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) November 1, 2004
CINCINNATI FINANCIAL CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 0-4604 31-0746871
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6200 S. Gilmore Road, Fairfield, Ohio 45014-5141
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 870-2000
________________________________________________________________________________
(Former name or former address, if changed 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:
[ ] 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 240.13a-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT.
On November 1, 2004, Cincinnati Financial Corporation entered into (i) an
indenture, dated as of November 1, 2004, with The Bank of New York Trust
Company, N.A. and (ii) a supplemental indenture, dated as of November 1, 2004,
with The Bank of New York Trust Company, N.A. (together, the Indenture).
The Indenture provides for the
issuance of $375,000,000 aggregate principal amount of 6.125% Senior Notes due
November 1, 2034 (Notes). Interest is payable on the Notes on each May 1 and
November 1 commencing on May 1, 2005. The Notes were issued in a transaction
exempt from the registration requirements under the Securities Act of 1933, as
amended (Securities Act). The notes were sold to qualified institutional buyers
in reliance on Rule 144A of the Securities Act.
Cincinnati Financial Corporation may redeem the Notes, at its option, at any
time in whole, or from time to time in part, prior to maturity. The redemption
price will be equal to the greater of: (i) 100 percent of the principal amount
of the Notes and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest, discounted to the redemption date on a
semiannual basis at a comparable treasury rate plus 15 basis points, plus in
each case, interest accrued but not paid to the date of redemption.
Under the Indenture, an event of default is defined as (i) default for 30 days
in payment of any interest on the Notes; (ii) failure to pay principal and
premium, if any, when due; (iii) failure to observe or perform any other
covenant in the Indenture or Notes (except a covenant or warranty whose breach
or default in performance is specifically dealt with in the events in default
section), if such failure continues for 30 days after written notice by the
trustee or the holders of at least 25 percent in aggregate principal amount of
the Notes then outstanding; (iv) uncured or unwaived failure to pay principal of
or interest on any other obligation for borrowed money beyond any period of
grace if (a) the aggregate principal amount of any such obligation is in excess
of $50 million and (b) Cincinnati Financial Corporation is not contesting the
default in such payment in good faith by appropriate proceedings; or (v) certain
events of bankruptcy, insolvency, receivership or reorganization.
Under a registration rights agreement to be executed in connection with the
offering (Registration Rights Agreement), Cincinnati Financial Corporation will
(i) file a registration statement within 90 days after the issue date of the
Notes enabling holders to exchange the Notes for publicly registered notes; (ii)
use its reasonable best efforts to cause the registration statement to become or
be declared effective within 150 days after the issue date of the Notes; (iii)
use its reasonable best efforts to commence the exchange offer within 30 days
after the effective date of the registration statement and keep the exchange
offer open for a period of not less than 20 days after notice is mailed to
holders; (iv) complete the exchange offer no later than the 180th day after the
Notes are first issued; and (v) file a shelf registration statement for the
resale of the Notes if, under the circumstances specified in the registration
rights agreement, Cincinnati Financial Corporation is unable to effect the
exchange offer discussed above. The interest rate of the Notes will increase if
Cincinnati Financial Corporation does not comply with certain obligations under
the registration rights agreement.
The above descriptions of the Indenture and Registration Rights Agreement do not
purport to be a complete statement of the parties' rights and obligations under
the Indenture and Registration Rights Agreement and the transactions
contemplated by the Indenture and Registration Rights Agreement. The above
description is qualified in its entirety by reference to the Indenture and
Registration Rights Agreement, copies of which are attached to this Current
Report on Form 8-K as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, and are
incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE.
On November 1, 2004, Cincinnati Financial Corporation issued the attached news
release "Cincinnati Financial Corporation Completes Sale of $375 Million of
Senior Notes in Rule 144A Offering." The news release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference. This report should not be
deemed an admission as to the materiality of any information contained in the
news release.
The information furnished in Item 7.01 of this report shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 4.1 - Indenture dated as of November 1, 2004 between Cincinnati
Financial Corporation and The Bank of New York Trust Company, N.A.
Exhibit 4.2 - Supplemental Indenture dated as of November 1, 2004, between
Cincinnati Financial Corporation and The Bank of New York Trust Company,
N.A.
Exhibit 4.3 - Registration Rights Agreement dated November 1, 2004,
between Cincinnati Financial Corporation and J.P. Morgan Securities Inc.
and UBS Securities LLC, as representative of the several initial
purchasers.
Exhibit 99.1 - News release dated November 1, 2004, titled "Cincinnati
Financial Corporation Completes Sale of $375 Million of Senior Notes in
Rule 144A Offering."
SIGNATURE
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.
CINCINNATI FINANCIAL CORPORATION
Date: November 2, 2004
/s/ Kenneth W. Stecher
------------------------------------
Kenneth W. Stecher
Chief Financial Officer, Senior Vice
President, Secretary and Treasurer
(Principal Accounting Officer)