-----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, FMGanZkSmOk8yFcSRPNusYwWuclz3XfhHD2fMwESJCDYBQZHNswQUDCfC9U8fQ2N KiBkVGDTsAMGiTb+eT9YTg== 0000073952-05-000054.txt : 20050705 0000073952-05-000054.hdr.sgml : 20050704 20050705105652 ACCESSION NUMBER: 0000073952-05-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050630 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: 20050705 DATE AS OF CHANGE: 20050705 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: 05935023 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 f8k7105.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) June 30, 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 Ralph S. Michael III 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. Michael. 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 Form 10-K filed by the Corporation on March 12, 2004. ITEM 5.02. Appointment of Principal Officer - --------- On June 30, 2005, Ohio Casualty Corporation ("the Corporation") issued a press release announcing the appointment of Ralph S. (Mike) Michael III as President and Chief Operating Officer of the Company effective July 25, 2005. Mr. Michael has served as Executive Vice President and Manager of Private Asset Management for U.S. Bank N.A. since 2004 and as President of U.S. Bank, Oregon from 2003 to 2004. Mr. Michael has also held several other positions in the banking industry. In addition, he currently serves as a director of Ohio Casualty Corporation, a position he will resign effective July 25, 2005. In his new position as President and Chief Operating Officer, Mr. Michael will be paid an annual base salary of $435,000. He will receive an option to purchase 42,000 stock options and a restricted share award for 15,000 shares, both to be granted as of the first day of his employment at a fair market value of the shares on such date. Mr. Michael will also receive $130,500 in lieu of the amounts he forfeited under the previous employer's compensation program and an opportunity to participate in the Corporation's Long-Term Incentive Program and Annual Incentive Program, subject to its terms and conditions of both programs. In addition, Mr. Michael will be eligible for payment of certain relocation expenses to be incurred by him, including the commissions to be paid for the sale of his current residence. There is no family relationship between Mr. Michael 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 this Item 5.02 and Item 1.01 above. There are no transactions to which the Corporation or any of its subsidiaries is a party and in which Mr. Michael has a material interest subject to disclosure under Item 404(a) of Regulation S-K. A copy of the press release announcing Mr. Michael'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 June 30, 2005 announcing the appointment of Ralph S. (Mike) Michael III, 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) July 5, 2005 /s/ David L. Santez ---------------------------------- David L. Santez, Assistant Vice President, Associate General Counsel and Assistant Secretary Page 3 of 4 Exhibit Index ------------- Current Report on Form 8-K Dated June 30, 2005 Exhibit No. Description - ---------- ----------- 99 Press release dated June 30, 2005 announcing the appointment of Ralph S. (Mike) Michael III, 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 6/30/05 APPOINTMENT OF RALPH S. MICHAEL III Exhibit 99 Contacts: 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; cell phone: 703-7372 cindy.denney@ocas.com For Immediate Release THE OHIO CASUALTY INSURANCE COMPANY NAMES NEW PRESIDENT AND CHIEF OPERATING OFFICER FAIRFIELD, Ohio, June 30, 2005 --- The Ohio Casualty Insurance Company today announced that Ralph S. (Mike) Michael III, 50, has been named president and chief operating officer of the Company, effective July 25, 2005. Ohio Casualty Corporation (NASDAQ: OCAS) is the holding company of The Ohio Casualty Insurance Company. Mr. Michael comes to Ohio Casualty from U.S. Bank, National Association, where he was executive vice president and manager of Private Asset Management. In addition, Mr. Michael currently serves as a director on the Ohio Casualty Corporation Board of Directors, a position he will resign effective July 25, 2005. "We are extremely pleased that Mike has agreed to take on a new, expanded role with our Company," commented Ohio Casualty Corporation President and CEO Dan Carmichael, CPCU. "As an active board member since April 2002, Mike has been a key contributor by providing excellent counsel and advice and playing an instrumental role in our turnaround efforts. He has specifically contributed as chair of the Finance Committee and as a member of the Audit Committee, providing invaluable expertise and guidance on a number of crucial financial initiatives. He brings to the table a wealth of related financial services industry experience that will serve him well as he oversees our insurance operations. Most notably, he is knowledgeable about the Company, including its management team and many of our key agents; demonstrates outstanding leadership skills; and has an extensive financial services background, including demonstrated experience in managing the sales and marketing of financial products and building strong customer relationships." In addition to his most recent position with U.S. Bank, Mr. Michael also served with that organization as executive vice president and manager of West Commercial Banking and as president of U.S. Bank - Oregon. From 1979 to 2002, he held numerous executive and management positions with PNC Financial Services Group, Pittsburgh, PA. A graduate of Stanford University (CA), where he received a bachelor's degree in economics, Mr. Michael earned his master's degree in business administration from the University of California at Los Angeles (UCLA) Graduate School of Management. Mr. Michael currently serves as a board member of Key Energy Services Inc., Integrated Alarm Services Group Inc., Cincinnati Bengals Inc. and Xavier University (OH). Digital photo available upon request 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(R). 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 $5.8 billion as of March 31, 2005. ### -----END PRIVACY-ENHANCED MESSAGE-----