<PAGE>
As filed with the Securities and Exchange Commission on August 30, 2000.
Registration No. 333-33444
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SAFECO CORPORATION
(Exact name of registrant as specified in its charter)
----------------
<TABLE>
<S> <C>
Washington 91-0742146
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
4333 Brooklyn Avenue N.E.
Seattle, Washington 98185
(206) 545-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
JANICE OAKES SCHAFER
Assistant General Counsel
SAFECO Corporation
4333 Brooklyn Avenue N.E.
Seattle, Washington 98185
(206) 545-5000
(Name, address and telephone number of agent for service)
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
<CAPTION>
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of each class of to be offering price offering registration
securities to be registered registered per unit(1) price(1) fee
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1,000,000
Common Stock, no par value...... shares $19.659375 $19,659,375 $5,190(2)
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c), based upon 90% of the average of the high and
low sales prices on March 22, 2000.
(2) Previously filed.
----------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
[LOGO OF SAFECO]
1,000,000 Shares
Common Stock
----------------
This prospectus relates to our common stock offered under the SAFECO Agency
Stock Purchase Plan. Each eligible agency may purchase shares under the plan.
In the case of eligible Partnership Plus agencies, the purchase price for a
share of common stock offered under the plan is 90% of the closing price on
the purchase date. In the case of eligible President's Trust agencies, the
purchase price is 80% of the closing price on the purchase date. Purchasers
will not be able to sell or transfer their shares during a two-year restricted
period beginning on the purchase date. The "closing price" means the price at
which the last trade in our common stock was made before or at 1:00 p.m.
Seattle time, as reported on The Nasdaq National Market. On August 28, 2000,
the closing price of our common stock was $24.5625.
Our common stock is traded in the over-the-counter market and is quoted on
The Nasdaq National Market under the symbol "SAFC."
The Securities and Exchange Commission and state securities commissions have
not approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is August 30, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Forward-Looking Statements................................................. 3
Where You Can Find More Information........................................ 3
SAFECO Corporation......................................................... 5
Use of Proceeds............................................................ 5
The Plan................................................................... 5
Terms of Purchase.......................................................... 7
Shares Available under the Plan............................................ 7
Dividends.................................................................. 8
Other Shareholder Rights................................................... 8
Plan Committee............................................................. 8
Plan Custodian............................................................. 8
Expenses................................................................... 8
Federal Income Tax Consequences of Purchasing Shares under the Plan........ 9
Description of the Capital Stock........................................... 9
Experts.................................................................... 11
Legal Matters.............................................................. 11
</TABLE>
<PAGE>
FORWARD-LOOKING STATEMENTS
Statements made in documents incorporated by reference in this prospectus that
relate to anticipated financial performance, business prospects and plans,
regulatory developments and similar matters may be considered "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of
1995. Statements made in those documents that are not historical information
are forward-looking. Such statements are subject to certain risks and
uncertainties that may cause the operations, performance, development and
results of our business to differ materially from those suggested by the
forward-looking statements. The risks and uncertainties include:
. our ability to obtain rate increases and non-renew underpriced insurance
accounts;
. realization of growth and business retention estimates;
. achievement of our premium targets and profitability;
. changes in competition and pricing environments;
. achievement of our expense reduction goals;
. the occurrence of significant natural disasters, including earthquakes;
. weather conditions, including the severity and frequency of storms,
hurricanes, snowfalls, hail and winter conditions;
. driving patterns;
. fluctuations in interest rates;
. performance of financial markets;
. court decisions and trends in litigation;
. legislative and regulatory developments;
. the adequacy of loss reserves;
. the availability and pricing of reinsurance;
. the development of major Year 2000 related claims or liabilities; and
. general economic and market conditions.
In particular, because insurance rates in some jurisdictions are subject to
regulatory review and approval, our achievement of rate increases may occur in
amounts and on a time schedule different than planned, which may affect our
efforts to restore earnings in our property and casualty lines.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC filings are
available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file with the
SEC at its public reference facilities in Washington, D.C., New York, New York
or Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference facilities. You may also
obtain copies of the documents at prescribed rates by writing to the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The
3
<PAGE>
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the SEC will automatically
update and supersede the information included and/or incorporated by reference
in this prospectus. We incorporate by reference the documents listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until our offering is completed:
. Annual Report on Form 10-K/A for the year ended December 31, 1999, dated
August 9, 2000;
. Quarterly Report on Form 10-Q for the three months ended March 31, 2000;
. Quarterly Report on Form 10-Q for the three months ended June 30, 2000;
. Current Reports on Form 8-K filed April 13, 2000, April 24, 2000 and August
3, 2000;
. The description of our common stock contained in a registration statement
filed with the SEC under Section 12(g) of the Securities Exchange Act,
including any amendments or reports filed for the purpose of updating that
description; and
. Proxy Statement on Schedule 14A dated March 17, 2000.
You may request a copy of these filings and any exhibits specifically
incorporated by reference into one or more of these filings at no cost by
writing or telephoning us at the following address and phone number:
SAFECO Investor Relations
SAFECO Corporation
SAFECO Plaza
4333 Brooklyn Avenue N.E.
Seattle, Washington 98185
(206) 545-5000
You should rely only on the information incorporated by reference or provided
in this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with different information. We are not making an offer of
these securities in any state where the state does not permit an offer. You
should not assume that the information in this prospectus is accurate as of
any date other than the date on the front of the prospectus.
4
<PAGE>
SAFECO CORPORATION
We are one of the largest diversified financial services companies in the
United States. Through our subsidiaries, we engage in two principal lines:
property and casualty insurance, including surety, and life insurance. Our
property and casualty insurance operation is one of the largest in the United
States and writes personal, commercial and surety lines of insurance through
approximately 8,000 independent agents. We also are one of the independent
agency system's largest insurers of small to medium-sized businesses. Our
principal personal product lines are automobile and homeowners insurance, and
our principal commercial product lines are workers' compensation, commercial
multiperil, commercial automobile and surety. Our life and investments
operations offer individual and group insurance products, pension and annuity
products through professional agents in all 50 states and the District of
Columbia. We also conduct commercial lending and leasing, investment
management, and insurance agency and financial services distribution
operations.
At June 30, 2000, we had stockholders' equity of approximately $4.2 billion
and total assets of approximately $31.2 billion. As of June 30, 2000, we had
approximately 13,000 employees.
We are a Washington corporation. Our principal executive offices are located
at SAFECO Plaza, 4333 Brooklyn Avenue N.E., Seattle, Washington 98185, and our
telephone number is (206) 545-5000.
USE OF PROCEEDS
Unless we specify otherwise in a prospectus supplement, we will use the net
proceeds that we receive from the sale of the shares offered under this
prospectus for general corporate purposes. We may invest the net proceeds
temporarily or apply them to repay short-term debt until we use them for their
stated purpose.
THE PLAN
General
Our board of directors authorized the adoption of the SAFECO Agency Stock
Purchase Plan to reward key insurance agencies with the opportunity to buy our
common stock at a discount. Our board of directors believes that stock
ownership will motivate our top agencies to contribute to the long-term growth
and success of our enterprise. Our board of directors adopted the plan on
November 3, 1999.
The plan allows agencies that meet certain incentive compensation goals and
are selected for participation to purchase shares of our common stock for cash
at a discount of either 10% or 20% from the closing price of our common stock
on the date of purchase.
Eligibility
Eligibility for the plan is determined on a year-by-year basis. Each agency
that has either a "Partnership Plus" or "President's Trust" incentive
compensation contract directly with us to promote and sell our personal and/or
commercial lines of insurance is eligible to purchase shares on a purchase
date if it has:
. earned $10,000 or more in incentive cash compensation for the calendar year
preceding that purchase date; and
. has been selected for participation on that purchase date by the plan
committee.
We will notify agencies of their eligibility by providing them with an
election form as described below. Eligible agencies are under no obligation to
participate in the plan.
The plan is for the benefit only of agencies that satisfy the criteria listed
above. No other persons can be direct or indirect beneficiaries or
participants under the plan. Any arrangements or undertakings entered into
between an agency and that agency's producers establish rights and obligations
solely between or among those parties
5
<PAGE>
and do not create any obligations on the part of SAFECO or any of our
affiliates. Neither SAFECO nor its affiliates shall have any liability under
those arrangements.
Procedures for Making Purchases
Purchases can be made under the plan on each date designated as a purchase
date. Unless the plan committee determines otherwise, the purchase date each
year will be March 10, or if March 10 is not a business day, the next business
day.
Prior to each purchase date, we will mail a copy of this prospectus and any
applicable prospectus supplement to each eligible agency. The prospectus and
any prospectus supplement will describe the price, purchase date, transfer
restrictions and any other terms and conditions for purchases of shares on
that purchase date.
In February of each year, following our calculation of the cash bonuses
payable under agency incentive compensation contracts, we will provide each
eligible agency with an election form. To purchase shares under the plan on a
purchase date, you must:
. complete the election form, indicating the dollar amount that you wish to
apply to the purchase of shares on the purchase date;
. enclose a check for that amount payable to SAFECO Insurance Companies; and
. mail the election form and check to SAFECO Insurance Companies, Marketing
Department, SAFECO Plaza, Seattle, WA 98185, Attention: Incentive Plans
Administrator.
To be timely, you must deliver your election form to the above address by 4:30
p.m. on the last business day before the purchase date. We will not honor
election forms that we receive after the deadline. If we receive any election
forms after the deadline for a purchase date, we will promptly return the
enclosed checks to the senders. Funds sent to us to purchase shares under the
plan will not bear interest.
Minimum and Maximum Limits on Purchases
To participate in the plan in any year, the minimum amount an eligible agency
can elect to spend to purchase shares on the purchase date is $5,000. The
maximum an agency can elect to spend on share purchases is the amount of the
cash bonus the agency earned for the previous year under its Partnership Plus
or President's Trust incentive contract with us.
Purchase Price; Number of Shares Acquired
In the case of Partnership Plus agencies, the purchase price for a share of
common stock offered under the plan will be 90% of the closing price on the
purchase date. In the case of President's Trust agencies, the purchase price
will be 80% of the closing price on the purchase date. The "closing price"
means the price at which the last trade in our common stock was made before or
at 1:00 p.m. Seattle time as reported on The Nasdaq National Market.
The number of shares that you acquire on any purchase date will equal the
dollar amount paid to purchase shares under the plan divided by the applicable
purchase price. If the number of shares that can be purchased with your
payment is not a whole number, you will be credited with a fractional share
carried to the number of decimal places customarily accounted for by the
custodian for the plan.
Restrictions on Transfer
Shares purchased under the plan will be subject to restrictions on transfer
for a period of two years from the purchase date. During the restricted
period, you cannot sell, transfer, pledge, assign or otherwise dispose of the
shares or obtain stock certificates. In all other respects, you will be
entitled, as of the purchase date, to the benefits of ownership of the shares.
There is no risk of forfeiture of your shares during the restricted period.
6
<PAGE>
TERMS OF PURCHASE
We are offering our common stock on the purchase dates, at the purchase prices
and subject to the terms and conditions, including restrictions on
transferability of the shares, established by the plan and in each case as
described in this prospectus and any prospectus supplement. The plan committee
may amend the terms of the plan, including the eligibility criteria, purchase
price, purchase date, and length of the restricted period. If the plan
committee amends the terms of the plan, we will send you a prospectus
supplement describing the revised plan.
During the period your shares are restricted, they will be registered in your
agency name and held in book-entry form by the plan custodian, and you will
not be allowed to sell, transfer, pledge, assign or otherwise dispose of your
shares. During this restricted period, you will bear the risk of loss and
realize the benefits of any gain from changes in the market price of the
shares. Once the restricted period ends, you may:
. ask the plan custodian to send you stock certificates;
. leave your shares in your agency's custodial account; or
. direct the plan custodian to sell or transfer the shares on your agency's
behalf.
SHARES AVAILABLE UNDER THE PLAN
Our board of directors has authorized 1,000,000 shares of our common stock for
issuance under the plan. These shares will come from our authorized but
unissued shares.
In the event that the plan committee determines that:
. any stock dividend,
. extraordinary cash dividend,
. recapitalization,
. reorganization,
. merger,
. consolidation,
. split-up,
. spin-off,
. combination,
. exchange of shares, or
. other similar corporate event
affects our common stock so that an adjustment is required in order to
preserve the benefits or potential benefits intended to be made available
under the plan, then the plan committee may, in its sole discretion, adjust
any or all of the number and kind of shares that may be sold under the plan in
any manner the plan committee may deem equitable.
7
<PAGE>
DIVIDENDS
We pay dividends, as and when declared by our board of directors, to the
record holders of shares of our common stock. As the record holder of shares
purchased under the plan, you will receive dividends, if any, in cash for all
shares registered in your agency name on the record date.
Any dividend payable in common stock or any split shares distributed by us on
shares purchased under the plan and registered in your agency name will be
deposited in the account established for your agency by the plan custodian.
Any shares received as the result of a stock split will be subject to the same
restrictions on transfer as the shares purchased under the plan. Shares
received as dividends will not be subject to any transfer restrictions.
OTHER SHAREHOLDER RIGHTS
If you purchase shares under the plan, you will receive our annual report and
any other periodic or quarterly reports issued to stockholders, notices of
shareholder meetings, proxy statements and Internal Revenue Service
information for reporting dividends.
You will be entitled to vote any shares registered in your agency name on the
record date for a meeting of shareholders. You may vote your shares in person
or by proxy.
PLAN COMMITTEE
The plan committee consists of two or more members appointed from time to time
by our chief executive officer. The members may be SAFECO employees. The plan
committee has broad discretion to administer and interpret the plan. It may
adopt, amend and rescind rules and procedures relating to the plan and
delegate administrative duties as it sees fit. The plan committee may amend
the terms of the plan, including the eligibility criteria, purchase price,
purchase date, and length of the restricted period. However, the plan
committee will not give amendments effect to the extent they would adversely
affect shares purchased before the date of the amendment.
PLAN CUSTODIAN
The plan custodian is responsible for establishing and maintaining a separate
account for each agency that has purchased shares under the plan and for
providing reports to participating agencies at least annually. The plan
custodian must be a licensed broker-dealer or have an affiliation with a
licensed broker-dealer. The plan committee has selected The Bank of New York
as the plan custodian. In the event The Bank of New York becomes unwilling or
unable to serve as the plan custodian or the plan committee believes it is in
the best interests of participants to replace the plan custodian, the plan
committee will select a new plan custodian or make other arrangements as it
deems appropriate for handling the duties performed by the plan custodian.
EXPENSES
We will pay all expenses for administration of the plan, including accounting,
legal, and custodial fees. You can purchase our common stock under the plan
without paying any brokerage commission or other charges. The shares will be
issued only in book-entry form until the restricted period expires. If you
request the issuance of stock certificates when the shares are no longer
restricted, the plan custodian may charge you a stock certificate fee. You
will be responsible for paying any brokerage fees or commissions charged by
the plan custodian for selling or transferring shares that you have acquired
under the plan.
8
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
OF PURCHASING SHARES UNDER THE PLAN
The difference between the fair market value of the shares of common stock
that you acquire on a purchase date and the amount you paid for the shares is
ordinary income to you and recognizable at the time of purchase. For example,
if a President's Trust agency elects to spend $10,000 to purchase common
stock, the agency will receive $12,500 worth of common stock and pay tax on
the $2,500 difference.
We believe there are no other federal income tax consequences to you from
purchases under the program. We will be allowed a deduction equal to the
amount of ordinary income that you recognize in the tax year in which you
include the income.
The tax basis of any shares you acquire under the plan will be their fair
market value on the date the shares were purchased, and the holding period
applicable to the shares will start the next day after the purchase date.
You will have dividend income on receipt of any dividends. You will recognize
gain or loss upon your sale or exchange of the shares. The amount of the gain
or loss will be equal to the difference between the sales price of the shares
and your tax basis in the shares.
The plan in not qualified under Section 401(a) of the Internal Revenue Code
and is not subject to ERISA.
We advise you to consult your own tax advisor to determine the personal tax
consequences of participation in the plan.
DESCRIPTION OF THE CAPITAL STOCK
General
Our authorized capital stock consists of 300,000,000 shares of common stock,
no par value, and 10,000,000 shares of preferred stock, no par value. As of
June 30, 2000, 127,629,632 shares of common stock and no shares of preferred
stock were issued and outstanding.
The following is a summary description of our capital stock.
Common Stock
The holders of shares of our common stock, subject to the preferential rights
of the holders of any shares of our preferred stock, are entitled to dividends
when and as declared by our board of directors. The holders of our common
stock have one vote per share on all matters submitted to a vote of our
shareholders, and the right to our net assets in liquidation after payment of
any amounts due to creditors and any amounts due to the holders of our
preferred stock. Holders of shares of our common stock are not entitled as a
matter of right to any preemptive, subscription, redemption or conversion
rights and are not entitled to cumulative voting for directors. All
outstanding shares of our common stock are, and the shares of common stock
issued under the plan will be, fully paid and nonassessable.
The transfer agent and registrar for our common stock is The Bank of New York,
P.O. Box 11258, Church Street Station, New York, New York 10286.
Preferred Stock
Our articles of incorporation permit our board of directors, without further
shareholder authorization, to issue up to 10,000,000 shares of preferred stock
in one or more series and to fix the terms and provisions of each series,
including:
. dividend rights and preferences over dividends on our common stock;
9
<PAGE>
. conversion rights, if any;
. voting rights, if any, in addition to those provided by law;
. redemption rights, if any, and any sinking fund for that purpose; and
. rights on liquidation, including preferences over the common stock.
Each series of preferred stock will be entitled to receive an amount payable
upon liquidation, dissolution or winding up, fixed for each series, plus all
dividends accumulated to the date of final distribution, before any payment or
distribution of our assets is made on our common stock. Currently we have no
shares of preferred stock outstanding.
Antitakeover Effects of Certain Provisions in Our Articles, Bylaws and
Washington Law
Preferred Stock Authorization. As noted above, our board of directors, without
shareholder approval, has the authority under our articles of incorporation to
issue preferred stock with rights superior to the rights of the holders of
common stock. As a result, preferred stock could be issued quickly and easily,
could adversely affect the rights of holders of common stock and could be
issued with terms calculated to delay or prevent a change in control of SAFECO
or make removal of management more difficult.
Election of Directors. Our articles of incorporation provide for the division
of our board of directors into three classes, as nearly equal in number as
possible, with the directors in each class serving for a three-year term and
one class being elected each year by our shareholders. The board of directors
fills vacancies on the board of directors. Any amendment to our articles of
incorporation that would affect the number of directors on our board, the
classification of our board, or the manner in which vacancies on the board are
filled requires the favorable vote of 67% of the outstanding shares entitled
to vote. Because this system of electing directors and filling vacancies
generally makes it more difficult for shareholders to replace a majority of
the board of directors, it may tend to discourage a third party from making a
tender offer or otherwise attempting to gain control of SAFECO.
Requirements for Advance Notification of Shareholder Nominations and
Proposals. Our bylaws establish advance notice procedures with respect to
shareholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of our board of
directors or a committee of the board.
Washington Law. Chapter 23B.19 of the Washington Business Corporation Act,
with limited exceptions, prohibits a "target corporation" from engaging in
certain "significant business transactions" with an "acquiring person" for a
period of five years after the acquiring person's share acquisition, unless
the target corporation's board of directors approved either the significant
business transaction or the acquiring person's purchase of shares prior to the
acquiring person's acquisition of 10% or more of the target corporation's
voting stock. An "acquiring person" is defined as a person or group of persons
that beneficially owns 10% or more of the voting securities of the target
corporation. Such prohibited transactions include, among other things,
. a merger or consolidation with, disposition of assets to, or issuance of
stock to or redemption of stock from, the acquiring person;
. termination of 5% or more of the employees of the target corporation as a
result of the acquiring person's acquisition of 10% or more of the shares;
and
. allowing the acquiring person to receive any disproportionate benefit as a
shareholder.
After the five-year period, a "significant business transaction" may occur, as
long as it complies with certain "fair price" provisions of the statute. A
corporation may not "opt out" of this statute.
10
<PAGE>
This statute may have the effect of deterring unfriendly offers and delaying
or preventing a change in control of SAFECO. In so doing, this statute could
deprive shareholders of opportunities to realize a premium on their common
stock. On the other hand, these provisions may induce anyone seeking control
of SAFECO or a business combination with SAFECO to negotiate terms acceptable
to our board of directors.
Insurance Regulations Concerning Change of Control
State insurance laws intended primarily for the protection of policyholders
contain provisions that require advance approval by state agencies of any
change of control of an insurance company or insurance holding company that is
domiciled (or in some cases, having such substantial business that it is
deemed commercially domiciled) in that state. We have property and casualty
insurance subsidiaries domiciled in Washington, Indiana, California, Illinois,
Texas, Missouri, Pennsylvania and New York. In these states, "control" is
generally presumed to exist through the ownership of 10% of more of the voting
securities of an insurance company or any company that controls the insurance
company. Any purchase of our shares that would result in the purchaser owning
10% or more of our common stock will be presumed to result in the acquisition
of control of our insurance subsidiaries. Such an acquisition would require
prior regulatory approval unless the insurance commissioner in each state in
which our insurance subsidiaries are domiciled determines otherwise. In
addition, many states require prenotification to the state regulatory agencies
of a change of control of a nondomestic insurance company licensed in that
state if the acquisition would trigger specified market concentration
thresholds. While those prenotification statutes do not authorize the state
agency to disapprove the change of control, they do authorize the agency to
issue a cease and desist order with respect to the nondomestic insurance
company if certain conditions, such as undue market concentration, exist.
These insurance regulatory requirements may deter, delay or prevent
transactions affecting control of SAFECO or the ownership of our common stock,
including transactions that could be advantageous to our shareholders.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements, as amended, and financial statement schedules, as
amended, that we incorporated by reference or included in our Annual Report on
Form 10-K/A for the year ended December 31, 1999, as set forth in their report
dated February 11, 2000. Our Annual Report on Form 10-K/A for the year ended
December 31, 1999, which includes Ernst & Young LLP's report, is incorporated
by reference in this prospectus. We have incorporated those financial
statements and financial statement schedules by reference in this prospectus
in reliance on Ernst & Young LLP's report, given on their authority as experts
in accounting and auditing.
LEGAL MATTERS
Janice Oakes Schafer, our Assistant General Counsel, will pass upon the
validity of the shares of common stock issuable under the plan for SAFECO.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities registered under this registration
statement:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.................... $ 5,190
Printing costs......................................................... 12,000
Accounting fees and expenses........................................... 10,000
Legal fees and expenses................................................ 8,000
Blue Sky fees and expenses............................................. 5,000
Miscellaneous.......................................................... 3,810
-------
Total.................................................................. $44,000
=======
</TABLE>
All amounts estimated except for registration fees.
Item 15. Indemnification of Officers and Directors.
Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation
Act ("WBCA") authorize a court to award, or a corporation's board of directors
to grant, indemnification to directors and officers on terms sufficiently
broad to permit indemnification under certain circumstances for liabilities
arising under the Securities Act of 1933. Article XII of SAFECO's Bylaws
provides for indemnification of SAFECO's directors, officers, employees and
agents to the maximum extent permitted by Washington law.
Section 23B.08.320 of the WBCA authorizes a corporation to eliminate or limit
a director's personal liability to the corporation or its shareholders for
monetary damages for conduct as a director, except liability for (1) acts or
omissions involving intentional misconduct by a director or knowing violations
of law by a director, (2) distributions illegal under Washington law, or (3)
any transaction from which the director will personally receive a benefit in
money, property or services to which the director is not legally entitled.
Article VIII of SAFECO's Restated Articles of Incorporation contains
provisions implementing, to the fullest extent permitted by Washington law,
those limitations on a director's liability to SAFECO and its shareholders.
Officers and directors of SAFECO are covered by insurance (with certain
exceptions and limitations) that indemnifies them against losses and
liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements and certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
The above discussion of the WBCA and SAFECO's Bylaws and Articles of
Incorporation is not intended to be exhaustive and is qualified in its
entirety by reference to the WBCA, the Bylaws and the Articles of
Incorporation.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<C> <S>
2.1* Election Form
4.1* SAFECO Agency Stock Purchase Plan
5.1* Opinion of Janice Oakes Schafer, Assistant General Counsel, regarding
legality of the shares
23.1 Consent of Ernst & Young LLP
23.2* Consent of Janice Oakes Schafer (included in Exhibit 5.1)
24.1* Powers of Attorney
</TABLE>
--------
* Previously filed.
(b) Financial Statement Schedules
All schedules are omitted because they are inapplicable or the requested
information is shown in the financial statements of the registrant or
related notes thereto.
Item 17. Undertakings
The registrant hereby undertakes:
(a) 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 the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(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;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the SEC by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
(b) 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.
(c) 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
II-2
<PAGE>
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.
The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
(b) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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 or persons controlling the
registrant pursuant to the provisions set forth or described in Item 15 of
this registration statement, or otherwise, the registrant has been informed
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 the event that a claim for indemnification
against such liabilities (other than the payment by a registrant of expenses
incurred or paid by a director, officer or controlling person of such
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 Securities Act of 1933 and
will be governed by the final adjudication of such issue.
II-3
<PAGE>
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-3 and has duly caused this Amendment No. 1
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Seattle, State of Washington, on the
30th day of August, 2000.
SAFECO CORPORATION
/s/ Boh A. Dickey
By: _________________________________
Boh A. Dickey
President and Chief Operating
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities indicated below on the 30th day of August, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*Roger H. Eigsti Chairman and Chief Executive Officer (Principal
______________________________________ Executive Officer) and Director
Roger H. Eigsti
/s/ Boh A. Dickey President, Chief Operating Officer, Director
______________________________________
Boh A. Dickey
*Rod A. Pierson Senior Vice President, Chief Financial Officer
______________________________________ and Secretary (Principal Financial Officer)
Rod A. Pierson
*H. Paul Lowber Vice President and Controller (Principal
______________________________________ Accounting Officer)
H. Paul Lowber
*Phyllis J. Campbell Director
______________________________________
Phyllis J. Campbell
*Robert S. Cline Director
______________________________________
Robert S. Cline
*John W. Ellis Director
______________________________________
John W. Ellis
*William P. Gerberding Director
______________________________________
William P. Gerberding
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
*Joshua Green III Director
______________________________________
Joshua Green III
*William W. Krippaehne, Jr. Director
______________________________________
William W. Krippaehne, Jr.
*William G. Reed, Jr. Director
______________________________________
William G. Reed, Jr.
Director
______________________________________
Norman B. Rice
*Judith M. Runstad Director
______________________________________
Judith M. Runstad
*Paul W. Skinner Director
______________________________________
Paul W. Skinner
/s/ Boh A. Dickey
*By: _________________________________
Boh A. Dickey
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1* Election Form
4.1* SAFECO Agency Stock Purchase Plan
5.1* Opinion of Janice Oakes Schafer, Assistant General Counsel, regarding
legality of the shares
23.1 Consent of Ernst & Young LLP
23.2* Consent of Janice Oakes Schafer (included in Exhibit 5.1)
24.1* Powers of Attorney
</TABLE>
--------
* Previously filed
