SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment NO. 3) 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 5,2003 (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 [ ]. Page 1 of 5 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 NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 2,000,000 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 Page 2 of 5 SCHEDULE 13D/A This Amendment No. 3 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. 7.7 Letter to Board of Directors of State Automobile Mutual Insurance Company and Board of Directors of STFC. Page 3 of 5 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 5, 2003 /s/ Gregory M. Shepard ------------------------ Gregory M. Shepard Page 4 of 5 EXHIBIT INDEX 7.7 Letter to Board of Directors of State Automobile Mutual Insurance Company and Board of Directors of STFC Page 5 of 5