<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ST. PAUL CAPITAL L.L.C.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 41-1806290
- ---------------------------------------- -------------------
(State of incorporation or organization) (IRS Employer)
Identification No.)
385 Washington Street, St. Paul, MN 55102
- ---------------------------------------- -------------------
(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General Instruction simultaneously with the effectiveness
A(c)(1) please check the following of a concurrent registration statement
box. / / under the Securities Act of 1933
pursuant to General Instruction
A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
___% Convertible Monthly New York Stock Exchange
Income Preferred Securities
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the ___% Convertible Monthly Income Preferred
Securities, liquidation preference $50 per security (the "Preferred
Securities"), of St. Paul Capital L.L.C. ("St. Paul Capital") is incorporated
herein by reference to the Registration Statement on Form S-3 (Registration
No.33-58491) (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "Commission") on April 7, 1995. The prospectus to be
filed by St. Paul Capital pursuant to Rule 424(b) of the Securities Act of 1933
subsequent to the date of this Registration Statement on Form 8-A and prior to
the termination of the offering of the Preferred Securities shall be deemed to
be incorporated by reference herein and to be a part hereof from the date such
prospectus is filed.
The form of Amended and Restated Limited Liability Company Agreement of St.
Paul Capital specifying the terms and provisions of the Preferred Securities,
which includes as Annex A thereto the form of Preferred Security, is
incorporated herein by reference. The foregoing description of the Preferred
Securities is qualified in its entirety by reference to such exhibit.
Item 2. EXHIBITS.
1. Certificate of Formation (incorporated by reference to Exhibit 2.1 to
the Registration Statement).
2. Form of Amended and Restated Limited Liability Company Agreement of
St. Paul Capital L.L.C. (incorporated by reference to Exhibit 2.2 to
the Registration Statement), which includes as Annex A thereto the
form of ___% Convertible Monthly Income Preferred Securities,
liquidation preference $50 per security.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ST. PAUL CAPITAL L.L.C.
(Registrant)
By: The St. Paul Companies, Inc.,
as Managing Member
By: /s/ Bruce A. Backberg
---------------------
Bruce A. Backberg
Vice President and
Corporate Secretary
Date: April 21, 1995
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
1. Certificate of Formation (incorporated by reference to
Exhibit 2.1 to the Registration Statement).
2. Form of Amended and Restated Limited Liability Company Agreement
of St. Paul Capital L.L.C. (incorporated by reference to
Exhibit 2.2 to the Registration Statement), which includes as
Annex A thereto the form of ___% Convertible Monthly Income
Preferred Securities, liquidation preference $50 per security.
