UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2008 (October 23, 2008)
STATE AUTO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Ohio | 000-19289 | 31-1324304 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 518 East Broad Street, Columbus, Ohio | 43215-3976 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (614) 464-5000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Section 2. | Financial Information |
| Item 2.02. | Results of Operations and Financial Condition. |
On October 23, 2008, State Auto Financial Corporation (the “Company”) issued a press release disclosing the Company’s results of operations for its three- and nine-month periods ended September 30, 2008 (the “Release”). The full text of the Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Release included a non-GAAP financial measure, net (loss) income from operations per diluted share. Net (loss) income from operations differs from GAAP net (loss) income only by the exclusion of realized capital gains (losses), net of applicable taxes, on investment activity for the periods being reported. For the three-month periods ended September 30, 2008 and 2007, GAAP net (loss) income was $(0.37) per diluted share and $0.55 per diluted share, respectively, while net (loss) income from operations was $(0.30) per diluted share and $0.45 per diluted share for these same respective periods. For the three-month period ended September 30, 2008, realized capital gains (losses), net of applicable taxes, increased the GAAP net loss per diluted share by $0.07, and for the three-month period ended September 30, 2007, realized capital gains and (losses), net of applicable taxes, increased the GAAP net income per diluted share by $0.10.
Management uses net (loss) income from operations because it believes this calculation better indicates the Company’s operating performance than GAAP net (loss) income because net (loss) income from operations excludes the sometimes volatile realized capital gains/losses, net of applicable federal income taxes, that can produce inconsistent results. Net (loss) income from operations provides a more consistent measure on which to predict future earnings of the Company.
| Section 7. | Regulation FD |
| Item 7.01. | Regulation FD Disclosure. |
The Company’s management conducted a conference call on October 23, 2008, at approximately 10:00 a.m., EDT, to review the Company’s financial results for the three- and nine-month periods ended September 30, 2008, and to respond to questions from interested investors and financial analysts. A transcript of the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
| Section 9. | Financial Statements and Exhibits |
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press release issued by State Auto Financial Corporation on October 23, 2008, regarding results of operations for the three- and nine-month periods ended September 30, 2008. | |
| 99.2 | Transcript of conference call held by management of State Auto Financial Corporation on October 23, 2008. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STATE AUTO FINANCIAL CORPORATION | ||||
| Date: October 27, 2008 | By | /s/ Steven E. English | ||
| Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued by State Auto Financial Corporation on October 23, 2008, regarding results of operations for the three- and nine-month periods ended September 30, 2008. | |
| 99.2 | Transcript of conference call held by management of State Auto Financial Corporation on October 23, 2008. | |