SEC 2559 (05-02)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

(Rule 14D-100)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

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STATE AUTO FINANCIAL CORPORATION

(Name of Subject Company (Issuer))

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STFC ACQUISITION CORPORATION

and

Gregory Mark Shepard

(Name of Filing Persons (Offeror))

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COMMON SHARES, WITHOUT PAR VALUE

(Title of Class of Securities)

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GREGORY MARK SHEPARD

STFC ACQUISITION CORPORATION

980 North Michigan Avenue, Suite 1400

Chicago, Illinois 60611

(312) 214-3566

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications

on Behalf of Filing Person)

 

CALCULATION OF FILING FEE

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TRANSACTION VALUATION*		AMOUNT OF FILING FEE**
$256,000,000		$20,710.40

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*

For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the transaction valuation was calculated on the basis of (a) 8,000,000 the maximum number of shares of common stock, without par value, of State Auto Financial Corporation (the “Shares”) to be acquired in this tender offer and (b) the tender offer price of $32.00 per share.

**

The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934 and Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission on February 21, 2003, is $80.90 per $1 million of the aggregate transaction valuation.

x

Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:		$20,710.40		Filing Parties:		STFC Acquisition Corporation
Form or Registration No.:		Schedule TO-T		Date Filed:		August 20, 2003

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

x		third-party tender offer subject to Rule 14d-1.
¨		issuer tender offer subject to Rule 13e-4.
¨		going-private transaction subject to Rule 13e-3.
x		amendment to Schedule 13 D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 

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Combined Schedule TO and Schedule 13D

 

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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER
				2,000,000
		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)

 

5.09%

 

14.

TYPE OF REPORTING PERSON

 

IN

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This Amendment No. 2 to the Tender Offer Statement on Schedule TO amends and supplements the statement originally filed on August 20, 2003 (as amended or supplemented prior to the date hereof, the “Schedule TO”) by STFC Acquisition Corporation (“Purchaser”), and the Schedule 13D (Amendment #7) filed by Gregory M. Shepard on the same date. The Schedule TO relates to the offer by Purchaser to purchase up to 8,000,000 shares of common stock, without par value (the “Common Shares” or the “Shares”), of State Auto Financial Corporation, an Ohio insurance holding company (the “Company”), at a purchase price of $32.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 20, 2003 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B) (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).

 

Unless otherwise stated below, the information set forth in the Schedule TO, including all schedules and annexes thereto, is expressly incorporated herein by reference in response to Items 1-11 of this Amendment No. 2 to Schedule TO. You should read this Amendment No. 2 to Schedule TO together with the Schedule TO filed August 20, 2003, as amended September 8, 2003. This Amendment No. 2 to the Schedule TO is being filed on behalf of Purchaser and Mr. Shepard and relates to a press release to be issued by Purchaser and Mr. Shepard on Tuesday, September 23, 2003.

 

The item numbers and responses thereto below are in accordance with the requirements of Schedule TO.

 

 

Item 12 is hereby amended and supplemented by adding the following exhibit:

 

(a)(5)(A) Text of press release, dated September 23, 2003, regarding Shepard’s response to State Auto Financial Corporation’s board of director’s decision to reject the offer.

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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.