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): September 2, 2003
State Auto Financial Corporation
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(Exact name of registrant as specified in its charter)
Ohio 0-19289 31-1324304
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(State or other jurisdiction Commission IRS-Employer
of incorporation) File Number Identification No.)
518 East Broad Street, Columbus, Ohio 43215-3976
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (614) 464-5000
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
1. On September 2, 2003, State Auto Financial Corporation ("STFC") filed with
the Securities and Exchange Commission ("SEC") a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to a proposed tender offer announced in
a filing with the SEC made on August 20, 2003 by State Auto Financial
Acquisition Corporation ("Offeror"), which is an Illinois corporation wholly
owned by Gregory M. Shepard ("Shepard"), unaffiliated with SFTC, to purchase
8,000,000 of the outstanding Shares at a price of $32.00 per Share, net to the
seller in cash, without interest (the "Tender Offer").
SHAREHOLDERS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT, AS IT
MAY BE AMENDED FROM TIME TO TIME, BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors can obtain a free copy of the Solicitation/Recommendation Statement
and other materials filed by STFC with the Securities and Exchange Commission at
the SEC's web site at http://www.sec.gov.
2. Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference is a press release issued by STFC on September 2, 2003
announcing the STFC Board of Directors recommendation that STFC shareholders
reject the proposed Tender Offer, if commenced, and not tender their shares to
Offeror pursuant to the proposed Tender Offer.
3. Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference is a letter dated September 2, 2003, from Robert H. Moone,
Chairman and Chief Executive Officer of State Automobile Mutual Insurance
Company, which is the holder of approximately 67% of the outstanding common
shares of STFC, to Shepard.
4. Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated
herein by reference is a letter dated September 2, 2003, from Robert H. Moone,
Chairman and Chief Executive Officer of STFC to Shepard.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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99.1 Press release issued by STFC on September 2, 2003
99.2 Letter dated September 2, 2003, from Robert H. Moone,
Chairman and Chief Executive Officer of STFC, to
Gregory M. Shepard
99.3 Letter dated September 2, 2003, from Robert H. Moone,
Chairman and Chief Executive Officer of State
Automobile Mutual Insurance Company, to Gregory M.
Shepard
SIGNATURES
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 hereunto duly authorized.
STATE AUTO FINANCIAL CORPORATION
Dated: September 2, 2003 By /s/ John R. Lowther
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John R. Lowther
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued by STFC on September 2, 2003
99.2 Letter dated September 2, 2003, from Robert H. Moone, Chairman
and Chief Executive Officer of STFC, to Gregory M. Shepard
99.3 Letter dated September 2, 2003, from Robert H. Moone, Chairman
and Chief Executive Officer of State Automobile Mutual Insurance
Company, to Gregory M. Shepard