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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in charter)
OHIO 31-0746871
(State of Incorporation) (IRS Employer Identification No.)
Cincinnati Financial Center
6200 S. Gilmore Road
Fairfield, Ohio 45014
(Address of principal executive offices)
P. O. Box 145496
Cincinnati, Ohio 45250-5496
(Mailing Address)
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Cincinnati Financial Corporation
Top Hat Savings Plan
(Full Title of the Plan)
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THEODORE F. ELCHYNSKI
Senior Vice President
6200 S. Gilmore Road
Fairfield, Ohio 45014
(Name and address of agent for service)
Agent's telephone number, including area code: (513) 870-2000
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Approximate Date of Commencement of Proposed Sale to Employees:
From time to time after this registration
statement becomes effective.
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum Registration
to be Registered offering aggregate Fee
Registered price per offering
share price
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Deferred $2,000,000 100% $2,000,000 $606
Compensation
Obligations
(1) (2) (3) (3)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Employee Benefit Plan
described herein.
(2) The Deferred Compensation Obligations are unsecured obligations of
Cincinnati Financial Corporation to pay deferred compensation in the
future in accordance with the terms of the Cincinnati Financial
Corporation Top Hat Savings Plan.
(3) Pursuant to Rule 457(h), the aggregate offering price and the amount of
the registration fee are computed with respect to the maximum number of
the registrant's securities issuable under the Plan and covered by the
registration statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996, and the definitive Proxy Statement dated March 3, 1997, with regard to its
Annual Meeting of Shareholders on April 5, 1997, both of which have been filed
with the Securities and Exchange Commission are, as of their respective dates,
incorporated by reference in this Registration Statement.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing such documents.
The consolidated financial statements and the related supplemental schedules
incorporated in this Registration Statement by reference from the Company's
Annual report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated herein
by reference, and are included in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES
Under the Cincinnati Financial Corporation Top Hat Savings Plan
("Plan"), the Company will provide a select group of management and highly
compensated employees (the "Eligible Employees") the opportunity to enter into
agreements for the deferral of a specified percentage of their cash compensation
(excluding bonuses). The obligations of the Company under such agreements ("the
Obligations") will be unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan,
and the Eligible Employees participating in the Plan ("Participants") (or their
Beneficiaries) shall possess no greater rights than any unsecured general
creditor of the Company.
To participate in the Plan, the Participant must inform the Plan
Administration Committee in writing pursuant to the terms of the Plan. The
amount of compensation to be deferred by each Participant will be determined in
accordance with the Plan based on elections by the Participants. Participants
may elect to defer any percentage of compensation, up to 25%, but in no event
greater than $30,000.00.
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The Obligations will be indexed to Cincinnati Financial Corporation
stock or one or more mutual funds, the type of which will be individually chosen
by each Participant from a list of mutual funds (currently six selections). Each
Participant's Deferred Compensation Account will be adjusted to reflect the
investment experience of the selected stock or mutual funds, including any
appreciation or depreciation. The Company is not actually required to invest the
Deferred Compensation in the funds or securities specified by Participants.
The Obligations will be distributed by the Company in accordance with
the terms of the Plan upon the termination of the Participant's service with the
Company. Distribution shall be made either in installments or lump sum payments
at the election of the Participant. To the extent a Participant has an election
in effect to have earnings credited to his Deferred Compensation Account based
upon the Cincinnati Financial Corporation stock election, such Participant shall
have the right to receive any benefit payments in the form of whole shares of
such stock. Any fractional shares shall be paid in cash. A Participant may
withdraw all or a portion of his Deferred Compensation account in the event of
an unforeseeable emergency that results in severe financial hardship to the
Participant if hardship distributions were not permitted.
A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, attached,
transferred, pledged, or encumbered. If any Participant attempts to alienate,
sell, transfer, pledge, or otherwise encumber any distribution or payment from
the Plan, such action, whether voluntary or involuntary, shall be null and void
and of no effect. The Plan Administration Committee of Cincinnati Financial
Corporation shall be appointed by management and is responsible for the
management of the Plan. The Obligations are not convertible into another
security of the Company. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the Company.
A trustee, the Fifth Third Bank, has been appointed to administer the Plan, and
in that capacity, has the authority to invest each Participant's Deferred
Compensation and to pay any Obligations. Each employee Participant will be
responsible for acting independently with respect to, among other things, the
giving of notices, responding to any requests or consents, waivers or amendments
pertaining to the Obligations, enforcing covenants, and taking action upon a
default.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code provides that a corporation may
indemnify or agree to indemnify any person who was
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or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding whether civil, criminal, administrative,
or investigative, other than an action by or in the right of the corporation, by
reason of the fact that the person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at its request as a director,
trustee, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit, or proceeding if
the person is determined under the procedure described in the Section to have
(a) acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the corporation, and (b) had no
reasonable cause to believe the conduct was unlawful in the case of any criminal
action or proceeding. However, with respect to expenses actually and reasonably
incurred in connection with the defense or settlement of any action or suit by
or in the right of the corporation to procure a judgment in its favor, no
indemnification is to be made (i) in respect of any claim, issue, or matter as
to which such person was adjudged liable for negligence or misconduct in the
performance of such person's duty to the corporation unless, and only to the
extent that, it is determined by the court upon application that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper, or (ii) in respect of any
action or suit in which the only liability asserted against a director is in
connection with the alleged making of an unlawful loan, dividend or distribution
of corporate assets. The Section also provides that such person shall be
indemnified against expenses actually and reasonably incurred by the person to
the extent successful in defense of the actions referred to above, or in defense
of any claim, issue, or matter therein.
The Company's Amended Articles of Incorporation provide for the indemnification
of officers and directors of the Company to the fullest extent permitted by law.
The above is a general summary of certain provisions of the Ohio Revised Code
and is subject in all cases to the specific provisions thereof.
The Company maintains an insurance policy covering its directors and officers
against certain civil liabilities, including liabilities under the Securities
Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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ITEM 8. EXHIBITS
The following exhibits are included in this Registration Statement on
Form S-8.
(4) Cincinnati Financial Corporation Top Hat
Savings Plan
(5) Opinion re Legality
(23) (a) Consent of Accountants
(23) (b) Consent of Attorneys (included in Exhibit 5)
ITEM 9. UNDERTAKINGS
The undersigned issuer hereby undertakes: (1) to file during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement 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; (2) that for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the issuer's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 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; and (3) 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 Plan.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification (except insofar as it provides for the payment by the Company of
expenses incurred or paid by a director or officer in the successful defense of
an action, suit or proceeding) is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company 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 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 S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 5th day of April,
1997.
CINCINNATI FINANCIAL CORPORATION
By Robert B. Morgan
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Robert B. Morgan
Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
CINCINNATI FINANCIAL CORPORATION
Signature Title Date
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Robert B. Morgan Chief Executive Officer and April 5 , 1997
- --------------------------- Director (Principal Executive ---
Robert B. Morgan Officer)
Theodore F. Elchynski Senior Vice President April 5 , 1997
- --------------------------- (Principal Financial ---
Theodore F. Elchynski and Accounting Officer)
William F. Bahl Director April 5 , 1997
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William F. Bahl
Michael Brown Director April 5 , 1997
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Michael Brown
Director April , 1997
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Richard M. Burridge
John E. Field Director April 5 , 1997
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John E. Field
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Director April , 1997
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William R. Johnson
Kenneth C. Lichtendahl Director April 5 , 1997
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Kenneth C. Lichtendahl
James G. Miller Director April 5 , 1997
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James G. Miller
Director April , 1997
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Jackson H. Randolph
John J. Schiff Director April 5 , 1997
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John J. Schiff
John J. Schiff, Jr. Director April 5 , 1997
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John J. Schiff, Jr.
Director April , 1997
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Robert C. Schiff
Director April , 1997
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Thomas R. Schiff
Frank J. Schultheis Director April 5 , 1997
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Frank J. Schultheis
Larry R. Webb Director April 5 , 1997
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Larry R. Webb
Alan R. Weiler Director April 5 , 1997
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Alan R. Weiler
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE
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4 Cincinnati Financial Corporation
Top Hat Savings Plan 10
5, 23(b) Opinion of Beckman, Weil, Shepardson
& Faller LLC 18
23(a) Consent of Deloitte & Touche LLP
Independent Certified Public 19
Accountants
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