SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment NO. 2)
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)
JUNE 3, 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
[ ].
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
7. SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 2,000,000
OWNED BY EACH
REPORTING PERSON 8. SHARED VOTING POWER
WITH
-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
SCHEDULE 13D/A
This Amendment No. 2 to Schedule 13D is filed on behalf of Gregory M. Shepard,
an individual, for the purpose of updating Item 7 hereof with respect to his
shares of common stock, no par value ("Shares") of State Auto Financial
Corporation ("STFC").
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.6 Letter to Board of Directors of State Automobile Mutual Insurance Company
and Board of Directors of STFC.
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: June 3, 2003
/s/ Gregory M. Shepard
----------------------------------------
Gregory M. Shepard
EXHIBIT INDEX
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7.6 Letter to Board of Directors of State Automobile Mutual Insurance Company
and Board of Directors of STFC.