<PAGE>
As filed with the Securities and Exchange Commission on September 20, 1999
Registration No. 333-
---------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------
OHIO CASUALTY CORPORATION
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0783294
- --------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
136 North Third Street, Hamilton, Ohio 45025
- ----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Ohio Casualty Corporation
1999 Broad-Based
Employee Stock Option Plan
--------------------------
(Full title of the plan)
Barry S. Porter
Treasurer
Ohio Casualty Corporation
136 North Third Street
Hamilton, Ohio 45025
---------------------------------------
(Name and address of agent for service)
(513) 867-3000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
---------------------------
Index to Exhibits at pages 15-16.
<PAGE>
[Continuation of Facing Page]
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
Calculation of Registration Fee
- ------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit (1) price (1) fee
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
$.125 Par Value(2) 1,500,000 $17.625 $26,437,500 $7,350.00
- ---------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457 (c) and (h) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of
$17.625 per share, which price is the average of the high and low sales prices
of the Common Shares as reported on the NASDAQ National Market on
September 17, 1999.
(2) This Registration Statement also covers related Common Share Purchase
Rights (the "Rights") which evidence the right to purchase, under certain
conditions, one Common Share, $.125 par value. Registrant is required to
deliver one-half of one Right with each Common Share that becomes outstanding
until the "distribution date" for the Rights, at which date the Rights will
commence trading separately from the Common Shares.
2
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- --------------------------------------------------
The Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 of Ohio Casualty Corporation (the "Registrant") and all
other reports filed with the Securities and Exchange Commission (the
"Commission") pursuant to the requirements of Section 13 (a) or Section
15 (d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since that date are hereby incorporated by reference.
The description of the Registrant's Common Shares contained
in the Registrant's Current Report on Form 8-K filed with the Commission on
December 15, 1998, and the description of the Common Share Purchase Rights
of the Registrant contained in the Registrant's Form 8-A/A Amendment No. 4
filed with the Commission on July 2, 1999 or contained in any subsequent
amendment or report filed for the purpose of updating such descriptions,
are hereby incorporated by reference.
Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be
filed with the Commission pursuant to Section 13, 14 or 15 (d) of the Exchange
Act subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Compensation Committee of
the Board of Directors of the Registrant on executive compensation and no
performance graph included in any proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.
Item 4. Description of Securities.
- ------------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
- -------------------------------------------------
The validity of the Common Shares offered hereby will be
passed upon for the Registrant by Vorys, Sater, Seymour and Pease LLP, 52
East Gay Street, P.O. Box 1008, Columbus, Ohio 43216-1008. As of September
14, 1999, members of Vorys, Sater, Seymour and Pease LLP and attorneys
employed thereby, together with members of their immediate families, owned an
aggregate of 63,895 Common Shares of the Registrant.
3
<PAGE>
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Article V of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant. Article V
provides:
Section 1. Mandatory Indemnification. The corporation shall
indemnify (A) any officer or director of the corporation and (B) any person
(including an officer or director of the corporation) who has served or is
serving at the request of the corporation as a director, trustee or officer of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation) by reason of the fact that
he is or was a director, trustee, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust, or other enterprise, against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful. A person claiming indemnification under this Section 1
shall be presumed in respect of any act or omission giving rise to such claim
for indemnification, to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal matter, to have had no reasonable cause to
believe his conduct was unlawful, and the termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, rebut such
presumption.
Section 2. Court-Approved Indemnification. Anything
contained in the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify (i) any officer or
director of the corporation, or (ii) any person (including an officer or
director of the corporation) who has served or is serving at the request of
the corporation as a director, trustee or officer of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise who was a party to any completed action or suit
instituted by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, in respect of any claim, issue or
matter asserted in
4
<PAGE>
such action or suit as to which he shall have been adjudged to be liable
for gross negligence or misconduct (other than negligence) in the
performance of his duty to the corporation unless and only 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
cots) actually and reasonably incurred by him in connection therewith.
Section 4. Determination Required. Any indemnification
required under Section 1 and not precluded under Section 2 shall be made by
the corporation only upon a determination that such indemnification is proper
in the circumstances because the person has met the applicable standard of
conduct set forth in Section 1. Such determination may be made only (A) by a
majority vote of a quorum consisting of directors of the corporation who were
not and are not parties to, or threatened with, any such action, suit or
proceeding or (B) if such a quorum is not obtainable or if a majority of a
quorum of disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services
for the corporation, or any person to be indemnified, within the past five
years or (C) by the shareholders or (D) by the Court of Common Pleas of Butler
County, Ohio or (if the corporation is a party thereto) the court in which
such action, suit or proceeding was brought, if any; any such determination
may be made by a court under subparagraph (D) of this Section at any time
(including, without limitation, any time before, during or after the time when
any such determination may be requested of, be under consideration by or have
been denied or disregarded by the disinterested directors under subparagraph
(A) or by independent legal counsel under subparagraph (B) or by the
shareholders under subparagraph (C) of this Section); and no failure for any
reason to make any such determination, and no decision for any reason to deny
any such determination, by the disinterested directors under subparagraph (A)
or by independent legal counsel under subparagraph (B) or by shareholders
under subparagraph (C) of this Section shall be evidence in rebuttal of the
presumption recited in Section 1. Any determination made by the disinterested
directors under subparagraph (A) of this
5
<PAGE>
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 exclusive of any other rights to which
any person seeking indemnification may be entitled under the Articles or the
Regulations or any agreement, vote of shareholders of the corporation or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or director of
the corporation and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
Section 7. Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, trustee,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, or agent
of another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the
obligation or the power to indemnify him against such liability under the
provisions of this Article V.
6
<PAGE>
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 the lack of
merit of the claims made against him or otherwise results in a vindication of
him); and
(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and references
to "serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties
on, or involved services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be
in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the
best interest of the corporation" within the meaning of that term as used in
this Article V.
Section 9. Venue. Any action, suit or proceeding to
determine a claim for indemnification under this Article V may be maintained
by the person claiming such indemnification, or by the corporation, in the
Court of Common Pleas of Butler County, Ohio. The corporation and (by
claiming such indemnification) each such person consent to the exercise of
jurisdiction over its or his person by the Court of Common Pleas of Butler
County, Ohio in any such action, suit or proceeding.
Division (E) of Section 1701.13 of the Ohio Revised Code
addresses indemnification by an Ohio corporation and provides as follows:
(E) (1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee, member, manager or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another 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,
7
<PAGE>
with respect to any criminal action or proceeding, if he had no
reasonable cause to believe his conduct was unlawful. The termination of
any action, suit, or proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, 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:
8
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(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 corporation as they are incurred, in advance of
the final disposition of the action, suit, or
9
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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, references to
"corporation" includes all constituent entities in a consolidation or merger
and the new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such a
constituent entity or is or was serving at the request of such constituent
entity, as a director, trustee, officer, employee, member, manager, or agent
of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, shall stand in same position under this section with respect to
the new or surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might
be incurred by them in such capacity.
10
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Item 7. Exemption from Registration Claimed.
- --------------------------------------------
Not Applicable.
Item 8. Exhibits.
- -----------------
See the Index to Exhibits attached hereto at pages 15-16.
Item 9. Undertakings.
- ---------------------
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10 (a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs A (1) (i) and A (1) (ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15 (d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effect 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.
11
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(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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Part II , or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hamilton, State of Ohio, on the
20th day of September, 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
13
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Lauren N. Patch
- --------------------------
Lauren N. Patch President and Chief Executive Officer; September 20, 1999
Director
* /s/William L. Woodall
- --------------------------
William L. Woodall Vice Chairman of the Board September 20, 1999
* /s/Barry S. Porter
- --------------------------
Barry S. Porter Chief Financial Officer and Treasurer September 20, 1999
* /s/Howard L. Sloneker III
- --------------------------
Howard L. Sloneker III Sr. Vice President and Secretary; September 20, 1999
Director
* /s/Arthur J. Bennert
- --------------------------
Arthur J. Bennert Director September 20, 1999
* /s/Terrence J. Baehr
- --------------------------
Terrence J. Baehr Director September 20, 1999
* /s/Jack E. Brown
- --------------------------
Jack E. Brown Director September 20, 1999
* /s/Wayne R. Embry
- --------------------------
Wayne R. Embry Director September 20, 1999
* /s/Vaden Fitton
- --------------------------
Vaden Fitton Director September 20, 1999
* /s/Stephen S. Marcum
- --------------------------
Stephen S. Marcum Director September 20, 1999
</TABLE>
* Pursuant to Power of Attorney
/s/Lauren N. Patch
- ---------------------------
Lauren N. Patch
(Attorney-in-Fact)
14
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
4 (a) Certificate of Amended Incorporated by
Articles of Incorporation of reference to Exhibit
Ohio Casualty Corporation 4(a) of the Registrant's
(the "Registrant") as filed Current Report on Form
with the Ohio Secretary of 8-K filed with the
State on May 25, 1983 Securities and
Exchange Commission
on December 15, 1998
4 (b) Certificate of Amendments Incorporated by
to the Articles of reference to Exhibit
Incorporation of the 4(b) of the Registrant's
Registrant as filed with the Current Report on Form
Ohio Secretary of State on 8-K filed with the
November 21, 1996 Securities and
Exchange Commission on
December 15, 1998
4 (c) Certificate of Amendment Incorporated by
to Amended Articles of reference to Exhibit
Incorporation of the 4(c) of the Registrant's
Registrant as filed with the Current Report on Form
Ohio Secretary of State on 8-K filed with the
April 29, 1992 Securities and
Exchange Commission on
December 15, 1998
4 (d) Certificate of Amendment Incorporated by
to Amended Articles of reference to Exhibit
Incorporation of the 4(d) of the Registrant's
Registrant as filed with the Current Report on Form
Oho Secretary of State on 8-K filed with the
April 30, 1996 Securities and
Exchange Commission on
December 15, 1998
4 (e) Amended Articles of Incorporated by
Incorporation of the reference to Exhibit
Registrant (reflecting 4(e) of the Registrant's
amendments through April Current Report on Form
30, 1996) [for SEC 8-K filed with the
reporting compliance Securities and
purposes only not filed with Exchange Commission on
Ohio Secretary of State] December 15, 1998
</TABLE>
15
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Location
- ----------- ----------- --------
<S> <C> <C>
4 (f) Code of Regulations of the Incorporated by
Registrant reference to Exhibit
4(f) of the Registrant's
Current Report on Form
8-K filed with the
Securities and Exchange
Commission on
December 15, 1998
4 (g) Amended and Restated Rights Incorporated by
Agreement, dated as of reference to the
February 19, 1998 between Registrant's Form 8-A/A
Ohio Casualty Corporation Amendment No. 3 dated
and First Chicago Trust February 19, 1998 and
Company of New York as filed with the
Rights Agent Securities and Exchange
Commission on March 5,
1998
4 (h) Certificate of Adjustment Incorporated by
by Ohio Casualty Corporation reference to Exhibit 9
dated as of July 1, 1999 of the Registrant's
Form 8-A/A Amendment
No. 4 dated July 1,
1999 and filed with the
Securities and Exchange
Commission on July 2,
1999
5 Opinion of Vorys, Sater, Filed herewith
Seymour and Pease LLP as to
legality
23 (a) Consent of Filed herewith
PricewaterhouseCoopers LLP
23 (b) Consent of Vorys, Sater, Filed as part of
Seymour and Pease LLP Exhibit 5
24 Powers of Attorney Filed herewith
</TABLE>
16
<PAGE>
[Letterhead of Vorys, Sater, Seymour and Pease LLP]
Exhibit 5
---------
September 20, 1999
Board of Directors
Ohio Casualty Corporation
136 North Third Street
Hamilton, OH 45025
Dear Members of the Board of Directors:
We are familiar with the proceedings taken and proposed to be taken by
Ohio Casualty Corporation, an Ohio corporation (the "Company"), in connection
with the institution of the Ohio Casualty Corporation 1999 Broad-Based
Employee Stock Option Plan (the "1999 Plan"), the granting of options to
purchase common shares, $0.125 par value (the "Common Shares"), of the Company
pursuant to the 1999 Plan; and the issuance and sale of Common Shares of the
Company upon the exercise of options granted and to be granted under the 1999
Plan, as described in the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on the date hereof. The purpose of the Registration Statement is
to register 1,500,000 Common Shares reserved for issuance under the 1999 Plan
pursuant to the provisions of the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.
In connection with this opinion, we have examined an original or copy
of, and have relied upon the accuracy of, without independent verification or
investigation: (a) the Registration Statement; (b) the 1999 Plan; (c) the
Company's Amended Articles of Incorporation, as amended; (d) the Company's
Code of Regulations, as amended; and (e) certain proceedings of the directors
of the Company. We have also relied upon such representations of the Company
and officers of the Company and such authorities of law as we have deemed
relevant as a basis for this opinion.
We have relied solely upon the examinations and inquiries recited
herein, and we have not undertaken any independent investigation to determine
the existence or absence of any facts, and no inference as to our knowledge
concerning such facts should be drawn.
Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that after the 1,500,000 Common Shares of the Company to be registered under
the Registration Statement have been issued and delivered by the Company, upon
the exercise of options granted under the 1999 Plan against payment of the
purchase price therefor, in accordance with the terms of the 1999 Plan, said
Common Shares will be validly issued, fully paid and non-assessable, assuming
compliance with applicable federal and state securities laws.
<PAGE>
Board of Directors
Ohio Casualty Corporation
September 20, 1999
Page 2
Our opinion is limited to the General Corporation Law of Ohio in
effect as of the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the 1999 Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person
or assigned, quoted or otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
therein. By giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations promulgated
thereunder.
Very truly yours,
/s/VORYS, SATER, SEYMOUR AND PEASE LLP
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent ot the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 4, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders
of Ohio Casualty Corporation, which is incorporated by reference in Ohio
Casualty Corporation's Annual Report on Form 10-K for the year ended December
31, 1998. We also consent to the incorporation by reference of our report
dated February 4, 1999 relating to the financial statement schedules, which
appears in such Annual Report on Form 10-K.
/s/PRICEWATERHOUSECOOPERS LLP
Cincinnati, Ohio
September 20, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Lauren N. Patch
------------------------------
Lauren N. Patch
President and CEO; Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Barry S. Porter
---------------------------------
Barry S. Porter
CFO and Treasurer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/William L. Woodall
-------------------------------
William L. Woodall
Vice Chairman of the Board
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Howard L. Sloneker III
----------------------------------
Howard L. Sloneker III
Sr. Vice President and Secretary;
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Arthur J. Bennert
-------------------------------
Arthur J. Bennert
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Terrence J. Baehr
-------------------------------
Terrence J. Baehr
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Vaden Fitton
------------------------------
Vaden Fitton
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Stephen S. Marcum
-------------------------------
Stephen S. Marcum
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Jack E. Brown
------------------------------
Jack E. Brown
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lauren N. Patch and Barry S. Porter,
and each of them, as his/her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him/her and in his/her
name, place and stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related thereto, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and The Nasdaq Stock
Market, granting unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he/she might or could do in
person, hereby ratifying and confirming all things that each of said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the 20th
day of September, 1999.
By: /s/Wayne R. Embry
-------------------------------
Wayne R. Embry
Director
