Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CINCINNATI FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 31-0746871
(State of Incorporation) (I.R.S. Employer Identification No.)
Cincinnati Financial Center
6200 S. Gilmore Road
Fairfield, Ohio 45014
(Address of Principal Executive Offices)
P. O. Box 145496
Cincinnati, Ohio 45250-5496
(Mailing Address)
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CINCINNATI FINANCIAL CORPORATION
2003 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full Title of the Plan)
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KENNETH W. STECHER
Senior Vice President
6200 S. Gilmore Road
Fairfield, Ohio 45014
(Name and address of agent for service)
Agent's telephone number, including area code: (513) 870-2000
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum Registration
to be Registered offering aggregate Fee
Registered price per offering
share (1) price (1)
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Common Stock
par value $2
per share,
to be issued
pursuant to
the
Cincinnati
Financial 100,000 $35.085 $3,508,500 $283.84
Corporation shares
2003 Non-
Employee
Directors'
Stock Plan
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(1) The per share offering price shown is estimated for purposes of
determining the registration fee pursuant to Rule 457(c) and (h(1)) and
is equal to the average of the high and low prices of the issuer's
shares on the NASDAQ National Market System on February 26, 2003.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2 of
Form S-8 is not filed as a part of this Registered Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission are
hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
(b) The Quarterly Reports of the Company on Form 10-Q for the
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quarters ending March 31, 2002, June 30, 2002 and September 30, 2002;
the definitive Proxy Statement dated March 8, 2002, with regard to its
Annual Meeting of Shareholders on April 6, 2002.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing such documents.
The consolidated financial statements and the related financial statement
schedules incorporated in this Registration Statement by reference from the
Company's Annual report on Form 10-K for the year ended December 31, 2001, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 200,000,000 shares of
Common Stock, par value $2.00 per share. The holders of Common Stock have equal
rights to participate in dividends, and in case of any distribution of assets,
the holders of Common Stock share pro rata in the distribution of all assets of
the Company remaining after payment of creditors. The holders of Common Stock do
not have conversion or preemptive rights and the Common Stock is not subject to
redemption. The shares of Common Stock issuable from time to time will be, when
issued and delivered as contemplated by the Company's 2003 Non-Employee
Directors' Stock Plan, fully paid and non-assessable. The Company acts as
transfer agent for its own stock.
Each share of Common Stock entitles the holder thereof to one vote in elections
of Directors and all other matters submitted to a vote of the shareholders. The
Common Stock does not have cumulative voting rights, which means that the
holders of a majority of the outstanding Common Stock voting for the election of
Directors can elect all Directors then being elected. The Amended Articles of
Incorporation of the Company provide that the Board of Directors shall be
divided into three classes which shall be as nearly equal in number as possible,
with the Directors of each class holding office for staggered terms of 3 years
each. As a result, a shareholder or group of shareholders possessing a majority
of the voting power of the Company would not be able to replace a majority of
the Directors in any one year, since only one-third of the Directors stand for
election each year. It should be noted that one result of this provision is that
it takes longer for
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shareholders to change a majority of the Board of Directors, even if they feel
such a change is desirable.
The Amended Articles of Incorporation of the Company provide that certain
mergers, consolidations, sales, or other dispositions of assets with any party
which is the beneficial owner of more than 10% of the outstanding shares of the
Company may only be accomplished with the approval of the holders of 75% of the
outstanding shares of the Company, unless the proposed transaction falls within
certain exemptions. The purpose of the provision is to discourage attempts by
other companies or groups to acquire control of the Company without adequate
discussions with management, on behalf of the Company's shareholders; otherwise,
a tender offer or merger might have the effect of forcing some of the
shareholders of the Company to sell their shares at a lower price than that
received by other shareholders. The provision would make it more difficult for
another company or group to effect such a tender offer or merger and may,
therefore, discourage any attempt to do so.
As an Ohio corporation, the Company is subject to the provisions of
Chapter 1704 of the Ohio Revised Code which prohibit a "Chapter 1704
transaction" between an Ohio corporation such as the Company and any person with
the right to exercise 10% or more of the voting power of such corporation. A
Chapter 1704 transaction is defined to include any merger, combination or
consolidation or any majority share acquisition and any of certain other sales,
leases, distributions, dividends, exchanges, mortgages, pledges, transfers or
other dispositions of assets between the corporation and any such 10%
shareholder. Such prohibition lasts for 3 years following the date on which such
person first became a 10% shareholder unless, prior to the time such person
first became a 10% shareholder, the board of directors of the corporation
approved either the Chapter 1704 transaction in question or the purchase of
shares which resulted in such person first becoming a 10% shareholder. After the
initial three-year moratorium, Chapter 1704 continues to prohibit such a Chapter
1704 transaction unless one of the above exceptions is available or the holders
of at least 66-2/3% of the voting shares and of at least a majority of the
voting shares not beneficially owned by the 10% shareholder approve the Chapter
1704 transaction, or the Chapter 1704 transaction meets certain statutory
criteria designed to ensure that the corporation's remaining shareholders
receive fair consideration for their shares.
Ohio law as applied to the Company also provides that any "control share
acquisition" may be made only with the prior authorization of shareholders. A
"control share acquisition" is any acquisition, whether by tender offer, open
market purchase, privately negotiated transaction, or otherwise, of shares of
the Company, which when added to all other shares of the Company owned or
controlled by the acquiror, would entitle the acquiror directly or indirectly,
alone
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or with others, to exercise or direct the exercise of voting power of the
Company in the election of directors within any of the following ranges:
one-fifth or more but less than one-third; one-third or more but less than a
majority; and a majority or more. The effect of this law is generally to prevent
a person from acquiring control without prior shareholder approval. Approvals
are required by the affirmative vote of (i) a majority of the voting power of
the Company represented at such meeting in person or by proxy; and (ii) a
majority of the voting power excluding shares which may be voted by the
acquiring person, any officer of the Company elected or appointed by the Board
of Directors, or any employee of the Company who is also a director.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code provides that a corporation may
indemnify or agree to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding whether civil, criminal, administrative, or investigative,
other than an action by or in the right of the corporation, by reason of the
fact that the person is or was a director, officer, employee, or agent of the
corporation, or is or was serving at its request as a director, trustee,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit, or proceeding if the person
is determined under the procedure described in the Section to have (a) acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation, and (b) had no reasonable
cause to believe the conduct was unlawful in the case of any criminal action or
proceeding. However, with respect to expenses actually and reasonably incurred
in connection with the defense or settlement of any action or suit by or in the
right of the corporation to procure a judgment in its favor, no indemnification
is to be made (i) in respect of any claim, issue, or matter as to which such
person was adjudged liable for negligence or misconduct in the performance of
such person's duty to the corporation unless, and only to the extent that, it is
determined by the court upon application that, despite the adjudication of
liability, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper, or (ii) in respect of any action or suit in
which the only liability asserted against a director is in connection with the
alleged making of an unlawful
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loan, dividend or distribution of corporate assets. The Section also provides
that such person shall be indemnified against expenses actually and reasonably
incurred by the person to the extent successful in defense of the actions
referred to above, or in defense of any claim, issue, or matter therein.
The Company's Amended Articles of Incorporation provide for the indemnification
of officers and directors of the Company to the fullest extent permitted by law.
The above is a general summary of certain provisions of the Ohio Revised Code
and is subject in all cases to the specific provisions thereof.
The Company maintains an insurance policy covering its directors and officers
against certain civil liabilities, including liabilities under the Securities
Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
The following exhibits are included in this Registration Statement on Form S-8.
(4) Cincinnati Financial Corporation 2003 Non-Employee
Directors' Stock Plan
(5) Opinion re Legality
(23) (a) Independent Auditors' Consent
(23) (b) Consent of Attorneys (included in Exhibit 5)
ITEM 9. UNDERTAKINGS
The undersigned issuer hereby undertakes: (1) to file during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; (2) that for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the issuer's annual report
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed to be
a new
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Registration Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Plan.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification (except insofar as it provides for the payment by the Company of
expenses incurred or paid by a director or officer in the successful defense of
an action, suit or proceeding) is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on this 26th day of
February, 2003.
CINCINNATI FINANCIAL CORPORATION
By /s/ John J. Schiff, Jr.
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John J. Schiff, Jr.
Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
CINCINNATI FINANCIAL CORPORATION
Signature Title Date
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/s/ John J. Schiff, Jr. Chief Executive Officer February 26, 2003
----------------------- Director (Principal
John J. Schiff, Jr. Executive Officer)
/s/ Kenneth W. Stecher Senior Vice President and February 26, 2003
----------------------- Chief Financial Officer
Kenneth W. Stecher (Principal Financial and
Accounting Officer)
/s/ William F. Bahl Director February 26, 2003
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William F. Bahl
/s/ James E. Benoski Director February 26, 2003
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James E. Benoski
Director February __, 2003
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Michael Brown
Director February __, 2003
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John E. Field
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/s/ Kenneth C. Lichtendahl Director February 26, 2003
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Kenneth C. Lichtendahl
Director February __, 2003
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W. Rodney McMullen
/s/ Gretchen W. Price Director February 26, 2003
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Gretchen W. Price
Director February __, 2003
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Robert C. Schiff
/s/ Thomas R. Schiff Director February 26, 2003
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Thomas R. Schiff
Director February __, 2003
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Frank J. Schultheis
/s/ John M. Shepherd Director February 26, 2003
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John M. Shepherd
Director February __, 2003
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Larry R. Webb
Director February __, 2003
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Alan R. Weiler
/s/ E. Anthony Woods Director February 26, 2003
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E. Anthony Woods
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE
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4 Cincinnati Financial Corporation
2003 Non-Employee Directors'
Stock Plan 11
5, 23(b) Opinion of Beckman, Weil, Shepardson
and Faller LLC 14
23(a) Consent of Deloitte & Touche LLP
Independent Auditors 15
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