<PAGE> 1
As filed with the Securities and Exchange Commission on June 12, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
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 Identifica-
incorporation or organization) tion Number)
518 East Broad Street
Columbus, Ohio 43216
(Address of Principal Executive Offices) (Zip Code)
State Auto Financial Corporation
1991 Employee Stock Purchase and Dividend
Reinvestment Plan
(Full title of the plan)
Robert L. Bailey, Chairman of the Board
and Chief Executive Officer
518 East Broad Street
Columbus, Ohio 43216
(Name and address of agent for service)
(614) 464-5000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered(1) share(2) price(2) fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares,
without par value 400,000 $25.00 $10,000,000 $3,448.00
=========================================================================================
<FN>
(1) The number of shares being registered represents additional shares
authorized under the Registrant's 1991 Employee Stock Purchase and
Dividend Reinvestment Plan and not previously registered. In
addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement also
includes an indeterminable number of additional shares that may become
issuable pursuant to antidilution adjustment provisions of such Plan.
(2) Estimated solely for the purposes of calculating the registration fee
in accordance with Rules 457(h)(1) and 457(c) on the basis of the
average of the high and low sale prices for the Registrant's Common
Shares in the Nasdaq National Market system on June 7, 1996.
</TABLE>
<PAGE> 2
STATE AUTO FINANCIAL CORPORATION 1991 EMPLOYEE STOCK PURCHASE
AND DIVIDEND REINVESTMENT PLAN
----------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Registrant's Registration Statement on Form S-8
(Registration No. 33-41423) filed on June 27, 1991, are hereby incorporated by
reference in this registration statement.
<PAGE> 3
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 June 11, 1996.
STATE AUTO FINANCIAL CORPORATION
By /s/ Robert L. Bailey
--------------------
Robert L. Bailey, Chairman of the
Board, and Chief
Executive Officer
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.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Robert L. Bailey Chairman of the Board, June 11, 1996
- -------------------------- Chief Executive
Robert L. Bailey Officer and Director
(principal executive officer)
/s/ Urlin G. Harris, Jr. Chief Financial Officer, June 11, 1996
- -------------------------- Executive Vice President,
Urlin G. Harris, Jr. Treasurer and Director
(principal financial officer
and principal accounting
officer)
John R. Lowther* Secretary and Director June 11, 1996
- --------------------------
John R. Lowther
David L. Bickelhaupt* Director June 11, 1996
- --------------------------
David L. Bickelhaupt
David J. D'Antoni* Director June 11, 1996
- --------------------------
David J. D'Antoni
Paul W. Huesman* Director June 11, 1996
- --------------------------
Paul W. Huesman
William J. Lhota* Director June 11, 1996
- --------------------------
William J. Lhota
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
<S> <C> <C>
George R. Manser* Director June 11, 1996
- --------------------------
George R. Manser
Robert J. Murchake* Director June 11, 1996
- --------------------------
Robert J. Murchake
<FN>
*The undersigned hereby executes 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.
</TABLE>
/s/ Urlin G. Harris, Jr.
------------------------
Urlin G. Harris, Jr.
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT INDEX
If Incorporated by reference,
Exhibit document with which Exhibit
Number Exhibits was previously filed
- ------ -------- -----------------------------
<S> <C> <C>
4(a) The Registrant's Incorporated herein by reference
Amended and Restated to Exhibit 3(a) of the Regist-
Articles of rant's Registration Statement on Form S-1
Incorporation. (File No. 33-40643) filed on May 17, 1991.
4(b) Amendment to the Incorporated herein by reference to Exhibit
Registrant's Amended 4(b) of the Registrant's Registration
and Restated Articles Statement on Form S-8 (File No. 33-89400)
of Incorporation. filed on February 10, 1995.
(c) The Registrant's Incorporated herein by reference to Exhibit 3(b)
Amended and Restated of the Registrant's Registration Statement on
Code of Regulations. Form S-1 (File No. 33-40643) filed on May 17, 1991.
(d) State Auto Financial Incorporated herein by reference to
Corporation 1991 Exhibit 4(c) of the Registrant's
Employee Stock Purchase Registration Statement on Form S-8
and Dividend Reinvest- (File No. 33-41423) filed on June 27, 1991.
ment Plan.
(e) Amendment No. 1 to Contained herein.
State Auto Financial
Corporation 1991
Employee Stock Purchase
and Dividend Reinvest-
ment Plan.
5 Opinion of Baker & Contained herein.
Hostetler.
23 (a) Consent of Baker & Contained in Exhibit 5.
Hostetler.
(b) Consent of KPMG Peat Contained herein.
Marwick LLP.
(c) Consent of Ernst and Contained herein.
Young LLP.
24 (a) Powers of Attorney for Incorporated herein by reference to
Paul W. Huesman, Exhibit 25 of the Registrant's Registration
William J. Lhota, John Statement on Form S-8 (File No. 33-89400)
R. Lowther, and George filed on February 10, 1995.
R. Manser
24 (b) Powers of Attorney for Contained herein.
David L. Bickelhaupt,
David J. D'Antoni, and
Robert J. Murchake
28 Information from Incorporated herein by reference to Exhibit 29
Reports with of the Registrant's Annual Report on Form 10-K
Regulators. for the year ended December 31, 1995.
</TABLE>
<PAGE> 1
EXHIBIT 4(e)
------------
AMENDMENT NO. 1
TO
STATE AUTO FINANCIAL CORPORATION
1991 EMPLOYEE STOCK PURCHASE AND
DIVIDEND REINVESTMENT PLAN
The State Auto Financial Corporation 1991 Employee Stock Purchase and
Dividend Reinvestment Plan (the "Plan") is hereby amended pursuant to the
following provisions:
1. DEFINITIONS
For purposes of the Plan and this amendment, the term "Stock" shall
have the meaning set forth in Paragraph 2 of this amendment. All other
capitalized terms used in this amendment which are not otherwise defined herein
shall have the respective meanings given such terms in the Plan.
2. SHARES SUBJECT TO PLAN
As a result of a 2 for 1 stock split effective April 6, 1993, the total
number of common shares available for sale under the Plan prior to the effective
date of this amendment has been proportionately increased from 200,000 to
400,000 under Section XVI of the Plan. In order to increase the number of common
shares available for sale under the Plan, the first sentence of Section VI of
the Plan is hereby amended to read in its entirety as follows: "The total number
of shares to be available under Section IX of the Plan is 800,000 common shares,
without par value, of the Company ("Stock") which may be authorized but unissued
shares or issued shares reacquired by the Company and held as treasury shares."
3. EFFECTIVE DATE; CONSTRUCTION
The effective date of this amendment is March 1, 1996, and this
amendment shall be deemed to be a part of the Plan as of such date. In the event
of any inconsistencies between the provisions of the Plan and this amendment,
the provisions of this amendment shall control. Except as modified by this
amendment, the Plan shall continue in full force and effective without change.
This amendment shall be submitted to the Company's shareholders for
their approval as soon as practicable but in no event later than 12 months after
this amendment has been adopted by the Company's board of directors. If this
amendment is not approved by the Company's shareholders within such 12-month
period, this amendment shall automatically become null and void and have no
further force or effect, and the Plan shall continue in effect without this
amendment.
<PAGE> 1
EXHIBIT 5
---------
OPINION OF BAKER & HOSTETLER
<PAGE> 2
June 11, 1996
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43216
Gentlemen:
We are acting as counsel to State Auto Financial Corporation, an Ohio
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to register 400,000 additional common shares, without par value, of the Company
(the "Shares") for offer and sale pursuant to the Company's 1991 Employee Stock
Purchase and Dividend Reinvestment Plan, as amended (the "Plan").
In connection therewith, we have examined the Company's Amended and
Restated Articles of Incorporation, as amended, the Company's Amended and
Restated Code of Regulations, and the records, as exhibited to us, of the
corporate proceedings of the Company; the stock records of the Company, as
exhibited to us; certificates of officers of the Company; a copy of the Plan;
and such other documents and records as we considered necessary for purposes of
this opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Company is a corporation validly existing under
the laws of Ohio; and
(2) The Shares have been duly authorized and, when
sold and paid for in the manner contemplated by the Plan, will
have been validly issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Baker & Hostetler
BAKER & HOSTETLER
<PAGE> 1
EXHIBIT 23(a)
-------------
CONSENT OF BAKER & HOSTETLER
Contained in Exhibit 5.
<PAGE> 1
EXHIBIT 23(b)
-------------
CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
ACCOUNTANTS' CONSENT
The Board of Directors and Stockholders
State Auto Financial Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 for the State Auto Financial Corporation 1991 Employee Stock Purchase and
Dividend Reinvestment Plan of our report dated March 1, 1994 relating to the
consolidated statements of earnings, stockholders' equity, and cash flows of
State Auto Financial Corporation for the year ended December 31, 1993, and the
related schedules, which report appears in the December 31, 1995 annual report
on Form 10-K of State Auto Financial Corporation. Our report refers to changes
in the method of valuing investments, the method of accounting for income
taxes, and the method of accounting and reporting amounts related to
reinsurance contracts.
/S/ KPMG PEAT MARWICK LLP
June 10, 1996
<PAGE> 1
EXHIBIT 23(c)
-------------
CONSENT OF ERNST AND YOUNG LLP
<PAGE> 2
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement (Form
S-8) to be filed on or about June 11, 1996, pertaining to the 1991 Employee
Stock Purchase and Dividend Reinvestment Plan and Trust of State Auto Financial
Corporation and Subsidiaries of our report dated February 26, 1996, with
respect to the consolidated financial statements of State Auto Financial
Corporation incorporated by reference in the Annual Report (Form 10-K) for the
year ended December 31, 1995.
/S/ ERNST & YOUNG LLP
June 10, 1996
<PAGE> 1
EXHIBIT 24(b)
-------------
POWERS OF ATTORNEY FOR
DAVID L. BICKELHAUPT, ROBERT J.
MURCHAKE AND DAVID J. D'ANTONI
<PAGE> 2
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes
and appoints Robert L. Bailey, Urlin G. Harris, Jr., and John R. Lowther, and
each of them (with full power to each of them to act alone), as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Registration Statements on Form S-8 and any and
all amendments thereto (including post-effective amendments) to register under
the Securities Act of 1933, as amended, any common shares, without par value, of
State Auto Financial Corporation, an Ohio corporation (the "Company"), for sale
pursuant to any and all of the Company's stock option plans, including without
limitation the Company's 1991 Stock Option Plan, as amended, 1991 Directors'
Stock Option Plan, and 1991 Employee Stock Purchase and Dividend Reinvestment
Plan and Trust, as amended, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 30, 1996 /s/ David L. Bickelhaupt
-------------------------
David L. Bickelhaupt
<PAGE> 3
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes
and appoints Robert L. Bailey, Urlin G. Harris, Jr., and John R. Lowther, and
each of them (with full power to each of them to act alone), as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Registration Statements on Form S-8 and any and
all amendments thereto (including post-effective amendments) to register under
the Securities Act of 1933, as amended, any common shares, without par value, of
State Auto Financial Corporation, an Ohio corporation (the "Company"), for sale
pursuant to any and all of the Company's stock option plans, including without
limitation the Company's 1991 Stock Option Plan, as amended, 1991 Directors'
Stock Option Plan, and 1991 Employee Stock Purchase and Dividend Reinvestment
Plan and Trust, as amended, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 30, 1996 /s/ Robert J. Murchake
-----------------------
Robert J. Murchake
<PAGE> 4
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes
and appoints Robert L. Bailey, Urlin G. Harris, Jr., and John R. Lowther, and
each of them (with full power to each of them to act alone), as his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all Registration Statements on Form S-8 and any and
all amendments thereto (including post-effective amendments) to register under
the Securities Act of 1933, as amended, any common shares, without par value, of
State Auto Financial Corporation, an Ohio corporation (the "Company"), for sale
pursuant to any and all of the Company's stock option plans, including without
limitation the Company's 1991 Stock Option Plan, as amended, 1991 Directors'
Stock Option Plan, and 1991 Employee Stock Purchase and Dividend Reinvestment
Plan and Trust, as amended, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: May 30, 1996 /s/ David J. D'Antoni
----------------------
David J. D'Antoni
