maturity
or redemption, as the case may be, and any mandatory sinking fund or
analogous payments thereon.
As a condition to defeasance or covenant defeasance, the Company must
deliver to the Indenture Trustee an opinion of counsel to the effect that the
holders of such Debt Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts and
in the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such opinion of counsel,
in the case of defeasance under clause (i) above, must refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable
Federal income tax law occurring after the date of the relevant Indenture.
(Senior and Subordinated Debt Indentures Section 10.6)
The Company may exercise its defeasance option with respect to such
Debt Securities notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its defeasance option, payment of such Debt
Securities may not be accelerated because of an Event of Default. (Senior and
Subordinated Debt Indentures Section 10.4) If the Company exercises its
covenant defeasance option, payment of such Debt Securities may not be
accelerated by reason of a Default or an Event of Default with respect to the
covenants to which such covenant defeasance is applicable. If, however, such
acceleration were to occur by reason of another Event of Default, the
realizable value at the acceleration date of the money and government
obligations in the defeasance trust could be less than the principal and
interest then due on such Debt Securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value
which will vary depending upon interest rates and other factors.
15
<PAGE> 16
MODIFICATION OF THE INDENTURES
The Senior Debt Indenture and the Subordinated Debt Indenture both
provide that the Company and the Indenture Trustee may enter into supplemental
indentures without the consent of the holders of Debt Securities to:
(a) secure any Debt Securities;
(b) evidence the assumption by a successor corporation of the
obligations of the Company;
(c) add covenants for the protection of the holders of Debt Securities;
(d) cure any ambiguity or correct any inconsistency in such Indenture,
provided that such cure or correction does not adversely affect the holders of
such Debt Securities;
(e) establish the forms or terms of Debt Securities of any series; and
(f) evidence the acceptance of appointment by a successor trustee.
(Senior and Subordinated Debt Indentures Section 8.1)
The Senior Debt Indenture and the Subordinated Debt Indenture both also
contain provisions permitting the Company and the Indenture Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of Debt Securities of all series issued under such Indenture then
outstanding and affected (voting as one class), to add any provisions to, or
change in any manner or eliminate any of the provisions of, any Indenture or
modify in any manner the rights of the holders of the Debt Securities of each
series so affected; provided that the Company and the Indenture Trustee may
not, without the consent of the holder of each outstanding Debt Security
affected thereby, (a) extend the stated maturity of the principal of any Debt
Security or reduce the principal amount thereof or reduce the rate or extend
the time of payment of interest thereon or reduce any amount payable on
redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount), premium, if any,
or interest thereon is payable or reduce the amount of any original issue
discount Debt Security that is payable upon acceleration or provable in
bankruptcy or alter certain provisions of either such Indenture relating to
the Debt Securities issued thereunder not denominated in U.S. dollars or
impair the right to institute suit for the enforcement of any payment on any
Debt Security when due or (b) reduce the aforesaid percentage in aggregate
principal amount of Debt Securities of any series issued under either such
Indenture, the consent of the holders of which is required for any such
modification. (Senior and Subordinated Debt Indentures Section 8.2)
The Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding Subordinated Debt Securities without the
consent of each holder of Senior Indebtedness (as defined below) then
outstanding that would be adversely affected thereby. (Subordinated Debt
Indenture Section 8.6)
16
<PAGE> 17
SUBORDINATION UNDER THE SUBORDINATED DEBT INDENTURE
Payment of the principal of, premium, if any, and interest on Debt
Securities issued under the Subordinated Debt Indenture will be subordinate
and junior in right of payment, to the extent and in the manner set forth in
the Subordinated Debt Indenture, to all "Senior Indebtedness" of the Company.
The Subordinated Debt Indenture defines "Senior Indebtedness" as the principal
of and premium, if any, and interest on:
(a) all indebtedness of the Company, whether outstanding on the date
of the Subordinated Debt Indenture or thereafter created,
(i) for money borrowed by the Company,
(ii) for money borrowed by, or obligations of, others and
either assumed or guaranteed, directly or indirectly, by the Company,
(iii) in respect of letters of credit and acceptances issued
or made by banks, or
(iv) constituting purchase money indebtedness, or indebtedness
secured by property included in the property, plant and equipment accounts of
the Company at the time of the acquisition of such property by the Company, for
the payment of which the Company is directly liable, and
(b) all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any such indebtedness. As used
in clause (a)(iv) above, the term "purchase money indebtedness" means
indebtedness evidenced by a note, debenture, bond or other instrument
(whether or not secured by any lien or other security interest) issued or
assumed as all or a part of the consideration for the acquisition of property,
whether by purchase, merger, consolidation or otherwise, unless by its terms
such indebtedness is subordinate to other indebtedness of the Company.
Notwithstanding anything to the contrary in the Subordinated Debt
Indenture or the Subordinated Debt Securities, Senior Indebtedness shall not
include, (i) any indebtedness of the Company which, by its terms or the terms
of the instrument creating or evidencing it, is subordinate in right of
payment to or PARI PASSU with the Subordinated Debt Securities or (ii) any
indebtedness of the Company to a Subsidiary of the Company. (Subordinated Debt
Indenture Section 1.1) The Subordinated Debt Indenture does not contain any
limitation on the amount of Senior Indebtedness that can be incurred by the
Company.
In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or its property, or (b) that Subordinated Debt
Securities of any series are declared due and payable before their expressed
maturity because of the occurrence of an Event of Default pursuant to Section
5.1 of the Subordinated Debt Indenture (under circumstances other than as set
forth in clause (a) above), then the holders of all Senior Indebtedness shall
first be entitled to receive payment of the full amount due thereon in money
or money's worth, before the holders of any of such Subordinated Debt
Securities or coupons appertaining thereto are entitled to receive a payment
on account of the principal of, premium, if any, or interest on the
indebtedness evidenced by such Subordinated Debt Securities or of such
coupons appertaining thereto. In the event and during the continuation
17
<PAGE> 18
of any default in payment of any Senior Indebtedness or if any event of
default shall exist under any Senior Indebtedness, as event of default is
defined therein or in the agreement under which the same is outstanding, no
payment of the principal or interest on the Subordinated Debt Securities or
coupons shall be made. (Subordinated Debt Indenture, Article 13) If this
Prospectus is being delivered in connection with a series of Subordinated
Debt Securities, the accompanying Prospectus Supplement will set forth the
approximate amount of Senior Indebtedness outstanding as of the end of the
most recent fiscal quarter.
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and
construed in accordance with, the laws of the State of New York, except to the
extent the Trust Indenture Act shall be applicable. (Senior and Subordinated
Debt Indentures Section 11.8)
CONCERNING THE INDENTURE TRUSTEE
The Chase Manhattan Bank, an affiliate of the Indenture Trustee, is
one of a number of banks with which the Company and its subsidiaries maintain
ordinary banking relationships. The Company and The Chase Manhattan Bank are
parties to a Credit Agreement dated October 27, 1997, as amended, pursuant to
which various lenders agreed to make loans to the Company in an aggregate
principal amount not exceeding $300,000,000 at any one time outstanding to
refinance certain existing indebtedness, to finance the operations of the
Company and for other purposes. The Chase Manhattan Bank acts as
administrative agent for such lenders under the Credit Agreement. The net
proceeds from the sale of Debt Securities may be used to retire indebtedness
under the Credit Agreement with The Chase Manhattan Bank.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities directly or through agents,
underwriters or dealers.
Offers to purchase Debt Securities may be solicited by agents
designated by the Company from time to time. Any such agent, who may be
deemed to be an underwriter as that term is defined in the Securities Act,
involved in the offer or sale of the Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent set forth, in the Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment. The Company
may also sell Debt Securities to an agent as principal. Agents may be
entitled to, under agreements that may be entered into with the Company,
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, and may be customers of, engage in
transactions with or perform services for the Company and its subsidiaries in
the ordinary course of business.
If any underwriters are utilized in the sale of Debt Securities in
respect of which this Prospectus is delivered, the Company will enter into an
underwriting agreement with such underwriters and the names of the underwriters
and the terms of the transaction will be set forth in the Prospectus
Supplement, which will be used by the underwriters to make resales of the
Debt Securities in respect of which this Prospectus is delivered to the
public. Underwriters may offer and sell the Debt Securities at a fixed price
or prices, which may be changed, or from time to time
18
<PAGE> 19
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The underwriters may be
entitled, under the relevant underwriting agreement, to indemnification by
the Company against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions with or
perform services for the Company and its subsidiaries in the ordinary course
of business.
If a dealer is utilized in the sale of the Debt Securities in respect
of which this Prospectus is delivered, the Company will sell such Debt
Securities to the dealer, as principal. The dealer may then resell such Debt
Securities to the public at varying prices to be determined by such dealer at
the time of resale. Dealers may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act,
and may be customers of, engage in transactions with or perform services for
the Company and its subsidiaries in the ordinary course of business.
Debt Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, or
otherwise, by one or more firms ("marketing firms"), acting as principals
for their own accounts or as agents for the Company. Any remarketing firm
will be identified and the terms of its agreement, if any, with the Company
and its compensation will be described in the Prospectus Supplement.
Remarketing firms may be deemed to be underwriters in connection with the Debt
Securities remarketed thereby. Remarketing firms may be entitled under
agreements which may be entered into with the Company to indemnification by
the Company against certain liabilities, including liabilities under the
Securities Act, and may be customers of, engage in transactions with or
perform services for the Company and its subsidiaries in the ordinary course
of business.
If so indicated in the Prospectus Supplement, the Company will
authorize agents and underwriters or dealers to solicit offers by certain
purchasers to purchase Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject to only those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such offers.
LEGAL MATTERS
Unless otherwise indicated in the applicable Prospectus Supplement,
Vorys, Sater, Seymour and Pease LLP, counsel to the Company, will pass upon
the validity of the Debt Securities of the Company. As of January 8, 1999,
members of Vorys, Sater, Seymour and Pease LLP and attorneys employed thereby,
together with members of their immediate families, beneficially owned 32,573
common shares of the Company.
EXPERTS
The consolidated financial statements of Ohio Casualty Corporation and
its subsidiaries, included in the report on Form 10-K of the Company for the
year ended December 31, 1997 referred to above have been audited by
PricewaterhouseCoopers LLP, independent accountants, as set forth in their
report dated January 30, 1998, except as to the information presented in
Note 16, for which the date is February 19, 1998, accompanying such financial
statements, and are
19
<PAGE> 20
incorporated herein by reference in reliance upon the report of such firm,
which report is given upon their authority as experts in accounting and
auditing.
Any financial statements and schedules hereafter incorporated by
reference in the registration statement of which this prospectus is a part
that have been audited and are the subject of a report by independent
accountants will be so incorporated by reference in reliance upon such reports
and upon the authority of such firms as experts in accounting and auditing to
the extent covered by consents filed with the Commission.
ERISA MATTERS
THE COMPANY AND CERTAIN AFFILIATES OF THE COMPANY MAY EACH BE
CONSIDERED A "PARTY IN INTEREST" WITHIN THE MEANING OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A "DISQUALIFIED PERSON"
WITHIN THE MEANING OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") WITH RESPECT TO CERTAIN EMPLOYEE BENEFIT PLANS. PROHIBITED
TRANSACTIONS WITHIN THE MEANING OF ERISA OR THE CODE MAY ARISE, FOR EXAMPLE,
IF THE DEPT SECURITIES ARE ACQUIRED BY A PENSION OR OTHER EMPLOYEE BENEFIT
PLAN WITH RESPECT TO WHICH THE COMPANY OR ANY OF ITS AFFILIATES IS A SERVICE
PROVIDER (OR OTHERWISE IS A "PARTY IN INTEREST" OR A "DISQUALIFIED PERSON"),
UNLESS SUCH DEBT SECURITIES ARE ACQUIRED PURSUANT TO AN EXEMPTION FOR
TRANSACTIONS EFFECTED ON BEHALF OF SUCH PLAN BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER" OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION. ANY SUCH PENSION
OR EMPLOYEE BENEFIT PLAN PROPOSING TO INVEST IN THE DEBT SECURITIES SHOULD
CONSULT WITH ITS LEGAL COUNSEL.
20
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are
estimates, except the Commission registration fee.
Commission registration fee....................................... $ 83,400
Printing and engraving............................................ 20,000
Legal fees and expenses........................................... 40,000
Fees of accountants............................................... 50,000
Fees of trustees.................................................. 6,000
Rating agency fees................................................ 200,000
Miscellaneous..................................................... 25,000
-------
Total...................................................... $424,400
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Division (E) of Section 1701.13 of the Ohio Revised Code and Article V
of the Company's Code of Regulations relate to indemnification of the Company's
directors and officers against liabilities arising in connection with the
performance of their respective duties.
Division (E) of Section 1701.13 of the Ohio Revised Code 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, 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, 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
II-1
<PAGE> 22
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, 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:
II-2
<PAGE> 23
(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;
(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
an 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
II-3
<PAGE> 24
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.
(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 the 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.
II-4
<PAGE> 25
Article V of the Company's Code of Regulations provides as follows:
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
II-5
<PAGE> 26
the corporation unless and only 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 or 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
II-6
<PAGE> 27
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 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 indemnity
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 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, 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 deemed 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
II-7
<PAGE> 28
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:
(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 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 involves 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.
The Company has in force and effect a policy insuring the directors
and officers of the Company against losses which they or any of them shall
become legally obligated to pay for any reason of any actual or alleged
error or misstatement or misleading statement or act or omission or neglect
or breach of duty by the directors and officers in the discharge of their
duties,
II-8
<PAGE> 29
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers, such coverage being limited by
the specific terms and provisions of the insurance policy.
ITEM 16. EXHIBITS.
Exhibit
-------
1.1+ Form of Underwriting Agreement.
4.1 Articles of Incorporation, as amended (incorporated by reference
to Exhibits 4(a), 4(b), 4(c), 4(d) and 4(e) of the Company's
Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on December 15, 1998).
4.2 Code of Regulations, as amended (incorporated by reference to
Exhibit 4(f) of the Company's Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on December 15, 1998).
4.3 Form of Senior Indenture to be entered into between the Company
and the Indenture Trustee.
4.4 Form of Supplemental Indenture to Senior Indenture providing for
the issuance of senior notes.
4.5 Form of Senior Debt Security (included in Exhibit 4.4).
4.6 Form of Subordinated Indenture to be entered into between the
Company and the Indenture Trustee.
4.7+ Form of Supplemental Indenture to Subordinated Indenture providing
for the issuance of subordinated notes.
4.8+ Form of Subordinated Debt Security (included in Exhibit 4.7).
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP.
8.1+ Opinion of Vorys, Sater, Seymour and Pease LLP regarding tax
matters.
12.1 Statement re: Computation of consolidated ratio of earnings to
fixed charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in
Exhibit 5.1).
24.1 Powers of Attorney for the Company.
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of the Indenture Trustee, under the Senior Indenture.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of the Indenture Trustee, under the Subordinate
Indenture.
II-9
<PAGE> 30
99.1 Credit Agreement by and between the Company, various lenders and
The Chase Manhattan Bank (as administrative agent for the lenders),
dated as of October 27, 1997 (incorporated by reference to Exhibit
10c of Quarterly Report on Form 10-Q, as filed with the Securities
and Exchange Commission on November 14, 1997).
99.2 Amendment to Credit Agreement by and between the Company, various
lenders and The Chase Manhattan Bank (as administrative agent for
the lenders), dated as of August 11, 1998.
+To be filed under subsequent Form 8-K.
ITEM 17. 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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.
II-10
<PAGE> 31
(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 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.
(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 where applicable, each filing of an
employee benefit 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.
(h) 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 15, 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of 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.
(i) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new retistration 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.
II-11
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ohio
Casualty Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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 January
19, 1999
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 and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Lauren N. Patch President and Chief
- ------------------------- Executive Officer,
Lauren N. Patch Director January 19, 1999
*/s/ Joseph L. Marcum Chairman of the Board,
- ------------------------- Director January 19, 1999
Joseph L. Marcum
*/s/ William L. Woodall Vice Chairman of the
- -------------------------- Board, Director January 19, 1999
William L. Woodall
*/s/ Barry S. Porter Chief Financial Officer
- -------------------------- and Treasurer January 19, 1999
Barry S. Porter
*/s/ Arthur J. Bennert Director
- -------------------------- January 19, 1999
Arthur J. Bennert
*/s/ Jack E. Brown Director
- -------------------------- January 19, 1999
Jack E. Brown
*/s/ Catherine E. Dolan Director
- -------------------------- January 19, 1999
Catherine E. Dolan
*/s/ Wayne R. Embry Director
- -------------------------- January 19, 1999
Wayne R. Embry
<PAGE> 33
*/s/ Vaden Fitton Director
- -------------------------- January 19, 1999
Vaden Fitton
*/s/ Jeffery D. Lowe Director
- -------------------------- January 19, 1999
Jeffery D. Lowe
*/s/ Stephen S. Marcum Director
- -------------------------- January 19, 1999
Stephen S. Marcum
*/s/ Stanley N. Pontius Director
- -------------------------- January 19, 1999
Stanley N. Pontius
*/s/ Howard L. Sloneker III Director January 19, 1999
- ---------------------------
Howard L. Sloneker III
*Pursuant to Power of Attorney
<PAGE> 34
EXHIBIT INDEX
Exhibit
- -------
1.1+ Form of Underwriting Agreement.
4.1 Articles of Incorporation, as amended (incorporated by reference
to Exhibits 4(a), 4(b), 4(c), 4(d) and 4(e) of the Current Report on
Form 8-K of Ohio Casualty Corporation (the "Company"), as filed with
the Securities and Exchange Commission on December 15, 1998).
4.2 Code of Regulations, as amended (incorporated by reference to
Exhibit 4(f) of the Company's Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on December 15, 1998).
4.3 Form of Senior Indenture to be entered into between the Company and
Chase Manhattan Trust Company, National Association (the "Indenture
Trustee").
4.4 Form of Supplemental Indenture to Senior Indenture providing for the
issuance of senior notes.
4.5 Form of Senior Debt Security (included in Exhibit 4.4).
4.6 Form of Subordinated Indenture to be entered into between the Company
and the Indenture Trustee.
4.7+ Form of Supplemental Indenture to Subordinated Indenture providing
for the issuance of subordinated notes.
4.8+ Form of Subordinated Debt Security (included in Exhibit 4.7).
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP.
8.1+ Opinion of Vorys, Sater, Seymour and Pease LLP regarding tax matters.
12.1 Statement re: Computation of consolidated ratio of earnings to
fixed charges.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit
5.1).
24.1 Powers of Attorney for the Company.
25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of the Indenture Trustee, under the Senior Indenture.
25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of the Indenture Trustee, under the Subordinated Indenture.
<PAGE> 35
99.1 Credit Agreement by and between the Company, various lenders and The
Chase Manhattan Bank (as administrative agent for the lenders),
dated as of October 27, 1997 (incorporated by reference to Exhibit
10c of Quarterly Report on Form 10-Q, as filed with the Securities
and Exchange Commission on November 14, 1997).
99.2 Amendment to Credit Agreement by and between the Company, various
lenders and The Chase Manhattan Bank (as administrative agent for the
lenders), dated as of August 11, 1998.
+To be filed under subsequent Form 8-K.
