-----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, J3I9xY3zc920VAjSHh85YGvnp1pG0aIm1VbzEP7J2NxXHg7/+mMOA6MVuZJUMEHq mL9UrVsN+U+hO77fA6koNQ== 0000891092-04-000451.txt : 20040203 0000891092-04-000451.hdr.sgml : 20040203 20040202200241 ACCESSION NUMBER: 0000891092-04-000451 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040202 ITEM INFORMATION: Other events ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI FINANCIAL CORP CENTRAL INDEX KEY: 0000020286 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 310746871 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04604 FILM NUMBER: 04560685 BUSINESS ADDRESS: STREET 1: 6200 S GILMORE RD CITY: FAIRFIELD STATE: OH ZIP: 45014 BUSINESS PHONE: 5138702000 MAIL ADDRESS: STREET 1: 6200 SOUTH GILMORE ROAD CITY: FAIRFIELD STATE: OH ZIP: 45014-5141 8-K 1 e16780_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report: February 2, 2004 Commission file number 0-4604 CINCINNATI FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Ohio 31-0746871 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6200 S. Gilmore Road, Fairfield, Ohio 45014-5141 - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (513) 870-2000 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On February 2, 2004, Cincinnati Financial Corporation issued the attached news releases: a) News release entitled "Cincinnati Financial Corporation Increases Cash Dividend, Declares 5 Percent Stock Dividend," attached hereto as Exhibit 99.1, which is incorporated herein by reference, declaring a 10 percent increase in the indicated annual cash dividend to $1.10 per share and a 5 percent stock dividend. b) News release entitled "Cincinnati Financial Subsidiaries Appoint Officers and Counsel," attached hereto as Exhibit 99.2, which is incorporated herein by reference, announcing the appointment of James E. Benoski as vice chairman and chief insurance officer of CFC; the appointment of Kenneth S. Miller, CLU, ChFC, as chief investment officer and senior vice president of CFC; and other new appointments or promotions of subsidiary officers and counsel. c) News release entitled "Cincinnati Financial Corporation Announces Corporate Governance Actions," attached hereto as Exhibit 99.3, which is incorporated herein by reference, announcing a series of board actions including naming a slate of nominees for election to the board of directors at the annual meeting of shareholders on April 24, 2004. The board also adopted corporate governance guidelines, charters for the compensation and nominating committees and a code of ethics for senior financial officers as well as amended the charter for the audit committee, all of which may be accessed by the public on the Investor's page of the corporation's Web site at www.cinfin.com. ITEM 9. REGULATION FD DISCLOSURE. On February 2, 2004, Cincinnati Financial Corporation issued a news release entitled "Cincinnati Financial Corporation Announces Director Transitions to Take Effect in April," attached hereto as Exhibit 99.4, which is incorporated herein by reference, announcing that two current directors of the corporation will not stand for re-election at the company's annual meeting of shareholders on April 24, 2004, in accordance with the board's long-established age guidelines. The information included in this report under Items 5 and 9 shall not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. The information furnished in Item 9 of this report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Signature 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 thereunto duly authorized. CINCINNATI FINANCIAL CORPORATION /s/ Kenneth W. Stecher ----------------------------------------------- Kenneth W. Stecher Chief Financial Officer, Senior Vice President, Secretary and Treasurer (Principal Accounting Officer) February 2, 2004 Exhibits 99.1 - Cincinnati Financial Corporation Increases Cash Dividend, Declares 5 Percent Stock Dividend 99.2 - Cincinnati Financial Subsidiaries Appoint Officers and Counsel 99.3 - Cincinnati Financial Corporation Announces Corporate Governance Actions 99.4 -- Cincinnati Financial Corporation Announces Director Transitions to Take Effect in April EX-99.1 3 e16780ex99-1.txt PRESS RELEASE Exhibit 99.1 [LOGO] CINCINNATI FINANCIAL CORPORATION Mailing Address: P.O. BOX 145496 CINCINNATI, OHIO 45250-5496 (513) 870-2000 Investor Contact: Heather J. Wietzel (513) 603-5236 Media Contact: Joan O. Shevchik (513) 603-5323 Cincinnati Financial Corporation Increases Cash Dividend, Declares 5 Percent Stock Dividend o 10% rise in indicated annual cash dividend rate o Board actions signal positive outlook for 2004 and beyond CINCINNATI, Feb. 2 /PRNewswire-FirstCall/ -- Cincinnati Financial Corporation (Nasdaq: CINF) today announced that the board of directors voted at its regular meeting on January 31, 2004, to increase the regular quarterly cash dividend 10 percent to 27.5 cents per share, payable April 15, 2004, to shareholders of record on March 24, 2004. At the new level, the indicated annual dividend is $1.10 per share. Cash dividends declared in 2003 were $1.00 per share, up from 89 cents in 2002. In an additional action, the board declared a 5 percent stock dividend to be distributed June 15, 2004, on shares outstanding and of record on April 30, 2004. This is the 28th stock dividend or split declared over the past 53 years. After the stock dividend, one Cincinnati Insurance share purchased in 1950 will have grown to 2,044 Cincinnati Financial shares, with stock dividends reinvested and cash dividends not reinvested. Chairman and Chief Executive Officer John J. Schiff, Jr., CPCU, commented, "Cincinnati Financial's dividend policy reflects our business strategies and the predictability they foster. Our board has increased the cash dividend in each of the last 44 years and sought opportunities to reward shareholders with stock splits and dividends. Today's actions signal the confidence the board has in the company's future." Cincinnati Financial's common stock returned a positive 27.2 percent to shareholders over the past five years, compared with a negative return of 2.8 percent for the Standard & Poor's 500 Index. Cincinnati Financial Corporation offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company supports the insurance subsidiaries and their independent agent representatives through commercial leasing and financing activities. CinFin Capital Management Company provides asset management services to institutions, corporations and individuals. For additional information, please visit the company's Web site at www.cinfin.com. This is a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995. Certain forward-looking statements contained herein involve potential risks and uncertainties. The company's future results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to: o unusually high levels of catastrophe losses due to changes in weather patterns or other causes o increased frequency and/or severity of claims o environmental events or changes o insurance regulatory actions, legislation or court decisions that increase expenses or place the company at a disadvantage in the marketplace o adverse outcomes from litigation or administrative proceedings o recession or other economic conditions resulting in lower demand for insurance products o sustained decline in overall stock market values negatively affecting the company's equity portfolio, in particular a sustained decline in market value of Fifth Third Bancorp shares o events that lead to a significant decline in the market value of a particular security and impairment of the asset o delays in the development, implementation and benefits of technology enhancements o decreased ability to generate growth in investment income Further, the company's insurance businesses are subject to the effects of changing social, economic and regulatory environments. Public and regulatory initiatives have included efforts to adversely influence and restrict premium rates, restrict the ability to cancel policies, impose underwriting standards and expand overall regulation. The company also is subject to public and regulatory initiatives that can affect the market value for its common stock, such as recent measures impacting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain. *** EX-99.2 4 e16780ex99-2.txt PRESS RELEASE Exhibit 99.2 [LOGO] CINCINNATI FINANCIAL CORPORATION Mailing Address: P.O. BOX 145496 CINCINNATI, OHIO 45250-5496 (513) 870-2000 Investor Contact: Heather J. Wietzel (513) 603-5236 Media Contact: Joan O. Shevchik (513) 603-5323 Cincinnati Financial Subsidiaries Appoint Officers and Counsel o James E. Benoski named vice chairman and chief insurance officer o Kenneth S. Miller named chief investment officer and senior vice president CINCINNATI, Feb. 2 /PRNewswire-FirstCall/ -- Cincinnati Financial Corporation (Nasdaq: CINF) announced today the appointment of James E. Benoski as Cincinnati Financial Corporation's vice chairman and chief insurance officer, posts he has held in the company's insurance subsidiaries since 1999. Further, the board appointed Kenneth S. Miller, CLU, ChFC, as chief investment officer and senior vice president of the corporation. Miller has served as vice president of the corporation since 1997 and senior vice president of the company's insurance subsidiaries since 2000, heading the investment department for the past year. Boards of subsidiary companies also met and made the following promotions and new or additional appointments of officers and counsel: Property Casualty Insurance Subsidiaries: The Cincinnati Insurance Company The Cincinnati Casualty Company The Cincinnati Indemnity Company Kenneth S. Miller, CLU, ChFC, Chief Investment Officer and Senior Vice President-Investments Donald J. Doyle, Jr., CPCU, AIM, Senior Vice President-Strategic Planning Joel W. Davenport, CPCU, AAI, Vice President-Commercial Lines Timothy D. Huntington, CPCU, AU, Vice President-Commercial Lines Steven W. Leibel, CPCU, AIM, Vice President-Personal Lines Martin J. Mullen, CPCU, Vice President-Headquarters Claims Philip J. Van Houten, CFE, FCLS, Vice President-Special Investigations Michael R. Abrams, Assistant Vice President-Investments W. Dane Donham, AIM, Assistant Vice President-Commercial Lines John C. DuBois, Assistant Vice President-Personal Lines Carl C. Gaede, CPCU, AFSB, Assistant Vice President-Bond & Executive Risk Janet K. McVay, Assistant Vice President-Personal Lines Robyn C. Muhlberg, Assistant Vice President-Information Technology Carol A. Oler, AIM, Assistant Vice President-Information Technology Dennis G. Stetz, SCLA, Assistant Vice President-Headquarters Claims Charles P. Stoneburner II, CPCU, Assistant Vice President-Headquarters Claims Robert W. Wallace, CPCU, Assistant Vice President-Headquarters Claims Roger A. Chamberlain, Secretary-Administrative Services M. Cathleen Cloud, CPCU, AIM, Secretary-Commercial Lines Douglas W. Stang, Secretary-Staff Underwriting James E. Streicher, CPCU, AIM, ARe, Secretary-Personal Lines William H. Thomas, AIM, Secretary-Commercial Lines Hollis A. Jones, AIM, Assistant Treasurer-Investments Beth A. Scalf, Assistant Treasurer-Corporate Accounting Kimberly A. Beckman, PMP, Assistant Secretary-Information Technology Pamela J. Cooper, CPCU, AIM, Assistant Secretary-Commercial Lines Jack D. Kelley, CPCU, AIC, Assistant Secretary-Field Claims Glenn W. Koch, CPCU, AIM, Assistant Secretary-Commercial Lines Philip D. Motz, Assistant Secretary-Information Technology David V. Neville, CPCU, AIM, Assistant Secretary-Personal Lines David A. Rice, SCLA, Assistant Secretary-Field Claims Henry C. Schmidt, AIM, Assistant Secretary-Personal Lines Brian R. McHenry, Associate Counsel Matthew R. Skinner, Associate Counsel The Cincinnati Life Insurance Company: Donald J. Doyle, Jr.* Michael R. Abrams* Robyn C. Muhlberg* Carol A. Oler* Hollis A. Jones* Kimberly A. Beckman* Ann S. Binzer, CLU, ChFC, FALU, FLMI, Assistant Secretary-Life & Health Claims Philip D. Motz* Brian R. McHenry* Matthew R. Skinner* CinFin Capital Management Company: Michael K. O'Connor, CFA, AFSB, Vice President-Investments The CFC Investment Company: Jerry L. Litton, Treasurer-Corporate Accounting * Title as listed above. Cincinnati Financial Corporation (Nasdaq: CINF) offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company supports the insurance subsidiaries and their independent agent representatives through commercial leasing and financing activities. CinFin Capital Management Company provides asset management services to institutions, corporations and individuals. *** EX-99.3 5 e16780ex99-3.txt PRESS RELEASE Exhibit 99.3 [LOGO] CINCINNATI FINANCIAL CORPORATION Mailing Address: P.O. BOX 145496 CINCINNATI, OHIO 45250-5496 (513) 870-2000 Investor Contact: Heather J. Wietzel (513) 603-5236 Media Contact: Joan O. Shevchik (513) 603-5323 Cincinnati Financial Corporation Announces Corporate Governance Actions CINCINNATI, Feb. 2 /PRNewswire-FirstCall/ -- Cincinnati Financial Corporation (Nasdaq: CINF) today announced that the board of directors, at its regular meeting on January 31, 2004, approved a series of actions designed to strengthen the company's corporate governance practices and ensure the company is in compliance with governance regulations effective April 24, 2004. The board took these actions: o Named a slate of nominees for election at the company's annual meeting of shareholders on April 24, 2004, including two new candidates: o Dirk J. Debbink (age 48), president, MSI General Corporation, Oconomowoc, Wisconsin; Rear Admiral, U.S. Naval Reserve; and chairman, First Bank Financial Centre, Oconomowoc, Wisconsin. MSI General is a leader in the commercial, industrial, retail, educational, religious and municipal design/build construction industry. o Douglas S. Skidmore (age 41), president, chief executive officer and director of Skidmore Sales & Distributing Company, Inc., West Chester, Ohio. Skidmore Sales & Distributing is a family-owned, full-service distributor and broker of quality industrial food ingredients. The board will continue to have 15 members, as two long-serving directors will not stand for re-election in accordance with the board's long-established age guidelines. o Adopted corporate governance guidelines and charters for the compensation and nominating committees to take effect at the company's annual meeting of shareholders on April 24, 2004 o Amended the charter for the audit committee effective immediately o Adopted a code of ethics for senior financial officers Assuming the election of the slate of nominees at the annual meeting of shareholders, the board will be composed of a majority of independent directors. At that time, some committee assignments will shift to meet the independence requirements of applicable law and the listing standards of Nasdaq. The audit committee currently is comprised of five independent directors. "Cincinnati Financial's management and directors purposefully align business decisions with our mission, which includes fulfilling the company's obligations to its independent agents, policyholders and shareholders as well as associates, suppliers and communities it serves. We work diligently to meet those obligations and to act with integrity, defined as consistency, honesty and fairness," said John J. Schiff, Jr., CPCU, chairman and chief executive officer. "The actions taken by the board reflect that philosophy," Schiff added, "In an evolving process that is allowing the company to retain the advantages of independent agent representation on its board, practices have been formalized to ensure compliance with recent legislative and regulatory changes." As one of many earlier steps taken to achieve full compliance with new legislative and regulatory requirements, Schiff noted that the company had established a formal disclosure committee more than a year ago. "That committee has been a genuine benefit in the sharing of information to and from senior managers and associates throughout our organization. The disclosure committee process provides additional assurance that we will continue to gather and communicate information thoroughly and openly with those who have an interest in our company." The new corporate governance area of the Investors page of the company's Web site at www.cinfin.com presents information related to the actions discussed above. Cincinnati Financial Corporation offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company supports the insurance subsidiaries and their independent agent representatives through commercial leasing and financing activities. CinFin Capital Management Company provides asset management services to institutions, corporations and individuals. For additional information, please visit the company's Web site at www.cinfin.com. This is a "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995. Certain forward-looking statements contained herein involve potential risks and uncertainties. The company's future results could differ materially from those discussed. Factors that could cause or contribute to such differences include, but are not limited to: o unusually high levels of catastrophe losses due to changes in weather patterns or other causes o increased frequency and/or severity of claims; environmental events or changes o insurance regulatory actions, legislation or court decisions that increase expenses or place the company at a disadvantage in the marketplace o adverse outcomes from litigation or administrative proceedings; recession or other economic conditions resulting in lower demand for insurance products o sustained decline in overall stock market values negatively affecting the company's equity portfolio, in particular a sustained decline in market value of Fifth Third Bancorp shares o events that lead to a significant decline in the market value of a particular security and impairment of the asset o delays in the development, implementation and benefits of technology enhancements o decreased ability to generate growth in investment income. Further, the company's insurance businesses are subject to the effects of changing social, economic and regulatory environments. Public and regulatory initiatives have included efforts to adversely influence and restrict premium rates, restrict the ability to cancel policies, impose underwriting standards and expand overall regulation. The company also is subject to public and regulatory initiatives that can affect the market value for its common stock, such as recent measures impacting corporate financial reporting and governance. The ultimate changes and eventual effects, if any, of these initiatives are uncertain. *** EX-99.4 6 e16780ex99-4.txt PRESS RELEASE Exhibit 99.4 [LOGO] CINCINNATI FINANCIAL CORPORATION Mailing Address: P.O. BOX 145496 CINCINNATI, OHIO 45250-5496 (513) 870-2000 Investor Contact: Heather J. Wietzel (513) 603-5236 Media Contact: Joan O. Shevchik (513) 603-5323 Cincinnati Financial Corporation Announces Director Transitions to Take Effect in April CINCINNATI, Feb. 2 /PRNewswire-FirstCall/ -- Cincinnati Financial Corporation (Nasdaq: CINF) announced today that, in accordance with the board's long-established age guidelines, two directors of the corporation and its subsidiaries will not stand for re-election at the company's annual shareholders' meeting on April 24, 2004. Alan R. Weiler, CPCU, has served as a member of the Cincinnati Financial board since 1992. He is currently a member of the nominating committee and of the executive committees of Cincinnati Financial and its property casualty insurance subsidiaries. Mr. Weiler is chairman of Archer-Meek-Weiler Agency, Inc., an independent insurance agency in Columbus, Ohio. John E. Field, CPCU, joined the Cincinnati Financial board in 1995. Currently, he serves on the executive committees of the corporation and its property casualty insurance subsidiaries. Mr. Field recently retired from Wallace & Turner, Inc. He continues as chairman of the Springfield, Ohio, independent insurance agency. Chairman and Chief Financial Officer John J. Schiff, Jr., said, "The company and our shareholders have benefited immensely from the efforts of these two directors. Alan Weiler embraced our company, both as an agent and as a director. He has consistently been a strong and independent voice for professional insurance agents and their policyholders, ensuring that our company prospers by staying true to its mission of bringing them the highest quality insurance protection and service. "John Field has likewise guided our progress with great dedication," Mr. Schiff added. "He has kept us sharply focused on the importance of long-term relationships within the communities where our agents market Cincinnati products and services. John has put into action the ideals of two of the founders of The Cincinnati Insurance Company and the Wallace & Turner agency - - - Harry M. Turner and Chester T. Field. Chief among those ideals was the determination to be fully engaged in improving the businesses he led and the community he supported." Mr. Schiff continued, "With the transition of Alan and John off the board, its composition will continue to include independent agents serving alongside independent directors with expertise in non-insurance areas. We're pleased to retain this strategic advantage while meeting new board composition requirements applying to all public companies." The company plans to maintain the 15-member board, asking shareholders to vote on two new nominees at the April 24, 2004, annual shareholders' meeting. Cincinnati Financial Corporation offers property and casualty insurance, its main business, through The Cincinnati Insurance Company, The Cincinnati Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life Insurance Company markets life and disability income insurance and annuities. CFC Investment Company supports the insurance subsidiaries and their independent agent representatives through commercial leasing and financing activities. CinFin Capital Management Company provides asset management services to institutions, corporations and high net worth individuals. *** -----END PRIVACY-ENHANCED MESSAGE-----