UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
Amendment No. 3
State Auto Financial Corporation
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(Name of Subject Company)
State Auto Financial Corporation
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(Name of Person(s) Filing Statement)
Common Shares, without par value
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(Title of Class of Securities)
855-707105
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(CUSIP Number of Class of Securities)
John R. Lowther, Esq.
Senior Vice President, General Counsel and Secretary
State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215-3976
(614) 464-5000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notice and Communications on
Behalf of the Person(s) Filing Statement)
with copies to:
John P. Beavers, Esq.
Bricker & Eckler LLP
100 South Third Street
Columbus, Ohio 43215
(614) 227-2361
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
TABLE OF CONTENTS
Page
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Item 4. The Solicitation or Recommendation............................ 1
Item 9. Exhibits...................................................... 1
ii
This Amendment No. 3 to Schedule 14D-9 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 as amended and restated by Amendment
No. 1 filed on September 12, 2003.
Capitalized terms used but not defined herein have the meanings ascribed to them
in Amendment No. 1 to the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 is amended and supplemented by adding at the end of the discussion
under the heading "Background" the following:
On October 27, 2003, the Company mailed a letter to its shareholders
advising them of their ability to withdraw any Shares tendered pursuant to
the Tender Offer, and instructing such shareholders as to where to procure
the withdrawal form or additional information concerning the withdrawal of
tendered Shares. A copy of the October 27, 2003 letter to STFC's
shareholders is attached as Exhibit 99a(10). On the same date, the Company
made available to its shareholders, upon request, a form of Notice of
Withdrawal which may be used by STFC shareholders to withdraw Shares
previously tendered into the Tender Offer, and instructions related
thereto (the "Notice of Withdrawal"). A copy of the Notice of Withdrawal
is attached as Exhibit 99a(11).
ITEM 9. EXHIBITS.
Item Exhibit
No. No. Description of Exhibit
------ ------- ----------------------
a(1) 99a(1) STFC Press Release issued September 2, 2003(1)
a(2) 99a(2) Letter from State Auto Mutual to Shepard dated June 4, 2003(1)
a(3) 99a(3) Letter from State Auto Mutual to Shepard dated June 13, 2003(1)
a(4) 99a(4) Letter from State Auto Mutual to Shepard dated June 30, 2003(1)
a(5) 99a(5) Letter from Robert H. Moone, Chairman and Chief Executive
Officer of STFC, to Shepard dated September 2, 2003(1)
a(6) 99a(6) Letter from Robert H. Moone, Chairman and Chief Executive
Officer of State Auto Mutual, to Shepard dated September 2,
2003(1)
a(7) 99a(7) Letter from Robert H. Moone, Chairman and Chief Executive
Officer of STFC, to Shepard dated June 6, 2003(2)
a(8) 99a(8) Letter to STFC's shareholders dated September 12, 2003(2)
a(9) 99a(9) STFC Press Release issued October 16, 2003(3)
a(10) 99a(10) Letter to STFC's shareholders dated October 27, 2003(4)
Item Exhibit
No. No. Description of Exhibit
------ ------- ----------------------
a(11) 99a(11) Form of Notice of Withdrawal and instructions related thereto(4)
e(1) 99e(1) STFC 2003 Proxy Statement(1)
e(2) 99e(2) Amended and Restated Put Agreement(1)
e(3) 99e(3) Amended and Restated Credit Agreement(1)
e(4) 99e(4) Amended and Restated Standby Purchase Agreement(1)
e(5) 99e(5) STFC Code of Regulations(1)
e(6) 99e(6) Indemnification Agreement(1)
1 Included with the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 originally filed by STFC on September 2, 2003.
2 Included with Amendment No. 1 to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 filed by STFC on September 12, 2003.
3 Included with Amendment No. 2 to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 filed by STFC on October 20, 2003.
4 Filed with this Amendment.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
STATE AUTO FINANCIAL CORPORATION
Dated: October 27, 2003 By /s/ John R. Lowther
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John R. Lowther
Senior Vice President,
General Counsel and Secretary
2
EXHIBIT INDEX
Item Exhibit
No. No. Description of Exhibit
------ ------- ----------------------
a(1) 99a(1) STFC Press Release issued September 2, 2003(1)
a(2) 99a(2) Letter from State Auto Mutual to Shepard dated June 4, 2003(1)
a(3) 99a(3) Letter from State Auto Mutual to Shepard dated June 13, 2003(1)
a(4) 99a(4) Letter from State Auto Mutual to Shepard dated June 30, 2003(1)
a(5) 99a(5) Letter from Robert H. Moone, Chairman and Chief Executive
Officer of STFC, to Shepard dated September 2, 2003(1)
a(6) 99a(6) Letter from Robert H. Moone, Chairman and Chief Executive
Officer of State Auto Mutual, to Shepard dated September 2,
2003(1)
a(7) 99a(7) Letter from Robert H. Moone, Chairman and Chief Executive
Officer of STFC, to Shepard dated June 6, 2003(2)
a(8) 99a(8) Letter to STFC's shareholders dated September 12, 2003(2)
a(9) 99a(9) STFC Press Release issued October 16, 2003(3)
a(10) 99a(10) Letter to STFC's shareholders dated October 27, 2003(4)
a(11) 99a(11) Form of Notice of Withdrawal and instructions related thereto(4)
e(1) 99e(1) STFC 2003 Proxy Statement(1)
e(2) 99e(2) Amended and Restated Put Agreement(1)
e(3) 99e(3) Amended and Restated Credit Agreement(1)
e(4) 99e(4) Amended and Restated Standby Purchase Agreement(1)
e(5) 99e(5) STFC Code of Regulations(1)
e(6) 99e(6) Indemnification Agreement(1)
1 Included with the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 originally filed by STFC on September 2, 2003.
2 Included with Amendment No. 1 to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 filed by STFC on September 12, 2003.
3 Included with Amendment No. 2 to the Company's Solicitation/Recommendation
Statement on Schedule 14D-9 filed by STFC on October 20, 2003.
4 Filed with this Amendment.