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 16, 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
Attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference is a press release issued by State Auto
Financial Corporation ("STFC") on October 16, 2003 announcing that:
o The United States District Court dismissed a lawsuit filed by STFC investor
Gregory M. Shepard and his wholly owned company ("Shepard") alleging that
directors of STFC and its parent company, State Automobile Mutual Company
("SAM"), breached their fiduciary duty in connection with his tender offer
for STFC shares; and
o In order to resolve once and for all issues that Mr. Shepard has raised,
STFC and SAM then filed suit in Franklin County (Columbus) Common Pleas
Court against Shepard seeking a declaratory judgment that STFC directors
were not obligated under the Ohio Control Share Acquisition statute to call
a shareholders meeting to approve Shepard's purchase of STFC shares, and
that directors did not breach any fiduciary duty to minority shareholders.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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99.1 Press release issued by STFC on October 16, 2003
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: October 16, 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 October 16, 2003