As filed with the Securities and Exchange Commission on April 24, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
THE SECURITIES ACT OF 1933
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) 385 Washington Street 55102 St Paul Minnesota (Zip Code) (Address of principal executive offices) The St. Paul/USF&G Replacement Nonqualified Stock Option Plan (Full title of plan) (Name, address and telephone number of agent for service) (Copy to:) Bruce A, Backberg, Esquire John F. Hoffen, Jr., Esquire The St. Paul Companies, Inc. USF&G Corporation 385 Washington Street 6225 Centennial Way St. Paul, Minnesota 55102 Baltimore, Maryland 21209 (612) 310-7911 (410) 547-3000
CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of maximum maximum Securities offering aggregate to be Amount to be price per offering Amount of registered (1) registered share (2) price registration fee Common Stock 3,150,000 shares $86.59 $272,758,500.00 $80,464.00 (no par value)
(1) Includes rights to purchase Series A Junior Participating Preferred Stock of the Registrant. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Common Stock.
(2) Calculated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h), the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the daily high and low sale prices of Common Stock of the Registrant reported on the New York Stock Exchange on April 22, 1998 (i.e., $86.59).
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in the Form S-8 pursuant to Note to Part I of Form S-8.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since the end of the fiscal year covered by the Registrant document referred to in (a) above; and
(c) the description of the Company's Common Stock, no par value (the "Common Stock") contained in its Registration Statement on Form 8-A, filed on October 17, 1991, including any amendments or reports filed for the purpose of updating such description; and the description of the Company's Series A Preferred Stock and Rights to purchase Series A Preferred Stock contained in its Registration Statement on Form 8-A, filed on December 8, 1989, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of the Registration Statement from the date of filing of such documents.
The consolidated financial statements and financial statement schedules of the Company as of December 31, 1997 and 1996, and for each of the years in the three year period ended December 31, 1997 which are included in or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are incorporated by reference in this Registration Statement in reliance on the reports of KPMG Peat Marwick LLP, independent certified public accountants, as set forth in their reports thereon, which are incorporated herein by reference and are given upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on the consolidated financial statements of the Company issued at future dates, and consents to the use of their reports thereon, such consolidated financial statements also will be incorporated by reference in this Registration Statement in reliance upon their reports and said authority.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
The legal validity of the shares of Common Stock offered by the Registrant pursuant to this Registration Statement is being passed upon by Bruce A. Backberg, Senior Vice President and Chief Legal Counsel for the Registrant. As of April 23, 1998, Mr. Backberg owns shares of Common Stock and options to acquire such shares aggregating less than 0.1% of the Registrant's outstanding Common Stock.
Item 6. Indemnification of Directors and Officers.
St. Paul is subject to Minnesota Statutes, Chapter 302A. Minnesota Statutes, Section 302A.521 provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity (as defined) of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefore by another organization or employee benefit plan; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) reasonably believed that the conduct was in the best interests of the corporation in the case of acts or omissions in such person's official capacity for the corporation, or, in the case of acts or omissions in such person's official capacity for other affiliated organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation.
The Bylaws of St. Paul provide that, subject to the limitations set forth
in the next sentence, it will indemnify and make permitted advances to a person
made or threatened to be made a party to a proceeding by reason of his former or
present official capacity against judgments, penalties, fines (including without
limitation excise taxes assessed against the person with respect to an employee
benefit plan), settlements and reasonable expenses (including without limitation
attorneys' fees and disbursements) incurred by him in connection with the
proceeding in the manner and to the fullest extent permitted or required by
Notwithstanding the foregoing, St. Paul will neither indemnify nor make advances under Section 302A.521 to any person who at the time of the occurrence or omission claimed to have given rise to the matter which is the subject to the proceeding only had an agency relationship to St. Paul and was not at that time an officer, director or employee thereof unless such person and St. Paul were at that time parties to a written contract for indemnification or advances with respect to such matter or unless the board specifically authorizes such indemnification or advances.
St. Paul has directors' and officers' liability insurance policies, with coverage of up to $125 million, subject to various deductibles and exclusions from coverage.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
4 Amended and Restated Shareholder Protection Rights Agreement (incorporated by reference to Exhibit 4(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 0-3021)).
5 Opinion and Consent of Counsel Regarding the Legality of the shares of Common Stock.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5 above).
24 Power 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the 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 the Registration Statement or any material change to such information in the Registration Statement.
Paragraphs (l)(i) and (l)(ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of such issue.
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, there- unto duly authorized, in the City of St. Paul, State of Minnesota, on the 23rd day of April, 1998.
THE ST. PAUL COMPANIES, INC.
By: /s/ BRUCE A. BACKBERG Bruce A. Backberg Senior Vice President and Chief Legal Counsel
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Date: April 23, 1998 /s/ DOUGLAS W. LEATHERDALE Douglas A. Leatherdale Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) Date: April 23, 1998 /s/ PAUL J. LISKA Paul J. Liska Executive Vice President, Chief Financial Officer, and Principal Financial Officer Date: April 23, 1998 /s/ HOWARD E. DALTON Howard E. Dalton Senior Vice President, Chief Accounting Officer and Principal Accounting Officer
A majority of the Board of Directors (Douglas W. Leatherdale, Patrick A. Thiele, Michael R. Bonsignore, John H. Dasburg, W. John Driscoll, Pierson M. Grieve, Thomas R. Hodgson, Ronald James, David G. John, William H. Kling, Bruce K. MacLaury, Glen D. Nelson, M.D., Anita M. Pampusch, Gordon M. Sprenger).
Date: April 23, 1998 By: /s/ BRUCE A. BACKBERG Bruce A. Backberg Attorney-In-Fact
Exhibit Sequential Number Description Page Number 4 Amended and Restated Shareholder Protection Rights Agreement (incorporated by reference to Exhibit 4(i) to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 (File No. 0-3021)). 5 Opinion and Consent of Counsel Regarding the Legality of the Shares of Common Stock 8 23.1 Consent of Independent Auditors 9 23.2 Consent of Counsel (included in Exhibit 5 above) ---- 24 Power of Attorney 10
April 23, 1998
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
RE: REGISTRATION STATEMENT ON FORM S-8
I have acted as counsel to The St. Paul Companies, Inc., a Minnesota corporation (the "Company"), in connection with the registration by the Company of 3,150,000 shares of the Company's Common Stock, no par value (the "Shares"), pursuant to the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission on or about April 23, 1998 (the "Registration Statement").
In this connection, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and written and oral statements of officers and accountants of the Company and of public officials, and other documents that I have considered necessary and appropriate for this opinion. In connection with my examination, I have assumed the genuineness of all signatures, the authenticity of all documents tendered to me as originals, the legal capacity of all natural persons, and the conformity to original documents submitted to me as certified or photostatic copies.
Based on the foregoing, it is my opinion that:
1. The Company has corporate authority to issue the Shares in the manner and under the terms set forth in the Registration Statement.
2. The 3,150,000 shares of Common Stock that are being registered for sale by the Company under the Registration Statement have been duly authorized and, when issued, delivered and paid for in accordance with The St. Paul/USF&G Replacement Nonqualified Stock Option Plan, will be validly issued, fully paid and nonassessable.
I am an attorney admitted to the Bar of the State of Minnesota. The opinions set forth herein are limited to matters governed by the laws of the State of Minnesota and the Federal Laws of the United States of America, and I express no opinion as to any other laws. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to its use as part of the Registration Statement.
Very truly yours,
/s/ BRUCE A. BACKBERG Bruce A. Backberg, Esq.
The Board of Directors
The St. Paul Companies, Inc.:
We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Incorporation of Documents by Reference" in the registration statement.
/s/ KPMG PEAT MARWICK LLP KPMG Peat Marwick LLP Minneapolis, Minnesota April 24, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers and Directors of The St. Paul Companies, Inc., a Minnesota corporation (the "Corporation"), hereby severally constitute and appoint Bruce A. Backberg and Sandra U. Wiese of St. Paul, Minnesota, or either of them, his or her true and lawful agent and attorney-in-fact, with full power and authority in said agents and attorneys-in-fact, and in any one or more of them, to sign for the undersigned and in their respective names as Officers and as Directors of the Corporation, a Registration Statement on Form S-8 relating to the proposed issuance of Common Stock pursuant to the exercise of outstanding stock options or other awards granted under The St. Paul/USF&G Replacement Nonqualified Stock Option Plan (or any and all amendments, including post-effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Signature Title Date /s/ Douglas W. Leatherdale Chairman, President and Chief April 23, 1998 Douglas W. Leatherdale Executive Officer (Principal Executive Officer) /s/ PATRICK A. THIELE Executive Vice President April 23, 1998 Patrick A. Thiele and a Director Patrick A. Thiele /s/ MICHAEL R. BONSIGNORE Director April 23, 1998 Michael R. Bonsignore /s/ JOHN H. DASBURG Director April 23, 1998 John H. Dasburg /s/ W. JOHN DRISCOLL Director April 23, 1998 W. John Driscoll /s/ PIERSON M. GRIEVE Director April 23, 1998 Pierson M. Grieve /s/ THOMAS R. HODGSON Director April 23, 1998 Thomas R. Hodgson /s/ RONALD JAMES Director April 23, 1998 Ronald James /s/ DAVID G. JOHN Director April 23, 1998 David G. John /s/ WILLIAM H. KLING Director April 23, 1998 William H. Kling /s/ BRUCE K. MACLAURY Director April 23, 1998 Bruce K. MacLaury /s/ GLEN D. NELSON, M.D. Director April 23, 1998 Glen D. Nelson, M.D. /s/ ANITA M. PAMPUSCH Director April 22, 1998 Anita M. Pampusch /s/ GORDON M. SPRENGER Director April 22, 1998 Gordon M. Sprenger