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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Ohio Casualty Corporation
(Name of Issuer)
Common Shares, Par Value $.125 Per Share
(Title of Class of Securities)
677240103
(CUSIP Number)
Barry S. Porter, Chief Financial Officer/Treasurer
Ohio Casualty Corporation, 136 North Third Street, Hamilton, OH 45025
(513) 867-3903
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Not applicable - Voluntary filing
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box .
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Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No. 677240103 Page 2 of 6 Pages
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph L. Marcum
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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Not applicable
(b)
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(3) SEC USE ONLY
(4) SOURCE OF FUNDS*
Not applicable
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2 (e)
Not applicable
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
(7) SOLE VOTING POWER
425,572
(8) SHARED VOTING POWER
1,551,392
(9) SOLE DISPOSITIVE POWER
425,572
(10) SHARED DISPOSITIVE POWER
1,551,392
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,976,964
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not applicable
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.43%
(14) TYPE OF REPORTING PERSON*
Individual (IN)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6 Pages
Item 1. Security and Issuer.
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Title of class: Common Shares, par value $.125 per share
Name of issuer: Ohio Casualty Corporation
Address of principal
executive offices of issuer: 136 North Third Street
Hamilton, Ohio 45025
Item 2. Identity and Background.
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(a) Name of person filing.
Joseph L. Marcum
(b) Business Address of person filing.
136 North Third Street
Hamilton, Ohio 45025
(c) Present principal occupation of person filing and name,
principal business and address of any corporation or other
organization in which such employment is conducted.
Mr. Marcum serves as the Chairman of Ohio Casualty
Corporation (the "Company") and its operating
subsidiaries. The Company is an insurance holding
company whose subsidiaries are primarily engaged in
the business of underwriting property and casualty
insurance and life insurance. The principal business
offices of the Company are located at 136 North Third
Street, Hamilton, Ohio 45025.
(d) During the last five years, Mr. Marcum has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, Mr. Marcum has not been party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Citizenship.
United States of America
Item 3. Source and Amount of Funds or Other Consideration.
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Please see item 5(c).
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Page 4 of 6 Pages
Item 4. Purpose of Transaction.
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Mr. Marcum holds his common shares of the Company for investment
purposes. Mr. Marcum has no plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional securities of
the Company, or the disposition of securities of the Company, except
as described in Item 5.
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or management
of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure:
(g) Changes in the Company's articles, regulations or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12 (g)
(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) Aggregate amount beneficially owned: 1,976,964 common shares
(1) (2) (3) (4) (6)
Percentage of class: 6.43% (5)
(b) Number of Common Shares as to which such person has
(i) Sole power to vote or to direct the vote:
425,572 common shares (1) (2)
(ii) Shared power to vote or direct the vote:
1,551,392 common shares (3) (4) (6)
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Page 5 of 6 Pages
(iii) Sole power to dispose or to direct the disposition of:
425,572 common shares (1) (2)
(iv) Shared power to direct the disposition of:
1,551,392 common shares (3) (4) (6)
(1) Includes 422,572 common shares owned of record and
beneficially by Mr. Marcum as to which he has sole voting and
investment power.
(2) Includes 3,000 common shares which Mr. Marcum has the right to
acquire upon the exercise of presently exercisable stock options
granted under the Company's Stock Incentive Program.
(3) Includes 611,354 common shares owned of record and
beneficially by Mr. Marcum's spouse, Sarah S. Marcum. Although Mr.
Marcum may be deemed to share voting and investment power with
respect to these shares by virtue of his wife's ownership thereof,
he disclaims any beneficial ownership of such shares. The filing
of this statement shall not be construed as an admission that Mr.
Marcum is, for the purposes of Section 13 (d) of the Securities
Exchange Act of 1934 and the regulations promulgated thereunder, the
beneficial owner of such common shares. Also includes 97,806 common
shares held in a trust as to which Mr. Marcum and his spouse share
investment and voting power. Mrs. Sarah Marcum's address is: c/o
Joseph L. Marcum, Ohio Casualty Corporation, 136 Third Street,
Hamilton, Ohio 45025. During the past five years, Mrs. Marcum, who
is a citizen of the United States, has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(4) Does not include 213,852 common shares which are held by Mr.
Marcum's spouse, Sarah S. Marcum, as a co-trustee of the estate of
Howard Sloneker as to which Mrs. Marcum shares voting and investment
power with the other trustees. Mr. Marcum does not have or share
voting or investment power over these shares.
(5) Based upon 30,760,792 issued and outstanding common shares and
the 3,000 common shares Mr. Marcum has the right to acquire upon the
exercise of presently exercisable options.
(6) Includes 842,232 common shares held by the trustee of the Ohio
Casualty Corporation Employees Retirement Plan (the "Retirement
Plan"), a tax-qualified defined benefit plan maintained for the
employees of the Company. Mr. Marcum is one of three members of the
committee (the "Plan Committee") which administers the Retirement
Plan. In his capacity as a member of the Plan Committee and subject
to the terms and conditions of the Retirement Plan and the
applicable provisions of the Employee Retirement Income Security Act
of 1974, he shares with the other members of the Plan Committee the
power to vote the shares held by the trustee of the Retirement Plan
and he shares with the other members of the Plan Committee and the
Retirement Plan's trustee investment power with respect to such
shares. Mr. Marcum is a participant in the Retirement Plan,
although none of the shares held for the Retirement Plan are
specifically allocated to Mr. Marcum's account or to the account of
any other participant in the Retirement Plan. The other
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Page 6 of 6 Pages
members of the Plan Committee are Lauren N. Patch, the President of
the Company, and Barry S. Porter, the Treasurer of the Company, both
of whom are citizens of the United States. The business address for
Messrs. Patch and Porter is 136 North Third Street, Hamilton, Ohio
45025. During the past five years, neither Mr. Patch nor Mr. Porter
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor has Mr. Patch or Mr. Porter
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with
respect to such laws. The trustee of the Retirement Plan is The
Chase Manhattan Bank, New York, New York.
(c) Other transactions by person filing:
None since the last filing on March 19, 1998.
(d) Other than the shares described in notes (3), (4) and (6) to
paragraph (b) to this Item 5, no person other than Mr. Marcum is
known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of, any
shares reported in this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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Other than the arrangements, understandings and relationships
described in notes (2), (3), and (6) to paragraph (b) of Item 5 of
this Statement, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) between Mr. Marcum and any
other person with respect to any securities of the Company,
including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
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Not applicable.
Signature.
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: April 14, 1999 /s/ Joseph L. Marcum
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Joseph L. Marcum
