-----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, SNSHSXC4xtvxkJNmp8pvqjsWMZXt7HMP8c8m2ZB/nNb2AU0lu85LePGwhljBPrs4 swd8wSUWWSd6ZoNxS+Fh7Q== 0000073952-02-000019.txt : 20020530 0000073952-02-000019.hdr.sgml : 20020530 20020530091915 ACCESSION NUMBER: 0000073952-02-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020530 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020530 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: 1934 Act SEC FILE NUMBER: 000-05544 FILM NUMBER: 02665533 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 8-K 1 f8k5-30.txt OHIO CASUALTY CORP FORM 8-K 5-30-02 ============================================================================== 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) May 30, 2002 (May 17, 2002) --------------------------- Commission File Number 0-5544 OHIO CASUALTY CORPORATION (Exact name of registrant as specified in its charter) OHIO (State or other jurisdiction of incorporation or organization) 31-0783294 (I.R.S. Employer Identification No.) 9450 Seward Road, Fairfield, Ohio (Address of principal executive offices) 45014 (Zip Code) (513) 603-2400 (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 May 17, 2002, Ohio Casualty Corporation filed with the Securities and Exchange Commission a Registration Statement on Form S-3 registering its currently outstanding convertible notes due 2022. A copy of the press release issued by Ohio Casualty Corporation on May 17, 2002, announcing the filing of Form S-3 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 May 17, 2002, announcing Ohio Casualty Corporation's filing of Form S-3 related to outstanding convertible notes due 2022. 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) May 30, 2002 /s/ Debra K. Crane --------------------------------------- Debra K. Crane, Senior Vice President, General Counsel and Secretary Page 2 of 3 Pages EXHIBIT INDEX ------------- Current Report on Form 8-K Dated May 30, 2002 Exhibit No. Description - ---------- ----------- 99 Press release dated May 17, 2002, announcing Ohio Casualty Corporation's filing of Form S-3 related to outstanding convertible notes due 2022. Page 3 of 3 Pages EX-99 3 exh99.txt OHIO CASUALTY CORP EXH 99 TO FORM 8-K 5-30-02 Exhibit 99 Analyst contact: Dennis E. McDaniel Vice President and Controller 513-603-2197 dennis.mcdaniel@ocas.com Media contact: Cindy L. Denney Assistant Vice President, Corporate Communications 513-603-2074 (ofc.), 513-703-7372 (cell) cindy.denney@ocas.com For Immediate Release OHIO CASUALTY CORPORATION FILES FORM S-3 RELATED TO OUTSTANDING CONVERTIBLE NOTES DUE 2022 FAIRFIELD, Ohio, - May 17, 2002 - Ohio Casualty Corporation (NASDAQ: OCAS) filed today with the Securities and Exchange Commission a Registration Statement on Form S-3 registering its currently outstanding 5.00% Convertible Notes due March 19, 2002 and the common shares issuable upon conversion of the notes. Theses notes, aggregate principal amount of $201,250,000, are convertible into common shares of Ohio Casualty upon the occurrence of certain conditions at a conversion rate of 44.2112 shares per note which is equal to a conversion price of $22.62 per share. This offering is being made by the securityholders listed in the prospectus which is a part of the registration statement and not by Ohio Casualty. When the registration statement is declared effective, it will cover the resale of the securities by the securityholders listed in the prospectus. Copies of the prospectus, when available, may be obtained by contacting Ohio Casualty Corporation, 9450 Seward Road, Fairfield, Ohio 45014, Attention: General Counsel. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be resold publicly nor may offers from the public to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. -----END PRIVACY-ENHANCED MESSAGE-----