-----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, Ns7WKDSJ2cVmLhjIowvbMcBMfamjbkwKv9HDOsQIs1M+TxGiXHffozUYSezIVkMR zIycCM0yk7FsSZI6vrZM5g== 0000073952-07-000026.txt : 20070820 0000073952-07-000026.hdr.sgml : 20070820 20070820132410 ACCESSION NUMBER: 0000073952-07-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070820 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 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: 071067234 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 f8k8-20.txt OHIO CASUALTY CORP FORM 8-K, ITEMS 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) August 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 8.01. Other Events - --------- On August 20, 2007, Liberty Mutual Group and the Ohio Casualty Corporation (the "Corporation") issued a press release to announce that Liberty Mutual Group has received approvals from the State of Ohio Department of Insurance and the State of Indiana Department of Insurance for the acquisition by Liberty Mutual Insurance Company of the Corporation. The parties expect to close the acquisition on Friday, August 24, 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 ---------- ----------- 99 Press release dated August 20, 2007, announcing the approval for the acquisition by Liberty Mutual Insurance Company of 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 20, 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 20, 2007 Exhibit No. Description - ---------- ----------- 99 Press release dated August 20, 2007, announcing the approval for the acquisition by Liberty Mutual Insurance Company of the Corporation and posted on the Corporation's website at http://www.ocas.com. ------------------- Page 3 of 3 EX-99 2 exh99.txt OHIO CASUALTY CORP PRESS RELEASE LIBERTY MUTUTAL INS DEPT APPROVALS FOR ACQUISITION 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 Liberty contact: John Cusolito 617-574-5512 For Immediate Release - --------------------- LIBERTY MUTUAL GROUP RECEIVES INSURANCE REGULATORY APPROVALS FOR ACQUISITION OF OHIO CASUALTY CORPORATION BOSTON, MASS. AND FAIRFIELD, OHIO - AUGUST 20, 2007 - Liberty Mutual Group and Ohio Casualty Corporation (NASDAQ: OCAS) today announced that Liberty Mutual Group has received approvals from the State of Ohio Department of Insurance and the State of Indiana Department of Insurance for the acquisition by Liberty Mutual Insurance Company of Ohio Casualty Corporation. The parties expect to close the acquisition on Friday, August 24, 2007. About Liberty Mutual Group Boston-based Liberty Mutual Group is a diversified global insurer and sixth largest property and casualty insurer in the U.S. based on 2006 direct written premium. The Company also ranks 95th on the Fortune 500 list of largest corporations in the U.S. based on 2006 revenue. As of December 31, 2006, Liberty Mutual Group had $85.5 billion in consolidated assets, $74.6 billion in consolidated liabilities, and $23.5 billion in annual consolidated revenue. Liberty Mutual Group offers a wide range of insurance products and services, including personal automobile, homeowners, workers compensation, commercial multiple peril, commercial automobile, general liability, global specialty, group disability, assumed reinsurance, fire and surety. Liberty Mutual Group (www.libertymutual.com) employs over 39,000 people in more than 900 offices throughout the world. About Ohio Casualty Corporation 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 the Ohio Casualty Group, collectively referred to as the 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. Ohio Casualty Group is the marketing brand for our six property/casualty insurance companies, which are licensed to write auto, home and business insurance. Policies are written through the independent agency system. The oldest company, The Ohio Casualty Insurance Company, was founded in 1919. Rated A (Excellent) for financial strength by the A.M. Best Company, Inc., the Group has written premiums of approximately $1.42 billion as of Dec. 31, 2006. OCG products are marketed through approximately 3,400 independent agencies. Cautionary Notice Regarding Forward Looking Statements Certain statements in this press release contain forward-looking statements, including statements relating to results of operations. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management's judgment, beliefs, current trends and market conditions. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in any forward-looking statement. Forward-looking statements made by Liberty Mutual Group or Ohio Casualty Corporation may be identified by the use of words such as "will," "expects," "intends," "plans," "anticipates," "believes," "seeks," "estimates," and similar expressions. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document. For a further discussion of these and other risks and uncertainties affecting Liberty Mutual, see Liberty Mutual's website at www.libertymutual.com/investors. For a further discussion of these and other risks and uncertainties affecting Ohio Casualty Corporation, see the "Risk Factors" section in Ohio Casualty Corporation's most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission. Ohio Casualty Corporation and Liberty Mutual Group undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements. ### -----END PRIVACY-ENHANCED MESSAGE-----