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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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(Name of Issuer)
Common Stock, $.125 par value
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(Title of Class of Securities)
677240103
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(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2000
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(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
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James C. Kennedy, Vice President
Deputy General Counsel and
Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
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James C. Kennedy, Vice President,
Deputy General Counsel and
Secretary
Carl H. Lindner*
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Carl H. Lindner
Carl H. Lindner III*
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Carl H. Lindner III
S. Craig Lindner*
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S. Craig Lindner
Keith E. Lindner*
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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
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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
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Keith E. Lindner