SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment NO. 5)
STATE AUTO FINANCIAL CORPORATION
(Name of Issuer)
COMMON SHARES
(Title of Class of Securities)
85570710500
(CUSIP Number of Class of Securities)
F. Ronald O'Keefe, Esq.
Hahn Loeser & Parks LLP
3300 BP Tower
200 Public Square
Cleveland, Ohio 44114-2301
(216) 621-0150
(Name, address and telephone number of persons
authorized to receive notices and communications
on behalf of person(s) filing statement)
JUNE 23, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box
[ ].
CUSIP No. 85570710500
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON
GREGORY M. SHEPARD
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 2,000,000
OWNED BY EACH
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-0-
9. SOLE DISPOSITIVE POWER
2,000,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.11%
14. TYPE OF REPORTING PERSON
IN
SCHEDULE 13D/A
This Amendment No. 5 to Schedule 13D is filed on behalf of Gregory M. Shepard,
an individual, for the purpose of updating Items 4 and 7 hereof with respect to
his shares of common stock, no par value ("Shares") of State Auto Financial
Corporation ("STFC").
ITEM 4. PURPOSE OF TRANSACTION
ITEM 4 IS HEREBY AMENDED TO ADD THE FOLLOWING:
On June 23, 2003, the Filing Person sent a letter (attached as Exhibit 7.10) to
the Board of Directors of State Automobile Mutual Insurance Company ("State
Auto") and the Board of Directors of STFC proposing to negotiate a transaction
whereby, subject to the completion of customary due diligence by the Filing
Person, the Filing Person would commence a tender offer for 8,000,000 of STFC's
10,896,332 public shares (other than the Filing Person's shares as of March 31,
2003) for $30.00 per share. The Filing Person would agree not to tender his
shares in the public tender offer and State Auto, and all directors and
executive officers of State Auto and STFC, would also agree not to tender any
shares. The Filing Person's financing would not involve the incurrence of any
debt by State Auto, STFC or their subsidiaries or affiliates. STFC would not
cash out its outstanding stock options. A press release (attached as Exhibit
7.11) describing the letter and its contents was issued on the same day.
This summary of the letter and the press release does not purport to be complete
and is qualified in its entirety by reference to the complete text of the letter
and the press release. A copy of the letter and the press release are filed as
Exhibit 7.10 and 7.11 hereto, respectively and are incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.10 Letter to Board of Directors of State Automobile Mutual Insurance
Company and Board of Directors of STFC.
7.11 Press Release.
SCHEDULE 13D
SIGNATURE PAGE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
DATED: June 23, 2003
/s/ Gregory M. Shepard
-------------------------------------
Gregory M. Shepard
EXHIBIT INDEX
7.10 Letter to Board of Directors of State Automobile Mutual Insurance
Company and Board of Directors of STFC.
7.11 Press Release