-----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, V3pBvdTz9KTeVQZLETu2guHKF5RHtV1lU6KgxT9fi4zWi1BYKvAazCwM6zcPwp5Q zanOLNabsZSjoLUPv1TgXQ== 0000073952-05-000063.txt : 20050818 0000073952-05-000063.hdr.sgml : 20050818 20050818150238 ACCESSION NUMBER: 0000073952-05-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 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: 051035778 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 f8k8-05.txt OHIO CASUALTY CORP FORM 8-K, ITEMS 8.01 AND 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) August 18, 2005 --------------- OHIO CASUALTY CORPORATION (Exact name of registrant as specified in its charter) OHIO 0-5544 31-0783294 (State or other jurisdiction (Commission (IRS Employee 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 August 18, 2005, Ohio Casualty Corporation (the "Corporation") issued a press release announcing that the directors of the Corporation have declared a quarterly dividend of $.06 per share, payable September 12, 2005 to shareholders of record on September 1, 2005. (b) The press release issued on August 18, 2005 also states that the directors of the Corporation have authorized the repurchase of up to four million shares of the Corporation's common shares. Pursuant to the authorization, the Corporation may purchase shares from time to time in the open market or in privately negotiated transactions and the purchases will be funded from available working capital. The press release was posted on the Corporation's website at http://www.ocas.com and is attached hereto as Exhibit 99 and hereby incorporated by reference. ITEM 9.01. Financial Statements and Exhibits. - --------- (c) Exhibits Exhibit No. Description ----------- ----------- 99 Press release dated August 18, 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) August 18, 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 August 18, 2005 Exhibit No. Description - ---------- ----------- 99 Press release dated August 18, 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.txt EXH 99 PRESS RELEASE 8-18-05 (QTR DIVIDEND/SHARE REPURCHASE) Exhibit 99 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 DECLARES DIVIDEND, ANNOUNCES SHARE REPURCHASE PROGRAM FAIRFIELD, Ohio, August 18, 2005 --- Ohio Casualty Corporation (NASDAQ:OCAS) today announced that its Board of Directors declared a regular quarterly dividend of $.06 per share, payable September 12, 2005, to shareholders of record on September 1, 2005. In addition, the Board authorized the repurchase of up to four million shares of the Corporation's common stock, effective immediately. Purchases may be made in the open market or in privately negotiated transactions from time to time and will be funded from available working capital. "We believe that both the newly announced share repurchase program and the dividend declaration, which we resumed last quarter, are positive actions for our shareholders," noted Corporation President and Chief Executive Officer Dan R. Carmichael, CPCU. "These actions by our Board reflect the Corporation's strong capital position, significant financial flexibility and outlook for continued positive operating performance." 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 47th among U.S. property/casualty insurance groups based on net premiums written (Best's Review, July 2005). 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 June 30, 2005. -----END PRIVACY-ENHANCED MESSAGE-----