-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NNoM75xjOw4GzzecLihC/IZYPXl7Gid6MpXwkDetx8+uUD5I9kxOa6k054FbzavI X897o+4l7xOt6bQlUyIvFQ== 0000019617-98-000103.txt : 19980309 0000019617-98-000103.hdr.sgml : 19980309 ACCESSION NUMBER: 0000019617-98-000103 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980306 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OHIO CASUALTY CORP CENTRAL INDEX KEY: 0000073952 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310783294 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-33756 FILM NUMBER: 98558983 BUSINESS ADDRESS: STREET 1: 136 N THIRD ST CITY: HAMILTON STATE: OH ZIP: 45025 BUSINESS PHONE: 5138673000 MAIL ADDRESS: STREET 1: 136 N THIRD ST CITY: HAMILTON STATE: OH ZIP: 45025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHASE MANHATTAN CORP /DE/ CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 270 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 SC 13G/A 1 SCHEDULE 13G/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) NAME OF ISSUER: Ohio Casualty Corp. TITLE OF CLASS OF SECURITIES: New Common Stock, Par Value $0.01 Per Share CUSIP NO. 677240103 2 (1) NAME OF REPORTING PERSON: S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: The Chase Manhattan Corporation SS# 13-2624428 for Ohio Casualty Insurance Co. Employee Savings Plan (the "Plan") and Trust SS# 31-0396250 Administered by The Chase Manhattan Bank - SS# 13-4494650 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) |_| (B) |_| (3) SEC USE ONLY (4) CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (5) SOLE VOTING POWER: 0 Common Shares (6) SHARED VOTING POWER: 2,351,357 Common Shares (7) SOLE DISPOSITIVE POWER: 0 Common Shares (8) SHARED DISPOSITIVE POWER: 2,351,357 Common Shares (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,351,357 Common Shares (10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: 0 Common Shares (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 6.94% (12) TYPE OF REPORTING PERSON: HC 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 FEE BEING PAID: No ITEM 1 (a) NAME OF ISSUER: Ohio Casualty Corporation ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 136 North Third Street Hamilton, OH 45025 ITEM 2 (a) NAME OF PERSON FILING: The Chase Manhattan Corporation ("CMC"), its wholly owned subsidiary, The Chase Manhattan Bank, ("Chase") and Ohio Casualty Insurance Co. Employee Savings Plan (the "Plan") and Trust Created Pursuant Thereto (collectively, the "Filing Persons") ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: The Chase Manhattan Corporation 270 Park Avenue New York, NY 10022 Attention: Anthony J. Horan, Corporate Secretary The Chase Manhattan Bank Global Investor Services 770 Broadway - 10th Floor New York, NY 10011 Attention: Jay H. Berkowitz, Vice President McDonnell Douglas Master Savings Trust c/o The Chase Manhattan Bank, Master Trustee 770 Broadway - 10th Floor New York, NY 10011 Attention: Jay H. Berkowitz, Vice President ITEM 2 (c) CITIZENSHIP: CMC is a corporation organized under the laws of the State of Delaware. Chase is a state banking association organized under the laws of the state of New York. The Plan is governed under the laws of the State of New York, to the extent not pre-empted by the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, Par Value $0.01 Per Share ("Common Stock") ITEM 2 (e) CUSIP NO: 677240103 4 ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the persons filing are: (a) |_| Broker of Dealer registered under Section 15 of the Act. (b) |X| Bank as defined in Section 3(a)(6) of the Act. (c) |_| Insurance company as defined in Section 3(a)(19) of the Act. (d) |_| Investment Company registered under Section 8 of the Investment Company Act. (e) |_| Investment Adviser registered under Section 203 of the Investment Adviser Act of 1940. (f) |X| Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F). (g) |X| Parent Holding Company, Inc. accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7). (h) |_| Group, in accordance with Rule 13d-1(b) (1)(ii)(H). Item 4. Ownership: (a) Amount Beneficially Owned: The Plan and Trust created pursuant thereto beneficially own 2,351,357 shares of Common Stock. (b) Percent of Class: CMC beneficially owns approximately 0%. Chase and the Plan each beneficially own approximately 6.94%. Number of shares as to which the Filing Persons have: (i) sole power to vote or to direct the vote: Chase and CMC have the sole power to vote or to direct the vote of 0 shares of Common Stock. (ii) shared power to vote or to direct the vote: The Plan and Trust created pursuant thereto share the power to vote or to direct the vote of 2,351,357 shares of Common Stock. Chase and CMC share the power to vote or to direct the vote of 0 shares of Common Stock. 5 (iii) sole power to dispose or to direct the disposition of: Chase and CMC have the sole power to dispose or to direct the disposition of 0 shares of Common Stock. (iv) shares power to dispose or to direct the disposition of: The Plan and Trust created pursuant thereto share the power to dispose or to direct the disposition of 2,351,357 shares of commons Stock. Chase and CMC share the power to dispose or to direct the disposition of 0 shares of Common Stock. The 2,351,357 shares of Common Stock are held in the trust created pursuant to the Ohio Casualty Insurance Company Employee Savings Plan Plan Agreement dated September 1, 1989, and as subsequently amended, between Chase as Master Trustee (the "Master Trustee") and Ohio Casualty Corporation, for the benefit of participants in the Plan (the "Plan"). Except as set forth below, the Master Trustee is obligated, under the terms of the Trust and the terms of the Plan, to vote, tender or exchange any Common Stock beneficially owned by the Trust as directed by the participants in the Plan (the "Participants"). For this purpose, each Participant is a named fiduciary with respect to all shares of Common Stock as to which such Participant has the rights of direction with respect to voting, tender, exchange and any other rights appurtenant to such stock. Under the terms of the Trust and the terms of the Plan, the Master Trustee will vote shares of common stock allocated to the accounts of Participants in accordance with the instructions given by such Participants. Unallocated shares of common Stock, together with any allocated shares for which no instructions are received, are voted by the Master Trustee in the same proportion as the allocated shares of Common Stock for which instructions are received. Pursuant to the terms of the Plan, the administrators of the Plan may cause the Master Trustee to dispose of shares of Common Stock under certain limited circumstances. The actions and duties of the Master Trustee under the terms of the Trust and the terms of the Plan, including but not limited to the provisions described above, are subject to the requirements of ERISA. Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: As to CMC, this Schedule is filed pursuant to Rule 13d-1(b)(iii)(G). Chase is a wholly owned subsidiary of CMC. Chase is a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934. Item 8. Identification and classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A 6 ITEM 10 CERTIFICATION: BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSE OR EFFECT. Exhibits Exhibit 1- Joint Filing Agreement between The Chase Manhattan Corporation, The Chase Manhattan Bank and the Ohio Casualty Insurance Company Employee Savings Plan Created Pursuant thereto. SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. THE CHASE MANHATTAN CORPORATION Dated: February 12, 1998 By: /s/ Anthony J. Horan --------------------------- Anthony J. Horan Corporate Secretary THE CHASE MANHATTAN BANK Dated: February 12, 1998 By: /s/Patricia A. Giangrande --------------------------- Patricia A. Giangrande Vice President OHIO CASUALTY INSURANCE COMPANY EMPLOYEE SAVINGS PLAN CREATED PURSUANT THERETO By: THE CHASE MANHATTAN BANK solely in its capacity as Master Trustee of the Trust created pursuant to the Ohio Casualty Insurance Company Employee Savings Plan Agreement Dated: February 12, 1998 By: /s/ Jay H. Berkowitz --------------------------- Jay H. Berkowitz Vice President EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(F) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of this Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Ohio Casualty Company, and further agree that this joint Filling Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned, being duly authorized, hereby execute this Agreement this 12th day of February, 1998. THE CHASE MANHATTAN CORPORATION Dated: February 12, 1998 By: /s/Anthony J. Horan --------------------------- Anthony J. Horan Corporate Secretary THE CHASE MANHATTAN BANK Dated: February 12, 1998 BY: /s/Patricia A. Giangrande --------------------------- Patricia A. Giangrande Vice President OHIO CASUALTY INSURANCE COMPANY EMPLOYEE SAVINGS PLAN CREATED PURSUANT THERETO By: THE CHASE MANHATTAN BANK solely in its capacity as Master Trustee of the Trust created pursuant to the Ohio Casualty Insurance Company Employee Savings Plan Agreement Dated: February 12, 1998 BY: /s/ Jay H. Berkowitz -------------------------- Jay H. Berkowitz Vice President -----END PRIVACY-ENHANCED MESSAGE-----