UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: February 2, 2004
Commission file number 0-4604
CINCINNATI FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 31-0746871
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 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
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On February 2, 2004,
Cincinnati Financial Corporation issued the attached news releases:
a) News release entitled "Cincinnati Financial Corporation Increases
Cash Dividend, Declares 5 Percent Stock Dividend," attached hereto
as Exhibit 99.1, which is incorporated herein by reference,
declaring a 10 percent increase in the indicated annual cash
dividend to $1.10 per share and a 5 percent stock dividend.
b) News release entitled "Cincinnati Financial Subsidiaries Appoint
Officers and Counsel," attached hereto as Exhibit 99.2, which is
incorporated herein by reference, announcing the appointment of
James E. Benoski as vice chairman and chief insurance officer of
CFC; the appointment of Kenneth S. Miller, CLU, ChFC, as chief
investment officer and senior vice president of CFC; and other new
appointments or promotions of subsidiary officers and counsel.
c) News release entitled "Cincinnati Financial Corporation Announces
Corporate Governance Actions," attached hereto as Exhibit 99.3,
which is incorporated herein by reference, announcing a series of
board actions including naming a slate of nominees for election to
the board of directors at the annual meeting of shareholders on
April 24, 2004. The board also adopted corporate governance
guidelines, charters for the compensation and nominating committees
and a code of ethics for senior financial officers as well as
amended the charter for the audit committee, all of which may be
accessed by the public on the Investor's page of the corporation's
Web site at www.cinfin.com.
ITEM 9. REGULATION FD DISCLOSURE. On February 2, 2004, Cincinnati Financial
Corporation issued a news release entitled "Cincinnati Financial Corporation
Announces Director Transitions to Take Effect in April," attached hereto as
Exhibit 99.4, which is incorporated herein by reference, announcing that two
current directors of the corporation will not stand for re-election at the
company's annual meeting of shareholders on April 24, 2004, in accordance with
the board's long-established age guidelines.
The information included in this report under Items 5 and 9 shall not be deemed
an admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
The information furnished in Item 9 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 of 1933, as amended.
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 thereunto duly authorized.
CINCINNATI FINANCIAL CORPORATION
/s/ Kenneth W. Stecher
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Kenneth W. Stecher
Chief Financial Officer, Senior Vice President,
Secretary and Treasurer
(Principal Accounting Officer)
February 2, 2004
Exhibits
99.1 - Cincinnati Financial Corporation Increases Cash Dividend, Declares 5
Percent Stock Dividend
99.2 - Cincinnati Financial Subsidiaries Appoint Officers and Counsel
99.3 - Cincinnati Financial Corporation Announces Corporate Governance Actions
99.4 -- Cincinnati Financial Corporation Announces Director Transitions to Take
Effect in April