<PAGE>
As filed with the Securities and Exchange Commission on August 3, 2000
Registration No. 333-
_____________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________________
OHIO CASUALTY CORPORATION
_______________________________________________________________________
(Exact name of registrant as specified in its charter)
Ohio 31-0783294
------------ ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9450 Seward Road, Fairfield, Ohio 45014
---------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Stock Option Plan Agreement,
effective as of February 29, 2000
between Ohio Casualty Corporation
and William L. Woodall
----------------------
(Full title of the plan)
Howard L. Sloneker III
Senior Vice President and Secretary
Ohio Casualty Corporation
9450 Seward Road
Fairfield, Ohio 45014
---------------------
(Name and address of agent for service)
(513) 603-2600
--------------
(Telephone number, including area code, of agent for service)
___________________________
Index to Exhibits at pages 14-15.
<PAGE> 2
[Continuation of Facing Page]
<TABLE>
<CAPTION>
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
$.125 Par Value(2) 20,000 $9.0625 $181,250 $47.85
</TABLE>
----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the aggregate offering
price and the registration fee pursuant to Rules 457 (c) and (h) promulgated
under the Securities Act of 1933, as amended, and computed on the basis of
$9.0625 per share, which price is the average of the high and low sales prices
of the Common Shares as reported in the Nasdaq National Market on August 2,
2000.
(2) This Registration Statement also covers related Common Share Purchase
Rights (the "Rights") which evidence the right to purchase, under certain
conditions, one Common Share, $.125 par value. Registrant is required to
deliver one-half of one Right with each Common Share that becomes outstanding
until the "distribution date" (as defined in the Amended and Restated Rights
Agreement dated as of February 18, 1998 between the Registrant and First
Chicago Trust Company of New York as Rights Agent) for the Rights, at which
date the Rights will commence trading separately from the Common Shares.
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<PAGE> 3
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K for the fiscal year ended December 31,
1999, of Ohio Casualty Corporation (the "Registrant") and all other reports
filed with the Securities and Exchange Commission (the "Commission") pursuant
to the requirements of Section 13 (a) or Section 15 (d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's Common Shares contained in
the Registrant's Current Report on Form 8-K filed with the Commission on
December 15, 1998, and the description of the Common Share Purchase Rights of
the Registrant contained in the Registrant's Form 8-A/A Amendment No. 4 filed
with the Commission on July 2, 1999, or contained in any subsequent amendment
or report filed for the purpose of updating such descriptions, are hereby
incorporated by reference.
Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Section 13, 14 or 15 (d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Executive Compensation
Committee of the Board of Directors of the Registrant on executive compensation
and no performance graph included in any proxy statement or information
statement filed pursuant to Section 14 of the Exchange Act shall be deemed to
be incorporated herein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Article V of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant. Article V
provides:
Section 1. Mandatory Indemnification. The corporation shall
indemnify (A) any officer or director of the corporation and (B) any person
(including an officer or director of the corporation) who has served or is
serving at the request of the corporation as a director, trustee or officer of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (including, without limitation, any action threatened or
instituted by or in the right of the corporation) by reason of the fact that he
is or was a director, trustee, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust, or other
enterprise, against expenses (including, without limitation, attorneys' fees,
filing fees, court reporters' fees and transcript costs), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under this Section 1 shall be presumed in
respect of any act or omission giving rise to such claim for indemnification,
to have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal matter, to have had no reasonable cause to believe his conduct was
unlawful, and the termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, rebut such presumption.
Section 2. Court-Approved Indemnification. Anything
contained in the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify (i) any officer or
director of the corporation, or (ii) any person (including an officer or
director of the corporation) who has served or is serving at the request of
the corporation as a director, trustee or officer of another corporation
(domestic or foreign, nonprofit or for profit), partnership, joint venture,
trust or other enterprise who was a party to any completed action or suit
instituted by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
corporation (domestic or foreign, nonprofit or for profit), partnership, joint
venture, trust or other enterprise, in respect of any claim, issue or matter
asserted in 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
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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 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.
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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, 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
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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.
Division (E) of Section 1701.13 of the Ohio Revised Code
addresses indemnification by an Ohio corporation and provides as follows:
(E) (1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, by reason of the fact that he is or was a director,
officer, employee, 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 attorneys' 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
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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 attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, the court of
common pleas or the court in which such action or suit was brought determines,
upon application, that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or such
other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer,
employee, member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in division
(E) (1) or (2) of this section, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the action, suit,
or proceeding.
(4) Any indemnification under division (E) (1) or (2) of
this section, unless ordered by a court, shall be made by the corporation only
as authorized in the specific case, upon a determination that indemnification
of the director, trustee, officer, employee, member, manager, or agent is
proper in the circumstances because he has met the applicable standard of
conduct set forth in division (E) (1) or (2) of this section. Such
determination shall be made as follows:
(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.
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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 attorneys' fees, incurred by a director in defending
the action, suit, or proceeding shall be paid by the corporation as they are
incurred, in advance of the final disposition of the action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the director in
which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent
to cause injury to the corporation or undertaken with reckless disregard for
the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorneys' 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
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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.
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might be
incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at pages 14 - 15.
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs A (1) (i) and A (1) (ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15 (d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effect amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13 (a) or Section 15 (d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of
this Part II, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fairfield, State of Ohio, on the 3rd day of
August, 2000.
OHIO CASUALTY CORPORATION
By:__________________________
Howard L. Sloneker III,
Senior Vice President
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the following page by the persons and
in the capacities and on the dates indicated:
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* William L. Woodall
--------------------
William L. Woodall President and Chief Executive August 3, 2000
Officer; Director
* Elizabeth M. Riczko
---------------------
Elizabeth M. Riczko Senior Vice President, Finance August 3, 2000
/s/ Howard L. Sloneker III
--------------------------
Howard L. Sloneker III Sr. Vice President and Secretary; August 3, 2000
Director
* Terrence J. Baehr
-------------------
Terrence J. Baehr Director August 3, 2000
* Arthur J. Bennert
-------------------
Arthur J. Bennert Director August 3, 2000
* Jack E. Brown
---------------
Jack E. Brown Director August 3, 2000
* Catherine E. Dolan
--------------------
Catherine E. Dolan Director August 3, 2000
* Wayne R. Embry
----------------
Wayne R. Embry Director August 3, 2000
* Vaden Fitton
--------------
Vaden Fitton Director August 3, 2000
* Stephen S. Marcum
-------------------
Stephen S. Marcum Director August 3, 2000
* Stanley N. Pontius
--------------------
Stanley N. Pontius Director August 3, 2000
*Pursuant to Power of Attorney
-------------------
Howard L. Sloneker III
(Attorney-in-Fact)
</TABLE>
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Location
----------- ----------- --------
<S> <C> <C>
4 (a) Certificate of Amended Articles Incorporated by reference
of Incorporation of Ohio Casualty to Exhibit 4(a) of the
Corporation (the "Registrant") as Registrant's Current Report
filed with the Ohio Secretary of on Form 8-K filed with the
State on May 25, 1983 Securities and Exchange
Commission on December 15, 1998
4 (b) Certificate of Amendments to the Incorporated by reference
Articles of Incorporation of the to Exhibit 4(b) of the
Registrant as filed with the Ohio Registrant's Current Report
Secretary of State on November 21, on Form 8-K filed with the
1986 Securities and Exchange
Commission on December 15, 1998
4 (c) Certificate of Amendment to Incorporated by reference to
Amended Articles of Incorporation Exhibit 4(c) of the
of the Registrant as filed with Registrant's Current Report
the Ohio Secretary of State on on Form 8-K filed with the
April 29, 1992 Securities and Exchange
Commission on December 15, 1998
4 (d) Certificate of Amendment to Incorporated by reference to
Amended Articles of Incorporation Exhibit 4(d) of the
of the Registrant as filed with Registrant's Current Report
the Ohio Secretary of State on on Form 8-K filed with the
April 30, 1996 Securities and Exchange
Commission on December 15, 1998
4 (e) Certificate of Amendment to the Filed herewith.
Amended Articles of Incorporation
of the Registrant as filed with
the Ohio Secretary of State on
May 10, 2000.
4 (f) Amended Articles of Incorporation Filed herewith.
of the Registrant (reflecting
amendments through May 10, 2000)
[for SEC reporting compliance
purposes only, not filed with Ohio
Secretary of State]
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14
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<TABLE>
<CAPTION>
Exhibit No. Description Location
----------- ----------- --------
<S> <C> <C>
4 (g) Code of Regulations of the Incorporated by reference
Registrant to 4(g) of the Registrant's
Current Report on Form 8-K
filed with the Securities
and Exchange Commission on
December 15, 1998
4 (h) Certified resolutions regarding Filed herewith.
adoption of amendments to Section
10 of Article 1 of the Code of
Regulations of the Registrant in
April 26, 2000.
4 (i) Amended Code of Regulations of the Filed herewith
Registrant (reflecting amendments
through April 26, 2000 for SEC
reporting compliance purposes only)
4 (j) Amended and Restated Rights Incorporated by reference to
Agreement, dated as of February the Registrant's Form 8-A/A
19, 1998 between Ohio Casualty Amendment No. 3 dated
Corporation and First Chicago Trust February 19, 1998 and filed
Trust Company of New York as with the Securities and
Rights Agent Exchange Commission on March
5, 1998
4 (k) Certificate of Adjustment by the Incorporated by reference
Registrant dated as of July 1, to Exhibit 9 of the
1999 Registrant's Form 8-A/A
Amendment No. 4 dated July
1, 1999 and filed with the
Securities and Exchange
Commission on July 2, 1999
23 Consent of PricewaterhouseCoopers Filed herewith.
LLP
24 Powers of Attorney Filed herewith
</TABLE>
15
