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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported): June 18, 1996
THE ST. PAUL COMPANIES, INC.
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(Exact name of Registrant as specified in its charter)
Minnesota 0-3021 41-0518860
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(State of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
385 Washington St., St. Paul, MN 55102
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(Address of principal (Zip Code)
executive offices)
(612) 310-7911
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last
report)
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Item 5. Other Events.
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Filed herewith are statements derived from a press
release dated June 18, 1996, of the registrant relating to
the announcement of the registrant's agreement to acquire
Northbrook Holdings Inc. from The Allstate Corporation.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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An Exhibit Index is set forth as the next page in this
report.
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
THE ST. PAUL COMPANIES, INC.
By /s/ Bruce A. Backberg
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Bruce A. Backberg
Vice President
and Corporate Secretary
Date: June 19, 1996
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EXHIBIT INDEX
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How
Exhibit Filed
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(99) Additional exhibits . . . . . . . . . . . . . . . (1)
(1) Filed electronically under the EDGAR Operational
Program.
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Exhibit 99
June 18, 1996 - THE ST. PAUL COMPANIES TO ACQUIRE NORTHBROOK
HOLDINGS INC. FROM THE ALLSTATE CORPORATION
St. Paul, Minn. - The St. Paul Companies, Inc. and The
Allstate Corporation today announced an agreement under
which St. Paul Fire and Marine Insurance Company would
purchase Northbrook Holdings Inc., which includes Northbrook
Property and Casualty Insurance Company, Northbrook
Indemnity Company and Northbrook National Insurance Company.
Northbrook is headquartered in South Barrington, Ill.,
and underwrites various property-liability commercial
insurance products throughout the United States.
"This acquisition furthers our objective to build our
position among small to midsize commercial accounts," said
Douglas W. Leatherdale, chairman and chief executive officer
of The St. Paul Companies. "Northbrook is focused on an
important part of the commercial marketplace and sells
policies through independent agents, as we do. We believe
we can leverage our underwriting and operational strengths
to bring this business in line with our underwriting and
profitability standards."
Completion of the sale is subject to regulatory
approvals. Closing is expected within 30 to 60 days. Under
terms of the transaction, The St. Paul will pay Allstate
approximately $180 million in cash, which represents a
premium over GAAP book value and which will be provided from
internal funds.
Northbrook has annual written premiums of $587 million
and total assets of $1.65 billion, including invested assets
of $1.2 billion. Northbrook has approximately 1,100
employees in its headquarters and field office network
throughout the United States. St. Paul Fire and Marine's
middle market commercial operation had 1995 net written
premiums of $618 million and has approximately 1,100
employees in 12 regions nationwide.
The St. Paul Companies, headquartered in St. Paul,
Minn., is a group of companies providing property-liability
insurance underwriting and insurance brokerage products and
services worldwide. St. Paul Fire and Marine Insurance
Company is the 14th largest property-liability insurance
company in the United States.
