SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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):
December 16, 2003 (November 12, 2003)
State Auto Financial Corporation
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(Exact name of registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation)
0-19289 31-1324304
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(Commission File Number) (IRS Employer 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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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On November 12, 2003, State Auto Financial Corporation
("STFC") entered into a new structured contingent financing
credit facility with a syndicate of lenders, with KeyBank
National Association serving as administrative agent, lead
arranger and sole book runner. This new facility replaces
STFC's former structured contingent financing credit facility
which expired on November 11, 2003. The terms of this new
credit facility are substantially the same as the former
credit facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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10.01 $100,000,000 Credit Agreement among SAF Funding Corporation, as Borrower, the Lenders named
therein, and KeyBank National Association, as Administrative Agent, Lead Arranger and Sole Book
Runner, dated November 12, 2003.
10.02 Put Agreement among State Automobile Mutual Insurance Company, State Auto Financial Corporation,
and KeyBank National Association, as Agent, dated November 12, 2003.
10.03 Standby Purchase Agreement between State Auto Financial Corporation and SAF Funding Corporation
dated November 12, 2003.
Schedules and exhibits to the above described Credit
Agreement, Put Agreement and Standby Purchase Agreement have
not been filed because the Company believes they do not
contain information material to an investment decision that is
not otherwise disclosed in such documents. A list has been
included in the Credit Agreement, Put Agreement and Standby
Purchase Agreement briefly identifying the contents of all
omitted schedules and exhibits. The Company hereby agrees to
furnish a copy of any omitted schedule or exhibit to the
Securities and Exchange Commission upon its request.
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: December 16, 2003 By: /s/ Robert H. Moone
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Robert H. Moone, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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10.01 $100,000,000 Credit Agreement among SAF Funding Corporation, as Borrower, the Lenders named therein, and
KeyBank National Association, as Administrative Agent, Lead Arranger and Sole Book Runner, dated November
12, 2003.
10.02 Put Agreement among State Automobile Mutual Insurance Company, State Auto Financial Corporation, and
KeyBank National Association, as Agent, dated November 12, 2003.
10.03 Standby Purchase Agreement between State Auto Financial Corporation and SAF Funding Corporation dated
November 12, 2003.