SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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): May 13, 2004 (May 13, 2004)
State Auto Financial Corporation
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(Exact name of registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation)
0-19289 31-1324304
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(Commission File Number) (IRS Employer 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
As previously reported, on October 16, 2003, State Auto Financial
Corporation ("State Auto Financial"), State Automobile Mutual Insurance
Company ("State Auto Mutual"), and their respective directors filed a
complaint against Gregory M. Shepard and his company in the Common
Pleas Court of Franklin County, Ohio (the "Court"), seeking (1)
declaratory relief that neither State Auto Financial, State Auto
Mutual, nor their respective directors and officers violated any
fiduciary duties to Mr. Shepard, his company, or State Auto Financial's
minority shareholders in responding to a tender offer commenced by Mr.
Shepard and his company for State Auto Financial's common shares (the
"Shepard tender offer"); (2) declaratory relief that neither State Auto
Financial nor its directors and officers have an obligation to call a
meeting of shareholders under Ohio's Control Share Acquisition statute
with respect to the Shepard tender offer; and (3) compensatory damages
in favor of State Auto Financial and State Auto Mutual from Mr. Shepard
and his company for knowingly making misrepresentations in connection
with their control bid in violation of Ohio's control bid statute. Also
as previously reported, on December 19, 2003, Mr. Shepard and his
company filed a counterclaim against State Auto Financial, State Auto
Mutual, and their respective directors seeking (1) a declaratory
judgment requiring State Auto Financial to call a meeting of
shareholders under Ohio's Control Share Acquisition statute with
respect to the Shepard tender offer; (2) injunctive relief to enjoin
State Auto Financial, State Auto Mutual, and their respective directors
and employees from taking actions that would have the effect of
impeding or interfering with the Shepard tender offer; and (3)
compensatory damages from State Auto Mutual, State Auto Mutual's
directors, and State Auto Financial's directors for the alleged breach
of their fiduciary duties. Mr. Shepard and his company announced the
termination of the Shepard tender offer on May 10, 2004.
On May 13, 2004, the Court entered an order (1) dismissing with
prejudice all counterclaims against State Auto Financial, State Auto
Mutual, and their respective directors, and (2) dismissing without
prejudice all claims for declaratory relief against Mr. Shepard and his
company. The only remaining claim before the Court in this action is
for compensatory damages in favor of State Auto Financial and State
Auto Mutual against Mr. Shepard and his company for knowingly making
misrepresentations in connection with their control bid in violation of
Ohio's control bid statute. This action will remain pending before the
Court for trial on this claim, with a new schedule for discovery and
trial to be set by the Court at a later date.
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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: May 13, 2004 By /s/ Robert H. Moone
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Robert H. Moone, President and
Chief Executive Officer
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