SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-A/A
AMENDMENT NO. 4
Amending Form 8-A Filed December 19, 1989, as amended by
Form 8 Filed November 7, 1990
Form 8-A/A Filed April 6, 1994 and
Form 8-A/A Filed March 5, 1998
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OHIO CASUALTY CORPORATION
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0783294
- --------------------------------------- ----------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
136 North Third Street, Hamilton, Ohio 45025
- ---------------------------------------- ------------
(Address of principal executive offices) (ZIP Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class registered each class is registered
- ------------------------------ -------------------------
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
---------------------------------
(Title of Class)
Page 1 of 12 Pages
<PAGE>
This Form 8-A/A amends and supplements the Form 8-A filed by
Ohio Casualty Corporation (the "Company") with the Securities and Exchange
Commission ("SEC") on December 19, 1989, as previously amended by the Form 8
filed with the SEC on November 7, 1990, the Form 8-A/A filed with the SEC on
April 6, 1994, and the Form 8-A/A filed with the SEC on March 5, 1998 with
respect to Common Share Purchase Rights (the "Form 8-A").
Item 1. Description of Securities to be Registered.
-------------------------------------------
Item 1 of the Form 8-A is amended by substituting the
following:
On December 15, 1989, the Board of Directors of Ohio Casualty
Corporation (the "Company") declared a dividend distribution of one Right for
each outstanding common share, par value twelve and one-half cents ($0.125)
per share (the "Common Stock"), of the Company to shareholders of record at
the close of business on December 29, 1989. The Rights were issued upon the
terms and subject to the conditions set forth in a Rights Agreement, dated as
of December 15, 1989, as amended (the "Prior Rights Agreement").
On February 19, 1998, the Board of Directors of the Company
adopted amendments to the Prior Rights Agreement (the "Amendments"), which are
incorporated in an Amended and Restated Rights Agreement (the "Rights
Agreement"), dated as of February 19, 1998, between the Company and First
Chicago Trust Company of New York, as Rights Agent, which supersedes the Prior
Rights Agreement. A copy of the Rights Agreement is included as an exhibit
hereto and is incorporated herein by reference.
As of the date hereof (July 1, 1999), there is associated with
each outstanding share of Common Stock one-half of one Right. Each whole
Right, when exercisable, entitles the registered holder to purchase from the
Company one share of Common Stock at a price of Two Hundred Fifty Dollars
($250.00) per share, subject to adjustment. The Company has declared a share
dividend (the "Stock Split") on the basis of one additional share of Common
Stock for every share issued. The Stock Split will be distributed on or
about July 22, 1999, to holders of record of the Common Stock on July 1, 1999.
In accordance with the Rights Agreement and in connection with the Stock
Split, effective on the date of the distribution of the Stock Split, the
Rights will be automatically adjusted so that each outstanding share of
Common Stock (including shares issued pursuant to the Stock Split) will be
accompanied by one-half of
Page 2 of 12 Pages
<PAGE>
one Right to purchase one share of Common Stock at an adjusted purchase price
of One Hundred Twenty Five Dollars ($125.00) per share.
The following is a summary of the terms of the Rights as set
forth in the Rights Agreement:
The Rights (or fractional Rights) are attached to all Common
Stock certificates representing outstanding shares, and no separate Right
certificates have been distributed. Until the earlier to occur of (i) the
close of business on the tenth business day after the first date of a public
announcement (the "Stock Acquisition Date") that, without the prior approval
of the Company's Board of Directors, a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Common Stock of the Company or (ii) the close of business on the tenth
business day (or such later date and time as may be determined by action of
the Board of Directors prior to such time as any Person becomes an Acquiring
Person) after the commencement of (or a public announcement of an intention to
make) a tender offer or exchange offer which would result in any person or
group of related persons becoming an Acquiring Person (the earlier of (i) and
(ii) above being called the "Distribution Date"), the Rights will be evidenced
by the Common Stock certificates and not by separate Right certificates.
The following persons are excluded from the definition of
Acquiring Person: the Company or any subsidiary of the Company, any employee
benefit plan of the Company or any subsidiary or any entity holding shares of
Common Stock organized, appointed or established by the Company or a
subsidiary for or pursuant to any such plan, and Joseph L. Marcum and any
Affiliate or Associate of Joseph L. Marcum. No person shall become an
Acquiring Person as the result of an acquisition of Common Stock by the
Company or as a result of having received Common Stock through a gift,
bequest, inheritance or by operation of law upon the death of an individual;
provided, however, that if a Person becomes the beneficial owner of 20% or
more of the shares of Common Stock of the Company by reason of shares
purchased by the Company or any such gift, bequest or inheritance and, after
such time, becomes the beneficial owner of additional shares while such Person
is a beneficial owner of 20% or more of the shares of Common Stock then
outstanding, then such person will be deemed to be an Acquiring Person (unless
such acquisition has been approved by the Board of Directors). The Rights
Agreement provides that,
Page 3 of 12 Pages
<PAGE>
in the event a person shall become an Acquiring Person inadvertently, and such
person divests as promptly as practicable a sufficient number of shares so
that such person would no longer be an Acquiring Person, then such person
shall not be deemed an Acquiring Person. The Rights Plan also provides that
neither First Financial Bancorp., Hamilton, Ohio, nor any officer, director,
employee, Affiliate or Associate of First National Bancorp. or of any
Affiliate of First National Bancorp. shall be deemed a beneficial owner of
Common Stock which is held by First Financial Bancorp. or any of its
Affiliates in a fiduciary or custodial capacity, other than shares as to which
any such excluded person has an actual ownership interest.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with Common Stock
certificates. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Stock certificates issued upon transfer
or new issuance of the Common Stock will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption or expiration of the Rights), the surrender for transfer of any
certificates for Common Stock (with or without a Summary of Rights attached)
will also constitute the transfer of the Rights (or fractional Rights)
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Stock as of the Distribution Date, and the separate Rights Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on the earlier of (i) December 15, 2009, or (ii) the
date of redemption by the Company as described below.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment from time to time (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for Common Stock, certain convertible securities or
securities having the same or more favorable rights, privileges and
preferences as the Common Stock at less than the current market price of the
Common Stock or (iii) upon the distribution to holders of the Common Stock of
evidences of
Page 4 of 12 Pages
<PAGE>
indebtedness or assets (excluding regular quarterly cash dividends out of
earnings or retained earnings and dividends payable in Common Stock) or of
subscription rights or warrants (other than those referred to above). In
addition to or in lieu of any such adjustments, the Board of Directors has the
authority to make such adjustments to the exercise price of the Rights, the
number of shares of Common Stock eligible for purchase on exercise of each
Right or the number of Rights outstanding as it deems appropriate in the
circumstances and not inconsistent with the objectives of the Board in
adopting the Rights Agreement.
In the event that, following the Stock Acquisition Date, the
Company is involved in a merger or consolidation (other than a merger or
consolidation which would result in all of the voting power represented by the
securities of the Company outstanding prior thereto continuing to represent
all of the voting power of the surviving company and the holders of such
securities not having changed as a result thereof), or 50% or more of the
assets or earning power of the Company and its subsidiaries are sold (in one
transaction or a series of transactions), proper provision shall be made so
that each holder of a whole Right shall thereafter have the right to receive
(unless the Rights have been redeemed as described below) upon the exercise
thereof at the then-current exercise price of the whole Right, that number of
shares of common stock of the acquiring company (or, in the event there is
more than one acquiring company, the acquiring company receiving the greatest
portion of the assets or earning power transferred) which at the time of such
transaction would have a market value of two times the exercise price of the
Right (such right being called the "Merger Right").
In the event that a person becomes an Acquiring Person, proper
provision shall be made so that each holder of a whole Right will, for a 60-
day period commencing on the eleventh business day after the Stock Acquisition
Date (or for a period of 60 days following the effective date of the relevant
registration statement), have the right to receive (unless the Rights have
been redeemed as described below) upon exercise thereof at the then-current
exercise price of the Right that number of shares of Common Stock of the
Company having a market value of two times the exercise price of the Right, to
the extent sufficient shares are legally available therefor, and then (after
all legally available shares of Common Stock have been issued) a common stock
equivalent (such as preferred stock, if then authorized and legally available
therefor, or another equity security with at
Page 5 of 12 Pages
<PAGE>
least the same economic value as the common), having a market value of two
times the exercise price of the Right, with Common Stock to the extent
available being issued first (such right being called the "Subscription
Right"). If the Company is unable to cause sufficient shares of Common Stock
and/or common stock equivalents to be available for issuance upon exercise of
the Rights, each Right shall thereafter represent the right to receive an
adjusted number of shares of Common Stock and/or common stock equivalents at
an adjusted purchase price, such adjustments to be made in accordance with the
Rights Agreement. The holder of a Right will continue to have the Merger
Right whether or not such holder exercises the Subscription Right.
Upon the occurrence of any of the events giving rise to the
exercisability of the Subscription Right or the Merger Right, any Rights
(including fractional Rights) that are or were beneficially owned by an
Acquiring Person on or after the earlier of the Distribution Date or the Stock
Acquisition Date shall become void insofar as they relate to the Subscription
Right or the Merger Right and any holder of such Rights will have no right to
exercise such Rights insofar as they relate to the Subscription Right or the
Merger Right.
With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments require an adjustment of at
least 1% in such Purchase Price. No fractions of shares will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price
of the Common Stock on the last trading date prior to the date of exercise.
At any time prior to the earlier to occur of (i) the close of
business on the tenth business day after the Stock Acquisition Date or (ii)
the close of business on the date of expiration of the Rights, the Company may
redeem the Rights in whole, but not in part, at a price of $0.0050 per whole
Right (the "Redemption Price"), which redemption shall be effective upon the
action of the Board of Directors of the Company. Additionally, the Company
may thereafter redeem the then-outstanding Rights in whole, but not in part,
at the Redemption Price following an event giving rise to, and the expiration
of the exercise period for, the Subscription Right if and for as long as no
person beneficially owns 20% or more of the outstanding shares of Common Stock
of the Company. Upon the effective date of the redemption of the Rights, the
right to exercise the Rights will terminate and the only right of the holders
of Rights will be to receive the Redemption Price.
Page 6 of 12 Pages
<PAGE>
The terms of the Rights may be amended by the Company and the
Rights Agent without the consent of the holders of the Rights, including an
amendment to lower the threshold for exercisability of the Rights from 20% to
not less than the greater of (i) any percentage greater than the largest
percentage of the outstanding shares of Common Stock then known to the Company
to be beneficially owned by any person or group of affiliated or associated
persons and (ii) 10%, except that from and after the Distribution Date, no
such amendment may adversely affect the interests of the holders of the
Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission (the "Commission") as an Exhibit to a
Current Report on Form 8-K. A copy of the Rights Agreement is available free
of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is incorporated herein by reference.
Page 7 of 12 Pages
<PAGE>
Item 2. Exhibits.
---------
Item 2 is hereby amended in its entirety as follows:
Exhibit No. Description Page No.
- ----------- ----------- ---------
1, 2 Rights Agreement dated as of Filed as Exhibit to
December 15, 1989, between the Ohio Casualty
Ohio Casualty Corporation Corporation Form 8-A
and Mellon Bank, N.A., which dated December 15,
includes as Exhibit A the form 1989, filed with SEC
of Rights Certificate on December 19, 1989
3 Letter sent to the shareholders Filed as Exhibit to
of Ohio Casualty Corporation the Ohio Casualty
with regard to the adoption Corporation Form 8-A
of the Rights Agreement and dated December 15,
the issuance of the Rights 1989, filed with SEC
on December 19, 1989
4 First Supplement to Rights Filed as an Exhibit
Agreement dated as of to a Form 8 Amend-
February 28, 1990 ment to the Ohio
Casualty Corporation
Form 8-A, which
amendment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
5 Second Supplement to Rights Filed as an Exhibit
Agreement dated as of to a Form 8 Amend-
October 17, 1990 ment to the Ohio
Casualty Corporation
Form 8-A, which amend-
ment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
6 Conformed copy of Third Filed as Exhibit to
Supplement to Rights Agree- a Form 8-A/A dated
ment dated as of March 15, April 1, 1994, and
1994 filed with the SEC
on April 16, 1994
Page 8 of 12 Pages
<PAGE>
7 Certificate of Adjustment Filed as Exhibit to
by the Company dated as of a Form 8-A/A dated
April 1, 1994 April 1, 1994, and
filed with the SEC
on April 16, 1994
8 Amended and Restated Rights Filed as Exhibit to
Agreement dated as of a Form 8-A/A dated
February 19, 1998, between February 19, 1998
Ohio Casualty Corporation and filed with the
and First Chicago Trust Company SEC on March 5, 1998
of New York, as Rights Agent,
which includes as Exhibit A
the form of Rights Certificate
9 Certificate of Adjustment by
the Company dated as of
July 1, 1999
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
OHIO CASUALTY CORPORATION
Date: July 1, 1999 By: Lauren N. Patch
-----------------------
Its President and Chief
Executive Officer
Page 9 of 12 Pages
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
- ----------- ----------- --------
1, 2 Conformed copy of Rights Agreement Filed as Exhibit to
dated as of December 15, 1989, the Ohio Casualty
between Ohio Casualty Corporation Corporation Form 8-A
and Mellon Bank, N.A., which dated December 15,
includes as Exhibit A the form 1989, filed with SEC
of Rights Certificate on December 19, 1989
3 Form of letter to be sent to the Filed as Exhibit to
shareholders of Ohio Casualty the Ohio Casualty
Corporation with regard to the Corporation Form 8-A
adoption of the Rights Agree- dated December 15,
ment and the issuance of the 1989, filed with SEC
Rights on December 19, 1989
4 Conformed copy of First Supple- Filed as an Exhibit
ment to Rights Agreement dated to a Form 8 Amend-
as of February 28, 1990 ment to the Ohio
Casualty Corporation
Form 8-A, which
amendment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
5 Conformed copy of Second Filed as an Exhibit
Supplement to Rights Agree- to a Form 8 Amend-
ment dated as of October 17, ment to the Ohio
1990 Casualty Corporation
Form 8-A, which
amendment was dated
October 30, 1990,
and was filed with
the SEC on November 7,
1990
6 Conformed copy of Third Filed as Exhibit to
Supplement to Rights Agree- a Form 8-A/A dated
ment dated as of March 15, April 1, 1994, and
1994 filed with the SEC
on April 16, 1994
Page 10 of 12 Pages
<PAGE>
7 Certificate of Adjustment Filed as Exhibit to
by the Company dated as of a Form 8-A/A dated
April 1, 1994 April 1, 1994, and
filed with the SEC
on April 16, 1994
8 Amended and Restated Rights Filed as Exhibit to
Agreement dated as of a Form 8-A/A dated
February 19, 1998, between February 19, 1998
Ohio Casualty Corporation and filed with the
and First Chicago Trust Company SEC on March 5, 1998
of New York, as Rights Agent,
which includes as Exhibit A
the form of Rights Certificate
9 Certificate of Adjustment by 12
the Company dated as of
July 1, 1999
Page 11 of 12 Pages
<PAGE>
EXHIBIT 9
---------
OHIO CASUALTY CORPORATION
CERTIFICATE OF ADJUSTMENT TO THE
RIGHTS ISSUED PURSUANT TO THE
AMENDED AND RESTATED RIGHTS AGREEMENT
This Certificate is issued pursuant to Section 12 of the Amended and Restated
Rights Agreement dated as of February 19, 1998, between Ohio Casualty
Corporation (the "Company") and First Chicago Trust Company of New York, as
Rights Agent (the "Rights Agreement"). Capitalized terms used herein without
definition shall have the definitions given to them in the Rights Agreement.
Each whole Right issued pursuant to the Rights Agreement currently evidences
the right to purchase one common share, par value $.125 per share, of the
Company ("Common Stock") at a purchase price of Two Hundred Fifty Dollars
($250.00) per share subject to the terms and conditions of the Rights
Agreement. One-half of a whole Right is currently attached to each
outstanding share of Common Stock. As a result of a two-for-one share split
of the Common Stock (the "Stock Split") to be effected by the Company on or
about July 22, 1999, and by operation of Section 11 of the Rights
Agreement, each whole Right will evidence the right to purchase one share of
Common Stock at the adjusted purchase price of One Hundred Twenty-Five Dollars
($125.00) per share of Common Stock. Following the Stock Split, one-half of
a whole Right will be attached to each outstanding share of Common Stock,
including the shares issued pursuant to the Stock Split. These adjustments are
necessary to maintain the economic equivalency of the Rights after the Stock
Split. The adjustments to the Rights described in this Certificate will be
effective upon the date of distribution of the Stock Split.
OHIO CASUALTY CORPORATION
By Lauren N. Patch
----------------------------
Lauren N. Patch, President
and Chief Executive Officer
Dated: July 1, 1999
Page 12 of 12 Pages
