<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 11-K
X Annual Report Pursuant to Section 15(d) of the
--- Securities Exchange Act of 1934 (Fee Required)
or
Transition Report Pursuant to Section 15(d) of
--- the Securities Exchange Act of 1934 (no fee required)
for the transition period from to .
----------- -----------
For the fiscal year ended December 31, 1993
Commission file number 0-3021
-----------------------
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(Full title of the Plan and address of the Plan)
-------------------------
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(Name and address of principal executive
offices of the issuer of the securities)
--------------------------
<PAGE>
REQUIRED INFORMATION
--------------------
The St. Paul Companies, Inc. Savings Plus Plan (the "Plan") is
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and for purposes of
satisfying the requirements of Form 11-K has included for filing
herewith the Plan financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA.
Financial Statements and Schedules Page
- ---------------------------------- ----
Independent Auditors' Report. . . . . . . . . . . . . . . . . 3
Statements of Net Assets Available
for Plan Benefits. . . . . . . . . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets
Available for Plan Benefits. . . . . . . . . . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . 6-18
Schedule of Assets Held for Investment Purposes . . . . . . . 19
Schedule of Reportable Transactions . . . . . . . . . . . . . 20
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
Employee Benefit Plan Trust Committee
The St. Paul Companies, Inc. Savings Plus Plan:
We have audited the accompanying statements of net assets available
for plan benefits of The St. Paul Companies, Inc. Savings Plus Plan
(the Plan) as of December 31, 1993 and 1992, and the related
statements of changes in net assets available for plan benefits for
the years then ended. These financial statements are the
responsibility of the Plan administrator. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of The St. Paul Companies, Inc. Savings Plus Plan at
December 31, 1993 and 1992, and the changes in the net assets
available for plan benefits for the years then ended in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplementary
information included in Schedules 1 and 2 is presented for purposes
of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 and is not a required part of the basic
financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic financial
statements taken as a whole.
/s/ KPMG PEAT MARWICK
-----------------
KPMG PEAT MARWICK
Minneapolis, Minnesota
May 6, 1994
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
1993 1992
---- ----
Assets:
Investments:
Common stock of The St. Paul
Companies, Inc. $ 36,526,333 $ 34,337,842
Interest income contracts 99,883,068 111,748,680
Wellesley Income Fund 25,336,506 18,099,021
Mellon Stock Funds 24,555,500 21,324,203
Twentieth Century Ultra Fund 28,557,229 20,202,945
Participant loans 16,960,061 15,989,227
Short-term investments 16,013,143 590,673
----------- -----------
Total investments 247,831,840 222,292,591
Accrued dividends receivable 284,473 303,243
Other 3,512 -
----------- -----------
Total assets 248,119,825 222,595,834
----------- -----------
Liabilities:
Bank overdraft 663,634 831,742
Forfeitures payable 3,408 7,266
----------- -----------
Total liabilities 667,042 839,008
----------- -----------
Net assets available for plan benefits $247,452,783 $221,756,826
=========== ===========
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1993 and 1992
1993 1992
---- ----
Contributions:
Participating companies
(salary conversion) $ 17,725,722 $ 16,824,734
Investment income:
Interest 9,578,596 9,865,812
Dividends 3,463,662 3,022,584
Realized and unrealized investment
gains, net 12,806,292 3,821,331
----------- -----------
Total investment income 25,848,550 16,709,727
Transfers from other plans 7,509,982 1,175,848
----------- -----------
Total additions 51,084,254 34,710,309
----------- -----------
Retirement and termination distribution
benefits and withdrawals:
Paid to participants
in cash 24,109,162 10,294,458
Common stock distributed,
at market value 1,204,580 732,944
Forfeitures 74,555 88,744
----------- -----------
Total deductions 25,388,297 11,116,146
----------- -----------
Change in net assets available
for plan benefits 25,695,957 23,594,163
Net assets available for plan benefits:
Beginning of year 221,756,826 198,162,663
----------- -----------
End of year $247,452,783 $221,756,826
=========== ===========
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements
(1)Description of the Plan
-----------------------
(a) General Provisions
------------------
The St. Paul Companies, Inc. Savings Plus Plan (Plan) is
a defined contribution plan which provides retirement and
other benefits to eligible employees of participating
companies. The St. Paul Companies, Inc. (Company) and
its subsidiaries, St. Paul Fire and Marine Insurance
Company, The St. Paul Insurance Company of Illinois, St.
Paul Indemnity Insurance Company, The Swett & Crawford
Group Inc., Reinsurance Facilities Corporation, St. Paul
Reinsurance Management Corporation, Seaboard Surety
Company, Minet, Inc. and Intere Intermediaries, Inc. (as
of January 1, 1993) currently participate in the Plan.
The Company administers the Plan and is also the Trustee.
The following brief description of the Plan is provided
for general information purposes. Participants should
refer to the Plan document for more complete information.
(b) Participation, Vesting and Forfeitures
--------------------------------------
All employees of participating companies with one year of
service, as defined by the Plan, are eligible
to participate. Participants are 100% vested in
their contributions and related earnings. Participants
become vested in matching Company contributions at the
rate of 20% after two years of service, increasing 20% per year of
additional service and are 100% vested after six years of service.
Non-vested matching Company contributions are forfeited by
terminating participants. Forfeitures can be used to restore
accounts, pay Plan administrative expenses or offset matching
Company contributions or salary conversion contributions.
Upon termination of the Plan or change in control of the company,
participant account balances would vest in full.
(c) Contributions
-------------
Participants may elect to have their employer make salary
conversion (pre-tax) contributions to the Plan on their
behalf under Section 401(k) of the Internal Revenue Code.
Salary conversion contributions are currently limited to
10% of employees' annual base salary.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(1) Description of the Plan (continued)
-----------------------------------
(c) Contributions (continued)
-------------------------
Participating companies made matching contributions of 50
cents for every dollar of participant salary conversion
contributions up to 6% of their base salary until June
30, 1990. Beginning July 1, 1990 the matching
contributions to the Plan were replaced with
contributions to The St. Paul Companies, Inc. Savings
Plus Preferred Stock Ownership Plan of 60 cents for every
dollar of participant salary conversion contributions up
to 6% of salary.
(d) Investment Funds
----------------
The Plan currently calls for the maintenance of five
separate investment funds as described below:
Fund A - Company Stock Fund
------
To be invested in shares of common stock of The
St. Paul Companies, Inc., up to a maximum of 10%
of the Company's outstanding common stock.
Fund B - Balanced Investment Fund
------
To be invested in an investment fund which invests
in common stock, corporate and government fixed
income securities and cash equivalents.
The Plan trustee has selected the Wellesley Income
Fund, a mutual fund which is a member of The
Vanguard Group of Investment Companies, as the
underlying investment for Fund B.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(1) Description of the Plan (continued)
-----------------------------------
(d) Investment Funds (continued)
----------------------------
Fund C- Interest Income Fund
------
To be invested in deposit administration group
annuity contracts issued by banks or insurance
companies. The Plan trustee has selected
interest income contracts offered by various
companies as listed in Note 4.
Starting in 1994, new monies directed to this
fund and proceeds from maturing contracts
of this fund will all be invested in
the Fidelity Intermediate Bond Fund, a mutual
fund which invests in investment grade fixed income
obligations of three to ten year maturities.
Fund D- Diversified Equity Fund
------
To be invested in investment funds which invest
primarily in common stocks and cash equivalents.
The Plan trustee has selected the Mellon Stock
Funds, which invest in stock trusts managed by
Mellon Capital Management Corporation, a
subsidiary of Mellon Bank, as the underlying
investment for Fund D.
Fund E- Aggressive Equity Fund
------
To be invested in an investment fund which
invests in common stocks of companies that
commonly are considered emerging or high growth
corporations.
The Plan trustee has selected the Twentieth
Century Ultra Fund, a common stock mutual fund
of Twentieth Century Investors, Inc. as the
underlying investment for Fund E.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(1) Description of the Plan (continued)
-----------------------------------
(d) Investment Funds (continued)
----------------------------
Participants may elect to have their participating
company salary conversion contributions invested in these
funds in 5% multiples as they choose and may also
transfer their balances monthly within these funds.
Investment income is allocated monthly to participant
accounts on the basis of each participant's respective
share of the assets of each applicable fund.
(e) Distributions
-------------
Distribution of benefits from the Plan is made upon
retirement, permanent total disability, death or
employment termination. Distributions from Fund A may be
made either in shares of common stock of The St. Paul
Companies, Inc., cash or any combination thereof at the
discretion of the participant. Distributions are based
on a participant's share of the market value of the
assets in the applicable funds at the end of the month
when the distribution occurs. Benefits paid for 1993
were significantly higher than 1992 because of an early
retirement program offered by the Company.
Participants are permitted withdrawals from their share
of company matching and salary conversion contributions
for financial hardship reasons, as defined by the Plan.
(f) Participant Loans
-----------------
Participants may request to receive as a loan from the
Plan up to 50% of their vested account balance subject to
a minimum of $500 and a maximum of $50,000. Loans are
made at current prime interest rate plus 1/2% and must be
repaid by payroll deduction over a maximum period of five
years.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(1) Description of the Plan (continued)
-----------------------------------
(g) Tax Status
----------
The Internal Revenue Service has issued a determination
letter stating that the Plan qualifies under Section
401(a) of the Internal Revenue Code and that the trust
created thereunder is exempt from federal income taxes
under Section 501(a) of the Internal Revenue Code. Since
the receipt of the determination letter, certain Plan
amendments have been made. It is the opinion of the
Company that the Plan continues to qualify under Section
401(a) of the Internal Revenue Code.
Company matching contributions invested in the Plan and
salary conversion contributions invested in the Plan for
participants by their employers are not taxed to the
participant until received as a distribution from the
Plan. Any appreciation of shares of common stock of The
St. Paul Companies, Inc. distributed to a participant is
not taxed until the participant disposes of such shares.
Under certain circumstances a distribution may be subject
to excise taxes of 10% or 15% in addition to normal
income tax.
Plan loans to participants are generally not considered
taxable income.
Taxes on rollover transfers are deferred until the
rollover amounts are received as a distribution from the
Plan.
(h) Plan Termination
----------------
Although the Company expects to continue the Plan
indefinitely, it has reserved the right to
terminate the Plan at any time. Upon such termination,
the Plan administrator would direct the Plan trustee
to distribute participant account balances. Upon termination
of the Plan or change in control of the Company, participant
account balances would vest in full.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(2) Significant Accounting Policies
-------------------------------
The accompanying Plan financial statements are presented
on an accrual basis.
The investment in common stock of The St. Paul Companies,
Inc. and in shares or units of investment funds are
carried at market value, based on published market
quotations. Realized gains or losses on sales of these
investments and the change in unrealized appreciation or
depreciation in market value of these investments are
presented in total in the statements of changes in net
assets available for plan benefits. The average cost
method is used to determine cost of shares sold or
distributed. Purchases and sales of investments are
recorded on a trade date basis.
The investment in interest income contracts is carried at
the contract value of contributions made plus interest at
the contract rate less withdrawals for benefits paid.
Participant loans are carried at unpaid principal amounts
plus accrued interest.
Short-term investments are carried at amortized cost
which approximates market value.
Interest and dividends on investments, contributions and
benefits payable are recorded on the accrual basis.
A portion of administrative expenses of the Plan,
including trustee, audit and investment fees, is paid by
the Company and not reflected in the accompanying
financial statements. Plan administrative expenses paid
by the Plan are paid out of forfeitures and are shown as
such in the accompanying statements of changes in net
assets available for plan benefits. Plan forfeitures not
used to pay administrative expenses but used to offset
company matching contributions or salary conversion
contributions are also shown as forfeitures.
Certain amounts in the 1992 financial statements have
been reclassified to conform to the 1993 presentation.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(3) Investment in Common Stock of The St. Paul Companies, Inc.
---------------------------------------------------------
Information regarding the Plan's investment in common
stock of The St. Paul Companies, Inc. follows:
December 31,
-----------------------
1993 1992
---- ----
Number of shares owned 406,390 445,946
Percent of total shares
outstanding 1% 1%
Market value per share $ 89.88 $ 77.00
Average cost per share 30.79 29.67
Total cost of shares owned $12,514,592 $13,230,473
Unrealized appreciation 24,011,741 21,107,369
---------- ----------
Total market value of shares
owned $36,526,333 $34,337,842
========== ==========
Dividend income for the
year $ 1,128,234 $ 1,208,820
========== ==========
(4) Investment in Interest Income Contracts
---------------------------------------
Information regarding the Plan's investment in interest
income contracts follows:
December 31,
------------------------
Company Contract Terms 1993 1992
------- -------------- ---- ----
John Hancock - Deposit of first half
Life Insurance 1993 cash flow and 50%
of first half 1993
contract payments
- Initial annual interest
rate of 6.74% and reset
every six months
- Repayment on
June 30, 1997 $10,705,385 -
Protective Life - Deposit 50% of first
Insurance half 1993 contract
payments
- 6.48% annual interest
rate
- Repayment on
December 31, 1996 9,499,141 -
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(4) Investment in Interest Income Contracts (continued)
---------------------------------------------------
December 31,
------------------
Company Contract Terms 1993 1992
------- -------------- ---- ----
Provident Life - Deposit second half
and Accident 1993 cash flow and
Insurance contract payments
- 5.72% annual
interest rate
- Repayment on
December 31, 1997 10,802,640 -
New York Life - Deposit of 1992
Insurance contract payments
and 1992 net cash flow
- 6.4% annual interest
rate
- Repayment of 50% on
December 31, 1995 and
balance on June 30,
1996 22,836,285 22,361,854
Prudential Life - Deposit of 50% of
Insurance 1991 contract
payments and 1991
net cash flow to a
maximum of $15,500,000
(excluding interest)
- 8.35% annual interest
rate
- Repayment of 50%
on June 30, 1994
and balance on
June 30, 1995 18,507,414 17,798,834
Metropolitan - Deposit of 50% of
Life Insurance 1991 contract
payments
- 8.20% annual
interest rate
- Repayment on
December 31, 1993 - 15,387,821
Seafirst - Deposit of 1989
National Bank net cash flow
- 9.76% annual
interest rate
- Repayment of 50%
on December 31, 1991
and balance on
December 31, 1992 - 18,589,516
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(4) Investment in Interest Income Contracts (continued)
---------------------------------------------------
December 31,
-----------------------
Company Contract Terms 1993 1992
------- -------------- ---- ----
Northwestern - Deposit of 1990
National Life contract payments
Insurance - 8.6% annual
interest rate
- Repayment of 50%
on June 30, 1993
and balance on
June 30, 1994 11,673,981 22,400,551
Allstate Life - Deposit of 1990
Insurance net cash flow
- 8.62% annual
interest rate
- Repayment on
December 31, 1994 15,858,222 15,210,104
----------- -----------
Total contract balance $99,883,068 $111,748,680
=========== ===========
Interest income for the year $ 8,309,736 $ 8,556,648
=========== ===========
On December 31, 1993 the Plan temporarily invested $14,500,000 of the
maturity payment from the Metropolitan Life contract in
short-term investments.
The Plan trustee subsequently selected the Fidelity Intermediate Bond
Fund for investment of the above short-term investment and all
future interest income fund contract maturities and cash flow.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(5) Investment in Wellesley Income Fund
-----------------------------------
Information regarding the Plan's investment in shares of
the Wellesley Income Fund follows:
December 31,
----------------------
1993 1992
---- ----
Number of shares owned 1,316,866 996,642
Market value per share $ 19.24 $ 18.16
Average cost per share 17.29 16.56
Total cost of shares owned $22,770,477 $ 16,506,213
Unrealized appreciation 2,566,029 1,592,808
---------- ----------
Total market value of
shares owned $25,336,506 $ 18,099,021
========== ==========
Dividend income for the year $ 1,786,389 $ 1,302,775
========== ==========
(6) Investment in Mellon Stock Funds
--------------------------------
Information regarding the Plan's investment in units of
the Mellon Stock Funds follows:
December 31,
-----------------------
1993 1992
---- ----
Stock Index Fund
Number of units owned 41,434 40,758
Market value per unit $ 408.14 $ 371.06
Average cost per unit 323.70 306.77
Cost of units owned $13,412,200 $12,503,382
Unrealized appreciation 3,498,623 2,620,343
---------- ----------
Market value of units owned $16,910,823 $15,123,725
---------- ----------
Completion Index Fund
Number of units owned 21,370 19,730
Market value per unit $ 357.73 $ 314.27
Average cost per unit 257.68 246.25
Cost of units owned $ 5,506,568 $ 4,858,601
Unrealized appreciation 2,138,109 1,341,877
---------- ----------
Market value of units owned 7,644,677 6,200,478
---------- ----------
Total market value of
units owned $24,555,500 $21,324,203
========== ==========
Dividend income for the year $ 549,039 $ 510,989
========== ==========
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(7) Investment in Twentieth Century Ultra Fund
------------------------------------------
Information regarding the Plan's investment in shares of
the Twentieth Century Ultra Fund follows:
December 31,
------------------------
1993 1992
---- ----
Number of shares owned 1,335,074 1,150,509
Market value per share $ 21.39 $ 17.56
Average cost per share 17.39 17.02
Total cost of shares owned $23,201,152 $19,578,152
Unrealized appreciation 5,356,077 624,793
---------- ----------
Total market value of
shares owned $28,557,229 $20,202,945
========== ==========
(8) Realized and unrealized investment gains
----------------------------------------
The Plan's net realized and unrealized gains from
investments owned, purchased or sold during the years indicated are
summarized as follows:
Investment 1993 1992
--------------------- ---- ----
Common stock of The St.
Paul Companies, Inc. $ 5,195,602 $1,867,364
Wellesley Income Fund 1,030,095 124,117
Mellon Stock Fund 1,849,311 1,219,752
Twentieth Century Ultra Fund 4,731,284 610,098
---------- ----------
Total $12,806,292 $3,821,331
========== ==========
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(9) Transfers from Other Plans
--------------------------
The Plan allows for rollover transfers to be
made to the Plan by employees of participating
companies. These rollover transfers are lump-
sum distributions from other tax-qualified
plans of previous employers which participants
elect to have invested in the Plan within sixty
days of receipt.
The Plan also allows for annual diversification
transfers to be made to the Plan by certain
participants of The St. Paul Companies, Inc.
Employee Stock Ownership Plan (ESOP). These
diversification transfers are cash amounts
which ESOP participants elect to have invested
in the Plan rather than receive as
diversification distributions.
In 1993, the Plan received the assets of the
Intere Intermediaries, Inc. Savings Plan which
were transferred into the Plan. Participants
of this plan became participants of the Plan
effective January 1, 1993.
The following is a summary of these transfers to
the Plan in 1993 and 1992:
1993 1992
---- ----
Rollover transfers $2,022,789 $1,051,391
ESOP diversification transfers 114,311 124,457
Intere Intermediaries, Inc. plan
transfer 5,372,882 -
--------- ---------
Total transfers from other plans $7,509,982 $1,175,848
========= =========
(10) Benefits Payable
----------------
At December 31, 1993 and 1992, benefits payable
to plan participants, which will be deducted
from net assets available for plan benefits
when paid, were $766,000 and $13,976,000,
respectively. During the fourth quarter of
1992, the Company offered a voluntary early
retirement incentive, enabling certain eligible
employees to elect early retirement. Benefits
payable to these early retirees are included in
the 1992 payable amount.
The accompanying financial statements for 1993
and 1992 differ from Form 5500, as filed with
the Internal Revenue Service, as follows:
1993 1992
---- ----
Net assets available for plan
benefits per accompanying
financial statements $247,452,783 $221,756,826
Benefits payable (766,000) (13,976,000)
----------- -----------
Net assets per Form 5500 $246,686,783 $207,780,826
=========== ===========
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
(11) Subsequent Events
-----------------
1. Effective as of March 1, 1994, the Company appointed
State Street Bank and Trust Company as Plan trustee.
2. Effective as of April 1, 1994, the Plan began daily
transaction processing and valuation of participant
accounts and began providing a new investment fund,
Fidelity International Growth and Income Fund.
3. The Company's Restated Articles of Incorporation were
amended by vote of the shareholders at the
1994 Annual Meeting of shareholders to
increase the authorized common shares of the Company from 120
million to 240 million. Subsequent to this action, the
Board of Directors approved a 2-for-1 stock split,
which will result in the issuance of one
additional share of common stock for each
outstanding share to shareholders of record on
May 17, 1994. It is expected that the additional
shares will be issued on June 6, 1994.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Schedule 1
----------
Item 27a-Schedule of Assets Held for Investment Purposes
Investments at End of Plan Year
December 31, 1993
Current
Identity of Issue Description of Investment Cost Value**
- --------------------------- ------------------------- --------- ------------
*The St. Paul Companies, Inc. Common stock, no par $ 12,514,592 $ 36,526,333
value, 406,390 shares
Interest income contracts:
New York Life Insurance 6.4%, due (50%) 12/31/95 22,836,285 22,836,285
& 6/30/96
Prudential Life Insurance 8.35%, due (50%) 6/30/94 18,507,414 18,507,414
& 6/30/95
Northwestern National Life 8.6%, due 6/30/94 11,673,981 11,673,981
Allstate Life Insurance 8.62%, due 12/31/94 15,858,222 15,858,222
John Hancock Life Insurance 6.74% reset semi- 10,705,385 10,705,385
annually, due 6/30/97
Protective Life Insurance 6.48%, due 12/31/96 9,499,141 9,499,141
Provident Life and
Accident Insurance 5.72%, due 12/31/97 10,802,640 10,802,640
----------- -----------
99,883,068 99,883,068
----------- -----------
Wellesley Income Fund 1,316,866 mutual
fund shares 22,770,477 25,336,506
Mellon Stock Funds:
Stock Index Fund 41,434 stock fund units 13,412,200 16,910,823
Completion Index Fund 21,370 stock fund units 5,506,568 7,644,677
----------- -----------
18,918,768 24,555,500
----------- -----------
Twentieth Century Ultra Fund 1,335,074 mutual
fund shares 23,201,152 28,557,229
Participant loans Prime plus 1/2%, maximum 16,960,061 16,960,061
5 years
Short-term investments:
*St. Paul Short-Term Pool 3.35%, due on demand 1,511,835 1,511,835
State Street Bank & Trust
Fund 3.11%, due on demand 14,501,308 14,501,308
----------- -----------
16,013,143 16,013,143
----------- -----------
Total investments $210,261,261 $247,831,840
=========== ===========
*Party-in-interest
**For ERISA reporting purposes current value is equal to market
value, except for interest income contracts, which are equal
to contributions made plus accrued interest at the contract rate
less withdrawals for benefits paid and participant
loans, which are equal to unpaid principal plus accrued
interest.
See accompanying independent auditors' report.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Schedule 2
----------
Item 27d-Schedule of Reportable Transactions*
Year Ended December 31, 1993
Identity of Party Current Value
Involved/ of the Asset
Description Purchase Selling Cost of on Transaction Net Gain
of Asset Price Price the Asset** Date or (Loss)
- ----------------- -------- -------- ------------ ------------ ---------
Seafirst National Bank/
Interest income contract:
Withdrawals $ 18,603,844 18,603,844 18,603,844 -
John Hancock Life Insurance/
Interest income contract:
Deposits 15,583,000 15,583,000 15,583,000
Withdrawals 5,583,000 5,583,000 5,583,000 -
Provident Life Insurance/
Interest income contract:
Deposits 11,550,000 11,550,000 11,550,000
Withdrawals 1,050,000 1,050,000 1,050,000 -
Metropolitan Life Insurance/
Interest income contract:
Withdrawals 16,607,613 16,607,613 16,607,613 -
Northwestern National Life/
Interest income contract:
Withdrawals 12,115,891 12,115,891 12,115,891 -
State Street Bank and Trust Company/
Short-term investment:
Deposits 14,500,000 14,500,000 14,500,000
*No expense incurred with transactions
**For ERISA reporting purposes cost is equal to the market value as
of the beginning of the year, except for interest income contracts,
which are equal to contributions made plus accrued interest at the
contract rate less withdrawals for benefits paid. For assets purchased
and sold during the year the cost is equal to the purchase price.
See accompanying independent auditors' report.
<PAGE>
SIGNATURE
---------
The Plan. Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
June 16, 1994 THE ST. PAUL COMPANIES, INC.
SAVINGS PLUS PLAN
(The Plan)
By /s/ Bruce A. Backberg
--------------------------
Bruce A. Backberg
Associate General Counsel and
Corporate Secretary of the
Issuer, Member of the Trust
Committee for The St. Paul
Companies, Inc. Savings Plus
Plan
