-----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, HF27FdMxPfQDVNvbY3jdsF4sqAE4Y/rXgmWSziXNEuCd3QEKFMEf3f/QtMDTCn0N 7sEsu5b7TJupUI/NKSUSHw== 0001042046-02-000008.txt : 20020414 0001042046-02-000008.hdr.sgml : 20020414 ACCESSION NUMBER: 0001042046-02-000008 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020206 GROUP MEMBERS: AMERICAN FINANCIAL GROUP, INC. GROUP MEMBERS: CARL H. LINDNER GROUP MEMBERS: CARL H. LINDNER III GROUP MEMBERS: KEITH E. LINDNER GROUP MEMBERS: S. CRAIG LINDNER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LINDNER CARL H ET AL CENTRAL INDEX KEY: 0000943522 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE EAST FOURTH STREET SUITE 919 CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135792540 SUBJECT COMPANY: 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: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33756 FILM NUMBER: 02528761 BUSINESS ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5136032600 MAIL ADDRESS: STREET 1: 9450 SEWARD ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014 SC 13G/A 1 ocas13g.txt OHIO CASUALTY 13-G/A 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. 2) 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, 2001 ---------------------------------------------------------------------- (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: SOLE VOTING POWER - - - 6 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. 9450 Seward Road, Farifield, OH 45014 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 6, 2002 AMERICAN FINANCIAL GROUP, INC. By: Karl J. Grafe -------------------------------- Karl J. Grafe, Assistant General Counsel & Assistant 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 Karl J. Grafe - ------------------------------------ *By Karl J. Grafe, 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 -----END PRIVACY-ENHANCED MESSAGE-----