<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1999.
Registration No. 333-
---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
--------------------------
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
OHIO CASUALTY CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0783294
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
136 North Third Street
Hamilton, Ohio 45025
(513) 867-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Barry S. Porter
Chief Financial Officer and Treasurer
Ohio Casualty Corporation
136 North Third Street
Hamilton, Ohio 45025
(513) 867-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Roger E. Lautzenhiser, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
(614) 464-6291
<PAGE>
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box:
-------
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: X
-------
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
-------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
-------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box:
------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering aggregate offering registration
registered registered price per unit (1) price (1) fee (2)
- ------------------- ------------ ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common shares,
$0.125 par value,
and related Common
Share Purchase
Rights(2) 6,000,000 Shares $16.6875 $100,125,000 $27,834.75
=================== ================ ================== =================== ================
</TABLE>
(1) Pursuant to Rule 457(c), the proposed maximum offering price per unit
is estimated solely for the purpose of calculating the registration
fee and is based on the average of the high and low sale prices of the
Common Shares on the Nasdaq National Market on November 1, 1999.
(2) The Common Share Purchase Rights will be attached to and trade with the
Common Shares being registered hereby. Currently each outstanding
Common Share is associated with one-half of one Common Share Purchase
Right. The value attributable to the Common Share Purchase Rights is
reflected in the value attributable to the Common Shares.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
2
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 1999
OHIO CASUALTY CORPORATION
6,000,000
Common Shares
On December 1, 1998, Great American Insurance Company, an Ohio
corporation ("Great American"), acquired from Ohio Casualty Corporation ("Ohio
Casualty") a warrant entitling Great American to purchase 6,000,000 common
shares of Ohio Casualty (as adjusted for a 2-for-1 share split in July 1999).
This prospectus refers to the offer and sale by the Selling Shareholder of a
total of 6,000,000 common shares of Ohio Casualty, which shares may be
purchased upon exercise of the warrant. The term "Selling Shareholder" refers
to Great American and certain other persons referred to under "Plan of
Distribution".
Ohio Casualty's common shares are listed on the Nasdaq National Market
under the symbol "OCAS". On November 1, 1999, the closing sales price of the
common shares on the Nasdaq National Market was $16.6875.
The Selling Shareholder will sell its common shares at prevailing
market prices. Ohio Casualty will not receive any of the proceeds from the
sale of the common shares by the Selling Shareholder.
Ohio Casualty's principal executive offices are located at 136 North
Third Street, Hamilton, Ohio 45025, and its telephone number is (513) 867-3000.
------------------------------
THE REGISTRATION STATEMENT THAT CONTAINS THIS PROSPECTUS (INCLUDING
THE EXHIBITS TO THE REGISTRATION STATEMENT) CONTAINS ADDITIONAL INFORMATION
ABOUT OHIO CASUALTY AND THE SECURITIES OFFERED UNDER THIS PROSPECTUS. YOU CAN
READ THE REGISTRATION STATEMENT AT THE SECURITIES AND EXCHANGE COMMISSION WEB
SITE OR AT THE SECURITIES AND EXCHANGE COMMISSION OFFICES, AS DESCRIBED UNDER
THE HEADING IN THIS PROSPECTUS "WHERE YOU CAN FIND MORE INFORMATION".
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------------
, 1999
----------
The following legend shall run sideways down the front cover of the
prospectus: THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING
AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
3
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements, and
other documents with the Securities and Exchange Commission ("SEC"). You may
read and copy any document we file with the SEC at the SEC's public reference
room at Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024,
Washington D.C. 20549. You should call 1-800-SEC-0330 for more information
on the operation of the public reference room. The SEC maintains an Internet
site at http://www.sec.gov where reports, proxy and information statements,
and other information regarding issuers (including Ohio Casualty) may be
found. You can also obtain copies of some of our periodic reports and proxy
statements from our Internet site at http://www.ocas.com.
This prospectus is part of a registration statement that we filed
with the SEC. The registration statement contains more information than this
prospectus regarding Ohio Casualty and its common shares, including certain
exhibits. You can get a copy of the registration statement from the SEC at
the address listed above or from its Internet site.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information
we file with it in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be
part of this prospectus, and information we file later with the SEC will
automatically update and supersede this information. We incorporate by
reference the documents listed below, except to the extent information in
those documents is different from the information contained in this prospectus,
and all future documents filed by us with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until we terminate the
offering of these common shares:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998 (File No. 0-5544);
(b) Quarterly Reports on Form 10-Q for the three-month period ended
March 31, 1999, and the three-month period ended June 30, 1999
(File No. 0-5544);
(c) Current Report on Form 8-K, filed on December 15, 1998 (File No.
0-5544) which includes a description of the common shares of
Ohio Casualty;
(d) Current Report on Form 8-K/A, filed on February 16, 1999 (File No.
0-5544);
(e) Current Report on Form 8-K/A (Amendment No. 2), filed on March 26,
1999 (File No. 0-5544);
(f) Current Report on Form 8-K, filed on February 16, 1999 (File No.
0-5544);
(g) Current Report on Form 8-K/A, filed on March 26, 1999 (File No.
0-5544);
(h) Current Report on Form 8-K, filed on July 2, 1999 (File No. 0-5544);
(i) Current Report on Form 8-K, filed on July 14, 1999 (File No. 0-5544);
and
(j) The description of Ohio Casualty's common share purchase rights set
forth in its Current Report on Form 8-A/A (Amendment No. 4), filed
with the SEC on July 2, 1999.
We will provide without charge to each person, including any beneficial
owner of common shares of Ohio Casualty, to whom this prospectus is delivered,
upon written or oral request of such person, a copy of any and all of the
documents that have been incorporated by reference in this prospectus (not
including exhibits to those documents unless the exhibits are specifically
incorporated by reference therein). Requests should be directed to Ohio
Casualty Corporation, 136 North Third Street, Hamilton, Ohio 45025, Attention:
Barry S. Porter, Chief Financial Officer and Treasurer; telephone number
(513) 867-3000.
4
<PAGE>
You should rely only on the information contained in or incorporated
by reference in this document. We have not authorized anyone to provide you
with information that is different. The common shares are not being offered
in any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date
on the front of this prospectus.
OHIO CASUALTY
Ohio Casualty is a holding company which engages in the business of
property and casualty insurance and insurance premium financing through the
Ohio Casualty Group of insurance subsidiaries. The Ohio Casualty Group
provides a wide range of commercial and personal property and casualty
insurance products to businesses, government units, associations and
individuals. The Ohio Casualty Group consists of the following four principal
insurance subsidiaries: The Ohio Casualty Insurance Company, West American
Insurance Company, Ohio Security Insurance Company and American Fire &
Casualty Company. The Ohio Casualty Group transacts business in over 40
states. The commercial lines business of the Ohio Casualty Group, which
accounted for 45.9% of net written premiums in 1998, includes workers'
compensation; general liability; commercial multi-peril; commercial
automobile; property, including fire and allied lines, fidelity and surety
and several specialty lines. The personal lines business of the Ohio Casualty
Group, which accounted for the remaining 54.1% of net written premiums in 1998,
includes primarily personal automobile and homeowner's insurance sold to
individuals.
SELLING SHAREHOLDER
On December 1, 1998, Ohio Casualty entered into a warrant agreement
with Great American, pursuant to which Great American acquired a warrant
entitling it to purchase 6,000,000 common shares of Ohio Casualty (as adjusted
for a 2-for-1 share split) at a price of $22.505 per share (as adjusted for
the 2-for-1 share split), for an aggregate purchase price of $135,030,000.
The warrant is exercisable commencing on December 1, 1999 and ending at 5:00
p.m., New York time, on November 30, 2003.
Ohio Casualty and Great American entered into the warrant agreement in
connection with the acquisition by The Ohio Casualty Insurance Company, a
subsidiary of Ohio Casualty, in December, 1998 of substantially all of the
assets of the commercial lines division of Great American and various
affiliates of Great American (together, the "Great American Companies"). Under
an asset purchase agreement with the Great American Companies, The Ohio
Casualty Insurance Company assumed certain commercial lines insurance
liabilities of the Great American Companies and acquired investments and
other assets related to the Great American Companies' commercial lines
insurance business. This transaction resulted in an assumption by The Ohio
Casualty Insurance Company of a net statutory-basis liability of
approximately $300 million plus Ohio Casualty's issuance of the warrant to
Great American. In addition, if the annualized production from the
transferred insurance agents at the end of eighteen months following the
transaction equals or exceeds the production from such agents during the
twelve months prior to the transaction, The Ohio Casualty Insurance Company
will pay to Great American an additional $40 million in cash.
In the asset purchase agreement, the Great American Companies agreed
that, without the prior written consent of Ohio Casualty and for a period of
five years from December 1, 1998, they will not, and will not permit any of
their respective affiliates or associates, directly or indirectly, to purchase
or otherwise acquire beneficial ownership of any voting shares of Ohio
Casualty if such acquisition would result in the Great American Companies,
together with their respective affiliates and associates, owning shares of Ohio
Casualty representing more than 9.9% of the total voting power entitled to be
exercised by Ohio Casualty's shareholders (excluding voting shares of Ohio
Casualty acquired indirectly by one of the Great American Companies through
an acquisition of, or investment in, an entity which owns shares of Ohio
Casualty provided that all such indirectly acquired shares do not represent
more than 5% of the voting power entitled to be exercised by Ohio Casualty's
shareholders and the Great American Companies cause the divestiture of such
additional shares within a period of twelve months). The Great American
Companies also agreed during such period not to participate in any solicitation
of proxies with respect to Ohio Casualty shares, seek to control or influence
the management of Ohio Casualty or the voting of Ohio Casualty's shares,
participate in any tender or exchange offer for Ohio Casualty shares or take
similar kinds of actions with respect to Ohio Casualty.
5
<PAGE>
The following table sets forth the total number of common shares of
Ohio Casualty Great American would own assuming exercise in full of the
warrant on the date of this prospectus. Because Great American may offer
all or a portion of the common shares pursuant to the offering contemplated
by this prospectus, we can provide no estimate as to the exact number of
common shares Great American will hold after completion of this offering.
Great American has not had any material relationship with Ohio Casualty
(other than as described above or in connection with Ohio Casualty's
acquisition of Great American's commercial lines insurance division) within
the past three years. The share ownership information (other than the
percentage of outstanding common shares) has been provided by Great American.
<TABLE>
<CAPTION>
Number
of Shares Percent of Number of Shares
Name of Selling Beneficially Outstanding Registered for
Shareholder Owned Shares(1) Sale Hereby
- --------------- ------------ ----------- ----------------
<S> <C> <C> <C>
Great American
Insurance Company 6,000,000(2) 9.1% 6,000,000
- --------------------
</TABLE>
(1) Based on total common shares outstanding as of September 30, 1999,
plus the 6,000,000 common shares subject to the warrant.
(2) The number of common shares beneficially owned is determined under
rules promulgated by the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose.
PLAN OF DISTRIBUTION
We are registering the common shares covered by this prospectus for
the Selling Shareholder. As used in this prospectus, unless the context
otherwise requires, "Selling Shareholder" includes the pledgees, donees,
transferees or others who may later hold the warrant or the common shares
issuable upon exercise of the warrant. We will pay the costs and fees of
registering the common shares covered by this prospectus, but the Selling
Shareholder will pay any brokerage commissions, discounts or other expenses
relating to the sale of such common shares.
The Selling Shareholder may sell the common shares in the
over-the-counter market or otherwise, at market prices prevailing at the time
of sale, at prices related to the prevailing market prices or at negotiated
prices. In addition, the Selling Shareholder may sell some or all of its
common shares covered by this prospectus through:
- a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
When selling the common shares, the Selling Shareholder may enter into
hedging transactions so long as such transactions do not violate the terms of
the warrant agreement. For example, the Selling Shareholder may:
- enter into transactions involving short sales of the common shares by
broker-dealers;
- sell common shares short itself and redeliver such shares to close out
short positions;
- enter into option or other types of transactions that require the
Selling Shareholder to deliver common shares to a broker-dealer, who
will then resell or transfer the common shares under this prospectus;
or
6
<PAGE>
- loan or pledge the common shares to a broker-dealer, who may sell the
loaned shares or, in the event of default, sell the pledged shares.
The Selling Shareholder may negotiate and pay broker-dealers
commissions, discounts or concessions for their services, provided that no such
commissions, discounts or concessions are paid by Ohio Casualty.
Broker-dealers engaged by the Selling Shareholder may allow other
broker-dealers to participate in resales. However, the Selling Shareholder
and any broker-dealers involved in the sale or resale of the common shares may
qualify as "underwriters" within the meaning of Section 2(a)(11) of the
Securities Act of 1933 (the "1933 Act"). In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters'
compensation under the 1933 Act. If the Selling Shareholder qualifies
as an "underwriter," the Selling Shareholder will be subject to the
prospectus delivery requirements of Section 5(b)(2) of the 1933 Act.
In addition to selling its common shares under this prospectus, the
Selling Shareholder may, so long as such actions are in accordance with the
terms of the warrant agreement:
- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the common shares including
liabilities arising under the 1933 Act;
- transfer common shares in other ways not involving market makers or
established trading markets, including directly by distribution or
other transfer; or
- sell common shares under Rule 144 of the 1933 Act rather than under
this prospectus, if the transaction meets the requirements of Rule
144.
In the warrant agreement, Ohio Casualty has agreed to indemnify the
Selling Shareholder, and the Selling Shareholder has agreed to indemnify Ohio
Casualty, against certain liabilities arising under the 1933 Act. The Selling
Shareholder may indemnify any agent, dealer or broker-dealer that participates
in sales of the common shares against similar liabilities.
USE OF PROCEEDS
Ohio Casualty will not receive any proceeds from the sale of common
shares by the Selling Shareholder.
DESCRIPTION OF CAPITAL STOCK AND COMMON SHARE PURCHASE RIGHTS
Ohio Casualty's authorized capital stock consists of 150,000,000
common shares, par value $0.125 per share, and 2,000,000 preferred shares,
without par value. As of September 30, 1999, Ohio Casualty had 60,083,484
common shares outstanding and no preferred shares outstanding. Ohio
Casualty's common shares are listed on the Nasdaq National Market under the
symbol "OCAS."
Each outstanding common share includes, and each common share
offered hereby will include, one-half of one common share purchase right
(each, a "Right" and collectively, the "Rights") provided under an Amended
and Restated Rights Agreement, dated as of February 19, 1998, between Ohio
Casualty and First Chicago Trust Company of New York, as Rights Agent. Each
whole Right, when exercisable, entitles the holder, until the earlier of
December 15, 2009, or the redemption of the Rights, to buy one common share
at a price of $125 per share (as may be adjusted to reflect share splits and
similar events).
7
<PAGE>
In the event that any person, without the prior approval of the
Board of Directors of Ohio Casualty, becomes the beneficial owner of 20% or
more of Ohio Casualty's common shares, the Rights (other than Rights held by
the acquiring shareholder) would become exercisable for that number of common
shares having a market value of two times the exercise price of the Right.
Furthermore, if Ohio Casualty is acquired in a merger or other business
combination or 50% or more of its assets or earnings power are acquired after
any person, without the prior approval of the Board, becomes the beneficial
owner of 20% or more of the common shares of Ohio Casualty, each Right
(other than Rights held by the acquiring person) would become exercisable
for that number of common shares (or securities of the surviving company in a
business combination) having a market value of two times the exercise price of
the Right. Ohio Casualty may redeem the Rights at one-half of one cent per
Right prior to the occurrence of certain events described in the Amended and
Restated Rights Agreement.
One-half of one Right will be issued in respect of each common share
issued before the earlier of December 15, 2009, or the redemption of the
Rights. As of the date of this prospectus, the Rights are not exercisable,
certificates representing the Rights have not been issued and the Rights
automatically trade with the common shares. The Rights will expire on
December 15, 2009, unless earlier redeemed.
LEGAL MATTERS
Vorys, Sater, Seymour and Pease LLP, legal counsel to Ohio Casualty,
will pass upon the validity of the common shares of Ohio Casualty offered by
this prospectus. As of September 14, 1999, members of Vorys, Sater, Seymour
and Pease LLP and attorneys employed by Vorys, Sater, Seymour and Pease LLP,
together with members of their immediate families, beneficially owned 63,895
common shares of Ohio Casualty.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K of Ohio Casualty for the year ended
December 31, 1998, and the audited financial statements included on pages
5-21 of Ohio Casualty's Current Report on Form 8-K/A dated March 26, 1999,
have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of that firm as experts in auditing and accounting.
Ernst & Young LLP, independent auditors, have audited the special-
purpose financial statements of the Commercial Lines Business of American
Financial Corporation included in Ohio Casualty's Current Report on Form
8-K/A dated March 26, 1999, as set forth in their report, which is incorporated
by reference in this prospectus. These special-purpose financial statements
are incorporated by reference in reliance on Ernst & Young LLP's report, given
on their authority as experts in accounting and auditing.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a "safe harbor" for "forward-looking statements" (as defined in the
Act). This prospectus may include or incorporate by reference forward-looking
statements which reflect Ohio Casualty's current view (as of the date such
forward-looking statement is made) with respect to future events, projections
or future financial performance. These forward-looking statements are
subject to certain uncertainties and other factors that could cause actual
results to differ materially from those made, implied or projected in such
statements. These uncertainties and other factors are set forth in Ohio
Casualty's Annual Report on Form 10-K for the year ended December 31, 1998
and are incorporated by reference herein. The words "believe," "expect,"
"anticipate," "project," and similar expressions identify "forward-looking
statements," which speak only as of the date the statement was made. Ohio
Casualty undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
8
<PAGE>
TABLE OF CONTENTS
PAGE
----
WHERE YOU CAN FIND MORE INFORMATION............................... 4
INCORPORATION OF DOCUMENTS BY REFERENCE........................... 4
OHIO CASUALTY..................................................... 5
SELLING SHAREHOLDER............................................... 5
PLAN OF DISTRIBUTION.............................................. 6
USE OF PROCEEDS................................................... 7
DESCRIPTION OF CAPITAL STOCK AND COMMON SHARE PURCHASE RIGHTS..... 7
LEGAL MATTERS..................................................... 8
EXPERTS........................................................... 8
FORWARD-LOOKING STATEMENTS........................................ 8
OHIO CASUALTY CORPORATION
6,000,000 COMMON SHARES
--------------------
PROSPECTUS
--------------------
, 1999
----------
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
registration fee.............................$27,834.75
Legal fees and expenses........................ 5,000.00
Accounting fees and expenses................... 5,000.00
Miscellaneous expenses......................... 5,000.00
Total........................................$42,834.75
No portion of the foregoing expenses will be borne by the Selling
Shareholder.
All expenses other than the SEC registration fee are estimated.
Item 15. Indemnification of Directors and Officers.
Division (E) of Section 1701.13 of the Ohio Revised Code and Article
V of the Company's Code of Regulations relate to indemnification of the
Company's directors and officers against liabilities arising in connection
with the performance of their respective duties.
Division (E) of Section 1701.13 of the Ohio Revised Code provides as
follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, member, manager, or agent
of another corporation, domestic or foreign, nonprofit or for profit,
a limited liability company, or a partnership, joint venture, trust,
or other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
if he had no reasonable cause to believe his conduct was 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:
II-1
<PAGE>
(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:
(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:
II-2
<PAGE>
(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
proceeding, as authorized by the directors in the specific case, upon
receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, member, manager, or agent to repay such amount, if
it ultimately is determined that he is not entitled to be indemnified
by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such
a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
Article V of the Company's Code of Regulations provides as follows:
SECTION 1. MANDATORY INDEMNIFICATION. The corporation
shall indemnify (A) any officer or director of the corporation and
(B) any person (including an officer or director of the corporation)
who has served or is serving at the request of the corporation as a
director, trustee or officer of another corporation (domestic or
foreign, nonprofit or for profit), partnership, joint venture, trust
or other enterprise who was or is a party or is threatened to be made
a party to any
II-3
<PAGE>
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, or investigative (including, without
limitation, any action threatened or instituted by or in the right of
the corporation) by reason of the fact that he is or was a director,
trustee, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or
foreign, nonprofit or for profit), partnership, joint venture, trust,
or other enterprise, against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript
costs), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under this Section 1 shall be
presumed in respect of any act or omission giving rise to such claim
for indemnification, to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal matter, to have had
no reasonable cause to believe his conduct was unlawful, and the
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, rebut such presumption.
Section 2. COURT-APPROVED INDEMNIFICATION. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify (i) any officer or
director of the corporation, or (ii) any person (including an officer
or director of the corporation) who has served or is serving at the
request of the corporation as a director, trustee or officer of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise who was a party
to any completed action or suit instituted by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee or agent of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust or other enterprise, in respect of any claim, issue or
matter asserted in such action or suit as to which he shall have been
adjudged to be liable for gross negligence or misconduct (other than
negligence) in the performance of his duty to the corporation unless
and only to the extent that the Court of Common Pleas of Butler
County, Ohio or the court in which such action or suit was brought
shall determine upon application that despite such adjudication of
liability, and in view of all the circumstances of the case, he is
fairly and reasonably entitled to such indemnity as such Court of
Common Pleas or such other court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 2.
SECTION 3. INDEMNIFICATION FOR EXPENSES. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding, to the
extent that an officer or director of the corporation or any person
(including an officer or director of the corporation) who has served or
is serving at the request of the corporation as a director, trustee or
officer of another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise has been
successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 1, or in defense of any claim,
issue, or matter therein, he shall be promptly indemnified by the
corporation against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection therewith.
SECTION 4. DETERMINATION REQUIRED. Any indemnification
required under Section 1 and not precluded under Section 2 shall be
made by the corporation only upon a determination that such
indemnification is proper in the circumstances because the person
has met the applicable standard of conduct set forth in Section 1.
Such determination may be made only (A) by a
II-4
<PAGE>
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 Section or by independent legal counsel under subparagraph
(B) of this Section to make indemnification in respect of any claim,
issue or matter asserted in an action or suit threatened or brought by
or in the right of the corporation shall be promptly communicated to
the person who threatened or brought such action or suit, and within
ten (10) days after receipt of such notification such person shall
have the right to petition the Court of Common Pleas of Butler County,
Ohio or the court in which such action or suit was brought, if any, to
review the reasonableness of such determination.
SECTION 5. ADVANCES FOR EXPENSES. Expenses (including,
without limitation, attorneys fees, filing fees, court reporters' fees
and transcript costs) incurred in defending any action, suit or
proceeding referred to in Section 1 shall be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
to or on behalf of the officer, Director or other person entitled to
indemnity under Section 1 promptly as such expenses are incurred by
him, but only if such officer, Director or other person shall first
agree, in writing, to repay all amounts so paid in respect of any
claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on
the merits or otherwise:
(A) unless it shall ultimately be determined as provided
in Section 4 that he is not entitled to be indemnified by the
corporation as provided under Section 1; or
(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or suit,
he shall have been adjudged to be liable for gross negligence or
misconduct (other than negligence) in the performance of his duty to
the corporation, unless and only to the extent that the Court of Common
Pleas of Butler County, Ohio or the court in which such action or suit
was brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances, he is
fairly and reasonably entitled to all or part of such indemnification.
SECTION 6. ARTICLE V NOT EXCLUSIVE. The indemnification
provided by this Article V shall not be deemed exclusive of any other
rights to which any person seeking indemnification may be entitled
under the Articles or the Regulations or any agreement, vote of
shareholders of the corporation or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who has ceased to be an officer or director of the
corporation and shall inure to the benefit of the heirs, executors,
and administrators of such a person.
SECTION 7. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
trustee, officer, 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,
II-5
<PAGE>
or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the obligation or the
power to indemnify him against such liability under the provisions of
this Article V.
SECTION 8. CERTAIN DEFINITIONS. For purposes of this Article
V, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article V
shall be deemed to have been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 1, or
in defense of any claim, issue or other matter therein, if such action,
suit or proceeding shall be terminated as to such person, with or
without prejudice, without the entry of a judgment or order against
him, without a conviction of him, without the imposition of a fine upon
him, and without his payment or agreement to pay any amount in
settlement thereof (whether or not any such termination is based upon a
judicial or other determination of lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include
employee benefit plans; references to a "fine" shall include any excise
taxes assessed on a person with respect to an employee benefit plan;
and references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in
the best interests of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interest of the corporation" within the meaning
of that term as used in this Article V.
SECTION 9. VENUE. Any action, suit or proceeding to
determine a claim for indemnification under this Article V may be
maintained by the person claiming such indemnification, or by the
corporation, in the Court of Common Pleas of Butler County, Ohio.
The corporation and (by claiming such indemnification) each such
person consent to the exercise of jurisdiction over its or his person
by the Court of Common Pleas of Butler County, Ohio in any such
action, suit or proceeding.
The Company has in force and effect a policy insuring the directors
and officers of the Company against losses which they or any of them shall
become legally obligated to pay for any reason of any actual or alleged error
or misstatement or misleading statement or act or omission or neglect or
breach of duty by the directors and officers in the discharge of their duties,
individually or collectively, or any matter claimed against them solely by
reason of their being directors or officers, such coverage being limited by
the specific terms and provisions of the insurance policy.
II-6
<PAGE>
Item 16. Exhibits.
Exhibit
-------
4.1 Amended Articles of Incorporation, as amended (incorporated by
reference to Exhibits 4(a), 4(b), 4(c), 4(d) and 4(e) of Ohio
Casualty's (the "Company") Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on December 15,
1998).
4.2 Code of Regulations, as amended (incorporated by reference to
Exhibit 4(f) of the Company's Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on December
15, 1998).
4.3 Warrant Agreement, dated December 1, 1998, between Ohio Casualty
Corporation and Great American Insurance Company and Warrant,
dated December 1, 1998 (incorporated by reference to Exhibit 2(g)
of the Company's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 15, 1998).
4.4 Amended and Restated Rights Agreement, dated as of February 19,
1998, between Ohio Casualty Corporation and First Chicago Trust
Company of New York, as Rights Agent (incorporated by reference
to Exhibit 4f of the Company's Form 8-A/A, as filed with the
Securities and Exchange Commission on March 5, 1998).
4.5 Certificate of Adjustment to Rights (incorporated by reference to
Exhibit 99 of the Company's Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on July 2, 1999).
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in
Exhibit 5.1).
23.3 Consent of Ernst & Young LLP.
24.1 Powers of Attorney for Ohio Casualty Corporation.
99(a) Asset Purchase Agreement among The Ohio Casualty Insurance
Company, Great American Insurance Company and the other Sellers
named therein, dated as of September 14, 1998 (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the three-month period ended September 30, 1998).
99(b) Amendment No. 1 to Asset Purchase Agreement among The Ohio
Casualty Insurance Company, Great American Insurance Company
and the other Sellers named therein (incorporated by reference
to Exhibit 2(b) of the Company's Current Report on Form 8-K,
as filed with the Securities and Exchange Commission on
December 15, 1998).
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
II-7
<PAGE>
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(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 15, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a director, officer
or controlling person of Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new 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.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ohio
Casualty Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hamilton, State of Ohio, on
November 3, 1999.
OHIO CASUALTY CORPORATION
By: /s/ Lauren N. Patch
-------------------------------
Lauren N. Patch, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Lauren N. Patch President and Chief November 3, 1999
- -------------------------- Executive Officer, Director
Lauren N. Patch
*/s/ Joseph L. Marcum Chairman of the Board, November 3, 1999
- -------------------------- Director
Joseph L. Marcum
*/s/ William L. Woodall Vice Chairman of the Board, November 3, 1999
- -------------------------- Director
William L. Woodall
*/s/ Barry S. Porter Chief Financial Officer November 3, 1999
- -------------------------- and Treasurer
Barry S. Porter
*/s/Howard L. Sloneker III Senior Vice President, November 3, 1999
- -------------------------- Secretary, Director
Howard L. Sloneker III
*/s/ Jack E. Brown Director November 3, 1999
- --------------------------
Jack E. Brown
*/s/ Catherine E. Dolan Director November 3, 1999
- --------------------------
Catherine E. Dolan
*/s/ Wayne R. Embry Director November 3, 1999
- --------------------------
Wayne R. Embry
*/s/ Vaden Fitton Director November 3, 1999
- --------------------------
Vaden Fitton
*/s/ Stephen S. Marcum Director November 3, 1999
- --------------------------
Stephen S. Marcum
II-9
<PAGE>
*/s/ Stanley N. Pontius Director November 3, 1999
- --------------------------
Stanley N. Pontius
*By /s/ Lauren N. Patch
- --------------------------
Lauren N. Patch
(Attorney-in-Fact)
II-10
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
4.1 Amended Articles of Incorporation, as amended (incorporated by
reference to Exhibits 4(a), 4(b), 4(c), 4(d) and 4(e) of the
Current Report on Form 8-K of Ohio Casualty (the "Company"), as
filed with the Securities and Exchange Commission on December 15,
1998).
4.2 Code of Regulations, as amended (incorporated by reference to
Exhibit 4(f) of the Company's Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on December 15, 1998).
4.3 Warrant Agreement, dated December 1, 1998, between Ohio Casualty
Corporation and Great American Insurance Company and related Warrant
dated December 1, 1998 (incorporated by reference to Exhibit 2(g) of
the Company's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 15, 1998).
4.4 Amended and Restated Rights Agreement, dated as of February 19,
1998, between Ohio Casualty Corporation and First Chicago Trust
Company of New York, as Rights Agent (incorporated by reference
to Exhibit 4f of the Company's Report on Form 8-A/A, as
filed with the Securities and Exchange Commission on March 5, 1998).
4.5 Certificate of Adjustment to Rights (incorporated by reference to
Exhibit 99 of the Company's Current Report on Form 8-K, as filed
with the Securities and Exchange Commission on July 2, 1999).
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP (included in Exhibit
5.1).
23.3 Consent of Ernst & Young LLP.
24.1 Powers of Attorney for the Company.
99(a) Asset Purchase Agreement among The Ohio Casualty Insurance Company,
Great American Insurance Company and the other Sellers named
therein, dated as of September 14, 1998 (incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1998).
99(b) Amendment No. 1 to Asset Purchase Agreement among The Ohio Casualty
Insurance Company, Great American Insurance Company and the other
Sellers named therein (incorporated by reference to Exhibit 2(b) of
the Company's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on December 15, 1998).
II-11
<PAGE>
EXHIBIT 5.1
OPINION OF VORYS, SATER, SEYMOUR AND PEASE LLP
November 3, 1999
Board of Directors
Ohio Casualty Corporation
136 North Third Street
Hamilton, Ohio 45025
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Ohio Casualty Corporation, an Ohio
corporation (the "Company"), and in such capacity have examined the Company's
Registration Statement on Form S-3 (the Form S-3, including any amendments
thereto being referred to collectively herein as the "Registration Statement"),
originally filed by the Company with the Securities and Exchange Commission
("Commission") on November 3, 1999, under the Securities Act of 1933, as
amended ("Act"). The Registration Statement relates to the proposed
registration for resale by a selling shareholder ("Selling Shareholder") of up
to an aggregate of 6,000,000 of the Company's common shares, $0.125 par value
per share, which common shares may be acquired by such Selling Shareholder upon
the exercise of an outstanding common share purchase warrant issued by the
Company to the Selling Shareholder (the "Warrant").
As counsel for the Company and for purposes of this opinion, we have
made those examinations and investigations of legal and factual matters we
deemed advisable and have examined originals or copies, certified or otherwise
identified to our satisfaction as true copies of the originals, of those
corporate records, certificates, documents and other instruments which, in our
judgment, we considered necessary or appropriate to enable us to render the
opinion expressed below, including the Company's Amended Articles of
Incorporation, as amended to date, the Company's Code of Regulations, as
amended to date, and the minutes of meetings of the Company's Board of
Directors and other corporate proceedings relating to the authorization of the
common shares of the Company issuable upon exercise of the Warrant and the
authorization and approval of the issuance of the Warrant and the issuance of
such common shares upon exercise of the Warrant. We have assumed the
genuineness and authorization of all signatures and the conformity to the
originals of all copies submitted to us or inspected by us as certified,
conformed or photostatic copies. Also, we have assumed the proper exercise of
the Warrant and payment in full for all common shares issued upon exercise of
the Warrant. Further, we have assumed the due execution and delivery of
certificates representing the Selling Shareholder's common shares issued upon
exercise of the Warrant.
Based upon the foregoing, and relying solely thereon, we are of the
opinion that the Selling Shareholder's common shares of the Company have been
duly authorized and when issued upon exercise of the Warrant will be validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Matters" in the Prospectus included in the Registration Statement. In
giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease LLP
VORYS, SATER, SEYMOUR AND PEASE LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 4, 1999 relating to the
financial statements, which appears 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. We also consent to the incorporation by reference of
our report dated February 4, 1999 relating to the financial statements,
which appears in the Current Report on Form 8-K/A dated March 26, 1999.
We also consent to the references to us under the heading "Experts" in
such Registration Statement.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Cincinnati, Ohio
October 28, 1999
<PAGE>
Exhibit 23.3
Consent of Ernst & Young LLP, Independent Auditors
We consent to reference to our firm under the caption "Experts" and to the
incorporation by reference in the Registration Statement (Form S-3) and
related Prospectus of Ohio Casualty Corporation for the registration of six
million shares of common stock of our report dated January 22, 1999, with
respect to the special-purpose financial statements of the Commercial Lines
Business of American Financial Corporation included in Ohio Casualty
Corporation's Current Report (Form 8-K/A) dated March 26, 1999, filed with
the Securities and Exchange Commission.
/s/Ernst & Young LLP
Ernst & Young LLP
Cincinnati, Ohio
October 28, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Lauren N. Patch
------------------------------------
Lauren N. Patch
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Joseph L. Marcum
------------------------------------
Joseph L. Marcum
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/William L. Woodall
------------------------------------
William L. Woodall
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Barry S. Porter
------------------------------------
Barry S. Porter
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Howard L. Sloneker III
------------------------------------
Howard L. Sloneker III
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Jack E. Brown
------------------------------------
Jack E. Brown
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 her hand as of 3rd day
of November, 1999.
/s/Catherine E. Dolan
------------------------------------
Catherine E. Dolan
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Wayne R. Embry
------------------------------------
Wayne R. Embry
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Vaden Fitton
------------------------------------
Vaden Fitton
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Stephen S. Marcum
------------------------------------
Stephen S. Marcum
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer and/or
director of OHIO CASUALTY CORPORATION, an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under
the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 for the registration of certain of its common shares
for offering and sale by one or more shareholders of Ohio Casualty
Corporation, hereby constitutes and appoints LAUREN N. PATCH AND BARRY S.
PORTER, and each of them, as the true and lawful attorneys-in-fact and agents
of the undersigned with full power of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in any and all
capacities, to sign such Registration Statement and any and all amendments
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 the undersigned 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 3rd day
of November, 1999.
/s/Stanley N. Pontius
------------------------------------
Stanley N. Pontius
