-----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, A+vLSdPqoSfgujT+rABImje45z9FGCrIxzKuMvOoPxpl7W3y3JLy0fhd/jFImCEG 9VVOkK08DC8ahypPCj+Q4w== 0000073952-00-000004.txt : 20000225 0000073952-00-000004.hdr.sgml : 20000225 ACCESSION NUMBER: 0000073952-00-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000224 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-05544 FILM NUMBER: 552494 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 8-K 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 17, 2000 ----------------- Commission File Number 0-5544 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 (Address of principal executive offices) (Zip Code) (513) 867-3000 (Registrant's telephone number) Not Applicable (Former name or former address, if changed since last report) Exhibit Index - Page 3 Page 1 of 3 Pages ============================================================================== ITEM 5. Other Events - ------ ------------ On February 17, 2000, Ohio Casualty Corporation (the "Corporation") announced that Lauren N. Patch resigned as President and Chief Executive Officer of the Corporation, effective February 17, 2000. He also resigned as President and Chief Executive Officer of all the subsidiary companies of the Corporation effective on the same day. William L. Woodall was named President and Chief Executive Officer of the Corporation, effectively February 17, 2000. He will also succeed Joseph L. Marcum as Chairman of the Board, effective April 26, 2000. A copy of the press release issued by Ohio Casualty Corporation on February 17, 2000, concerning this change in its executive leadership is attached hereto as Exhibit 99 and is incorporated herein by reference. ITEM 7. Financial Statements and Exhibits - ------ --------------------------------- Exhibit No. Description ---------- ----------- 99 Press release dated February 17, 2000, announcing the resignation of Lauren N. Patch and appointment of William L. Woodall as President and Chief Executive Officer. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OHIO CASUALTY CORPORATION ------------------------- (Registrant) February 24, 2000 /s/ Barry S. Porter ----------------------------- Barry S. Porter, CFO/Treasurer (on behalf of Registrant and as Principal Accounting Officer) Page 2 of 3 Pages EXHIBIT INDEX ------------- Current Report on Form 8-K Dated February 17, 2000 OHIO CASUALTY CORPORATION Exhibit No. Description - ---------- ----------- 99 Press release dated February 17, 2000, announcing the resignation of Lauren N. Patch and appointment of William L. Woodall as President and Chief Executive Officer. Page 3 of 3 Pages EX-99 2 EXHIBIT 99 TO FORM 8-K OHIO CASUALTY CORPORATION PRESS RELEASE EXHIBIT 99 Contact: Analyst contact: Dale A. Thatcher Chief Accounting Officer 513-603-2244 dale.thatcher@ocas.com Media contact: Cindy L. Denney Assistant Vice President, Corporation Communications 513-603-2074 (ofc.), 513-703-7372 (cell) cindy.denney@ocas.com FOR IMMEDIATE RELEASE Ohio Casualty Corporation Announces Changes in Top Management FAIRFIELD, OHIO -- FEBRUARY, 17, 2000 - Ohio Casualty Corporation (NASDAQ: OCAS) has announced the following changes in its senior management: Lauren N. Patch has resigned as president and chief executive officer and from the Corporation's Board of Directors, effective immediately. Mr. Patch is leaving the company to pursue other business opportunities. William L. Woodall, CPCU, current vice chairman of the board and former president of the Corporation, has been named president and chief executive officer, effective immediately. He also has been appointed by the Board of Directors as chairman of the board. The appointment will take effect during the Board's organizational meeting, which follows the Corporation's Annual Shareholders Meeting on April 26, 2000. Mr. Woodall succeeds current Chairman of the Board Joseph L. Marcum, CPCU, who is not standing for re-election to the Board due to the Board's mandatory retirement policy. 1 Mr. Marcum's term expires after his last official duty in chairing the Shareholders Meeting. Mr. Woodall and Mr. Marcum praised Mr. Patch for his contributions to the Corporation. "Lauren has led the Company during an extremely challenging period for the property and casualty insurance industry. We appreciate his many years of dedicated service and wish him well in his future endeavors." A graduate of Miami University (Ohio), Mr. Woodall has been associated with the Corporation since 1947, when he joined The Ohio Casualty Insurance Co. as an auto underwriter in its Home Office in Hamilton. Bringing with him several years of agency experience, he advanced in the underwriting career path, holding positions as underwriter in the fire and casualty area and as field representative for the Des Moines and Indianapolis offices. In 1965, he was named branch manager of the Indianapolis Branch Office. Mr. Woodall joined the Executive Department of the Corporation in 1968 as an assistant vice president, subsequently holding the positions of vice president, secretary and senior vice president. He was named executive vice president and secretary in 1986 and was appointed to the Board of Directors that same year. Mr. Woodall was appointed president and chief operating officer in 1988, maintaining that role until his retirement from active employment in 1991. Since 1991, he has maintained his active role on the Board of Directors. A former board member of the Insurance Services Office (ISO), Mr. Woodall holds the Chartered Property Casualty Underwriter (CPCU) designation. He brings to the position a strong background in achieving excellent underwriting results. Corporate profile Ohio Casualty Corporation is the holding company of The Ohio Casualty Insurance Company, which is one of six property-casualty companies that make up Ohio Casualty Group. Ohio Casualty Group is among the top 40 property and casualty insurance groups in the country, offering businesses and individuals a range of property-casualty products. The Group is active in more than 40 states, operates primarily through the independent agency system, and has written premiums of $1.6 billion. Ohio Casualty Corporation trades on the NASDAQ Stock Market under the symbol OCAS. Ohio Casualty Corporation has assets of more than $5 billion. -30- Ohio Casualty Corporation publishes forward-looking statements relating to such matters as anticipated financial performance, business prospects and plans, regulatory developments and similar matters. The statements contained in this news release that are 2 not historical information, are forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor under The Securities Act of 1933 and The Securities Exchange Act of 1934 for forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Corporation's business and the results of the acquisition described herein, include the following: changes in property and casualty reserves; catastrophe losses; premium and investment growth; product pricing environment; availability of credit; changes in government regulation; performance of financial markets; fluctuations in interest rates; availability and pricing of reinsurance; litigation and administrative proceedings; Year 2000 issues; ability of Ohio Casualty to integrate the acquired business and to retain the acquired insurance business; and general economic and market conditions. 3 -----END PRIVACY-ENHANCED MESSAGE-----