-----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, JhCy1nujUoTGLIfngB9Va5bwbE4SvHbai7M6FKsgWTapNW0Kg1Z4sSBBV/ySgmHC frTXc+fPIGj4cDgdG9ldcg== 0000073952-05-000030.txt : 20050506 0000073952-05-000030.hdr.sgml : 20050506 20050506101531 ACCESSION NUMBER: 0000073952-05-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050504 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050506 DATE AS OF CHANGE: 20050506 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: 05805731 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 f8knotes.txt FORM 8-K ITEMS 8.01, 9.01 CONVERTIBLE NOTES RELEASE ============================================================================== 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) May 4, 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 3 ============================================================================== ITEM 8.01. Other Events - --------- (a) On May 4, 2005, Ohio Casualty Corporation (the "Corporation") issued a press release announcing the expiration and results of redemption of 5.00% Convertible Notes due 2022. The press release was posted on the Corporation's website at http://www.ocas.com and is attached hereto as Exhibits 99.1, and hereby incorporated by reference. ITEM 9.01. Financial Statements and Exhibits. - --------- (c) Exhibits Exhibit No. Description ---------- ----------- 99.1 Press release dated May 4, 2005 issued by Ohio Casualty Corporation and posted on the Corporation's website at http://www.ocas.com. 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 6, 2005 /s/Debra K. Crane --------------------------- Debra K. Crane, Senior Vice President, General Counsel and Secretary Page 2 of 3 Exhibit Index ------------- Current Report on Form 8-K Dated May 4, 2005 Exhibit No. Description - ---------- ----------- 99.1 Press release dated May 4, 2005 issued by Ohio Casualty Corporation and posted on the Corporation's website at http://www.ocas.com. Page 3 of 3 EX-99 2 exh99-1.txt OHIO CASUALTY CORP PRESS RELEASE 5-4-05 CONVERTIBLE NOTES Analyst contact: Dennis E. McDaniel Vice President, Investor Relations 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 ANNOUNCES EXPIRATION AND RESULTS OF REDEMPTION OF 5.00% CONVERTIBLE NOTES DUE 2022 FAIRFIELD, Ohio, May 4, 2005 - Ohio Casualty Corporation (the "Company") (NASDAQ: OCAS) today announced the completion of the redemption of its old 5.00% Convertible Notes due 2022 (CUSIP Nos. 677240AB9 and 677240AC7) (the "Old Notes") and its new 5.00% Convertible Notes due 2022 (CUSIP No. 677240AE3) (the "New Notes", and together with the Old Notes, the "Notes"). Pursuant to the terms of the Indentures between the Company and HSBC Bank USA dated March 25, 2005 (the "New Indenture") and March 19, 2002 (the "Old Indenture"), the Company paid $111.7 million in cash towards redemption of the Notes. The Company expects to deliver approximately 1.3 million common shares to holders who elected to convert their Old Notes. On or about June 15, 2005, the Company also expects to deliver cash and any common shares required by the net share settlement provision of the New Indenture to holders who elected to convert $10.6 million in par value of the New Notes. Separately, the Company repurchased $35.8 million of the Old Notes on April 29, 2005 in unsolicited negotiated transactions prior to the redemption date. About Ohio Casualty Corporation: 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 Groupr. 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). Ohio Casualty Corporation trades on the Nasdaq National Market under the symbol OCAS. Forward-Looking Statement The information above includes forward-looking statements within the meaning of the Securities Act of 1933, as amended and the Securities Act of 1934, as amended. Such forward-looking statements are subject to certain risks and uncertainties, as disclosed by Ohio Casualty from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, Ohio Casualty's actual results may differ materially from those indicated or implied by such forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----