-----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, B1SSb/oX4ZaBZ9koJc26hOErmgmd7e0KIliFTJoerwVk5ej+kK+s7HB9+Ph54yIS RFxyu87p5jKOPYZhsABdpg== 0000073952-07-000006.txt : 20070223 0000073952-07-000006.hdr.sgml : 20070223 20070223160805 ACCESSION NUMBER: 0000073952-07-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070220 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070223 DATE AS OF CHANGE: 20070223 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: 07645871 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 f8k.txt FORM 8-K, ITEMS 1.01, 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 20, 2007 ----------------- 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 3 ============================================================================== ITEM 1.01. Entry into a Material Definitive Agreement - ---------- On February 20, 2007, the Board of Directors of the Ohio Casualty Corporation (the "Corporation") approved the 2007 Officer Long-Term Incentive award which includes performance based stock units and cash for the performance period beginning January 1, 2007 and ending December 31, 2009. The payout under this award is based on a combination of two measures. The payout will first be calculated based on return on equity with subsequent adjustment up or down based on the Corporation's total shareholder return during the performance period compared to the total shareholder returns of a pre-determined group of industry peers for the same period. Included as Exhibit 10.1 and incorporated by reference to this Item 1.01 is the schedule of the potential payouts under the 2007 Officer Long-Term Incentive Award for executive officers of the Corporation. The form of agreement for the 2007 Long-Term Incentive Award will be filed once available as an amendment to this Form 8-K. ITEM 8.01. Other Events - ---------- On February 20, 2007, the Corporation issued a press release announcing that the directors of the Corporation have declared a $0.04 increase in the regular dividend to $0.13 per share, payable March 12, 2007 to shareholders of record on March 1, 2007. 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 ----------- ----------- 10.1 Schedule of potential payouts under the 2007 Officer Long-Term Incentive Award for executive officers of the Corporation 99 Press release dated February 20, 2007, announcing an increase in the regular dividend by the 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) February 23, 2007 /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 February 20, 2007 Exhibit No. Description - ----------- ----------- 10.1 Schedule of potential payouts under the 2007 Officer Long- Term Incentive Award for executive officers of the Corporation 99 Press release dated February 20, 2007, announcing an increase in the regular dividend by the Corporation and posted on the Corporation's website at http://www.ocas.com Page 3 or 3 EX-10 2 exh10-1.txt OHIO CASUALTY CORP SCHEDULE OF POTENTIAL PAYOUTS 2007 OFFICER LTI AWARD Exhibit 10.1
OHIO CASUALTY CORPORATION 2007 OFFICER LONG-TERM INCENTIVE AWARD SCHEDULE OF POTENTIAL PAYOUTS FOR PERFORMANCE PERIOD BEGINNING JANUARY 1, 2007 THROUGH DECEMBER 31, 2009 THRESHOLD TARGET MAXIMUM JOB TITLE VALUE VALUE VALUE Dan R. Carmichael, President and Chief Executive Officer $236,250 $1,575,000 $4,725,000 Ralph S. Michael, III, President & Chief Operating Officer $84,857 $565,712 $1,697,136 Michael A. Winner, Executive Vice President and Chief Financial Officer $45,098 $300,655 $901,965 Debra K. Crane, Senior Vice President, General Counsel and Secretary $22,470 $149,800 $449,400 Paul J. Gerard, Senior Vice President, Investments $16,122 $107,478 $322,434 Lynn C. Schoel, Senior Vice President, Human Resources $14,394 $95,963 $287,889 Keith A. Cheesman, Vice President and Controller $9,996 $66,641 $199,923
EX-99 3 exh99.txt OHIO CASUALTY CORP INCREASE IN QUARTERLY DIVIDEND 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 (Ofc.) 513-603-2074 Cell: 513-703-7372 cindy.denney@ocas.com For Immediate Release OHIO CASUALTY CORPORATION ANNOUNCES INCREASE IN DIVIDEND FAIRFIELD, Ohio, February 20, 2007--- The Directors of Ohio Casualty Corporation (NASDAQ: OCAS) today declared a $0.04 increase in the regular dividend to $0.13 per share, payable March 12, 2007, to shareholders of record on March 1, 2007. "We are pleased to significantly increase our dividend for the second year in a row," commented Corporation President and Chief Executive Officer Dan R. Carmichael, CPCU. "This action is reflective of our excellent results for the last three years." Corporate Profile Ohio Casualty Corporation is the holding company of The Ohio Casualty Insurance Company, which is one of six property-casualty insurance companies that make up Ohio Casualty Group, collectively referred to as Consolidated Corporation. The Ohio Casualty Insurance Company was founded in 1919 and is licensed in 49 states. Ohio Casualty Group is ranked 50th among U.S. property/casualty insurance groups based on net premiums written (Best's Review, July 2006). 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 December 31, 2006. ### -----END PRIVACY-ENHANCED MESSAGE-----