-----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, H90KjTRv5SYR2DZ+thFr7vaMWzaqE1uc+YUhOHiMAY4v1GniGgamyAuuz0ZBlT/w pKVJPJjfxH2JefZRJyLeCQ== 0000073952-07-000023.txt : 20070808 0000073952-07-000023.hdr.sgml : 20070808 20070808124049 ACCESSION NUMBER: 0000073952-07-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070808 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070808 DATE AS OF CHANGE: 20070808 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: 071034570 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 f8k0808.txt FORM 8-K TO REPORT ABOUT SPECIAL SHAREHOLDER MEETING ============================================================================== 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 8, 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 8.01. Other Events - ---------- On August 8, 2007, the Ohio Casualty Corporation (the "Corporation") issued a press release to announce that at the special meeting held on August 8, 2007, shareholders of the Corporation approved the adoption of the Agreement and Plan of Merger dated May 6, 2007 among Liberty Mutual Insurance Company, Waterfall Merger Corp. and the Corporation with a final vote of: For 47,006,023 Against 579,874 Abstain 73,120 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 8, 2007, announcing the adoption of the Agreement and Plan of Merger dated May 6, 2007 among Liberty Mutual Insurance Company, Waterfall Merger Corp. and 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) August 8, 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 August 8, 2007 Exhibit No. Description - ----------- ----------- 99 Press release dated August 8, 2007, announcing the adoption of the Agreement and Plan of Merger dated May 6, 2007 among Liberty Mutual Insurance Company, Waterfall Merger Corp. and the Corporation and posted on the Corporation's website at http://www.ocas.com. Page 3 of 3 EX-99 2 exh99.txt PRESS RELEASE ABOUT SPECIAL SHAREHOLDER MEETING 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 DECLARES REGULAR DIVIDEND FAIRFIELD, Ohio, August 8, 2007 --- The shareholders of Ohio Casualty Corporation (NASDAQ: OCAS) today approved a proposal to adopt the Agreement and Plan of Merger dated May 6, 2007 among Liberty Mutual Insurance Company, Waterfall Merger Corp. and Ohio Casualty Corporation. The proposed transaction is also subject to approval from the Departments of Insurance in the states of Indiana and Ohio. Following these approvals, it is anticipated that the transaction will close during the third quarter 2007. 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 2007). 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, 2007. ### -----END PRIVACY-ENHANCED MESSAGE-----