<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1999
-------------
OHIO CASUALTY CORPORATION
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 0-5544 31-0783294
- ---------------------------- ---------- -------------------
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number Identification No.)
136 North Third Street, Hamilton, Ohio 45025
---------------------------------------- ----------
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code (513) 867-3000
--------------
Not Applicable
------------------------------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index - Page 4
Page 1 of 5 Pages
<PAGE>
Item 5. Other Events.
-------------
On May 27, 1999, pursuant to authority delegated to it by
the Board of Directors of Ohio Casualty Corporation (the "Company"), the
Executive Committee of the Board of Directors of the Company declared a
share dividend (the "Stock Split") on the basis of one additional share for
every share issued. The Stock Split will be distributed on or about July
22, 1999, to holders of record of the Company's common shares (the "Common
Stock") on July 1, 1999.
In accordance with the Amended and Restated Rights
Agreement dated as of February 19, 1998, between the Company and First
Chicago Trust Company of New York, as Rights Agent (the "Rights
Agreement"), each outstanding share of Common Stock is currently associated
with one-half of one Common Stock purchase right (a "Right"). Currently,
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.
In accordance with the Rights Agreement and in connection
with the Stock Split, the Executive Committee of the Board of Directors of
the Company has authorized an adjustment of the Rights associated with the
Company's outstanding Common Stock. Effective on the date of distribution
of the Stock Split, the Rights associated with the outstanding Common Stock
will be adjusted so that each outstanding share of Common Stock (including
shares issued pursuant to the Stock Split) will be accompanied by one-half
(1/2) of a Right to purchase one share of Common Stock at an adjusted
purchase price of One Hundred Twenty Five Dollars ($125.00) per share.
In addition, the Redemption Price for the Rights (as that term is defined
in the Rights Agreement) will be adjusted from $0.01 per whole Right to
$0.0050 per whole Right. A Certificate of Adjustment reflecting such
changes is attached hereto as Exhibit 99(a) and is incorporated herein in
its entirety by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
Exhibit
99(a) Certificate of Adjustment
Page 2 of 5 Pages
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
OHIO CASUALTY CORPORATION
By: Lauren N. Patch
-------------------------
Lauren N. Patch, President
and Chief Executive Officer
Dated: July 1, 1999
Page 3 of 5 Pages
<PAGE>
EXHIBIT INDEX
Current Report on Form 8-K
Dated July 1, 1999
Ohio Casualty Corporation
Exhibit
No. Description Page
- ------- ----------- ----
99(a) Certificate of Adjustment 5
Page 4 of 5 Pages
<PAGE>
EXHIBIT 99(a)
-------------
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 5 of 5 Pages
