EXHIBIT 10.3
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated November 12, 2004,
is by and between Cincinnati Financial Corporation, an Ohio corporation
("Cincinnati Financial"), and Robert C. Schiff, Trustee, Robert C. Schiff
Revocable Trust originally dated November 21, 2001 (the "Trust").
WHEREAS, the Trust currently owns and desires to sell 1,000,000 shares
(the "Stock") of Cincinnati Financial's common stock, par value $2.00 per share
(the "Common Stock"); and
WHEREAS, the Trust desires to sell to Cincinnati Financial and Cincinnati
Financial desires to purchase from the Trust the Stock upon the terms and
conditions hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing, in reliance upon
representations and warranties contained herein, and subject to the conditions
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
Section 1.1 Purchase and Sale of Common Stock. Subject to the terms and
conditions set forth in this Agreement, the Trust hereby agrees to sell,
transfer, convey and assign to Cincinnati Financial, and Cincinnati Financial
hereby agrees to purchase from the Trust, the Stock at a cash purchase price
determined in accordance with Section 1.2 below.
Section 1.2 Purchase Price. The aggregate purchase price (the "Purchase
Price") which Cincinnati Financial shall pay to the Trust for the Stock on the
Closing Date in accordance with Section 1.4 below, shall be equal to 99% of the
product of (a) 1,000,000 multiplied by (b) the last reported sale price per
share of the Common Stock on the Nasdaq National Market at the close of trading
on November 12, 2004.
Section 1.3 Closing. The closing of the purchase and sale of the Stock
(the "Closing"), shall be at 10:00 a.m. Eastern Time at the offices of
Cincinnati Financial, 6200 S. Gilmore Road, Fairfield, Ohio 45014-5141 on the
15th day of November, 2004 (the "Closing Date"); provided, that the conditions
set forth in Article 3 of this Agreement have been satisfied or waived; and
provided, further, that the Closing may occur on such other date or at such
other time or place as the parties may mutually agree in writing.
Section 1.4 Closing Deliveries. At the Closing, the Trust shall deliver to
Cincinnati Financial one or more stock certificates representing the Stock, duly
endorsed for transfer or accompanied by stock powers duly executed in blank; and
Cincinnati Financial shall pay to the Trust the Purchase Price by direct deposit
of the Purchase Price directly into one or more accounts designated by the Trust
in writing to Cincinnati Financial.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations of Cincinnati Financial. Cincinnati Financial
hereby represents and warrants to the Trust as follows:
(a) Cincinnati Financial is a Ohio corporation validly
subsisting and in good standing under the laws of the State of Ohio and has all
requisite corporate power and authority to enter into this Agreement and
consummate the transactions contemplated hereby.
(b) Upon execution of this Agreement by Cincinnati Financial,
this Agreement will be duly authorized, executed and delivered by Cincinnati
Financial, and will constitute a valid and binding obligation of Cincinnati
Financial, enforceable against Cincinnati Financial in accordance with its
terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium
or similar laws affecting creditors' rights generally and general principles of
equity.
(c) No authorization, consent or approval of or with any third
person, any court, any public body or any regulatory or other authority is
necessary for the consummation by Cincinnati Financial of the transactions
contemplated by this Agreement, except for those which if not obtained would not
materially adversely affect Cincinnati Financial's ability to perform its
obligations hereunder. The execution, delivery and performance of this Agreement
by Cincinnati Financial will not constitute a breach, violation or default (or
an event which, with notice or lapse of time or both, will constitute a default)
under, or result in the termination or acceleration under, or result in a
creation of any lien or encumbrance upon any of the properties or assets of
Cincinnati Financial under, any note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or other instrument as to which Cincinnati Financial
is a party and by which its properties or assets are bound, except any of such
which would not materially adversely affect Cincinnati Financial's ability to
perform its obligations hereunder.
Section 2.2 Representations of the Trust. The Trust hereby represents and
warrants to Cincinnati Financial as follows:
(a) The Trust has the power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby.
(b) The Trust has good and valid title to the Stock free and
clear of any lien, claim, pledge, security interest or other encumbrance
whatsoever.
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(c) Upon execution of this Agreement by the Trust, this
Agreement will have been duly and validly executed and delivered by the Trust,
and will constitute a valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium or similar laws affecting
creditors' rights generally and general principles of equity.
(d) No authorization, consent or approval of or with any third
person, any court, any public body or any authority is necessary for the
consummation by the Trust of the transactions contemplated by this Agreement,
except for those which if not obtained would not materially adversely affect the
Trust's ability to perform its obligations hereunder. The execution, delivery
and performance of this Agreement by the Trust will not constitute a breach,
violation or default (or an event which, with notice or lapse of time or both,
will constitute a default) under, or result in the termination of, accelerate
the performance required by, result in the right of termination or acceleration
under, or result in a creation of any lien or encumbrance upon any of the
properties or assets of the Trust under, any note, bond, mortgage, indenture,
deed of trust, license, lease, agreement or other instrument as to which the
Trust is a party and by which its properties or assets are bound, except for any
of such which would not materially adversely affect the Trust's ability to
perform his obligations hereunder.
(e) The Trust has entered into this Agreement, and the
transactions contemplated by this Agreement, freely and without any pressure
from Cincinnati Financial to sell the Stock to Cincinnati Financial.
ARTICLE III
CONDITION PRECEDENT
Cincinnati Financial's and the Trust's obligation to consummate the
transactions contemplated by this Agreement are subject to the fulfillment on or
prior to the Closing Date of the following condition, unless waived by
Cincinnati Financial or the Trust, as applicable.
Section 3.1 Injunction and Litigation. There shall be pending or in effect
no injunction, writ, preliminary restraining order, statute, law, rule,
regulation, executive order or any other order of any nature directing that the
transactions contemplated by this Agreement not be consummated as herein
provided or otherwise seeking to restrain or prohibit the transactions
contemplated by this Agreement, or which have the effect of so restraining or
prohibiting, and none of such shall be threatened, and there shall not be any
suit, action, investigation, inquiry or other proceeding instituted, pending or
threatened by any governmental entity challenging or seeking to make illegal or
otherwise directly or indirectly restrain or prohibit or make materially more
costly to Cincinnati Financial or the Trust the consummation of the transaction
contemplated hereby or seeking to obtain material damages in connection with
such transaction.
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Section 3.2 Deliveries. The deliveries contemplated by Section 1.4 shall
have been made.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Governing Law. This Agreement shall be construed under and
governed by the laws of the State of Ohio, without regard to the conflicts of
laws rules of such state.
Section 4.2 Further Instruments and Actions. Each party agrees to deliver
any further instruments and to take any further actions that may be responsibly
requested by the other, or counsel to the other, in order to carry out the
provisions and purposes of this Agreement.
Section 4.3 Notices. All notices, requests or other communications to be
given hereunder shall be in writing and shall be delivered personally, sent by
registered or certified mail, postage prepaid, by overnight courier with written
confirmation of delivery or by facsimile transmission with written confirmation
of error-free transmission:
If to Cincinnati Financial:
Cincinnati Financial Corporation
6200 S. Gilmore Road
Fairfield, Ohio 45014-5141
Attn: Lisa A. Love, Esq.
Telephone No.: (513) 870-2000
Facsimile No.: (513) 870-2066
With a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attn: Jonathan L. Freedman, Esq.
Telephone No.: (212) 259-8000
Facsimile No.: (212) 259-6333
If to the Trust:
c/o Taft, Stettinius & Hollister,
Suite 1800
425 Walnut Street
Cincinnati, Ohio 45202
Attn: Susan E. Wheatley
Telephone No.: (513) 357-9337
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Facsimile No.: (513) 381-0205
Section 4.4 Headings. The descriptive article and section headings herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
Section 4.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the sale and transfer of the
Stock, and there are no agreements, conditions or understandings, either oral or
written, between Cincinnati Financial and the Trust relating to these matters
other than those which are contained in this Agreement. This Agreement may be
altered or amended only by a written agreement signed by both Cincinnati
Financial and the Trust.
Section 4.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
CINCINNATI FINANCIAL
CORPORATION
By: Kenneth W. Stecher
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Name: Kenneth W. Stecher
Title: Treasurer
ROBERT C. SCHIFF, TRUSTEE,
ROBERT C. SCHIFF REVOCABLE
TRUST
By: /s/ Robert C. Schiff
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Trustee: Robert C. Schiff
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