As filed with the Securities and Exchange Commission on July 24, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE ST. PAUL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0518860
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(651) 310-7911
(Address of Principal Executive Offices)
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THE ST. PAUL COMPANIES, INC.
SAVINGS PLUS PLAN
(Full Title of the Plan)
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BRUCE A. BACKBERG, ESQ.
SENIOR VICE PRESIDENT AND CORPORATE SECRETARY
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MN 55102
(651) 310-7911
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(3) PRICE(3) FEE (3)
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Common Stock, without par value (1) (2) 2,500,000 $41.10 $102,750,000 $25,687.50
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of a stock split, stock
dividend or similar adjustment of the outstanding common shares of The St.
Paul Companies, Inc.
(2) In addition, pursuant to Rule 416(c), this Registration Statement also
covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
(3) Pursuant to Rule 457(h)(1) and 457(c) of the Securities Act of 1933, as
amended, the proposed maximum offering price per share, the proposed
maximum aggregate offering price and the amount of the registration fee are
based upon the average of the high and low prices of the Common Stock on
the New York Stock Exchange as reported in the consolidated transaction
reporting system on July 20, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by Part I of Form S-8, this Registration
Statement omits the information specified in Part I. The documents containing
the information specified in Part I will be delivered to the participants in the
plan covered by this Registration Statement, as required by Rule 428(b) under
the Securities Act of 1933, as amended (the "Securities Act"),. Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The St. Paul Companies, Inc.
(the "Company") and the Savings Plus Plan are hereby incorporated by reference
in this Registration Statement:
o Annual Report on Form 10-K, as filed with the Commission on March
28, 2001.
o Definitive Proxy Statement on Schedule 14A as filed with the
Commission on March 27, 2001.
o Quarterly Report on Form 10-Q, as filed with the Commission on May
14, 2001.
o Current Report on Form 8-K, as filed with the Commission on April
30, 2001.
o Current Report on Form 8-K, as filed with the Commission on March
12, 2001.
o Current Report on Form 8-K as filed with the Commission on July 18,
2001.
o Annual Report on Form 11-K for the Savings Plus Plan, as filed with
the Commission on June 19, 2001.
o The description of the Company's Common Stock contained in its
registration statement on Form 8-A, including any amendments or
supplements thereto, as filed with the Commission on October 17,
1991.
All documents filed by the Company and the Savings Plus Plan
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 after the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the filing date of such
documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein) modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Bruce A. Backberg, Senior Vice President and Corporate
Secretary of the Company, has given his opinion about certain
legal matters affecting the securities registered under this
Registration Statement. Mr. Backberg is eligible to
participate in the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Minnesota Statute Section 302A.521 provides that a Minnesota
business corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of indemnification and reference is made thereto for a complete
statement of such indemnification rights.
The Bylaws of the Company provide, subject to certain
exceptions, that directors and officers of the Company and certain others shall
be indemnified by the Company to the fullest extent permitted or required by
Minnesota Statute Section 302A.521.
The Company maintains directors' and officers' liability
insurance, including a reimbursement policy in favor of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit NO. DESCRIPTION
4.1 Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998)
4.2 Bylaws of the Company (incorporated herein by reference to
Exhibit 3(b) of the Company's Annual Report on Form 10-K for
the year ended December 31, 2000)
5.1 Opinion and Consent of Bruce A. Backberg, Esq.
Pursuant to Item 8(b) of Form S-8, the Registrant hereby
undertakes that it will submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") for a
determination letter that the Plan is qualified under Section
401 of the Internal Revenue Code of 1986 in a timely manner
and will make all changes required by the IRS in order to
qualify the Plan.
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23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) of this Item 9 do
not apply if the information required to be included in the
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or
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otherwise, the Company has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In any event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of St. Paul, Minnesota, on July 24, 2001.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
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Name: Bruce A. Backberg
Title: Senior Vice President and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Date: July 24, 2001 By: /s/ Douglas W. Leatherdale
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Douglas W. Leatherdale, Director, Chairman
of the Board, President and Chief Executive
Officer
Date: July 24, 2001 By: /s/ Thomas A. Bradley
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Thomas A. Bradley, Chief Financial Officer
Date: July 24, 2001 By: /s/ John C. Treacy
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John C. Treacy, Vice President and
Corporate Controller (principal accounting
officer)
Date: July 24, 2001 By: /s/ H. Furlong Baldwin
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H. Furlong Baldwin*, Director
Date: July 24, 2001 By: /s/ Carolyn H. Byrd
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Carolyn H. Byrd*, Director
Date: July 24, 2001 By: /s/ John H. Dasburg
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John H. Dasburg*, Director
Date: July 24, 2001 By: /s/ Janet M. Dolan
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Janet M. Dolan*, Director
Date: July 24, 2001 By: /s/ Kenneth M. Duberstein
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Kenneth M. Duberstein*, Director
Date: July 24, 2001 By: /s/ Pierson M. Grieve
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Pierson M. Grieve*, Director
Date: July 24, 2001 By: /s/ Thomas R. Hodgson
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Thomas R. Hodgson*, Director
Date: July 24, 2001 By: /s/ David G. John
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David G. John*, Director
Date: July 24, 2001 By: /s/ William H. Kling
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William H. Kling*, Director
Date: July 24, 2001 By: /s/ Bruce K. Maclaury
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Bruce K. MacLaury*, Director
Date: July 24, 2001 By: /s/ Glen D. Nelson, M.d.
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Glen D. Nelson, M.D.*, Director
Date: July 24, 2001 By: /s/ Gordon M. Sprenger
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Gordon M. Sprenger*, Director
Date: July 24, 2001 *By: /s/ Bruce A. Backberg
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Bruce A. Backberg, Attorney-in-fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Savings Plus Plan has caused this Form S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on July 24, 2001.
Savings Plus Plan
By: /s/ John P. Clifford, Jr.
John P. Clifford, Jr.
Plan Administrator
Vice President
The St. Paul Companies, Inc.
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INDEX TO EXHIBITS
4.1 Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 1998)
4.2 Bylaws of the Company (incorporated herein by reference to
Exhibit 3(b) of the Company's Annual Report on Form 10-K for
the year ended December 31, 2000)
5.1 Opinion and Consent of Bruce A. Backberg, Esq.
23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Powers of Attorney