As filed with the Securities and Exchange Commission on March 25, 2003
Registration No. 333-56338
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-1324304
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
518 East Broad Street
Columbus, Ohio 43215-3976
(Address of principal executive offices) (Zip code)
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State Auto Property & Casualty Insurance Company
Amended and Restated Incentive Deferred Compensation Plan
(Full title of the plan)
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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
(Name, address and telephone number, including
area code, of agent for service)
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On February 28, 2001, State Auto Financial Corporation, an Ohio
corporation (the "Company"), filed a registration statement on Form S-8
(Registration No. 333-56338) (the "Registration Statement") with the Securities
and Exchange Commission. The Company filed the Registration Statement to
register participation interests in the State Auto Property & Casualty Insurance
Company Amended and Restated Incentive Deferred Compensation Plan (the "Plan")
and 250,000 Common Shares, without par value (the "Shares"), of the Company. The
Shares were included in a Company stock fund, which was an investment
alternative under the Plan. Under the Plan, participants had the ability to
direct the investments of their accounts into several investment funds,
including the Company stock fund.
The Company has removed the Company stock fund as an investment fund
under the Plan. A total of 73.695 Shares were sold through the Company stock
fund, leaving a total of 249,926.305 Shares unsold. The Company hereby requests
that all unsold Shares be deregistered.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit If Incorporated by Reference, Document with
Number Description of Exhibit which Exhibit was Previously Filed with SEC
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24 Powers of Attorney for David J. D'Antoni, Registration Statement on Form S-8, File No.
Urlin G. Harris, Paul W. Huesman, William J. 333-43880, filed on August 16, 2000 (see
Lhota, George R. Manser and Richard K. Smith Exhibit 24 therein).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Columbus, State of Ohio, on March 25, 2003.
STATE AUTO FINANCIAL CORPORATION
Date: March 25, 2003 By /s/ Robert H. Moone
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Robert H. Moone, Chairman,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Name Title Date
/s/ Robert H. Moone Chairman, President and March 25, 2003
------------------------------------ Chief Executive Officer
Robert H. Moone (principal executive officer)
/s/ Steven J. Johnston Senior Vice President, Treasurer March 25, 2003
------------------------------------ and Chief Financial Officer
Steven J. Johnston (principal financial officer and
principal accounting officer)
/s/ John R. Lowther Senior Vice President, Secretary, March 25, 2003
------------------------------------ General Counsel and Director
John R. Lowther
David J. D'Antoni* Director March 25, 2003
------------------------------------
David J. D'Antoni
Urlin G. Harris, Jr.* Director March 25, 2003
------------------------------------
Urlin G. Harris, Jr.
Paul W. Huesman* Director March 25, 2003
------------------------------------
Paul W. Huesman
William J. Lhota* Director March 25, 2003
------------------------------------
William J. Lhota
George R. Manser* Director March 25, 2003
------------------------------------
George R. Manser
Director March 25, 2003
------------------------------------
S. Elaine Roberts
Richard K. Smith* Director March 25, 2003
------------------------------------
Richard K. Smith
*Steven J. Johnston, by signing his name hereto, does hereby execute
this Registration Statement on behalf of each of the indicated directors of the
Registrant pursuant to powers of attorney executed by such directors and filed
as an exhibit to this Registration Statement.
By /s/ Steven J. Johnston March 25, 2003
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Steven J. Johnston, Attorney-in-Fact
EXHIBIT INDEX
Exhibit If Incorporated by Reference, Document with
Number Description of Exhibit which Exhibit was Previously Filed with SEC
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24 Powers of Attorney for David J. D'Antoni, Registration Statement on Form S-8, File No.
Urlin G. Harris, Paul W. Huesman, William J. 333-43880, filed on August 16, 2000 (see
Lhota, George R. Manser and Richard K. Smith Exhibit 24 therein).