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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, 2004
CINCINNATI FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 0-4604 31-0746871
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6200 S. Gilmore Road, Fairfield, Ohio 45014-5141
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 870-2000
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(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:
|_| 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 7.01 Regulation FD Disclosure.
On October 27, 2004, Cincinnati Financial Corporation issued the attached news
release "Cincinnati Financial Corporation Announces $350 Million Senior Notes
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 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 of
1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - News release dated October 27, 2004, titled "Cincinnati
Financial Corporation Announces $350 Million Senior Notes 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: October 27, 2004
/s/ Kenneth W. Stecher
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Kenneth W. Stecher
Chief Financial Officer, Senior Vice President,
Secretary and Treasurer
(Principal Accounting Officer)
Exhibit 99.1
Cincinnati Financial Corporation Announces $350 Million Senior Notes Offering
CINCINNATI, Oct. 27 /PRNewswire-FirstCall/ -- Cincinnati Financial
Corporation (Nasdaq: CINF) today announced that it is proposing to raise
$350 million of gross proceeds through an offering of senior notes due 2034,
subject to market conditions. Cincinnati Financial Corporation intends to use
the net proceeds as follows: (i) approximately $58 million will be used to pay
the entire outstanding balance under its line of credit; (ii) approximately
$128 million will be paid to The Cincinnati Insurance Company to satisfy an
outstanding intercompany debt; (iii) approximately $100 million will be used
beginning in 2005 to finance the construction of a parking garage and office
building to be situated at its headquarters located in Fairfield, Ohio; and
(iv) remaining net proceeds will be used for general corporate purposes.
Cincinnati Financial Corporation offers property and casualty insurance,
its main business, through The Cincinnati Insurance Company, The Cincinnati
Indemnity Company and The Cincinnati Casualty Company. The Cincinnati Life
Insurance Company markets life and disability income insurance and annuities.
CFC Investment Company supports the insurance subsidiaries and their
independent agent representatives through commercial leasing and financing
activities. CinFin Capital Management Company provides asset management
services to institutions, corporations and individuals. For additional
information, please visit the company's Web site at http://www.cinfin.com .
This news release does not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of the notes referred to
herein in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state. The notes will not be registered under the Securities Act of
1933 or applicable state securities laws, and the initial purchasers are
offering them only to qualified institutional buyers in reliance on Rule 144A
under the Securities Act. Unless so registered, the notes may not be offered
or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws.
This is a "Safe Harbor" statement under the Private Securities Litigation
Reform Act of 1995. Certain forward-looking statements contained herein
involve potential risks and uncertainties. Our future results could differ
materially from those discussed. Factors that could cause or contribute to
such differences include, but are not limited to:
- unusually high levels of catastrophe losses due to changes in weather
patterns, environmental events, terrorism incidents or other causes
- ability to obtain adequate reinsurance on acceptable terms, amount of
reinsurance purchased and financial strength of reinsurers
- increased frequency and/or severity of claims
- events or conditions that could weaken or harm our relationships with
our independent agencies and hamper opportunities to add new agencies,
resulting in limitations on our opportunities for growth, such as:
- downgrade of our financial strength ratings
- concerns that doing business with us is too difficult or
- perceptions that our level of service, particularly claims service,
is no longer a distinguishing characteristic in the marketplace
- insurance regulatory actions, legislation or court decisions or legal
actions that increase expenses or place us at a disadvantage in the
marketplace
- delays in the development, implementation, performance and benefits of
technology projects and enhancements
- inaccurate estimates or assumptions used for critical accounting
estimates, including loss reserves
- results and timely completion of assessment and remediation of internal
controls for financial reporting under the Sarbanes-Oxley Act of 2002
- recession or other economic conditions or regulatory, accounting or tax
changes resulting in lower demand for insurance products
- sustained decline in overall stock market values negatively affecting
our equity portfolio, in particular a sustained decline in the market
value of Fifth Third Bancorp shares, a significant equity holding
- events that lead to a significant decline in the market value of a
particular security and impairment of the asset
- prolonged low interest rate environment or other factors that limit our
ability to generate growth in investment income
- adverse outcomes from litigation or administrative proceedings
- effect on the insurance industry as a whole, and thus on our business,
of the suit brought by the Attorney General of the State of New York
against participants in the insurance industry, as well as any
increased regulatory oversight that might result from the suit
- limited flexibility in conducting investment activities if the
restrictions imposed by the Investment Company Act of 1940 become
applicable to us.
Further, our insurance businesses are subject to the effects of changing
social, economic and regulatory environments. Public and regulatory
initiatives have included efforts to adversely influence and restrict premium
rates, restrict the ability to cancel policies, impose underwriting standards
and expand overall regulation. We also are subject to public and regulatory
initiatives that can affect the market value for our common stock, such as
recent measures affecting corporate financial reporting and governance. The
ultimate changes and eventual effects, if any, of these initiatives are
uncertain.
Readers are cautioned that we undertake no obligation to review or update
the forward-looking statements included in this material.
SOURCE Cincinnati Financial Corporation
-0- 10/27/2004
/CONTACT: Investors, Heather J. Wietzel, +1-513-603-5950, or Media, Joan
O. Shevchik, +1-513-603-5323, both of Cincinnati Financial Corporation/
/Web site: http://www.cinfin.com /
(CINF)
CO: Cincinnati Financial Corporation
ST: Ohio
IN: FIN INS
SU: OFR
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