-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MuXkCUjn6Kf6WIbk4SQvSGh/lzLmca7jrdMtwjMP0rPXJQWEGghJS0gRcP77Ju5M op57fkdUKu3Maj0/5QFxPg== 0000950152-03-005922.txt : 20030603 0000950152-03-005922.hdr.sgml : 20030603 20030603170451 ACCESSION NUMBER: 0000950152-03-005922 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATE AUTO FINANCIAL CORP CENTRAL INDEX KEY: 0000874977 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 311324304 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58913 FILM NUMBER: 03730870 BUSINESS ADDRESS: STREET 1: 518 E BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43215-3976 BUSINESS PHONE: 6144645000 MAIL ADDRESS: STREET 1: 518 EAST BROAD STREET CITY: COLUMBUS STATE: OH ZIP: 43215 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHEPARD GREGORY M CENTRAL INDEX KEY: 0001065833 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 303 E WASHINGTON STREET CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3095571210 MAIL ADDRESS: STREET 1: 303 E WASHINGTON STREET CITY: BLOOMINGTON STATE: IL ZIP: 61701 SC 13D/A 1 l01275asc13dza.txt STATE AUTO FINANCIAL/GREGORY M. SHEPPARD SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment NO. 2) 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 3, 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. 2 to Schedule 13D is filed on behalf of Gregory M. Shepard, an individual, for the purpose of updating Item 7 hereof with respect to his shares of common stock, no par value ("Shares") of State Auto Financial Corporation ("STFC"). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.6 Letter to Board of Directors of State Automobile Mutual Insurance Company and Board of Directors of STFC. 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 3, 2003 /s/ Gregory M. Shepard - ---------------------------------------- Gregory M. Shepard EXHIBIT INDEX ------------- 7.6 Letter to Board of Directors of State Automobile Mutual Insurance Company and Board of Directors of STFC. EX-7.6 3 l01275aexv7w6.txt EX-7.6 LETTER TO BOARD OF DIRECTORS EXHIBIT 7.6 GREGORY M. SHEPARD ATTORNEY AT LAW 15 Country Club Place Bloomington, IL 61701 Tel.: 309-827-5968 E-mail: gshepard2000@aol.com June 3, 2003 Board of Directors State Auto Financial Corporation 518 East Broad Street Columbus, Ohio 43215-3976 Board of Directors State Automobile Mutual Insurance Company 518 East Broad Street Columbus, Ohio 43215-3976 Attention: Mr. Robert H. Moone, Chairman & CEO Gentlemen: I wish to reiterate my desire to meet with the State Auto Mutual ("Mutual") board of directors and the State Auto Financial Corporation ("STFC") board of directors to explain why my offer is in the best interests of the STFC shareholders and to negotiate a transaction. Please contact me to arrange a meeting. I see from your press release dated May 30, 2003, that there is to be a special meeting of the board of directors of State Auto Mutual this week. I trust that there will also be a special meeting of the board of directors of State Auto Financial Corporation, as STFC's shareholder interests are different than the Mutual's interests. In particular, I trust there will be a meeting of STFC's special independent committee, along with separate independent legal and financial advisors, to consider my proposal from the STFC stockholders' perspective. If you elect to reject my offer, I would like to see, as I'm sure all STFC shareholders would, written reports from the independent committees of both boards who assessed and evaluated my offer. Given the spirit of Sarbanes-Oxley and the myriad of potential and actual conflicts between Mutual and STFC shareholders, I trust that Mutual and STFC will have separate independent counsel and financial advisors, in addition to separate advisors for the two independent committees. Please respond to me by June 13, 2003. Thank you. Very truly yours, /s/ Gregory M. Shepard Gregory M. 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