-----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, EZf8u3roYo66/ENYReOyRCT0ssF+S7wkUKvc4U42E/HMr30ydBdI8tGDgi5QsN61 dvBt3BF+Fx4aEQfCfsyu7g== 0000073952-05-000005.txt : 20050114 0000073952-05-000005.hdr.sgml : 20050114 20050114130211 ACCESSION NUMBER: 0000073952-05-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041102 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 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: 05529947 BUSINESS ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5136032400 MAIL ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 8-K 1 f8k1-14.txt OHIO CASUALTY CORP FORM 8-K - ITEMS 1.01, 5.02, 9.01 ============================================================================== UNITED STATES 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) January 11, 2005 ---------------- OHIO CASUALTY CORPORATION (Exact name of registrant as specified in its charter) OHIO 0-5544 31-0783294 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 9450 Seward Road, Fairfield, Ohio 45014 (Address of principal executive offices) (Zip Code) (513) 603-2400 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Page 1 of 4 ============================================================================== ITEM 1.01. Entry into a Material Definitive Agreement - --------- In connection with the appointment of Michael E. Sullivan described in Item 5.02 below and incorporated by reference into this Item 1.01, Ohio Casualty Corporation (the "Corporation") will enter into a Change in Control agreement (the "Change in Control Agreement") with Mr. Sullivan. This Change in Control Agreement will be substantially in the form of the Amended Change in Control Agreement filed as exhibit 1(e) to the 2003 Form 10-K filed by the Corporation on March 12, 2004. ITEM 5.02. Appointment of Principal Officer - --------- On January 11, 2005, Ohio Casualty Corporation ("the Corporation") issued a press release announcing the appointment of Mr. Sullivan as Senior Vice President of The Ohio Casualty Insurance Company. Mr. Sullivan, who is 41, has served as Vice President of the Commercial Lines Division of The Ohio Casualty Insurance Company since December 2001. Prior to that time, Mr. Sullivan held several positions in the insurance industry, including divisional Vice President of the Great American Insurance Company. There is no family relationship between Mr. Sullivan and any other executive officer or director of the Corporation, and there is no arrangement or understanding under which he was appointed other than as described in Item 1.01. There are no transactions to which the Corporation or any of its subsidiaries is a party and in which Mr. Sullivan has a material interest subject to disclosure under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Sullivan's appointment is attached as Exhibit 99 and hereby incorporated by reference into this Item 5.02. ITEM 9.01. Financial Statements and Exhibits - --------- (c) Exhibits Exhibit No. Description ----------- ----------- 99 Press release dated January 11, 2005, announcing the appointment of Michael E. Sullivan as Senior Vice President of The Ohio Casualty Insurance Company, and posted on the Corporation's website at http://www.ocas.com. ------------------- Page 2 of 4 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) January 14, 2005 /s/Debra K. Crane -------------------------- Debra K. Crane, Senior Vice President, General Counsel and Secretary Page 3 of 4 Exhibit Index ------------- Current Report on Form 8-K Dated January 11, 2005 Exhibit No. Description - ---------- ----------- 99 Press release dated January 11, 2005, announcing the appointment of Michael E. Sullivan as Senior Vice President of The Ohio Casualty Insurance Company, and posted on the Corporation's website at http://www.ocas.com. ------------------- Page 4 of 4 EX-99 2 exh99.txt EXH 99 - PRESS RELEASE - MIKE SULLIVAN APPOINTMENT Exhibit 99 Contacts: Analyst contact: Dennis E. McDaniel Vice President, Strategic Planning and Investor Relations 513-603-2197 dennis.mcdaniel@ocas.com Media contact: Cindy L. Denney Assistant Vice President, Corporate Communications 513-603-2074; cell phone: 703-7372 cindy.denney@ocas.com For Immediate Release THE OHIO CASUALTY INSURANCE COMPANY NAMES NEW LEADER OF COMMERCIAL LINES DIVISION FAIRFIELD, Ohio, January 11, 2005 --- The Ohio Casualty Insurance Company today announced that Michael (Mike) E. Sullivan, 41, has been named Senior Vice President of the Commercial Lines Division, effective immediately. Ohio Casualty Corporation (NASDAQ: OCAS) is the holding company of The Ohio Casualty Insurance Company. Mr. Sullivan has served as Vice President of the Commercial Lines Division since 2001. Prior to that time, he held several positions in the insurance industry, including serving as divisional Senior Vice President for the Great American Insurance Company. A graduate of Virginia Tech, Mr. Sullivan received an MBA from Duke University. "I am pleased to have Mike join our senior management team," commented President of Insurance Operations Elizabeth M. Riczko, FCAS, MAAA, CPCU. "He has been a key contributor to the operation of our Commercial Lines Division for the past several years. His familiarity with the division and excellent blend of industry experience and strategic business skills will help the Commercial Lines Division achieve its objectives." Mr. Sullivan succeeds former Commercial Lines Division leader Jeffrey Haniewich, who left the Company in September 2004. Corporate Profile Ohio Casualty Corporation is the holding company of The Ohio Casualty Insurance Company, which is one of six property-casualty subsidiary companies that make up Ohio Casualty Group. The Ohio Casualty Insurance Company was founded in 1919 and is licensed in 49 states. Ohio Casualty Group is ranked 48th among U.S. property/casualty insurance groups based on net premiums written (Best's Review, July 2004). The Group's member companies write auto, home and business insurance. Ohio Casualty Corporation trades on the NASDAQ Stock Market under the symbol OCAS and had assets of approximately $5.7 billion as of September 30, 2004. -----END PRIVACY-ENHANCED MESSAGE-----