-----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, BNmacgfbb0qciPrQGKSliOznooeaD294EwHx0Q/XIlaBzU/Vi6vM6rCXmLGzoFsT pqh/wWgfE4JIbqgVoD433Q== 0001125282-01-000468.txt : 20010214 0001125282-01-000468.hdr.sgml : 20010214 ACCESSION NUMBER: 0001125282-01-000468 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 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: 1536088 BUSINESS ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5136032600 MAIL ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO 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 STREET 2: 39TH FL 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: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 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 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under Information Statement Pursuant to Rules 13d-1 and 13d-2 Under The Securities Exchange Act of 1934 (Amendment No.1) Ohio Casualty Corporation - -------------------------------------------------------------------------------- (Name Of Issuer) Common Par - -------------------------------------------------------------------------------- (Title of Class of Securities) 677240103 ------------------------------ (Cusip Number) (Continued on the following page(s)) Page 1 of 6 Pages CUSIP NO. 677240103 13G Page 2 of 6 Pages - -------------------------------------------------------------------------------- Ohio Casualty Corporation - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. The Chase Manhattan Bank - CMB SS # 13-4494650 as Trustee for Ohio Casualty Insurance Company Employees Retirement Plan SS # 13-6021341 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION The Chase Manhattan Bank - New York - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 ----------------------------------------------------- NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY Plan: 4,253,503 OWNED BY EACH ----------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER Plan: 4,253,503 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Plan: 4,253,503 - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Plan: 7.08% - -------------------------------------------------------------------------------- 12 TYPE OF PERSON REPORTING* CMB - BK Plan - ESOP - -------------------------------------------------------------------------------- * SEE INSTRUCTION BEFORE FILLING OUT! Ohio Casualty Corporation Item 1(a). Name of Issuer: Ohio Casualty Corporation Item 1(b). Address of Issuer's: 136 North Third Street Hamilton, OH 45025 Offices
Item 2(a). Name of Person Filing: This notice is filed by The Chase Manhattan Bank (CMB) as Trustee for Ohio Casualty Insurance Company Employees Retirement Plan (the Plan) and Trust created pursuant thereto (collectively, the Filing Persons)" Item 2(b). Address of Principal Business Office: CMB: 270 Park Avenue New York, NY 10017 Plan: Ohio Casualty Insurance Company Employees Retirement Plan Trust c/o The Chase Manhattan Bank Item 2(c). Citizenship: CMB - New York Item 2(d). Title of Class of Securities: Common Par Item 2(e). CUSIP Number: 677240103
Page 3 of 6 Ohio Casualty Corporation Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or 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 Advisers 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 Section 240.13d-1(b)(1)(ii)(F)]. (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G). (h) [ ] Group, in accordance with Section 240.13d-1(ii)(H). Item 4. Ownership: (a) Amount Beneficially Owned: As of December 31, 2000, the Plan and Trust created pursuant thereto beneficially own 4,253,503 shares of Common Stock. (b) Percent of Class: Plan: 7.08% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: The Plan Trust created pursuant thereto share the power to vote of 4,253,503 shares of Common Stock. Page 4 of 6 Ohio Casualty Corporation (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: The Plan and Trust created pursuant thereto share the power to dispose or direct the disposition of 4,253,503 shares of Common Stock. The 4,253,503 shares of Common Stock are held in the Trust created pursuant to the Ohio Casualty Insurance Company Employees Retirement Plan Agreement dated September, 1,1989 (and as subsequently amended on July 31, 1998) between the Chase Manhattan Bank, as the Master Trustee (the Master Trustee), and Ohio Casualty Corporation for the benefit of Participants in the Plan (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 and Common Stock beneficially owned by the Trust as directed by 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 on 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: Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Holds the Security Being Reported on by the Parent Holding Company: Not applicable Item 8. Identification and Classification of Members of this Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Page 5 of 6 Ohio Casualty Corporation 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 did 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. Signature: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2001 The Chase Manhattan Bank /S/ Maureen Galante - ------------------------- Maureen Galante Trust Compliance Officer Page 6 of 6 -----END PRIVACY-ENHANCED MESSAGE-----