SC 13G 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1) Ohio Casualty Corporation ------------------------------------------------------------------- (Name of Issuer) Common Stock, $.125 par value ------------------------------------------------------------------- (Title of Class of Securities) 677240103 ------------------------------------------------------------------- (CUSIP Number) James C. Kennedy, Esq. One East Fourth Street Cincinnati, Ohio 45202 (513) 579-2538 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2000 ---------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / X / Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) Page 1 of 6 Pages CUSIP NO. 677240103 13G Page 2 of 6 Pages Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS American Financial Group, Inc. 31-1544320 Carl H. Lindner Carl H. Lindner III S. Craig Lindner Keith E. Lindner 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio Corporation United States Citizens 5 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 6 SOLE VOTING POWER - - - SHARED VOTING POWER - - - 7 SOLE DISPOSITIVE POWER - - - 8 SHARED DISPOSITIVE POWER 6,000,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,000,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.1% 12 TYPE OF REPORTING PERSON* CO IN CUSIP NO. 677240103 13G Page 3 of 6 Pages Item 1(a). Name of Issuer. Ohio Casualty Corporation Item 1(b). Address of Issuer's Principal Executive Office. 136 North Third Street, Hamilton, Ohio 45025. Item 2(a). Name of Person Filing. American Financial Group, Inc. Carl H. Lindner Carl H. Lindner III S. Craig Lindner Keith E. Lindner Item 2(b). Address of Principal Business Office or, if None, Residence. One East Fourth Street, Cincinnati, Ohio 45202 Item 2(c). Citizenship. Ohio Corporation United States Citizens Item 2(d). Title of Class of Securities. Common Stock, $.125 par value Item 2(e). Cusip Number. 677240103 Item 3. This statement is filed pursuant to Rule 13d-1(b). Item 4. Ownership. (a) Amount Beneficially Owned: 6,000,000 (b) Percentage of Class: 9.1% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: none (ii) Shared power to vote or direct the vote: none (iii) Sole power to dispose or direct the disposition of: none (iv) Shared power to dispose or direct the disposition of: 6,000,000 CUSIP NO. 677240103 13G Page 4 of 6 Pages The beneficial ownership above represents American Financial's ownership of an Ohio Casualty Corporation Warrant expiring on 11/30/03 to purchase 6,000,000 shares of Ohio Casualty Corporation Common Stock. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best knowledge and belief of the undersigned, it is hereby certified that the information set forth in this statement is true, complete and correct. Dated: February 5, 2001 AMERICAN FINANCIAL GROUP, INC. By: James C. Kennedy ------------------------------------------- James C. Kennedy, Vice President Deputy General Counsel and Secretary AMERICAN FINANCIAL CORPORATION By: James C. Kennedy ------------------------------------------- James C. Kennedy, Vice President, Deputy General Counsel and Secretary Carl H. Lindner* -------------------------------------- Carl H. Lindner Carl H. Lindner III* -------------------------------------- Carl H. Lindner III S. Craig Lindner* -------------------------------------- S. Craig Lindner Keith E. Lindner* -------------------------------------- Keith E. Lindner James C. Kennedy ------------------------------------ *By James C. Kennedy, Attorney-in-Fact CUSIP NO. 677240103 13G Page 5 of 6 Pages POWERS OF ATTORNEY I, Carl H. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner ----------------------- Carl H. Lindner I, Carl H. Lindner III, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Carl H. Lindner III ----------------------- Carl H. Lindner III I, S. Craig Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ S. Craig Lindner ----------------------- S. Craig Lindner CUSIP NO. 677240103 13G Page 6 of 6 Pages I, Keith E. Lindner, do hereby appoint James C. Kennedy and Karl J. Grafe, or either of them, as my true and lawful attorneys-in-fact to sign on my behalf individually and as Chairman of the Board of Directors and Chief Executive Officer of American Financial Group, Inc. or as a director or executive officer of any of its subsidiaries and to file with the Securities and Exchange Commission any schedules or other filings or amendments thereto made by me or on behalf of American Financial Group, Inc. or any of its subsidiaries pursuant to Sections 13(d), 13(f), 13(g), 14(d) or 16(a) of the Securities and Exchange Act of 1934, as amended. IN WITNESS WHEREOF, I have hereunto set my hand at Cincinnati, Ohio as of the 5th day of November, 1997. /s/ Keith E. Lindner ----------------------- Keith E. Lindner