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): January 12, 2005
(January 14, 2005)
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 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
State Auto Financial Corporation ("STFC") is filing this Form 8-K to
disclose the entry into of the agreement described below by certain of its
insurance subsidiaries. In a Form 8-K filed on November 12, 2004, STFC included
a press release announcing the approval of this agreement by its Board of
Directors, but noting that the agreement was subject to regulatory approval. On
January 12, 2005, STFC determined that no domicilary regulator intended to
disapprove the final form of the agreement.
On January 12, 2005, State Automobile Mutual Insurance Company ("State
Auto Mutual"), State Auto Property and Casualty Insurance Company ("State Auto
P&C"), Milbank Insurance Company ("Milbank"), State Auto Insurance Company of
Wisconsin ("SA WI"), Farmers Casualty Insurance Company ("Farmers Casualty"),
State Auto Insurance Company of Ohio ("SA OH"), State Auto Florida Insurance
Company ("SA FL"), Meridian Security Insurance Company ("Meridian Security"),
and Meridian Citizens Mutual Insurance Company ("Meridian Citizens Mutual")
entered into an amended and restated reinsurance pooling agreement (the "2005
Pooling Agreement"). State Auto Mutual, State Auto P&C, Milbank, SA WI, Farmers
Casualty, SA OH, SA FL, Meridian Security, and Meridian Citizens Mutual are
collectively referred to as the "Pooled Companies." The 2005 Pooling Agreement
was effective as of January 1, 2005.
State Auto P&C, Milbank, Farmers Casualty, and SA OH are wholly owned
subsidiaries of STFC. State Auto Mutual owns approximately 65% of the
outstanding common shares of STFC. SA WI, SA FL and Meridian Security are wholly
owned subsidiaries of State Auto Mutual, and Meridian Citizens Mutual is
affiliated with Meridian Security through an affiliation agreement.
Since January 1987, State Auto P&C and State Auto Mutual have
participated in an intercompany pooling arrangement which has been amended from
time to time, including amendments to add participants to this pooling
arrangement and to adjust pooling percentages. The 2005 Pooling Agreement
amended the pooling agreement in effect as of December 31, 2004, to add Meridian
Security and Meridian Citizens Mutual to the pooling arrangement. Concurrent
with the addition of these two companies, the participating percentage of
certain of the Pooled Companies were adjusted. However, STFC's insurance
subsidiaries maintained an overall share of the pool at 80% and State Auto
Mutual and its wholly owned subsidiaries and affiliate maintained an overall
share of the pool at 20%.
Under the terms of the Pooling Arrangement, the Pooled Companies cede
all of their direct insurance business to State Auto Mutual. All of State Auto
Mutual's property and casualty insurance business is also included in the pooled
business, except for voluntary assumed reinsurance business and State Auto
middle market insurance. State Auto Mutual then cedes a percentage of the pooled
business to the other Pooled Participants and retains the balance. The allocated
pooling percentages of the Pooled Companies as of January 1, 2005, were as
follows: State Auto Mutual - 19.5%; State Auto P&C - 59.0%; Milbank - 17.0%;
Farmers Casualty - 3.0%; SA WI - 0.0%; SA OH - 1%; SA FL - 0.0%; Meridian
Security - 0.0%; and Meridian Citizens Mutual - 0.5%.
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: January 14, 2005 By /s/ Steven J. Johnston
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Treasurer and Chief Financial Officer