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): October 28, 2004
(September 3, 2004)
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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Not Applicable
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(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 14a-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))
SECTION 8. OTHER EVENTS
ITEM 8.01. OTHER EVENTS.
Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934
provides an affirmative defense to insider trading liability if a person adopts
a written plan for trading securities of an issuer when that that person is not
aware of material nonpublic information concerning such issuer.
On September 3, 2004, John R. Lowther, an executive officer and a
director of State Auto Financial Corporation ("STFC"), entered into a written
individual sales plan complying with Rule 10b5-1(c) for trading securities of
STFC. Under such sales plan, specified amounts of STFC's securities may be sold
by a third-party broker on a quarterly basis, provided, however, that a
specified trading price is achieved. The sales plan expires upon the earlier of
July 1, 2005, or the sale of all the securities covered by the sales plan,
subject to Mr. Lowther's right to terminate the sales plan upon notice to the
third-party broker.
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
Date: October 28, 2004 By /s/ Steven J. Johnston
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Steven J. Johnston
Treasurer and Chief Financial Officer