UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2005
(January 1, 2005)
STATE AUTO FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 0-19289 31-1324304
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
518 East Broad Street, Columbus, Ohio 43215-3976
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 464-5000
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Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Board of Directors of State Auto Financial Corporation (the
"Company") has approved a new compensation package for non-employee, or outside
directors, of the Company. Effective January 1, 2005, the Company's outside
directors began receiving the following compensation, based on the
recommendation of the Compensation Committee's consultant:
1. $25,000 annual retainer for each outside director;
2. $5,000 annual retainer for each committee chair, except for
the chair of the Company's Audit Committee;
3. $10,000 annual retainer for the chair of the Company's Audit
Committee; and
4. $1,000 per meeting fee for each Board and committee meeting
attended in person or telephonically.
The Company also anticipates presenting an amended equity award plan
for outside directors for approval by shareholders at the Company's 2005 annual
meeting of shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
STATE AUTO FINANCIAL CORPORATION
Date: February 23, 2005 By /s/ Steven J. Johnston
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Treasurer and Chief Financial Officer