<PAGE> 1
As filed with the Securities and Exchange Commission on November 30, 2000.
Registration No. 333-41849
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM S-3
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 Identification No.)
Incorporation or Organization)
518 EAST BROAD STREET, COLUMBUS, OHIO 43215-3976 (614) 464-5000
---------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT H. MOONE
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
STATE AUTO FINANCIAL CORPORATION
518 EAST BROAD STREET
COLUMBUS, OHIO 43215-3976
(614) 464-5000
(614) 464-4911 (facsimile)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies of correspondence to:
John R. Lowther, Esq. Joseph P. Boeckman, Esq.
Vice President, Secretary Baker & Hostetler LLP
And General Counsel 65 East State Street
State Auto Financial Corporation Suite 2100
518 East Broad Street Columbus, Ohio 43215
Columbus, Ohio 43215-3976 (614) 228-1541
(614) 464-5000 (614)462-2616 (facsimile)
(614)464-4911 (facsimile)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
<PAGE> 2
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-41849
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- --------------------- ------------------------ -------------------------- ------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering price registration fee
share (1) (1)
------------------------- --------------------- ------------------------ -------------------------- ------------------
<S> <C> <C> <C> <C>
Common Shares, without 300,000 $13.91 $4,173,000 $1,101.67
par value
------------------------- --------------------- ------------------------ -------------------------- ------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended, on the
basis of the average of the high and low sale prices of the Registrant's Common
Shares on the Nasdaq National Market system on November 27, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD, NOR MAY
OFFERS TO BUY THESE SECURITIES BE ACCEPTED, BEFORE THIS REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES, NOR
DOES IT SEEK AN OFFER TO BUY THESE SECURITIES, IN ANY STATE THAT DOES NOT PERMIT
AN OFFER OR SALE OF THESE SECURITIES.
SUBJECT TO COMPLETION DATED DECEMBER ___, 2000
<PAGE> 3
PROSPECTUS
STATE AUTO FINANCIAL CORPORATION
518 EAST BROAD STREET
COLUMBUS, OHIO 43215-3976
(614) 464-5000
MONTHLY STOCK PURCHASE PLAN FOR INDEPENDENT AGENTS
300,000 COMMON SHARES
Throughout this prospectus the term "State Auto" refers to State Auto
Financial Corporation. The terms "Eligible Independent Agents," "Agents," and
"you" refer generally to independent agents of State Auto's property and
casualty insurance company subsidiaries and independent agents of State
Automobile Mutual Insurance Company and its property and casualty insurance
company subsidiaries. To determine if you are eligible to participate in the
Plan, see "Monthly Stock Purchase Plan--Eligibility" on page 4 of this
prospectus.
State Auto is offering Eligible Independent Agents an opportunity to
acquire a proprietary interest in State Auto by purchasing common shares,
without par value, of State Auto (the "Common Shares") pursuant to State Auto's
Monthly Stock Purchase Plan for Independent Agents (the "Plan"). The Plan offers
a convenient and inexpensive method for Agents to have a portion of their
commissions automatically deducted and used to purchase State Auto's Common
Shares on the open market at current market prices. In addition, if an Agent is
an "Inner Circle Agent," as designated by State Auto, State Auto will contribute
an amount equal to 5% of the commissions deducted by the Agent toward the
purchase of additional Common Shares. Participation in the Plan is voluntary.
Agents may enroll in the Plan or withdraw from the Plan at any time, subject to
the terms of the Plan. State Auto will pay all brokerage commissions, service
charges, and other costs incurred in connection with the purchase of Common
Shares under the Plan. State Auto has designated National City Bank as its agent
to administer the Plan.
State Auto's Common Shares are traded on the Nasdaq National Market
system under the symbol "STFC." On November 27, 2000, the last reported sale
price of State Auto's Common Shares on the Nasdaq National Market system was
$13.88 per share.
State Auto will not receive any of the proceeds from the sale of Common
Shares under the Plan but will pay all costs relating to registering the Common
Shares subject to the Plan under the Securities Act of 1933, as amended (the
"1933 Act"). These costs are estimated to be approximately $8,601.
RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS DECEMBER __ , 2000.
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<PAGE> 4
THE COMPANY
State Auto is an insurance holding company engaged through its
subsidiaries in the property and casualty insurance business. Approximately 70%
of State Auto is owned by State Automobile Mutual Insurance Company, a property
and casualty insurance company formed in 1921. State Auto's principal operating
subsidiaries and their businesses are:
- State Auto Property and Casualty Insurance Company, Milbank
Insurance Company, and Farmers Casualty Insurance Company,
which are regional standard insurers, write personal and
commercial automobile, homeowners, commercial multi-peril,
workers' compensation and fire insurance.
- State Auto National Insurance Company writes personal
non-standard automobile insurance in 18 states.
- Mid-Plains Insurance Company writes personal non-standard
automobile insurance in Iowa and Kansas.
- Stateco Financial Services, Inc. provides investment
management services to affiliated companies and insurance
premium finance services to customers of State Auto Property
and Casualty Insurance Company, State Automobile Mutual
Insurance Company, and Milbank Insurance Company.
- State Auto Insurance Company writes personal standard lines of
insurance in Ohio utilizing leading edge technology to the
maximum effect feasible.
- Strategic Insurance Software, Inc. develops and sells software
for the processing of insurance transactions, the management
of insurance policy data, and the electronic interfacing of
insurance policy information between insurance companies and
agencies.
In addition, State Auto manages Midwest Security Insurance Company,
which is owned by State Automobile Mutual Insurance Company. Midwest Security
Insurance Company writes personal standard lines of property and casualty
insurance in Wisconsin.
As of the date of this prospectus, State Auto markets its insurance
products through approximately 13,000 independent insurance agents associated
with approximately 2,200 agencies in 26 states. State Auto's insurance products
are marketed primarily in the central and eastern part of the United States,
excluding New York, New Jersey and the New England States.
State Auto's principal executive office is located at 518 East Broad
St., Columbus, Ohio 43215. Its telephone number is (614) 464-5000. Additional
information concerning State Auto and its business activities has been
incorporated in this prospectus by reference to other documents filed with the
SEC by State Auto.
2
<PAGE> 5
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements contained in this prospectus (including those incorporated
by reference) that express the beliefs of management or that are not historical
facts are known as forward-looking statements. Forward-looking statements
involve a number of risks and uncertainties, including, for example, the
following:
- adverse state and federal legislative changes or judicial or
regulatory decisions;
- competitive products and pricing;
- weather and weather-related events or other types of
catastrophic events;
- geographic spread of risk;
- fluctuations of securities markets;
- general economic and business conditions that are less
favorable than expected;
- changes in technology or industry standards;
- shortages of labor or materials in storm hit areas;
- late reported claims and previously undisclosed damage;
- disruptions of utilities or financial institutions;
- shortage of skilled personnel;
- regulatory or governmental systems breakdown; and
- other risk factors or uncertainties listed from time to time
in this prospectus or any document incorporated by reference
in this prospectus.
MONTHLY STOCK PURCHASE PLAN
INTRODUCTION TO THE PLAN
The Plan provides Agents with a convenient and inexpensive method to
acquire ownership in State Auto by offering them an opportunity to purchase
State Auto's Common Shares through automatic deductions from their commissions.
State Auto will pay all costs and service charges incurred in connection with
the purchase of Common Shares through the Plan. Participation is voluntary.
Agents who elect to participate may enroll in the Plan or withdraw from the Plan
at any time, subject to the terms of the Plan. State Auto has designated
National City Bank to serve as its agent to administer the Plan.
A unique feature of the Plan relates to "Inner Circle Agents." For
Inner Circle Agents, State Auto will add an amount equal to 5% of the
commissions deducted by such Agents (the "Bonus Commission"). The Bonus
Commission will then be used to purchase additional Common Shares pursuant to
the Plan for such Agents.
Each participating Agent (a "Participant") should understand that the
relationship between the Participant and National City Bank is that of client
and broker/agent. Neither State Auto, State Automobile Mutual Insurance Company,
nor any of their affiliates assume any responsibility for this relationship or
serve in any capacity in this relationship. In seeking the benefits of ownership
of Common Shares of State Auto, each Participant must also accept all of the
risks associated with an investment in common stock. The market value of State
Auto's Common Shares is subject to fluctuations caused by any number of factors,
both internal and external. Consequently, you may lose money under the Plan.
3
<PAGE> 6
ELIGIBILITY
All principals of active agencies who are entitled to receive
commissions from any of the following companies are eligible to participate in
the Plan:
- State Automobile Mutual Insurance Company
- State Auto Property and Casualty Insurance Company
- Milbank Insurance Company
- State Auto National Insurance Company
- Farmers Casualty Insurance Company
- Mid-Plains Insurance Company
- State Auto Insurance Company
- Midwest Security Insurance Company
HOW THE PLAN WORKS
OPENING OF ACCOUNT. National City Bank will open and maintain an
account in the name of each Agent who elects to participate in the Plan.
PURCHASE OF COMMON SHARES. Participants may purchase Common Shares by
having commissions deducted (including Bonus Commissions for Inner Circle
Agents) and by making additional voluntary cash payments of up to $10,000 per
month. All voluntary cash payments must be made by a check or money order made
payable to "National City Bank." Commission deductions and cash payments from
all Participants will be commingled and used by National City Bank to purchase
Common Shares on the 10th day of each month, or the next business day if the
10th day is not a business day. (Participants should keep this in mind when
making cash payments, because no interest will be paid on cash in a
Participant's account.) National City Bank will credit all Common Shares
purchased under the Plan, including fractional Common Shares carried to three
decimal places, to each Participant's account. All purchases of Common Shares
will be made at current market prices.
SALE OF COMMON SHARES. Participants may sell Common Shares purchased
under the Plan in either of two ways. The Participant may ask National City Bank
for a certificate for the Common Shares, which will allow the Participant to
sell the Common Shares through a broker or dealer. Alternatively, the
Participant may ask National City Bank to arrange the sale of the Common Shares.
National City Bank will provide the Participant with a form to provide
instructions to National City Bank regarding the sale of Common Shares. All
sales of Common Shares will be made at current market prices.
BROKERAGE COMMISSIONS AND OTHER EXPENSES. State Auto will pay all
brokerage commissions, service charges, and other costs and expenses related to
the purchase of Common Shares under the Plan. However, regardless of the method
of sale, the Participant must pay all brokerage commissions, service charges,
and other costs and expenses associated with the sale of Common Shares.
STATEMENT OF ACCOUNT. Each time Common Shares are purchased for a
Participant's account, National City Bank will send the Participant a detailed
statement of his or her account. The statement will show the amount of funds
invested from commission deductions (including Bonus Commissions for Inner
Circle Agents) and direct cash payments, the number of Common Shares purchased,
the price per Common Share, and the total number of Common Shares held in the
Participant's account. The statement will include a detachable form to be used
to give
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<PAGE> 7
National City Bank notice of a change of address, instructions for the
sale or withdrawal of Common Shares, or to deposit cash payments.
CUSTODY OF COMMON SHARES. National City Bank will hold all Common
Shares in safekeeping until a Participant terminates his or her participation in
the Plan. This convenience provides protection against any loss, theft, or
destruction of share certificates. However, upon a Participant's written
request, the Participant may obtain a certificate for any full Common Shares in
his or her Account.
VOTING AND RECEIPT OF REPORTS FROM STATE AUTO. Each Participant in the
Plan will direct the voting of all full and fractional Common Shares in his or
her account and will receive all literature sent to State Auto's shareholders.
HOW TO PARTICIPATE
To participate in the Plan, an Agent must:
1. Complete and sign a (1) Commission Deduction Authorization and
(2) Purchase Order. To obtain these forms, call State Auto's
Manager, Investor Relations, at (800) 444-9950 (extension
5373).
2. Return the completed and signed forms to:
Manager, Investor Relations
State Auto Financial Corporation
518 East Broad Street, Columbus, Ohio 43215-3976
After State Auto receives the Commission Deduction Authorization and
the Purchase Order, it will send both forms to National City Bank. National City
Bank will then open the Participant's account.
Each Participant must specify on the Commission Deduction Authorization
form the amount to be withheld from his or her commission disbursements.
Participants must deduct a minimum of $50 per month. The amount deducted will
remain in effect until it is revised or terminated. To change the amount of the
deduction or terminate the deduction, Participants must submit a written request
to State Auto on a form that State Auto will provide upon request. The request
must be made using State Auto's form. All requests to enroll in the Plan or to
terminate deductions will become effective as soon as practicable after State
Auto receives the request.
For Inner Circle Agent Participants, State Auto will automatically
cause the Bonus Commission (5% of the amount of the commission that the Inner
Circle Agent Participant has authorized to be deducted) to be added to the
amount forwarded to National City Bank on behalf of the Inner Circle Agent. The
Bonus Commission will continue for the period of time the Participant remains an
Inner Circle Agent and the Plan remains in effect.
All amounts deducted from commission disbursements pursuant to the
Commission Deduction Authorization will be commingled and forwarded monthly by
State Auto to National City Bank together with a list of the amounts deducted
for each Participant's Account. State Auto has reserved the right to terminate
the Plan and to discontinue the use of its commission deduction facilities for
this purpose at any time.
5
<PAGE> 8
DIVIDEND DISBURSEMENTS
Dividends earned on Common Shares in the Participant's account, as they
become payable by State Auto, will be remitted by National City Bank to each
Participant by check. Checks will be sent as soon as practicable following each
dividend payment date.
TAX INFORMATION
Bonus Commissions are taxable to the Inner Circle Agents as having been
received in cash even though they are used to purchase Common Shares under the
Plan. In addition, the Internal Revenue Service has ruled that the amount of
brokerage commissions paid by State Auto for Common Shares purchased on a
Participant's behalf must be treated as a distribution to the Participant
subject to income tax in the same manner as dividends.
TERMINATION OF PLAN PARTICIPATION
A Participant may terminate his or her participation in the Plan at any
time by sending written notice to National City Bank at the following address:
National City Bank
P.O. Box 92301
Cleveland, Ohio 44193-0900
Participants should also send copy of the termination notice to State
Auto at the following address:
Manager, Investor Relations
State Auto Financial Corporation
518 East Broad Street, Columbus, Ohio 43215-3976
PLAN INFORMATION
Any questions or correspondence about the Plan should be addressed to:
National City Bank
P.O. Box 92301
Cleveland, Ohio 44193-0900
Participants may also call national City Bank at (216) 575-2658 or
1-800-622-8100 (extension 2658).
USE OF PROCEEDS
State Auto will not receive any of the proceeds from the offer and sale
of the Common Shares under the Plan.
ANTI-TAKEOVER PROVISIONS
State Auto's Amended and Restated Code of Regulations (the "Code of
Regulations") contains certain provisions that could have an anti-takeover
effect. Pursuant to the Code of Regulations, the Board of Directors is divided
into three classes each with a term of three years,
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<PAGE> 9
with the term of one class expiring each year. As part of such provisions, the
Code of Regulations (a) provide that directors may not be removed from office by
the shareholders without cause except by the affirmative vote of holders of
Common Shares entitling them to exercise at least two-thirds of the voting power
on such proposal, (b) provide that any vacancy on the Board may be filled by the
remaining directors then in office even though less than a quorum, and (c)
provide that a vote of holders of Common Shares entitling them to exercise at
least two-thirds of the voting power on such proposal is required to alter,
amend, or repeal the foregoing provisions or the corresponding and implementing
provisions of the Code of Regulations or to adopt any inconsistent provision.
State Auto's Board of Directors, without shareholder approval, could
issue Common Shares with voting and conversion rights that could adversely
affect the voting power of the holders of Common Shares and the issuance of
which could be used by the Board of Directors in defense of a hostile takeover.
In addition, certain provisions of State Auto's management agreement
with State Automobile Mutual Insurance Company, which permit State Automobile
Mutual Insurance Company to terminate such agreement upon a change in control or
potential change in control of State Auto, could have an anti-takeover effect.
LEGAL MATTERS
The validity of the Common Shares has been passed upon for State Auto
by Baker & Hostetler LLP, Columbus, Ohio.
EXPERTS
The consolidated financial statements and schedules of State Auto
Financial Corporation as of December 31, 1999 and 1998, and for each of the
three years in the period ended December 31, 1999, incorporated by reference in
this Prospectus and Post-Effective Amendment No. 1 to the Registration Statement
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon and incorporated by reference herein, and are included in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
State Auto is required by the Securities Exchange Act of 1934, as
amended, to file annual reports, quarterly reports, current reports, proxy
statements and other documents with the Securities and Exchange Commission (the
"SEC") on a regular basis. These documents are available to the public. You may
read and copy any document that State Auto has filed with the SEC as follows
(some of these locations may charge a prescribed fee or modest fee for copies):
- in person at the Public Reference Room of the SEC's main
office in Washington, D.C. (Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549) (for information,
please call the SEC at 1-800-SEC-0330);
- in person at the Public Reference Room of the SEC's regional
offices in New York or Chicago (New York--Seven World Trade
Center, Suite 1300, New York, New York
7
<PAGE> 10
10048; Chicago--Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661);
- by writing the SEC (Public Reference Section, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549);
- in person at the offices of the National Association of
Securities Dealers, Inc. (Reports Section,1735 K Street, N.W.,
Washington, D.C. 20006);
- by visiting the SEC's web site (www.sec.gov); or
- by using commercial document retrieval services or visiting
commercial web sites.
State Auto has filed with the SEC a registration statement and related
exhibits under the 1933 Act regarding the Common Shares offered and sold under
the Plan. As permitted by the SEC, this prospectus, which constitutes a part of
the registration statement, does not contain all of the information included in
the registration statement. You may obtain such additional information from the
locations listed above. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete. You
should refer to the contract or other document for all of the details.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows companies such as State Auto to incorporate information
from one document filed with the SEC into another separately filed document, a
practice known as "incorporating by reference." As a result, State Auto is
permitted to disclose important information in this prospectus to you by
incorporating information from other documents filed with the SEC into this
prospectus and referring you to these other documents. This prospectus
incorporates by reference information from the documents described in the table
below and in the paragraph following the table. These documents contain
important information about State Auto and its finances; the information in
these documents is deemed to be included in this prospectus.
<TABLE>
<CAPTION>
DOCUMENT FILED WITH THE SEC PERIOD COVERED BY DOCUMENT
BY STATE AUTO (FILE NO. 0-19289) OR DATE FILED
<S> <C> <C> <C>
- Annual Report on Form 10-K - Year ended December 31, 1999
- Quarterly Report on Form 10-Q - Quarter ended March 31, 2000
- Quarterly Report on Form 10-Q - Quarter ended June 30, 2000
- Quarterly Report on Form 10-Q - Quarter ended September 30, 2000
- Proxy Statement for the Annual Meeting of - Filed April 21, 2000
Shareholders held on May 26, 2000
</TABLE>
8
<PAGE> 11
State Auto is also incorporating by reference all documents filed with
the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and before the completion
of the offer and sale of its Common Shares under the Plan (other than portions
of the documents described in paragraphs (i), (k) and (l) of Item 402 of
Regulation S-K promulgated by the SEC).
The documents described above either are or will be available for
inspection or copying at the locations listed under the caption "Where You Can
Find More Information." In addition, if State Auto delivers this prospectus to
you, it will also provide you without charge, upon your written or oral request,
a copy of any or all of the documents that have been incorporated by reference
in this prospectus (other than the exhibits to these documents, unless an
exhibit is specifically incorporated by reference). Requests for such documents
should be directed to:
Manager, Investor Relations
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215-3976
1-800-444-9950 (ext. 5373)
9
<PAGE> 12
==============================================================================
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. STATE AUTO HAS NOT AUTHORIZED ANYONE TO PROVIDE
INFORMATION OTHER THAN THAT WHICH IS CONTAINED IN THIS PROSPECTUS
AND IN THE DOCUMENTS REFERRED TO IN THIS PROSPECTUS AND WHICH
ARE MADE AVAILABLE TO THE PUBLIC. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT.
YOU SHOULD ASSUME THAT THE INFORMATION APPEARING IN THIS PROSPECTUS, AS WELL AS
ALL INFORMATION PREVIOUSLY FILED BY STATE AUTO WITH THE SECURITIES AND EXCHANGE
COMMISSION AND INCORPORATED BY REFERENCE IN THIS PROSPECTUS, IS ACCURATE ONLY AS
OF THE DATE ON THE FRONT COVER OF THIS PROSPECTUS. STATE AUTO'S BUSINESS,
FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE
THAT DATE. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON SHARES, AND STATE AUTO
IS NOT SOLICITING OFFERS TO BUY COMMON SHARES, IN ANY STATE IN WHICH SUCH AN
OFFER OR SALE IS NOT PERMITTED.
------------------
TABLE OF CONTENTS
PAGE
The Company..................................................................2
Monthly Stock Purchase Plan..................................................3
Use of Proceeds..............................................................6
Anti-Takeover Provisions.....................................................6
Legal Matters................................................................7
Experts......................................................................7
Where You Can Find More
Information..................................................................7
===============================================================================
STATE AUTO
FINANCIAL CORPORATION
MONTHLY STOCK
PURCHASE PLAN
FOR INDEPENDENT AGENTS
300,000
COMMON SHARES
----------------------
PROSPECTUS
______________________
December ___, 2000
===============================================================================
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following are the estimated expenses to be incurred by State Auto
in connection with the offering described in this Registration Statement:
<TABLE>
<S> <C>
Registration Fee: Securities and Exchange Commission $1,101
-------------------------------------------------------------------------------
Legal Fees and Expenses 6,000
-------------------------------------------------------------------------------
Accounting Fees and Expenses 500
-------------------------------------------------------------------------------
Printing Expenses 500
-------------------------------------------------------------------------------
Miscellaneous Expenses 500
-------------------------------------------------------------------------------
Total Expenses $8,601
================================================================================
</TABLE>
Item 15. 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.
Article 6 of State Auto's Code of Regulations contains certain
indemnification provisions adopted pursuant to authority contained in Section
1701.13(E) of the Ohio Revised Code. State Auto'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 State Auto 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 State Auto or by the shareholders of State Auto or otherwise 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 State Auto; (b) in any action, suit, or proceeding by or
in the right of State Auto, they were not, and have not been adjudicated to have
been, negligent or guilty of misconduct in the performance of their duties to
State Auto; and (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 to the extent a director, officer, employee, or agent
has been successful on the merits or otherwise in defense of any such action,
suit, or proceeding, he shall be indemnified against expenses reasonably
incurred in connection therewith.
State Auto has entered into Indemnification Agreements with each of its
directors. These contracts generally: (a) conform the existing indemnity
provided to them under State Auto's Code of Regulations and assure that this
indemnity will continue to be provided; and (b) 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,
<PAGE> 14
including any action by or in the right of State Auto, on account of their
service as a director or officer of State Auto or at the request or with the
consent of State Auto 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 State Auto; (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 State Auto 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.
State Auto 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 the foregoing provisions, and
State Auto does not know of any threatened claims, actions, suits, or
proceedings which may result in a request for such indemnification.
Item 16. Exhibits
<TABLE>
<CAPTION>
If incorporated by reference,
Exhibit document with which Exhibit was
No. DESCRIPTION OF EXHIBIT previously filed with the SEC
------------ ---------------------- -------------------------------
<S> <C> <C>
4(a) Amended and Restated Articles of Incorporation Incorporated herein by reference to Exhibit
3(a) of a Registration Statement on Form S-1
(File No. 33-40643) filed on May 17, 1991.
4(b) Amendment to the Amended and Restated Articles of Incorporated herein by reference to Exhibit
Incorporation 4(b) of a Registration Statement on Form S-8
(File No. 33-89400) filed on February 10,
1995.
4(c) Amendment to the Amended and Restated Articles of Incorporated herein by reference to Exhibit
Incorporation 3(A)(3) of the Registrant's annual report on
Form 10-K filed on March 30, 1999.
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
If incorporated by reference,
Exhibit document with which Exhibit was
No. DESCRIPTION OF EXHIBIT previously filed with the SEC
------------ ---------------------- -------------------------------
<S> <C> <C>
4(d) Amended and Restated Code of Regulations Incorporated herein by reference to Exhibit
3(b) of a Registration Statement on Form S-1
(File No. 33-40643) filed on May 17, 1991.
4(e) State Auto Financial Corporation's Monthly Stock Contained herein
Purchase Plan for Independent Agents
5 Opinion of Baker & Hostetler LLP Contained herein
23(a) Consent of Baker & Hostetler LLP Contained in Exhibit 5
23(b) Consent of Ernst & Young LLP Contained herein
24(a) Powers of Attorney for Messrs. Lowther, D'Antoni, Registration Statement on Form S-3
Harris, Huesman, Lhota, and Manser (registration number 333-41849) filed on
December 10, 1997
24(b) Powers of Attorney for Messrs. Moone, Johnston, Contained herein
Bailey, and Smith
</TABLE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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;
(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 aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no
13
<PAGE> 16
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
the effective registration statement;
(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;
(iv) Provided, however, that paragraphs (1)(i)
and (1)(ii) do not apply if the information
required to be included in a post-effective
amendment by those paragraphs is contained
in periodic reports filed with or furnished
to the Securities and Exchange Commission by
the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(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 offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act or 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 of 1933 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
14
<PAGE> 17
as expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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-3 and has duly caused this
Post-Effective Amendment No. 1 to this Form S-3 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Columbus, State of Ohio, on November 30, 2000.
STATE AUTO FINANCIAL CORPORATION
By: /S/ Robert H. Moone
------------------------------------
Robert H. Moone, President and
Chief Executive Officer
15
<PAGE> 18
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Form S-3 Registration Statement has been
signed by the following persons in the capacities and on the 30th day of
November, 2000.
/s/ Robert H. Moone President and Chief Executive Officer
---------------------------- (principal executive officer)
Robert H. Moone
/s/ Steven J. Johnston Chief Financial Officer,Vice President, and
---------------------------- Treasurer (principal financial officer and
Steven J. Johnston principal accounting officer)
John R. Lowther* Vice President, Secretary, General Counsel
---------------------------- and Director
John R. Lowther
Robert L. Bailey* Chairman of the Board and Director
----------------------------
Robert L. Bailey
David J. D'Antoni* Director
----------------------------
David J. D'Antoni
Urlin G. Harris* Director
----------------------------
Urlin G. Harris
Paul W. Huesman* Director
----------------------------
Paul W. Huesman
William J. Lhota* Director
----------------------------
William J. Lhota
George R. Manser* Director
----------------------------
George R. Manser
Richard K. Smith* Director
----------------------------
Richard K. Smith
*The undersigned hereby executes this Post-Effective Amendment No. 1 to this
Form S-3 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.
/s/ Steven J. Johnston
----------------------------------
Steven J. Johnston
Power of Attorney
16
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
If incorporated by reference,
Exhibit document with which exhibit was
No. DESCRIPTION OF EXHIBIT previously filed with the SEC
--------------- --------------------- ---------------------------------------------
<S> <C> <C>
4(a) Amended and Restated Articles of Incorporation Incorporated herein by reference to Exhibit
3(a) of a Registration Statement on Form S-1
(File No. 33-40643) filed on May 17, 1991.
4(b) Amendment to the Amended and Restated Articles of Incorporated herein by reference to Exhibit
Incorporation 4(b) of a Registration Statement on Form S-8
(File No. 33-89400) filed on February 10,
1995.
4(c) Amendment to the Amended and Restated Articles of Incorporated herein by reference to Exhibit
Incorporation 3(A)(3) of the Registrant's annual report on
Form 10-K filed on March 30, 1999.
4(d) Amended and Restated Code of Regulations Incorporated herein by reference to Exhibit
3(b) of a Registration Statement on Form S-1
(File No. 33-40643) filed on May 17, 1991.
4(e) State Auto Financial Corporation's Monthly Stock Contained herein
Purchase Plan for Independent Agents
5 Opinion of Baker & Hostetler LLP Contained herein
23(a) Consent of Baker & Hostetler LLP Contained in Exhibit 5
23(b) Consent of Ernst & Young LLP Contained herein
24(a) Powers of Attorney for Messrs. Lowther, D'Antoni, Registration Statement on Form S-3
Harris, Huesman, Lhota, and Manser (registration number 333-41849) filed on
December 10, 1997
24(b) Powers of Attorney for Messrs. Moone, Johnston, Contained herein
Bailey, and Smith
</TABLE>
17
