-----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, WqOcORDC1x3jiASrxVal9miKQxDYqyX4nY+CX0r+npuw9j8sbZdsnWR/VcmL2Tmb YV6XK9dfIOouBcR3PnTMmQ== 0000950128-03-000705.txt : 20030530 0000950128-03-000705.hdr.sgml : 20030530 20030530080455 ACCESSION NUMBER: 0000950128-03-000705 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030530 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: 03724350 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 l01218asc13dza.txt STATE AUTO FINANCIAL CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment NO. 1) 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) MAY 29,2003 (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 [ ]. Page 1 of 7 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 NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 2,000,000 REPORTING PERSON WITH 8. SHARED VOTING POWER -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 Page 2 of 7 SCHEDULE 13D/A This Amendment No. 1 to Schedule 13D is filed on behalf of Gregory M. Shepard, an individual, for the purpose of updating Items 4-7 hereof with respect to his shares of common stock, no par value ("Shares") of State Auto Financial Corporation ("STFC"). ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to add the following: In late December 2002, the Filing Person contacted the Ohio Department of Insurance ("ODI") regarding the procedures for forming an Ohio mutual property and casualty insurance company. On January 22, 2003 the Filing Person engaged the Columbus, Ohio office of the law firm of Thompson Hine LLP ("Thompson Hine") for assistance in the formation and licensing of an Ohio mutual property and casualty insurance company. Since January 2003 the Filing Person and Thompson Hine have had numerous discussions and have met with the ODI. On February 27, 2003 Thompson Hine reserved the name Mid-West Mutual Insurance Company ("Mid-West") with the Ohio Secretary of State for a period of 180 days. On March 13, 2003 the Filing Person pursuant to Ohio Revised Code Section 3925.12(A)(1), deposited $250,000 into an Escrow Account with Sky Trust & Investment Management Services of Columbus, Ohio as a prerequisite to the incorporation of Mid-West and the filing of Mid-West's Uniform Certificate of Authority Application ("UCAA") with the ODI. On April 10, 2003 Thompson Hine, on behalf of the Filing Person met with the ODI to discuss the draft of Mid-West's UCAA which had been prepared. The filing and approval of the UCAA is necessary in order for Mid-West to become licensed as an Ohio mutual property and casualty insurance company pursuant to Ohio Revised Code Section 3925.12(A)(1). Mid-West's draft UCAA disclosed the following information: the company was currently considering the financing sources available to it regarding an offer to negotiate a merger with State Automobile Mutual Insurance Company ("State Auto"); the company was being formed for the specific purpose of entering into a statutory merger with State Auto; the company did not intend to be licensed unless an agreement to merge with State Auto could be successfully negotiated; assuming a merger agreement with State Auto was successfully negotiated, it was anticipated that Mid-West would not be the surviving entity and that as a result it did not anticipate writing any insurance policies. The Filing Person has not filed the draft UCAA with the ODI, and makes no representations that additional efforts to complete or file Mid-West's UCAA will result in the ODI licensing Mid-West. Page 3 of 7 On May 22, 2003, the Filing Person and his brother Tracy M. Shepard who each own 50% of American Union Insurance Company ("AUIC") entered into a Confidential Letter of Intent to sell AUIC. The Letter of Intent is non-binding. A binding commitment with respect to such transaction will exist only upon the execution and approval of a definitive agreement. The Filing Person makes no representations that the AUIC sale will be completed. Should a sale of AUIC be consummated, part or all of the proceeds from such sale could be available to the Filing Person or his affiliates for use in connection with a potential STFC acquisition. To date, the Filing Person has not made a determination of whether any such proceeds will be used in this manner. On May 29, 2003, the Filing Person signed a letter engaging Jefferies & Company, Inc. ("Jefferies") on an exclusive basis to render financial advisory and investment banking services in connection with the evaluation of strategic and financial alternatives regarding STFC and its affiliates including State Auto. Jefferies pursuant to the engagement letter on May 29, 2003 delivered to the Filing Person a letter indicating they were highly confident in their ability to arrange the Financing of Notes in an aggregate principal amount of up to $400 million subject to a number of conditions. This reference to the highly confident letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the letter. A copy of the letter is filed as Exhibit 7.3 hereto, and is incorporated herein by reference. On May 29, 2003, the Filing Person sent a letter (attached as Exhibit 7.4) to the Board of Directors of State Auto and the Board of Directors of STFC proposing to negotiate a transaction whereby, subject to successful formation and regulatory approval of Mid-West and completion of customary due diligence by Mid-West and its financing sources, Mid-West would first merge with and into State Auto. State Auto and a wholly owned to be formed Ohio acquisition corporation would then immediately commence a tender offer for STFC's 10,896,332 public shares (other than the Filing Person's shares as of March 31, 2003) for $27.50 per share (the "Proposed Transaction"). Subject to the negotiation of terms with STFC, the Filing Person would agree not to tender his shares in the public tender offer but instead would exchange his 2,000,000 shares of STFC common stock for $55,000,000 of STFC preferred stock with no maturity or cash dividend requirements. In addition, the Filing Person would require STFC to make every effort to enter into agreements to terminate all of its outstanding stock options at $27.50 per share. A press release (attached as Exhibit 7.5) describing the letter and its contents was issued on the same day. This summary of the letter and the press release does not purport to be complete and is qualified in its entirety by reference to the complete text of the letter and the press release. A copy of the letter and the press release are filed as Exhibit 7.4 and 7.5 hereto, respectively and are incorporated herein by reference. Page 4 of 7 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. a) As of the date of this amendment, the Filing Person may be deemed to beneficially own, in the aggregate, 2,000,000 Shares, representing approximately 5.11% of the Issuer's outstanding Shares (based upon the 39,166,472 Shares stated to be outstanding as of May 5, 2003 by the Issuer in the Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission on May 13, 2003). b) The Filing Person has sole voting power and sole dispositive power with respect to 2,000,000 Shares. c) The Filing Person has made no purchases or sales with respect to Shares during the past sixty (60) days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH The Filing Person has entered into an engagement letter with Jefferies. Except as described herein, the Filing Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. It is the intention of the Filing Person to exchange his current ownership interest in the Company for preferred stock from the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 7.3 Jefferies & Company, Inc. Highly Confident Letter 7.4 Letter to Board of Directors of State Auto and Board of Directors of STFC 7.5 Press Release Page 5 of 7 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: May 29,2003 /s/ Gregory M. Shepard - ----------------------- Gregory M. Shepard Page 6 of 7 EXHIBIT INDEX 7.3 Jefferies & Company, Inc. Highly Confident Letter 7.4 Letter to Board of Directors of State Auto and Board of Directors of STFC 7.5 Press Release Page 7 of 7 EX-7.3 3 l01218aexv7w3.txt EX-7.3 JEFFERIES HIGHLY CONFIDENT LETTER Exhibit 7.3 May 29, 2003 Mr. Gregory M. Shepard 15 Country Club Place Bloomington, Illinois 61701 Dear Mr. Shepard: You have informed us that you and Mid-West Mutual Insurance Company, an Ohio mutual property and casualty insurance company in the process of being formed by you ("Mid-West"; Midwest (so long as it has delivered to Jefferies an executed signature page to the confidential engagement letter dated May 29, 2003 from Jefferies to Shepard and to the Indemnification Letter (as defined therein)) and/or you (in your individual capacity), as the context may require, are hereinafter referred to sometimes as "you"), are seeking to undertake a financing and merger (the "Transaction") with respect to State Automobile Mutual Insurance Company ("State Auto" or the "Issuer"), an Ohio mutual property and casualty insurance company which owns 67.2% of the outstanding common shares of State Auto Financial Corporation ("STFC"), an Ohio insurance holding company and its publicly-traded subsidiary. It is our understanding that the State Auto would first merge with Mid-West, with State Auto as the surviving entity. State Auto would then immediately commence a tender offer for STFC's 10,896,332 public shares (other than your shares which will be exchanged for newly issued preferred stock) for $27.50 per share. You have advised us that in order to consummate the Transaction, you will require financing (the "Financing") in the approximate amount of up to $400 million of two-year notes that are to be issued by the Issuer and secured by the stock of the Issuer's insurance subsidiaries and with an effective yield not to exceed 10% (the "Notes"). We are pleased to confirm that Jefferies & Company, Inc. ("Jefferies") is highly confident in our ability to arrange the Financing of Notes in an aggregate principal amount of up to $400 million. Our ability to complete the Financing is subject to (i) there having been in our sole judgment no material adverse change in business, results of operations, properties, condition (financial or otherwise) or prospects of State Auto, STFC, Mid-West or any of their respective subsidiaries since December 31, 2002; (ii) market conditions for the issuance of high yield securities with investment grade credit ratings remain comparable to those existing as of the date of this letter as determined by us in our sole discretion; (iii) our receipt of audited and unaudited historical financial statements (including unaudited pro forma financial statements) of each of State Auto, STFC, Mid-West and their respective subsidiaries, acceptable to us and conforming to the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated pursuant thereto for registration statements filed thereunder for the prior three full fiscal years of each such entity and the full fiscal quarters that have elapsed since the most recently ended fiscal year of each such entity, (iv) completion of additional business, financial, tax, legal, accounting and other customary due diligence on State Auto and STFC and their respective subsidiaries to our satisfaction in our sole discretion and our not having discovered or otherwise becoming aware of any information not previously disclosed to us that we believe in our sole discretion to be inconsistent in a material and adverse manner with our understanding, based on the information provided to us prior to the date hereof, of the business, results of operations, properties, condition (financial or otherwise) or prospects of State Auto, STFC, Mid-West or any of their respective subsidiaries; (v) the Financing being on terms and conditions, including pricing and fees, that in our view in our sole discretion are appropriate for facilities of those sizes, types and purposes and that are satisfactory to us, and the Transaction being on terms and conditions satisfactory to us in our sole discretion; (vi) the preparation, execution, and delivery of documentation satisfactory to us in our sole discretion, our counsel and the purchasers of the Notes, which documentation will contain representations, warranties, conditions, covenants, indemnification obligations and other terms and provisions as are customary in transactions of this type; (vii) the Financing, the Transaction and all other transactions related thereto being provided for and consummated pursuant to documentation satisfactory to us in our sole discretion; (viii) the capitalization of State Auto and Mid-West, assuming completion of a Transaction, upon terms and conditions satisfactory to us in our sole discretion; (ix) receipt by State Auto, Mid-West and STFC of all required approvals, including without limitation satisfactory receipt and review of the SEC review and approval of the Transaction and all documentation relating to the Financing and receipt of all other necessary government approvals (including, without limitation, all state and federal regulatory approvals) and third party consents, and approval of the boards of State Auto, Mid-West and STFC; (x) no change or proposed change in federal law or the laws of any jurisdiction, including but not limited to insurance regulations, in which State Auto, Mid-West, STFC or their respective subsidiaries operate that could reasonably be expected to adversely affect the Transaction or the Financing as determined by us in our sole discretion; (xi) receipt of ratings on the Notes from Moody's Investors Service, Inc. and Standard and Poor's Corporation of Baa2/BBB or better and an NAIC rating of 2 or better from The National Association of Insurance Commissioners; (xii) receipt of AM Best ratings on claims paying ability for Mid-West, State Auto and STFC of "A" or better; (xiii) the appointment of senior management of Mid-West, State Auto and STFC acceptable to us in our sole discretion; (xiv) such newly issued preferred stock issued in exchange for your shares having no maturity, mandatory redemption or cash dividend requirements; and (xv) State Auto, Mid-West, STFC or any of their respective affiliates not having entered into any financing, acquisition or other transaction that could negatively affect the Transaction or the Financing as determined by us in our sole discretion, other than any transactions that you have disclosed to us prior to the date hereof. It should be understood that this letter does not constitute or give rise to any commitment or obligation on the part of Jefferies or any of its affiliates, to provide any portion of the Financing, provide any other financing, or provide any advisory or placement service in connection therewith. Any agreement to provide Financing will arise only after negotiation and execution of a separate written agreement acceptable to Jefferies and such affiliate, in their sole discretion with respect to any such Financing, and after consideration and internal approval, including but not limited to credit approval, by Jefferies and such affiliate, in their sole discretion, in addition to the above referenced qualifications (and we can give no assurance that such approval would be obtained). This letter is solely for use by you, and may not be disclosed, except with our prior written consent, to anyone other than your officers, attorneys and advisors, and the officers, attorneys and advisors of State Auto and STFC, in each case on a confidential and need-to-know basis. Notwithstanding the foregoing, this letter may be disclosed by you in filings with the Ohio Securities Division, the Ohio Department of Insurance and the Securities and Exchange Commission related to State Auto and STFC, pursuant to applicable rules and regulations, and as otherwise required by law (and in each such event of permitted disclosure as required by law, you agree, to the extent permitted by law, to promptly to inform us). You should be aware that other companies with interests that may conflict with you may be or become customers of Jefferies or its affiliates and Jefferies or its affiliates may be providing or in the future may provide financing or other services to them. Jefferies & Company, Inc. is an investment banking firm with an extensive fixed income presence and distribution capability. Since 1993, Jefferies has raised over $45 billion of debt for its clients. We are delighted to have this opportunity to work with you and look forward to assisting you with the consummation of the Transaction. Very truly yours, JEFFERIES & COMPANY, INC. By: /s/ John G. Chiles ------------------------------ Title: Managing Director ---------------------- EX-7.4 4 l01218aexv7w4.txt EX-7.4 LETTER TO BOARD OF DIRECTORS Exhibit 7.4 GREGORY M. SHEPARD ATTORNEY AT LAW 15 COUNTRY CLUB PLACE BLOOMINGTON, ILLINOIS 61701 Telephone: 309 827-5968 E-mail: gshepard2000@aol.com May 29,2003 VIA TELECOPY AND FEDERAL EXPRESS Board of Directors State Auto Financial Corporation 518 East Broad Street Columbus, OH 43215-3976 Board of Directors State Automobile Mutual Insurance Company 518 East Broad Street Columbus, OH 43215-3976 Attention: Mr. Robert H. Moone, Chairman and CEO Gentlemen: On December 12, 2002, I delivered to you my shareholder proposal for consideration at State Auto Financial Corporation's ("STFC"), 2003 Annual Shareholders Meeting. As a holder of greater than 5% of STFC's outstanding stock, I was disappointed to learn that STFC's Board of Directors opposed my proposal and recommended that STFC's shareholders vote against the non-binding resolution to appoint a committee of independent directors with authorization and direction to explore strategic alternatives to maximize shareholder value. In light of STFC's decision in this regard, I have personally investigated alternative transactions that I believe will yield the greatest premium for STFC shareholders. Accordingly, last Friday I withdrew my shareholder proposal for the Annual Shareholders Meeting and I now make the following proposal on behalf of Mid-West Mutual Insurance Company ("Mid-West"), an Ohio mutual property and casualty insurance company in formation, which I will control. I propose that Mid-West, State Automobile Mutual Insurance Company ("State Auto") and STFC negotiate a transaction whereby, subject to successful formation and regulatory approval of Mid-West and completion of customary due diligence by Mid-West and its financing sources, State Auto would first merge with Mid-West with State Auto as the surviving entity. State Auto and a wholly owned to be formed Ohio acquisition corporation would then immediately commence a tender offer for STFC's 10,896,332 public shares (other than my shares as of March 31, 2003) for $27.50 per share (the "Proposed Transaction"). In accordance with, and subject to the conditions contained in, the letter attached hereto as Exhibit 1, Jefferies & Company, Inc. is highly confident that it could arrange financing to fund the Proposed Transaction allowing for the purchase of the public shares. Subject to the negotiation of terms with STFC, I would agree not to tender my shares in the public tender offer and instead would exchange my 2,000,000 shares of STFC common stock for $55,000,000 of STFC preferred stock without maturity or cash dividend requirements. In addition, STFC would make every effort to cash out all of its outstanding stock options at $27.50 per share. After completion of the Proposed Transaction, State Auto would have approximately $1.0 billion of surplus to support its $1.2 billion of premiums. With the elimination of the public ownership, the pooling agreement could be amended to provide for pro-rata participation levels based upon surplus percentages, rather than the current allocation, which relies disproportionately on the surplus of the public company insurance subsidiaries. The pooling agreement adjustment would eliminate STFC's stated need to pursue bank debt or other forms of financing to improve net written premium to statutory surplus ratios. Please respond to me before June 6,2003. I would be happy to meet with the Boards to explain my proposal, should you so desire. Very truly yours, /s/ Gregory M. Shepard Gregory M. Shepard EX-7.5 5 l01218aexv7w5.txt EX-7.5 PRESS RELEASE Exhibit 7.5 SHEPARD OFFERS $27.50 FOR STATE AUTO FINANCIAL CORPORATION PLUS MERGER WITH STATE AUTO MUTUAL Bloomington, Illinois, May 29, 2003 - Investor Greg Shepard, who owns approximately 5% of State Auto Financial Corporation (NASDAQ "STFC"), by letter today informed the board of directors of State Automobile Mutual Insurance Company ("State Auto") and the board of directors of STFC, that he was disappointed to learn that STFC's Board of Directors had opposed his December 12, 2002 shareholder proposal to explore strategic alternatives to maximize shareholder value for consideration at STFC's 2003 Annual Shareholders Meeting on May 23,2003. In his letter, Shepard stated that "as a holder of greater than 5% of STFC's outstanding stock, I was disappointed to learn that STFC's Board of Directors opposed my proposal and recommended that STFC's shareholders vote against the non-binding resolution to appoint a committee of independent directors with authorization and direction to explore strategic alternatives to maximize shareholder value". Mr. Shepard noted that in light of STFC's decision he had withdrawn his shareholder proposal from consideration at the Annual Shareholders Meeting. Shepard added he had personally investigated alternative transactions that he believed would yield the greatest premium for STFC shareholders. Accordingly Shepard stated he was pleased to make a proposal on behalf of Mid-West Mutual Insurance Company ("Mid-West"), an Ohio mutual property and casualty insurance company in formation that he would control. Shepard said "I propose that Mid-West, State Auto and STFC negotiate a transaction whereby, subject to successful formation and regulatory approval of Mid-West and completion of customary due diligence by Mid-West and its financing sources, State Auto would first merge with Mid-West with State Auto as the surviving entity. State Auto and a wholly owned to be formed Ohio acquisition corporation would then immediately commence a tender offer for STFC's 10,896,332 public shares (other than Shepard's shares as of March 31, 2003) for $27.50 per share (the "Proposed Transaction")". Shepard's letter attached a May 29, 2003 letter from Jefferies & Company, Inc., an investment banking firm, stating it was highly confident that it could arrange financing to fund the Proposed Transaction allowing for the purchase of the public shares, subject to certain conditions set forth in such letter. Shepard noted that subject to the negotiation of terms with STFC, he would agree not to tender his shares in the public tender offer and instead would exchange his 2,000,000 shares of STFC common stock for $55,000,000 of STFC preferred stock with no maturity or cash dividend requirements. In addition, STFC would make every effort to enter into agreements to cash out all of its outstanding stock options at $27.50 per share. After completion of the Proposed Transaction, State Auto would have approximately $1.0 billion of surplus to support its $1.2 billion of premiums. With the elimination of the public ownership, the pooling agreement could be amended to provide for pro-rata participation levels based upon surplus percentages, rather than the current allocation, which relies disproportionately on the surplus of the public company insurance subsidiaries. The pooling agreement adjustment would eliminate STFC's stated need to pursue bank debt or other forms of financing to improve net written premium to statutory surplus ratios. Shepard asked for a response to his proposal before June 6, 2003. Shepard also said he would be happy to meet with the Boards to explain his proposal, should they so desire. ADDITIONAL INFORMATION RELATING TO MR. SHEPARD'S PROPOSAL IS CONTAINED IN THE SCHEDULE 13D FILED BY GREGORY M. SHEPARD WITH RESPECT TO STATE AUTO FINANCIAL CORPORATION. THAT SCHEDULE 13D IS CURRENTLY AVAILABLE AT NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT http://www.sec.gov. -----END PRIVACY-ENHANCED MESSAGE-----