8-KLeadership ChangesMaterial Agreements

CINCINNATI FINANCIAL CORP 8-K Report, Material Agreement (Nov 12, 2004)

Filed November 12, 2004For Securities:CINF

Summary

Cincinnati Financial Corporation (CINF) has filed an 8-K report detailing two significant events that occurred on November 8 and November 12, 2004. The company entered into a material definitive agreement to repurchase 1,000,000 shares of its common stock from Robert C. Schiff, Trustee of the Robert C. Schiff Revocable Trust. Mr. Schiff is a director on CINF's board. The purchase price is set at 99% of the last reported sale price on the Nasdaq on November 12, 2004, with closing expected around November 15, 2004. This repurchase is intended to be part of the company's existing stock repurchase program. In conjunction with the stock purchase, Robert C. Schiff announced his immediate retirement from the board of directors of Cincinnati Financial Corporation and its insurance subsidiaries. The company stated it is not aware of any disagreements with Mr. Schiff concerning its operations or policies. These events suggest a strategic move to reduce outstanding shares while also marking the departure of a long-standing director.

Key Highlights

  • 1CINF entered into an agreement to repurchase 1,000,000 shares of its common stock.
  • 2The seller is Robert C. Schiff, a director of Cincinnati Financial Corporation and Trustee of the Robert C. Schiff Revocable Trust.
  • 3The purchase price is set at 99% of the closing Nasdaq price on November 12, 2004.
  • 4The transaction is part of CINF's authorized stock repurchase program.
  • 5Following the transaction, fewer than 4 million shares will remain under the company's repurchase authorization.
  • 6Director Robert C. Schiff announced his immediate retirement from the board, effective November 12, 2004.
  • 7The company is unaware of any disagreements with Mr. Schiff regarding its operations or policies.

Frequently Asked Questions

Cincinnati Financial Corporation entered into a Stock Purchase Agreement to buy 1,000,000 shares of its own common stock from the Robert C. Schiff Revocable Trust, with the purchase price set at 99% of the stock's closing Nasdaq price on November 12, 2004.

Robert C. Schiff is a member of Cincinnati Financial's board of directors. His sale of a significant block of shares (1,000,000) to the company is material, especially given the discount to market price and the fact that he is an insider. He also simultaneously retired from the board.

The repurchase of 1,000,000 shares will reduce the total number of outstanding shares. This transaction is part of the company's existing stock repurchase program, and after its completion, fewer than 4 million shares will remain available under that authorization.

Robert C. Schiff announced his immediate retirement from the board of directors of Cincinnati Financial and its subsidiaries. The company has stated that it is unaware of any disagreements with Mr. Schiff on any matters relating to the company's operations, policies, or practices.