-----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, Lin0cwpe+DwaR/DlG/Thh6giTOy+p2tQy5hIoMbRg6t8gr/mxMFTWWjQhqkhF7+w MQxtRt3bKO8jImAw7hg0Aw== 0000073952-06-000008.txt : 20060216 0000073952-06-000008.hdr.sgml : 20060216 20060216145159 ACCESSION NUMBER: 0000073952-06-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060216 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 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: 06624883 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 f8kdiv.txt OHIO CASUALTY CORP FORM 8-K ITEMS, 5.02, 8.01, 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) February 16, 2006 ----------------- OHIO CASUALTY CORPORATION (Exact name of registrant as specified in its charter) OHIO 0-05544 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 5.02(d) Election of New Director - --------- On February 16, 2006, Ohio Casualty Corporation ("the Company") issued a press release announcing the appointment of Ronald W. Tysoe to the Board of Directors effective March 15, 2006. Mr. Tysoe has served as Director of Federated Department Stores, Inc. since 1990. He also serves on the Boards of E. W. Scripps Company and Canadian Imperial Bank of Commerce. For serving as a director of the Company through May 16, 2006, Mr. Tysoe will receive a cash retainer of $7,500, a restricted stock award of 250 shares and a stock option to purchase 750 shares of the Company at an exercise price equal to the closing price of the Company's shares on February 16, 2006. There is no family relationship between Mr. Tysoe and any other executive officer or director of the Company, and there is no arrangement or understanding under which he was appointed other than as described in this Item 5.02(d). There are no transactions to which the Corporation or any of its subsidiaries is a party and in which Mr. Tysoe has a material interest subject to disclosure under Item 404(a) of Regulation S-K. The press release announcing Mr. Tysoe's appointment was posted on the Corporation's website at http://www.ocas.com and is attached hereto as Exhibit 99.1 and hereby incorporated by reference. ITEM 8.01. Other Events - --------- On February 16, 2006, Ohio Casualty Corporation (the "Corporation") issued a press release announcing that the directors of the Corporation have declared a quarterly dividend of $.09 cents per share, payable March 10, 2006 to shareholders of record on March 1, 2006. The press release was posted on the Corporation's website at http://www.ocas.com and is attached hereto as Exhibit 99.2 and hereby incorporated by reference. ITEM 9.01. Financial Statements and Exhibits - --------- (c) Exhibits Exhibit No. Description ---------- ----------- 99.1 Press release dated February 16, 2006, announcing the appointment of Ronald W. Tysoe to its Board of Directors and posted on the Corporation's website at http://www.ocas.com. 99.2 Press release dated February 16, 2006, announcing the declaration of quarterly dividend by the 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) February 16, 2006 /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 February 16, 2006 Exhibit No. Description - ---------- ----------- 99.1 Press release dated February 16, 2006 announcing the appointment of Ronald W. Tysoe to its Board of Directors and posted on the Corporation's website at http://www.ocas.com. 99.2 Press release dated February 16, 2006, announcing the declaration of quarterly dividend by the Company and posted on the Corporation's website at http://www.ocas.com Page 4 of 4 EX-99 2 exh99-1.txt PRESS RELEASE 2-16-06 APPOINT DIRECTOR RONALD W. TYSOE Exhibit 99.1 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 Appoints New Director to its Board FAIRFIELD, OHIO, FEBRUARY 16, 2006 -- Ohio Casualty Corporation (NASDAQ: OCAS) has appointed Ronald W. Tysoe, 52, Cincinnati, OH, a member of its Board of Directors, effective March 15, 2006. Mr. Tysoe is Vice Chairman of Federated Department Stores, Inc., a position he has held since April 1990. He served on the Federated Board of Directors from 1988 until May 2005. "Ron brings to the Board a valuable perspective as a successful business executive and seasoned board member," commented Ohio Casualty Corporation President and CEO Dan R. Carmichael, CPCU. "His leadership skills, coupled with his considerable financial background and knowledge, make him a welcome addition to our Board." Mr. Tysoe is a member of the Board of Directors of the E.W. Scripps Company, serving as Chairman of its Audit Committee and as a member of the Compensation Committee. He also is a member of the Board of Directors of Canadian Imperial Bank of Commerce, serving on its Risk Committee. Active in the Cincinnati community, Mr. Tysoe currently serves as Chairman of the Board of Cincinnati Country Day School and as a member of the Cincinnati Zoo Board. A native of Vancouver, Canada, Mr. Tysoe received his bachelor's degree in commerce and bachelor's degree in law from the University of British Columbia. 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 $5.8 billion as of December 31, 2005. ### DIGITAL PHOTO AVAILABLE UPON REQUEST EX-99 3 exh99-2.txt PRESS RELEASE 2-16-06 INCREASE QTLY DIVIDEND Exhibit 99.2 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 (Ofc.) 513-603-2074 Cell: 513-703-7372 cindy.denney@ocas.com For Immediate Release OHIO CASUALTY CORPORATION ANNOUNCES INCREASE IN QUARTERLY DIVIDEND FAIRFIELD, OHIO, FEBRUARY 16, 2006 --- The Directors of Ohio Casualty Corporation (NASDAQ:OCAS) today declared a $.03 increase in the regular quarterly dividend to $.09 per share, payable March 10, 2006, to shareholders of record on March 1, 2006. "We are pleased to be able to increase our quarterly dividend by 50 percent," commented Corporation President and CEO Dan R. Carmichael, CPCU. "This action reflects our positive outlook due to our strong capital position and solid operating performance over the last several years." 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 Groupr. 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 $5.8 billion as of December 31, 2005. ### -----END PRIVACY-ENHANCED MESSAGE-----