Shepard Offers $29.00 for State Auto Financial Corporation.Business Editors BLOOMINGTON Bloomington. 1 City (1990 pop. 51,972), seat of McLean co., central Ill.; inc. 1839. The economy is based on farming; electrical equipment is also manufactured. , Ill.--(BUSINESS WIRE)--June 13, 2003 Investor Greg Shepard, who owns approximately 5% of State Auto Financial Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on "STFC STFC Swindon Town Football Club STFC Self Test Feature Check STFC Shrewsbury Town Football Club STFC Star Trek: First Contact STFC Saskatoon Track and Field Club (Saskatoon, SK, Canada) "), by letter today offered $29.00 for STFC's 10,896,332 public shares (other than Mr. Shepard's shares as of March 31, 2003). Mr. Shepard stated that he would not tender his shares in the public tender offer, but instead would exchange his 2,000,000 shares in STFC common stock for $58,000,000 of STFC Class B Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. , without maturity, redemption or cash dividend requirements. He also stated that his proposal was conditioned on his nominees representing a majority of the boards of directors of STFC, State Auto Mutual, and its insurance subsidiaries and affiliates. In his letter, Shepard stated: "As the largest non-affiliated public stockholder of STFC, with 2,000,000 shares, I want our company to enhance - not ignore - value for the investors. I have carefully read your letters of June 4, 2003 and June 6, 2003 with great interest and while I am disappointed in your response, I remain hopeful that we can bridge the differences." Shepard went on to say that his new proposal would leave State Auto Mutual intact (requiring no merger with Mid-West Mutual), and that he would be willing to consider injecting equity into STFC via the purchase of STFC Class A Preferred Stock. Mr. Shepard, responding to Mr. Moone's assertion that Mr. Shepard's proposal was a "debt-laden transaction," pointed out in his letter to Mr. Moone that his previous proposal, which involved issuing surplus notes, is defined as surplus and not debt under the Ohio Insurance Code. Shepard asked for a response to his proposal before June 18, 2003. Shepard also said he would be happy to meet with the Boards to explain his proposals, should they so desire. ADDITIONAL INFORMATION RELATING TO relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc MR. SHEPARD'S PROPOSAL IS CONTAINED IN THE SCHEDULE 13D Schedule 13D An form that must be filed with the SEC under Rule 13D when a person or group acquiring more than 5% of any class of a company's shares to disclose this information within 10 days of the transaction. FILED BY GREGORY M. SHEPARD M. Shepard is the tenth track on War All The Time. It is named for Matthew Shepard an American student at the University of Wyoming who was fatally attacked near Laramie, Wyoming, on the night of October 6 – October 7, 1998 in what was widely reported by international news 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. |
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