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As filed with the Securities and Exchange Commission on February 28, 2001
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-1324304
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
518 East Broad Street
Columbus, Ohio 43215-3976
(Address of principal executive offices) (Zip code)
State Auto Property & Casualty Insurance Company
Amended and Restated Incentive Deferred Compensation Plan
(Full title of the plan)
Robert H. Moone, Chairman, President
and Chief Executive Officer
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215-3976
(614) 464-5000
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount
offering aggregate of
Title of securities Amount to be price per offering registration
to be registered registered share (1) price (1) fee (2)
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Common Shares,
without par value 250,000 $16.04 $4,010,000 $1,002.50
Interests in the Plan (3) N/A N/A N/A
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h)(1) and 457(c) under the Securities Act of
1933, as amended, upon the basis of the average of the high and low
sale prices of the Registrant's Common Shares as reported on the Nasdaq
National Market on February 26, 2001.
(2) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities available under the Plan that are
covered by this Registration Statement.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminable amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. Such documents and the
documents incorporated by reference herein pursuant to Item 3 of Part II hereof,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act");
(b) All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a) above;
and
(c) The description of the Registrant's Common Shares
which is contained in the Registrant's Registration Statement
filed under Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date
hereof and prior to the termination of the offering of the securities registered
hereunder, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions
and limitations governing the indemnification of officers, directors, and other
persons.
Section 6.1 of Article 6 of the Amended and Restated Code of
Regulations of the Company (see Exhibit 4(a)) contains certain indemnification
provisions adopted pursuant to authority contained in Section 1701.13(E) of the
Ohio Revised Code. The Company's Code of Regulations provides for the
indemnification of its officers, directors, employees, and agents, or persons
who are serving or have served at the request of the Company as a director,
trustee, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, against all expenses with respect to any judgments, fines, and
amounts paid in settlement, or with respect to any threatened, pending, or
completed action, suit, or proceeding to which they were or are parties or are
threatened to be made parties by reason of acting in such capacities, provided
that it is determined, either by a majority vote of a quorum of disinterested
directors of the Company or by the shareholders of the Company or otherwise
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as provided in Section 1701.13(E) of the Ohio Revised Code, that: (a) they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the Company; (b) in any action, suit, or proceeding by
or in the right of the Company, they were not, and have not been adjudicated to
have been, negligent or guilty of misconduct in the performance of their duties
to the Company; (c) with respect to any criminal action or proceeding, that they
had no reasonable cause to believe that their conduct was unlawful. Section
1701.13(E) provides that expenses, including attorneys' fees, incurred in
defending any action, suit, or proceeding, may be paid by the Company in advance
of the final disposition of such action, suit, or proceeding, upon receipt of an
undertaking by the indemnified person to repay such amount in the event that
indemnification shall be deemed improper.
The Company has entered into Indemnification Agreements with each
of its directors. These contracts generally: (i) confirm the existing indemnity
provided to them under the Company's Code of Regulations and assure that this
indemnity will continue to be provided; and (ii) provide that, in addition, the
directors shall be indemnified to the fullest extent permitted by law against
all expenses (including legal fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by them in any threatened, pending
or completed action or proceeding, including any action by or in the right of
the Company, on account of their service as a director or officer of the Company
or at the request or with the consent of the Company as a trustee, director,
officer, employee, or agent of another corporation or enterprise. Coverage under
the contracts is excluded: (A) to the extent the director is indemnified under
directors' and officers' liability insurance maintained by the Company; (B) on
account of conduct which is finally adjudged to be knowingly fraudulent,
deliberately dishonest, or willful misconduct; (C) if a final court of
adjudication shall determine that such indemnification is not lawful; or (D) on
account of any suit in which judgment is rendered against the director for an
accounting of profits made from the purchase or sale by the director of
securities of the Company pursuant to Section 16(b) of the Securities Exchange
Act of 1934 or any similar provision. The Indemnification Agreements are
applicable to claims asserted after their effective date, whether arising from
acts or omissions occurring before or after their effective date.
The Company has purchased a liability policy to indemnify its
officers and directors against loss arising from claims by reason of their legal
liability for acts as officers and directors, subject to limitations and
conditions set forth in the policy.
At present, there are no claims, actions, suits, or proceedings
pending where indemnification would be required under these provisions, and the
Company does not know of any threatened claims, actions, suits, or proceedings
which may result in a request for such indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
If Incorporated by Reference,
Exhibit Document with which Exhibit was
No. Description of Exhibit Previously Filed with SEC
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4(a) Registrant's Amended and Restated Registration Statement on Form S-1,
Articles of Incorporation. File No. 33-40643 (see Exhibit 3(a)
therein).
4(b) Registrant's Amendment to the Amended Registration Statement on Form S-8,
and Restated Articles of Incorporation. File No. 33-89400 (see Exhibit 4(b)
therein).
4(c) Registrant's Amendment to the Amended Form 10-K Annual Report for the year
and Restated Articles of Incorporation. ended December 31, 1998 (see Exhibit
3(A)(3)therein).
4(d) Registrant's Amended and Restated Code Registration Statement on Form S-1,
of Regulations. File No. 33-40643 (see Exhibit 3(b)
therein).
4(e) State Auto Property & Casualty Insurance Contained herein.
Company Amended and Restated Incentive
Deferred Compensation Plan.
23(b) Consent of Ernst & Young LLP Contained herein.
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24 Powers of Attorney. Registration Statement on Form S-8,
File No. 333-43880 (see Exhibit 24 therein).
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement: (i) to include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act"); (ii) to reflect in the Prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(i) and (a)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the provisions described in Item 6, above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on February 27, 2001.
STATE AUTO FINANCIAL CORPORATION
Date: February 27, 2001 By /s/ Robert H. Moone
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Title Chairman, President and
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Name Title Date
/s/ Robert H. Moone President and Chief February 27, 2001
Executive Officer and
- ------------------------------------ Director (principal executive
Robert H. Moone officer)
/s/ Steven J. Johnston Senior Vice President, Treasurer February 27, 2001
and Chief Financial Officer
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Steven J. Johnston principal accounting officer)
/s/ John R. Lowther Vice-President, Secretary, February 27, 2001
General Counsel and Director
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John R. Lowther
David J. D'Antoni* Director February 27, 2001
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David J. D'Antoni
Urlin G. Harris, Jr.* Director February 27, 2001
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Urlin G. Harris, Jr.
Paul W. Huesman* Director February 27, 2001
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Paul W. Huesman
William J. Lhota* Director February 27, 2001
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William J. Lhota
George R. Manser* Director February 27, 2001
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George R. Manser
Richard K. Smith* Director February 27, 2001
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Richard K. Smith
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*Steven J. Johnston, by signing his name hereto, does hereby execute
this Registration Statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and filed
as an exhibit to this Registration Statement.
By /s/ Steven J. Johnston February 27, 2001
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Steven J. Johnston, Attorney-in-Fact
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EXHIBIT INDEX
If incorporated by reference,
Exhibit Number document with which Exhibit
Number Exhibits was previously filed
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4(a) The Registrant's Amended Incorporated herein by reference to
and Restated Articles of Exhibit 3(a) of the Registrant's
Incorporation. Registration Statement on Form S-1
(File No. 33-40643) filed on
May 17, 1991.
4(b) Amendment to the Registrant's Incorporated herein by reference to
Amended and Restated Articles Exhibit 4(b) of the Registrant's
of Incorporation. Registration Statement on Form S-8
(File No. 33-89400) filed on
February 10, 1995.
4(c) Amendment to the Registrant's Incorporated herein by reference to
Amended and Restated Articles Exhibit 3(A)(3) of the Registrant's
of Incorporation. annual report on Form 10-K filed on
March 30, 1999.
4(d) The Registrant's Amended Incorporated herein by reference to
and Restated Code of Exhibit 3(b) of the Registrant's
Regulations. Registration Statement on Form S-1
(File No. 33-40643) filed on
May 17, 1991.
4(e) State Auto Property & Casualty Contained herein.
Insurance Company Amended and
Restated Incentive Deferred
Compensation Plan.
23(b) Consent of Ernst and Young LLP Contained herein.
24 Powers of Attorney for Incorporated by reference to
Richard K. Smith, David J. Exhibit 24 of the Registrant's
D'Antoni, Paul W. Huesman, Registration Statement on Form
William J. Lhota, George R. S-8 (File No. 333-43880) filed
Manser and Urlin G. Harris on August 16, 2000.
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