<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, 1994
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
Statement of Changes in Net Assets
Available for Plan Benefits . . . . . . . . . . . 5-8
Notes to Financial Statements . . . . . . . . . . . 9-20
Schedule of Assets Held for Investment Purposes . . 21
Schedule of Reportable Transactions . . . . . . . . 22
<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, 1994 and
1993, and the related statements of changes in net assets
available for plan benefits with fund information 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, 1994 and 1993, 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 made for the purpose of forming an opinion on
the financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The fund information in the statement
of changes in net assets available for plan benefits is presented
for purposes of additional analysis rather than to present the
changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ KPMG PEAT MARWICK LLP
---------------------
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
May 6, 1995
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
1994 1993
------------ ------------
Assets:
Investments:
Common stock of The St.Paul
Companies, Inc. $ 41,213,586 $ 36,526,333
Interest income contracts 66,987,665 99,883,068
Fidelity Intermediate Bond Fund 43,353,036 -
Wellesley Income Fund 26,660,218 25,336,506
Mellon Stock Funds 26,893,791 24,555,500
Twentieth Century Ultra Fund 33,691,767 28,557,229
Fidelity International Growth Fund 2,252,211 -
Participant loans 18,596,626 16,960,061
Short-term investments 2,262,300 16,013,143
------------ ------------
Total investments 261,911,200 247,831,840
Receivables:
Company contributions 1,169,000 -
Accrued dividends 345,628 284,473
Other - 3,512
------------ ------------
Total assets 263,425,828 248,119,825
------------ ------------
Liabilities:
Bank overdraft 810,532 663,634
Forfeitures and other 46,386 3,408
------------ ------------
Total liabilities 856,918 667,042
------------ ------------
Net assets available for plan benefits $262,568,910 $247,452,783
============ ============
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
Year ended December 31, 1994
<TABLE>
<CAPTION>
Participant
<S> Fund A Fund B Fund C Fund D Fund E Fund F Loans
--------- --------- --------- --------- --------- --------- -----------
Contributions:
Participating companies <C> <C> <C> <C> <C> <C> <C>
(salary conversion) $3,245,715 3,384,049 5,308,322 3,068,427 5,554,016 176,892 -
Company supplemental match - - - - - - -
--------- --------- --------- --------- --------- --------- -----------
3,245,715 3,384,049 5,308,322 3,068,427 5,554,016 176,892 -
--------- --------- --------- --------- --------- --------- -----------
Investment income:
Interest - - 6,304,263 - - - 1,222,765
Dividends 1,340,576 1,925,549 1,274,386 721,204 1,045,280 66,167 -
Realized and unrealized
investment gains (losses), net 325,702 (3,081,451) (1,531,981) (377,963) (2,126,875) (116,431) -
--------- --------- --------- --------- --------- --------- -----------
Total investment income 1,666,278 (1,155,902) 6,046,668 343,241 (1,081,595) (50,264) 1,222,765
Transfers from other plans 1,037,801 893,899 769,519 1,139,314 1,588,272 244,921 -
--------- --------- --------- --------- --------- --------- -----------
Total additions 5,949,794 3,122,046 12,124,509 4,550,982 6,060,693 371,549 1,222,765
--------- --------- --------- --------- --------- --------- -----------
Retirement and termination
distribution benefits and
withdrawals:
Paid to participants in cash 2,410,760 1,679,286 10,579,065 1,371,037 1,890,973 29,208 1,122,147
Common stock distributed,
at market value 434,822 - - - - - -
Forfeitures - - - - - - -
--------- --------- --------- --------- --------- --------- -----------
Total deductions 2,845,582 1,679,286 10,579,065 1,371,037 1,890,973 29,208 1,122,147
--------- --------- --------- --------- --------- --------- -----------
Net increase prior to
interfund transfers 3,104,212 1,442,760 1,545,444 3,179,945 4,169,720 342,341 100,618
Interfund transfers 1,583,041 (119,048) 8,912,189 (841,654) 964,818 1,909,870 1,535,947
--------- --------- --------- --------- --------- --------- -----------
Net increase (decrease) 4,687,253 1,323,712 10,457,633 2,338,291 5,134,538 2,252,211 1,636,565
Net assets available for plan
benefits:
Beginning of year 36,526,333 25,336,506 99,883,068 24,555,500 28,557,229 - 16,960,061
---------- ---------- ----------- ---------- ---------- --------- -----------
End of year $41,213,586 26,660,218 110,340,701 26,893,791 33,691,767 2,252,211 18,596,626
========== ========== =========== ========== ========== ========= ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
Year Ended December 31, 1994
<TABLE>
<CAPTION>
<S>
Short-term Other
Investments Unallocated Total
----------- ----------- ------------
Contributions:
Participating companies <C> <C> <C>
(salary conversion) $ - - 20,737,421
Company supplemental match - 1,169,000 1,169,000
----------- ----------- ------------
- 1,169,000 21,906,421
----------- ----------- ------------
Investment income:
Interest 72,630 - 7,599,658
Dividends - - 6,373,162
Realized and unrealized
investment gains (losses), net - - (6,908,999)
----------- ----------- ------------
Total investment income 72,630 - 7,063,821
Transfers from other plans - - 5,673,726
----------- ----------- ------------
Total additions 72,630 1,169,000 34,643,968
----------- ----------- ------------
Retirement and termination
distribution benefits and
withdrawals:
Paid to participants in cash - - 19,082,476
Common stock distributed,
at market value - - 434,822
Forfeitures - 10,543 10,543
----------- ----------- ------------
Total deductions - 10,543 19,527,841
----------- ----------- ------------
Net increase prior to
interfund transfers 72,630 1,158,457 15,116,127
Interfund transfers (13,823,473) (121,690) -
----------- ----------- ------------
Net increase (decrease) (13,750,843) 1,036,767 15,116,127
Net assets available for plan
benefits:
Beginning of year 16,013,143 (379,057) 247,452,783
----------- ----------- ------------
End of year 2,262,300 657,710 262,568,910
=========== =========== ============
</TABLE>
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
Year Ended December 31, 1993
<TABLE>
<CAPTION>
Participant Short-term
<S> Fund A Fund B Fund C Fund D Fund E Loans Investments
--------- --------- --------- --------- --------- ----------- -----------
Contributions:
Participating companies <C> <C> <C> <C> <C> <C> <C>
(salary conversion) $2,240,961 2,414,149 7,357,640 2,533,727 3,179,245 - -
Company supplemental match - - - - - - -
--------- --------- --------- --------- --------- ----------- -----------
2,240,961 2,414,149 7,357,640 2,533,727 3,179,245 - -
--------- --------- --------- --------- --------- ----------- -----------
Investment income:
Interest - - 8,309,735 - - 1,221,100 47,761
Dividends 1,128,234 1,786,389 - 549,039 - - -
Realized and unrealized
investment gains (losses), net 5,195,602 1,030,095 - 1,849,311 4,731,284 - -
--------- --------- --------- --------- --------- ----------- -----------
Total investment income 6,323,836 2,816,484 8,309,735 2,398,350 4,731,284 1,221,100 47,761
Transfers from other plans 122,327 467,561 6,191,897 441,765 286,432 - -
--------- --------- --------- --------- --------- ----------- -----------
Total additions 8,687,124 5,698,194 21,859,272 5,373,842 8,196,961 1,221,100 47,761
--------- --------- --------- --------- --------- ----------- -----------
Retirement and termination
distribution benefits and
withdrawals:
Paid to participants in cash 3,545,889 2,074,597 13,477,432 2,210,395 1,745,684 1,055,165 -
Common stock distributed,
at market value 1,204,580 - - - - - -
Forfeitures - - - - - - -
--------- --------- --------- --------- --------- ----------- -----------
Total deductions 4,750,469 2,074,597 13,477,432 2,210,395 1,745,684 1,055,165 -
--------- --------- --------- --------- --------- ----------- -----------
Net increase (decrease) prior to
interfund transfers 3,936,655 3,623,597 8,381,840 3,163,447 6,451,277 165,935 47,761
Interfund transfers (1,748,164) 3,613,888 (20,247,452) 67,850 1,903,007 804,899 15,374,709
--------- ---------- ----------- --------- --------- ----------- -----------
Net increase (decrease) 2,188,491 7,237,485 (11,865,612) 3,231,297 8,354,284 970,834 15,422,470
Net assets available for plan
benefits:
Beginning of year 34,337,842 18,099,021 111,748,680 21,324,203 20,202,945 15,989,227 590,673
---------- ---------- ---------- ---------- ---------- ----------- -----------
End of year $36,526,333 25,336,506 99,883,068 24,555,500 28,557,229 16,960,061 16,013,143
========== ========== ========== ========== ========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statement of Changes in Net Assets Available for Plan Benefits With Fund
Information
Year Ended December 31, 1993
Other
Unallocated Total
----------- -----------
Contributions:
Participating companies
(salary conversion) $ - 17,725,722
Company supplemental match - -
----------- -----------
- 17,725,722
Investment income:
Interest - 9,578,596
Dividends - 3,463,662
Realized and unrealized
investment gains (losses), net - 12,806,292
----------- -----------
Total investment income - 25,848,550
Transfers from other plans - 7,509,982
----------- -----------
Total additions - 51,084,254
----------- -----------
Retirement and termination
distribution benefits and
withdrawals:
Paid to participants in cash - 24,109,162
Common stock distributed, at
market value - 1,204,580
Forfeitures 74,555 74,555
----------- -----------
Total deductions 74,555 25,388,297
----------- -----------
Net increase (decrease) prior to
interfund transfers (74,555) 25,695,957
Interfund transfers 231,263 -
----------- -----------
Net increase (decrease) 156,708 25,695,957
Net assets available for plan
benefits:
Beginning of year (535,765) 221,756,826
----------- -----------
End of year $ (379,057) 247,452,783
=========== ===========
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements
Note 1 Description of the Plan
General Provisions
------------------
The St. Paul Companies, Inc. Savings Plus Plan (the Plan) is
a defined contribution plan which provides retirement and
other benefits to eligible employees of participating
companies. The St. Paul Companies, Inc. (the 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, Tailored Awards,
Inc., St. Paul Reinsurance Management Corporation, Seaboard
Surety Company, Minet, Inc., Intere Intermediaries, Inc. and
Economy Fire & Casualty Company (as of Jan. 1, 1994)
currently participate in the Plan. The Company is the Plan
administrator and was also the trustee until March 1, 1994,
when it appointed State Street Bank and Trust Company as
Plan 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.
Participation, Vesting and Forfeitures
--------------------------------------
All employees of participating companies, as defined by the
Plan, are eligible to participate on the Jan. 1 or July 1
following their employment date. 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.
Contributions
-------------
Participants 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
Note 1 Description of the Plan (continued)
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.
Effective Jan. 1, 1994, employees of Economy Fire & Casualty
Company who do not participate in the Company's stock
ownership plan are eligible for a Company supplemental match
contribution of $1.00 for every dollar of salary conversion
contributions up to 6% of salary. The supplemental match
contribution is made to the Plan annually after Dec. 31, for
those participants employed on that date.
Investment Funds
----------------
The Plan currently calls for the maintenance of six 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 Fund
------
To be invested in an investment fund which invests
in common stock, corporate and government fixed
income securities and cash equivalents.
The Plan administrator 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 the Balanced Fund.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 1 Description of the Plan (continued)
Investment Funds (continued)
----------------------------
Fund C - Income Fund
------
Prior to 1994, the Income Fund invested in deposit
administration group annuity contracts issued by banks
or insurance companies. The Plan administrator has
selected interest income contracts offered by various
companies as listed in Note 4.
Starting in 1994, the Plan administrator decided
that new monies invested in the Income 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
managed by Fidelity Management and Research, Inc.
Fund D - Diversified Fund
-----
To be invested in investment funds which invest
primarily in common stocks and cash equivalents.
The Plan administrator 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 the Diversified
Fund.
Fund E - Aggressive 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 administrator has selected the Twentieth
Century Ultra Fund, a common stock mutual fund of
Twentieth Century Investors, Inc. as the underlying
investment for the Aggressive Fund.
Fund F - International Fund
------
To be invested in an investment fund which
invests in common stocks and fixed income
securities of foreign companies.
The Plan administrator has selected the
Fidelity International Growth and Income Fund,
an international mutual fund managed by Fidelity
Management and Research, Inc. The
International Fund was first available in the
Plan effective April 1, 1994.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 1 Description of the Plan (continued)
Participants may elect to have their participating Company
salary conversion and Company supplemental match
contributions invested in these funds in 5% multiples as
they choose and may also transfer their balances daily,
effective April 1, 1994, within these funds.
Investment income is allocated daily to participant accounts
on the basis of each participant's respective share of the
assets of each applicable fund.
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 when the distribution occurs.
Participants are permitted withdrawals from their share of
Company match and salary conversion contributions for
financial hardship reasons, as defined by the Plan.
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
Note 1 Description of the Plan (continued)
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 match 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.
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.
Note 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.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 2 Significant Accounting Policies (continued)
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.
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 1993 financial statements have been
reclassified to conform to the 1994 presentation.
Note 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,
----------------------------
1994 1993
----------- -----------
Number of shares owned 920,974 812,780*
Percent of total shares
outstanding 1% 1%
Market value per share $ 44.75 $ 44.94*
Average cost per share 19.56 15.40*
Total cost of shares
owned $18,010,231 $12,514,592
Unrealized appreciation 23,203,355 24,011,741
----------- -----------
Total market value
of shares owned $41,213,586 $36,526,333
=========== ===========
Dividend income for
the year $ 1,340,576 $ 1,128,234
=========== ===========
* Reflects the June 6, 1994 2-for-1 stock split.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 4 Investment in Interest Income Contracts
Information regarding the Plan's investment in interest
income contracts follows. The average annual yield on the
interest income contracts was 7.07% in 1994 and 7.58% in
1993:
December 31,
---------------------------
Company Contract Terms 1994 1993
---------------- ------------------ ----------- -----------
John Hancock -Deposit of first
Life Insurance half 1993 cash flow
and 50% of first
half 1993 contract
payments
-5.74% annual
interest rate
-Repayment on
June 30, 1997 $11,330,493 $10,705,385
Protective Life -Deposit 50% of
Insurance first half 1993
contract payments
-6.48% annual
interest rate
-Repayment on
Dec. 31, 1996 10,114,685 9,499,141
Provident Life -Deposit second
and Accident half 1993 cash
Insurance flow and contract
payments
-5.72% annual
interest rate
-Repayment on
Dec. 31, 1997 11,418,860 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 Dec. 31, 1995
and balance on
June 30, 1996 24,297,807 22,836,285
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, Continued
Note 4 Investment in Interest Income Contracts (continued)
December 31,
--------------------------
Company Contract Terms 1994 1993
---------------- ------------------ ----------- -----------
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 9,825,820 18,507,414
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
Allstate Life -Deposit of 1990
Insurance net cash flow
-8.62% annual
interest rate
-Repayment on
Dec. 31, 1994 - 15,858,222
----------- -----------
Total contract balance $66,987,665 $99,883,068
----------- -----------
Interest income for the year $ 6,304,263 $ 8,309,735
=========== ===========
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 5 Investment in Fidelity Intermediate Bond Fund
Information regarding the Plan's investment in shares of the
Fidelity Intermediate Bond Fund follows:
December 31,
------------------------
1994 1993
----------- -------
Number of shares owned 4,410,278 -
Market value per share $ 9.83 -
Average cost per share 10.02 -
Total cost of shares
owned $44,189,252 -
Unrealized depreciation (836,216) -
----------- -------
Total market value of
shares owned $43,353,036 -
=========== =======
Dividend income for the
year $ 1,274,386 -
=========== =======
On December 31, 1993 the Plan invested $14,500,000 from
maturing interest income contracts in short-term investments
and in early 1994 reinvested these funds in the Fidelity
Intermediate Bond Fund.
Note 6 Investment in Wellesley Income Fund
Information regarding the Plan's investment in shares of the
Wellesley Income Fund follows:
December 31,
-----------------------------
1994 1993
----------- -----------
Number of shares owned 1,563,649 1,316,866
Market value per share $ 17.05 $ 19.24
Average cost per share 17.42 17.29
Total cost of shares
owned $27,244,583 $22,770,477
Unrealized (depreciation)
appreciation (584,365) 2,566,029
----------- -----------
Total market value of
shares owned $26,660,218 $25,336,506
=========== ===========
Dividend income for
the year $ 1,925,549 $ 1,786,389
=========== ===========
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 7 Investment in Mellon Stock Funds
Information regarding the Plan's investment in units of the
Mellon Stock Funds follows:
December 31,
---------------------------
1994 1993
----------- -----------
Daily Opening Stock Index Fund
Number of units owned 237,221 -
Market value per unit $ 113.37 -
Average cost per unit 115.76 -
Cost of units owned $27,460,942 -
Unrealized depreciation (567,151) -
------------ ----------
Market value of units owned $26,893,791 -
----------- -----------
Stock Index Fund
Number of units owned - 41,434
Market value per unit - $ 408.14
Average cost per unit - 323.70
Cost of units owned - $13,412,200
Unrealized appreciation - 3,498,623
----------- -----------
Market value of units owned - $16,910,823
----------- -----------
Completion Index Fund
Number of units owned - 21,370
Market value per unit - $ 357.73
Average cost per unit - 257.68
Cost of units owned - $ 5,506,568
Unrealized appreciation - 2,138,109
----------- -----------
Market value of units owned - 7,644,677
----------- -----------
Total market value of units
owned $26,893,791 $24,555,500
=========== ===========
Dividend income for the year $ 721,204 $ 549,039
=========== ===========
During the first quarter of 1994, the investments in the
Mellon Stock Index and Completion Index Funds were reinvested
in the Daily Opening Stock Index Fund to facilitate the
Plan's daily valuation of participant accounts.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 8 Investment in Twentieth Century Ultra Fund
Information regarding the Plan's investment in shares of the
Twentieth Century Ultra Fund follows:
December 31,
---------------------------
1994 1993
----------- -----------
Number of shares owned 1,688,810 1,335,074
Market value per share $ 19.95 $ 21.39
Average cost per share 18.21 17.39
Total cost of shares owned $30,755,962 $23,201,152
Unrealized appreciation 2,935,805 5,356,077
----------- -----------
Total market value of shares
owned $33,691,767 $28,557,229
=========== ===========
Dividend income for the year $ 1,045,280 $ -
=========== ===========
Note 9 Investment in Fidelity International Growth and Income Fund
Information regarding the Plan's investment in shares of the
Fidelity International Growth and Income Fund follows:
December 31,
----------------------
1994 1993
---------- ------
Number of shares owned 136,250 -
Market value per share $ 16.53 -
Average cost per share 17.38 -
Total cost of shares owned $2,367,920 -
Unrealized depreciation (115,709) -
---------- -------
Total market value of shares
owned $2,252,211 -
========== =======
Dividend income for the year $ 66,167 -
========== =======
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
Note 10 Realized and unrealized investment gains (losses)
The Plan's net realized and unrealized gains (losses) from investments
owned, purchased or sold during the years indicated are summarized by
investment as follows:
Investment 1994 1993
----------------------------- ------------ -----------
Common stock of The St. Paul
Companies, Inc. $ 325,702 $ 5,195,602
Wellesley Income Fund (3,081,451) 1,030,095
Mellon Stock Fund (377,963) 1,849,311
Twentieth Century Ultra Fund (2,126,875) 4,731,284
Fidelity Bond Fund (1,531,981) -
Fidelity International Fund (116,431) -
----------- -----------
Total $(6,908,999) $12,806,292
=========== ===========
Note 11 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 Jan. 1, 1993.
The following is a summary of these transfers to the Plan in 1994 and
1993:
1994 1993
---------- ----------
Rollover transfers $5,492,568 $2,022,789
ESOP diversification transfers 181,158 114,311
Intere Intermediaries, Inc.
plan transfer - 5,372,882
---------- ----------
Total transfers from other
plans $5,673,726 $7,509,982
========== ==========
Note 12 Party-in-Interest Transactions
Transactions resulting in Plan assets being transferred to or used by
a related party are prohibited under the Pension Reform Act (the Act)
unless a specific exemption applied. State Street Bank and Trust
Company (State Street), is a party-in-interest as defined by the Act
as a result of being trustee of the Plan. State Street is investing
plan assets in its short-term investment fund. The Plan also engages
in transactions involving the acquisition or disposition of units of
participation in common stock and the short-term pool of The St. Paul
Companies, Inc., a party-in-interest with respect to the Plan. These
transactions are covered by an exemption from the "prohibited trans-
actions" provisions of ERISA and the Internal Revenue Code.
<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, 1994
Description of Current
Identity of Issue Investment Cost Value**
- ------------------------ --------------------- ------------ ------------
*The St. Paul Companies, Common stock, no par
Inc. value, 920,974
shares $ 18,010,231 $ 41,213,586
Interest income contracts:
New York Life Insurance 6.40%, due (50%)
12/31/95 & 6/30/96 24,297,807 24,297,807
Prudential Life Insurance 8.35%, due 6/30/95 9,825,820 9,825,820
John Hancock Life
Insurance 5.74%, due 6/30/97 11,330,493 11,330,493
Protective Life
Insurance 6.48%, due 12/31/96 10,114,685 10,114,685
Provident Life and
Accident Insurance 5.72%, due 12/31/97 11,418,860 11,418,860
------------ ------------
66,987,665 66,987,665
------------ ------------
Fidelity Intermediate Bond 4,410,278 mutual fund
Fund shares 44,189,252 43,353,036
Wellesley Income Fund 1,563,649 mutual fund
shares 27,244,583 26,660,218
Mellon Daily Opening Stock 237,221 stock fund
Index Fund units 27,460,942 26,893,791
Twentieth Century Ultra 1,688,810 mutual fund
Fund shares 30,755,962 33,691,767
Fidelity International 136,250 mutual fund
Growth Fund shares 2,367,920 2,252,211
Participant loans Prime plus 1/2%,
maximum 5 years 18,596,626 18,596,626
Short-term investments:
*St. Paul Short-Term Pool 5.69%, due on demand 28,967 28,967
*State Street Bank & Trust
Fund 5.68%, due on demand 2,233,333 2,233,333
------------ ------------
2,262,300 2,262,300
------------ ------------
Total investments $237,875,481 $261,911,200
============ ============
*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, 1994
Current
Value
Identity of Party of the Asset
Involved/ Cost on
Description of Purchase Selling of the Transaction Net Gain
Asset Price Price Asset** Date or Loss
- ------------------- ---------- ------------ ------------ ------------ ------
Prudential Life
Insurance/
Interest income
contract:
Withdrawals $ $ 9,823,530 $ 9,823,530 $ 9,823,530 $ -
Allstate Life
Insurance/
Interest income
contract:
Withdrawals 17,217,398 17,217,398 17,217,398 -
Northwestern
National Life/
Interest income
contract:
Withdrawals 12,158,734 12,158,734 12,158,734 -
State Street Bank
and Trust Company
Short-term
investment:
Withdrawals 12,267,975 12,267,975 12,267,975 -
Fidelity
Intermediate Bond
Fund/
Mutual Fund Shares:
Purchases 57,461,896 57,461,896 57,461,896
Withdrawals 12,576,878 13,272,644 12,576,878 (695,766)
Mellon Stock Index
Fund/Stock Fund Units:
Withdrawals 17,390,171 17,175,680 17,390,171 214,491
Mellon Daily Opening
Stock Index Fund/
Stock Fund Units:
Purchases 27,460,942 27,460,942 27,460,942 -
*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 28, 1995 THE ST. PAUL COMPANIES, INC.
SAVINGS PLUS PLAN
(The Plan)
By /s/ Bruce A. Backberg
---------------------
Bruce A. Backberg
Vice President, Group
General Counsel & Corporate
Secretary of the Issuer,
Member of the Trust
Committee for The St. Paul
Companies, Inc. Savings Plus
Plan
