ST PAUL COMPANIES INC /MN/, S-3, 1996-06-20

ST PAUL COMPANIES INC /MN/
S-3, 1996-06-20
FIRE, MARINE & CASUALTY INSURANCE

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<PAGE>
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 33-50115
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THE ST. PAUL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
MINNESOTA 41-0518860
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification
organization) No.)
</TABLE>

385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(612) 310-7911
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

ANDREW IAN DOUGLASS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET, ST. PAUL, MINNESOTA 55102
(612) 310-8523
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH A COPY TO:

DONALD R. CRAWSHAW
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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, please 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. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (2)(3) PER UNIT (1) OFFERING PRICE (1) FEE (3)
<S> <C> <C> <C> <C>
Debt Securities................................... $192,700,000 100% $192,700,000 $66,448
</TABLE>

(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
(2) Or, if any Debt Securities are issued at original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $192,700,000. Any offering of Debt Securities denominated in any
foreign currency or foreign currency unit will be treated as the equivalent
in U.S. dollars based on the exchange rate prevailing at the time of the
purchase of such Debt Securities.
(3) Pursuant to Rule 429 under the Securities Act of 1933, $82,300,000 of Debt
Securities are being carried forward from Registration Statement No.
33-50115 for inclusion in the Prospectus filed herewith. A registration fee
of $25,718.75 has been paid with respect to such Debt Securities.
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THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
33-50115, WHICH WAS DECLARED EFFECTIVE ON OCTOBER 4, 1993. SUCH POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(C) OF THE
SECURITIES ACT OF 1933. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933,
THE PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES A
PROSPECTUS FOR REGISTRATION STATEMENT NO. 33-50115; THE $82,300,000 OF DEBT
SECURITIES REMAINING UNSOLD FROM REGISTRATION STATEMENT NO. 33-50115 WILL BE
COMBINED WITH THE $192,700,000 AGGREGATE AMOUNT OF DEBT SECURITIES TO BE
REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO ENABLE THE ST. PAUL
COMPANIES, INC. TO OFFER AN AGGREGATE AMOUNT OF $275,000,000 OF DEBT SECURITIES
PURSUANT TO THE COMBINED PROSPECTUS.

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.

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<PAGE>
THE ST. PAUL COMPANIES, INC.

DEBT SECURITIES

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The St. Paul Companies, Inc. may from time to time offer Debt Securities
consisting of debentures, notes and/or other unsecured evidences of indebtedness
in one or more series at an aggregate initial offering price not to exceed
$275,000,000 or its equivalent in any other currency or composite currency. The
Debt Securities may be offered as separate series in amounts, at prices and on
terms to be determined at the time of sale. The accompanying Prospectus
Supplement sets forth with regard to the series of Debt Securities in respect of
which this Prospectus is being delivered the title, aggregate principal amount,
denominations (which may be in United States dollars, in any other currency or
in a composite currency), maturity, rate (which may be fixed or variable) and
time of payment of any interest, any terms for redemption at the option of the
Company or the holder, any terms for sinking fund payments and the initial
public offering price and any other terms in connection with the offering and
sale of such Debt Securities.

The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. See
"Plan of Distribution". Such underwriters may include Goldman, Sachs & Co. and
J. P. Morgan Securities Inc., or may be a group of underwriters represented by
firms including Goldman, Sachs & Co. and J. P. Morgan Securities Inc. Goldman,
Sachs & Co. and J. P. Morgan Securities Inc. may also act as agents. The
accompanying Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the principal amounts, if any, to be purchased by
underwriters and the compensation, if any, of such underwriters or agents.

This Prospectus may not be used to consummate the sale of these Debt
Securities unless accompanied by a Prospectus Supplement.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

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GOLDMAN, SACHS & CO. J. P. MORGAN & CO.

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The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION

The St. Paul Companies, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission, Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at Seven World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such materials can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Such reports, proxy statements and other information may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, on which exchange the common stock of the Company is
traded.

The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus:

1. The Annual Report on Form 10-K for the year ended December 31, 1995;

2. The Current Reports on Form 8-K dated January 29, 1996 and June 18,
1996; and

3. The Quarterly Report on Form 10-Q for the period ended March 31, 1996.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (not
including exhibits to the documents incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
the Registration Statement incorporates). Requests for such copies should be
directed to Bruce A. Backberg, Vice President and Corporate Secretary, The St.
Paul Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102,
telephone number (612) 310-7916.

Unless otherwise indicated, currency amounts in this Prospectus and any
Prospectus Supplement are stated in United States dollars ("$" or "dollars").

2
<PAGE>
THE COMPANY

The St. Paul Companies, Inc. (the "Company") is a management company
principally engaged, through its subsidiaries, in three industry segments:
property-liability insurance and reinsurance underwriting (primarily through its
wholly-owned subsidiary, St. Paul Fire and Marine Insurance Company), insurance
brokerage (primarily through its brokerage subsidiary, Minet) and investment
banking-asset management (through its 78 percent interest in The John Nuveen
Company). As a management company, the Company oversees the operations of its
subsidiaries and provides them with capital and management and administrative
services. According to industry statistics published by A.M. Best relating to
property liability insurers doing business in the United States, the Company's
underwriting operations ranked 14th on the basis of 1995 written premiums. At
May 31, 1996, the Company and its subsidiaries employed approximately 12,300
persons. The Company's primary business is insurance underwriting, which
accounted for 89% of consolidated revenues in 1995. Insurance brokerage and
investment banking-asset management operations accounted for approximately 7%
and 4% of consolidated revenues, respectively, in 1995.

The Company's principal and registered executive offices are located at 385
Washington Street, St. Paul, Minnesota 55102, and its telephone number is (612)
310-7911. Unless the context otherwise indicates, the term "Company" means The
St. Paul Companies, Inc. and its consolidated subsidiaries.

RATIO OF EARNINGS TO FIXED CHARGES OF THE COMPANY

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
THREE MONTHS ENDED -----------------------------------------------------
MARCH 31, 1996 1995 1994 1993 1992 1991
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<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................ 10.58 10.64 9.99 8.96 --* 9.06
</TABLE>

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* The 1992 loss was inadequate to cover fixed charges by $229.6 million.

Earnings consist of income before income taxes plus fixed charges, net of
capitalized interest. Fixed charges consist of interest expense before reduction
for capitalized interest and one-third of rental expense, which is considered to
be representative of an interest factor.

USE OF PROCEEDS

Unless otherwise indicated in an accompanying Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, which may include working capital, capital expenditures, the
repurchase of shares of common stock, the repayment of short-term borrowings or
acquisitions.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued under an Indenture, dated as of March
31, 1990 (the "Indenture"), between the Company and The Chase Manhattan Bank
(National Association), as Trustee (the "Trustee"), which is an exhibit to the
Registration Statement. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all the provisions of the Indenture, including
the definitions therein of certain terms. Wherever particular Sections or
defined terms of the Indenture are referred to, such Sections or defined terms
are incorporated herein by reference.

The following sets forth certain general terms and provisions of the Debt
Securities offered hereby. The particular terms of the Debt Securities offered
by any Prospectus Supplement (the "Offered Debt Securities") will be described
in the Prospectus Supplement relating to such Offered Debt Securities (the
"Applicable Prospectus Supplement").

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<PAGE>
GENERAL

The Indenture will not limit the amount of Debt Securities which may be
issued thereunder and Debt Securities may be issued thereunder from time to time
in one or more series. The Debt Securities will be unsecured and unsubordinated
obligations of the Company and will rank equally and ratably with other
unsecured unsubordinated obligations of the Company.

Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest on the Debt Securities will be
payable, and the transfer of Debt Securities will be registrable, at the office
or agency of the Company in the Borough of Manhattan, The City of New York,
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose, except that, at the option of the Company, interest
may be paid by mailing a check to the address of the Person entitled thereto as
it appears on the Security Register. (Sections 301, 305 and 1002) The Debt
Securities will be issued only in fully registered form without coupons and,
unless otherwise indicated in the Applicable Prospectus Supplement, in
denominations of $1,000 or integral multiples thereof. (Section 302) No service
charge will be made for any registration of transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge imposed in connection therewith. (Section 305)

The Applicable Prospectus Supplement will describe the following terms of
the Offered Debt Securities: (1) the title of the Offered Debt Securities; (2)
any limit on the aggregate principal amount of the Offered Debt Securities; (3)
the date or dates on which the Offered Debt Securities will mature; (4) the rate
or rates (which may be fixed or variable) per annum at which the Offered Debt
Securities will bear interest, if any, and the date or dates from which such
interest, if any, will accrue; (5) the dates on which such interest, if any, on
the Offered Debt Securities will be payable and the Regular Record Dates for
such Interest Payment Dates; (6) any mandatory or optional sinking funds or
analogous provisions or provisions for redemption at the option of the Holder;
(7) the date, if any, after which and the price or prices at which the Offered
Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed and the other detailed terms and provisions of any such
optional or mandatory redemption provision; (8) if other than denominations of
$1,000 and any integral multiple thereof, the denominations in which the Offered
Debt Securities will be issuable; (9) if other than the principal amount
thereof, the portion of the principal amount of the Offered Debt Securities
which will be payable upon the declaration of acceleration of the Maturity
thereof; (10) the currency of payment of principal, premium, if any, and
interest on the Offered Debt Securities; (11) any index used to determine the
amount of payment of principal of, premium, if any, and interest on the Offered
Debt Securities; (12) the applicability of the provisions described under
"Defeasance"; (13) if the Offered Debt Securities will be issuable only in the
form of a Global Security as described under "Book-Entry Debt Securities", the
Depository or its nominee with respect to the Offered Debt Securities and the
circumstances under which the Global Security may be registered for transfer or
exchange in the name of a Person other than the Depository or its nominee; and
(14) any other terms of the Offered Debt Securities. (Section 301)

The Debt Securities may be issued as Original Issue Discount Debt Securities
to be offered and sold at a substantial discount below their stated principal
amount. Federal income tax consequences and other special considerations
applicable to any such Original Issue Discount Debt Securities will be described
in the Applicable Prospectus Supplement. "Original Issue Discount Debt
Securities" means any security which provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of Default
and the continuation thereof. (Section 101)

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Depository or its nominee
identified in the Applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole or in part for

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<PAGE>
Debt Securities in definitive registered form, a Global Security may not be
registered for transfer or exchange except as a whole by the Depository for such
Global Security to a nominee of such Depository and except in the circumstances
described in the Applicable Prospectus Supplement. (Sections 204 and 305)

The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the Applicable Prospectus Supplement.

LIMITATION ON LIENS

The Indenture will contain a covenant that the Company will not, and will
not permit any Designated Subsidiary to, directly or indirectly, create, issue,
assume, incur or guarantee any indebtedness for money borrowed which is secured
by a mortgage, pledge, lien, security interest or other encumbrance of any
nature on any of the Voting Stock of a Designated Subsidiary unless the
Outstanding Securities (together with, if the Company so elects, any other
indebtedness of the Company or such Designated Subsidiary then existing or
thereafter created which is not subordinate to the Outstanding Securities) shall
be secured equally and ratably with (or prior to) such secured indebtedness for
money borrowed so long as such secured indebtedness for money borrowed shall be
so secured. (Section 1007) This covenant will not prevent the sale or other
disposition of a Designated Subsidiary.

For purposes of such covenant, "Voting Stock" will mean all classes of stock
(including any and all shares, interests, participations or other equivalents
(however designated) of corporate stock) then outstanding of a Designated
Subsidiary normally entitled to vote in elections of directors. For purposes of
such covenant, "Designated Subsidiary" will mean St. Paul Fire and Marine
Insurance Company and any other Subsidiary the assets of which, determined as of
the last day of the most recent calendar quarter ended at least 30 days prior to
the date of such determination and in accordance with generally accepted
accounting principles as in effect on the last day of such calendar quarter,
exceed 20% of the Consolidated Assets of the Company. As of the date of this
Prospectus, there were no Subsidiaries of the Company, other than St. Paul Fire
and Marine Insurance Company, with assets, determined in accordance with
generally accepted accounting principles as in effect on that date, in excess of
20% of the Consolidated Assets of the Company. For purposes of such covenant,
"Consolidated Assets of the Company" will mean the assets of the Company and its
consolidated subsidiaries, to be determined as of the last day of the most
recent calendar quarter ended at least 30 days prior to the date of such
determination and in accordance with generally accepted accounting principles as
in effect on the last day of such calendar quarter. (Section 1007)

Additional restrictive covenants may be included in the terms of any series
of Securities.

EVENTS OF DEFAULT

Any one of the following events will constitute an Event of Default under
the Indenture with respect to Securities of any series: (1) failure to pay
principal of or any premium on any Debt Security of that series when due; (2)
failure to pay any interest on any Debt Security of that series when due,
continued for 30 days; (3) failure to deposit any sinking fund payment, when
due, in respect of any Debt Security of that series; (4) failure to perform any
other covenants or warranties of the Company in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series of Debt
Securities thereunder other than that series) continued for 60 days after
written notice as provided in the Indenture; (5) acceleration of any
indebtedness for money borrowed in excess of $10,000,000 by the Company
(including an acceleration with respect to the Debt Securities of any series
other than that series), if such indebtedness is not discharged, or such
acceleration is not annulled, within 10 days after written notice as provided in
the Indenture; (6) certain events of bankruptcy, insolvency or reorganization of
the Company; and (7) any other Event of Default provided with respect to Debt
Securities of that series. (Section 501)

If any Event of Default with respect to the Debt Securities of any series at
the time Outstanding occurs and is continuing, either the Trustee or the Holders
of at least 25 percent in aggregate principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt

5
<PAGE>
Securities of that series are Original Issue Discount Debt Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
the Debt Securities of that series to be due and payable immediately. At any
time after a declaration of acceleration with respect to Debt Securities of any
series has been made, but before a judgment or decree based on acceleration has
been obtained, the Holders of a majority in aggregate principal amount of
Outstanding Debt Securities of that series may, under certain circumstances,
rescind and annul such acceleration. (Section 502)

Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Debt Securities that are Original Issue Discount Debt
Securities for the particular provisions relating to acceleration of the Stated
Maturity of a portion of the principal amount of such series of Original Issue
Discount Debt Securities upon the occurrence of an Event of Default and the
continuation thereof.

The Indenture will provide that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603) Subject to such
provisions for the indemnification of the Trustee and to certain other
conditions, the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of that series. (Section 512)

No Holder of any series of Debt Securities will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default and unless the Holders of at least 25 percent in
aggregate principal amount of the Outstanding Debt Securities of that series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of that series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
(Section 507) However, such limitations do not apply to a suit instituted by a
Holder of a Debt Security for enforcement of payment of the principal of and
premium, if any, or interest on such Debt Security on or after the respective
due dates expressed in such Debt Security. (Section 508)

The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1008)

MODIFICATION AND WAIVER

Modification and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of not less than two-thirds in
aggregate principal amount of the Outstanding Debt Securities of each series
issued under the Indenture and affected by the modification or amendments;
provided, however, that no such modification or amendment may, without the
consent of the Holders of all Debt Securities affected thereby, (1) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Debt Security; (2) reduce the principal amount of, or the
premium, if any, or interest on, any Debt Security (including in the case of an
Original Issue Discount Debt Security the amount payable upon acceleration of
the maturity thereof); (3) change the place or currency of payment of principal
of or interest on any Debt Security; (4) impair the right to institute suit for
the enforcement of any payment on any Debt Security on or at the Stated Maturity
thereof (or in the case of redemption, on or after the Redemption Date); or (5)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series, the consent of whose Holders is required for modification or amendment
of the Indenture or for waiver of compliance with certain provisions of the
Indenture or for waiver of certain defaults. (Section 902)

The Holders of at least a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may, on behalf of all Holders of that
series, waive compliance by the Company with certain

6
<PAGE>
restrictive provisions of the Indenture. (Section 1009) The Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of any
series may, on behalf of all Holders of that series, waive any past default
under the Indenture, except a default in the payment of principal, premium or
interest and in respect of a covenant or provision of the Indenture that cannot
be modified or amended without the consent of the Holder of each Outstanding
Debt Security of such series affected thereby. (Section 513)

CONSOLIDATION, MERGER AND SALE OF ASSETS

The Company, without the consent of the Holders of any of the Debt
Securities under the Indenture, may consolidate with or merge into any other
Person or transfer or lease its assets substantially as an entirety to any
Person or may permit any Person to merge into or consolidate with the Company if
(1) any such successor or purchaser is a corporation, partnership or trust
organized under the laws of any domestic jurisdiction, (2) any such successor or
purchaser assumes the Company's obligations on the Debt Securities and under the
Indenture, (3) after giving effect to the transaction no Event of Default, and
no event which, after notice or lapse of time, would become an Event of Default,
shall have occurred and be continuing, and (4) certain other conditions are met.
(Section 801)

DEFEASANCE

The Indenture will provide that the Company, at the Company's option, (1)
will be discharged from any and all obligations in respect of the Debt
Securities of any series (except for certain obligations to register the
transfer or exchange of Debt Securities of such series, replace stolen, lost or
mutilated Debt Securities of such series, maintain paying agencies and hold
moneys for payment in trust) or (2) need not comply with certain restrictive
covenants of the Indenture, including that described under "Limitation on
Liens", in each case if the Company deposits in trust with the Trustee money or
U.S. Government Obligations which, through the payment of interest thereon and
principal thereof in accordance with their terms, will provide money in an
amount sufficient to pay all the principal of (and premium, if any) and interest
on the Debt Securities of such series on the dates such payments are due (which
may include one or more redemption dates designated by the Company) in
accordance with the terms of the Debt Securities of such series. Such a trust
may only be established if, among other things, (i) no Event of Default or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under the Indenture shall have occurred and be continuing on the date
of such deposit, (ii) such deposit will not cause the Trustee to have any
conflicting interest with respect to other securities of the Company, and (iii)
the Company shall have delivered an Opinion of Counsel to the effect that the
Holders will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit or defeasance and will be subject to Federal income
tax in the same manner as if such defeasance had not occurred. In the event the
Company omits to comply with its remaining obligations under the Indenture after
a defeasance of the Indenture with respect to the Debt Securities of any series
as described under clause (2) above and the Debt Securities of such series are
declared due and payable because of the occurrence of any Event of Default, the
amount of money and U.S. Government Obligations on deposit with the Trustee may
be insufficient to pay amounts due on the Debt Securities of such series at the
time of the acceleration resulting from such Event of Default. However, the
Company will remain liable in respect of such payments. (Article Thirteen)

CONCERNING THE TRUSTEE

The Chase Manhattan Bank (National Association), the Trustee under the
Indenture, has a $40 million participation under a Credit Agreement among the
Company and certain banks named therein providing for aggregate borrowings by
the Company thereunder of a maximum of $400 million, none of which was
outstanding at May 31, 1996.

7
<PAGE>
PLAN OF DISTRIBUTION

The Company may sell Debt Securities to or through underwriters and also may
sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include Goldman, Sachs & Co. and J. P. Morgan Securities Inc.
or a group of underwriters represented by firms including Goldman, Sachs & Co.
and J. P. Morgan Securities Inc. Goldman, Sachs & Co. and J. P. Morgan
Securities Inc. may also act as agents. Goldman, Sachs & Co. and J. P. Morgan
Securities Inc. have from time to time acted as financial advisers to the
Company and received customary fees for those services.

The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company, and any profit on
the resale of Debt Securities by them, may be deemed to be underwriting
discounts and commissions, under the Act. Any such underwriter or agent will be
identified, and any such compensation received from the Company will be
described, in the Applicable Prospectus Supplement.

Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.

The Debt Securities, when first issued, will have no established trading
market. Any underwriters or agents to or through whom Debt Securities are sold
by the Company for public offering and sale may make a market in such Debt
Securities, but such underwriters or agents will not be obligated to do so and
may discontinue any market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for any Debt Securities.

VALIDITY OF DEBT SECURITIES

The validity of the Debt Securities will be passed upon for the Company by
Andrew Ian Douglass, Senior Vice President and General Counsel of the Company,
St. Paul, Minnesota, and for the underwriters or agents, as the case may be, by
Sullivan & Cromwell, New York, New York. Sullivan & Cromwell may rely as to
matters of Minnesota law upon the opinion of Mr. Douglass. Sullivan & Cromwell
have from time to time rendered certain legal services to the Company.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1995
and 1994, and for each of the years in the three-year period ended December 31,
1995, and the related financial statement schedules, are incorporated by
reference herein from the Company's Annual Report on Form 10-K. Such
consolidated financial statements and related financial statement schedules have
been audited by KPMG Peat Marwick LLP, independent certified public accountants,
as stated in their reports incorporated by reference herein, and have been
incorporated by reference herein in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing. The reports of KPMG
Peat Marwick LLP on December 31, 1995, the consolidated financial statements and
the related financial statement schedules refer to a change in the method of
accounting for certain investments.

8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
SEC registration fee............................................. $ 66,448
Accountants' fees and expenses................................... 35,000
Attorneys' fees and expenses..................................... 75,000
Printing and engraving expenses.................................. 100,000
Fees and expenses of trustee..................................... 6,000
Blue Sky qualification fees and expenses......................... 22,000
Rating agencies' fees............................................ 135,000
Miscellaneous.................................................... 5,552
---------
Total.................................................... $ 445,000*
---------
---------
</TABLE>

- --------------
* All fees and expenses other than the SEC registration fee are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company is subject to Minnesota Statutes, Chapter 302A. Minnesota
Statutes, Section 302A.521, provides that a corporation shall indemnify any
person made or threatened to be made a party to a proceeding by reason of the
former or present official capacity (as defined) of such person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation, or, in the case of acts or omissions in such
person's official capacity for other affiliated organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.

The Bylaws of the Company provide that, subject to the limitations of the
next sentence, it will indemnify and make permitted advances to a person made or
threatened to be made a party to a proceeding by reason of his former or present
official capacity against judgments, penalties, fines (including without
limitation excise taxes assessed against the person with respect to an employee
benefit plan), settlements and reasonable expenses (including without limitation
attorneys' fees and disbursements) incurred by him in connection with the
proceeding in the manner and to the fullest extent permitted or required by
Section 302A.521. Notwithstanding the foregoing, the Company will neither
indemnify nor make advances under Section 302A.521 to any person who at the time
of the occurrence or omission claimed to have given rise to the matter which is
the subject of the proceeding only had an agency relationship to the Company and
was not at that time an officer, director or employee thereof unless such person
and the Company were at that time parties to a written contract for
indemnification or advances with respect to such matter or unless the board
specifically authorizes such indemnification or advances.

The Company has directors' and officers' liability insurance policies, with
coverage of up to $125 million, subject to various deductibles and exclusions
from coverage.

In the Underwriting Agreement the Underwriters will agree to indemnify,
under certain conditions, the Company, its directors, certain of its officers
and persons who control the Company within the meaning of the Act, against
certain liabilities.

II-1
<PAGE>
ITEM 16. EXHIBITS

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement and Pricing Agreement. (1)
4.1 Indenture, dated March 31, 1990, between the Company and The Chase Manhattan Bank
(National Association) as Trustee. (1)
5.1 Opinion and consent of Andrew Ian Douglass, Esq.
12.1 Statement re computation of ratios.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Andrew Ian Douglass, Esq. (included as part of Exhibit 5.1).
24.1 Powers of attorney from officers and directors of the Company signing by an
attorney-in-fact.
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The Chase Manhattan Bank (National Association).
28.1 Information from reports furnished to state insurance regulatory authorities
(incorporated by reference to Exhibit 29 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1995).
</TABLE>

- --------------
(1) Incorporated by reference to the same numbered Exhibit to the Company's
Registration Statement on Form S-3, No. 33-50115.

ITEM 17. UNDERTAKINGS

1. The undersigned 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;

(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 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 Act,
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.

2. 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
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit

II-2
<PAGE>
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.

3. Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted against
the Registrant 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 Act 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Paul and State of Minnesota, on the 20th day of
June, 1996.

By: /s/ BRUCE A. BACKBERG

-----------------------------------
Bruce A. Backberg, Esq.
VICE PRESIDENT AND CORPORATE
SECRETARY

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on June 20, 1996 by the following
persons in the capacities indicated:

SIGNATURE TITLE
- --------------------------------------------- -------------------------

Director, Chairman of the
/s/ DOUGLAS W. LEATHERDALE Board, President and
------------------------------------------- Chief Executive Officer
Douglas W. Leatherdale (Acting Chief Financial
Officer)

/s/ PATRICK A. THIELE
------------------------------------------- Director and Executive
Patrick A. Thiele Vice President

/s/ HOWARD E. DALTON
------------------------------------------- Senior Vice President and
Howard E. Dalton Chief Accounting Officer

/s/ MICHAEL R. BONSIGNORE*
------------------------------------------- Director
Michael R. Bonsignore

/s/ JOHN H. DASBURG*
------------------------------------------- Director
John H. Dasburg

/s/ W. JOHN DRISCOLL*
------------------------------------------- Director
W. John Driscoll

/s/ PIERSON M. GRIEVE*
------------------------------------------- Director
Pierson M. Grieve

II-4
<PAGE>

SIGNATURE TITLE
- --------------------------------------------- -------------------------

/s/ RONALD JAMES*
------------------------------------------- Director
Ronald James

/s/ WILLIAM H. KLING*
------------------------------------------- Director
William H. Kling

/s/ BRUCE K. MACLAURY*
------------------------------------------- Director
Bruce K. MacLaury

/s/ GLEN D. NELSON*
------------------------------------------- DIRECTOR
GLEN D. NELSON

/S/ ANITA M. PAMPUSCH*
------------------------------------------- Director
Anita M. Pampusch

/s/ GORDON M. SPRENGER*
------------------------------------------- Director
Gordon M. Sprenger

*By: BRUCE A. BACKBERG
--------------------------------------
Bruce A. Backberg, ATTORNEY-IN-FACT

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S>
1.1 Form of Underwriting Agreement and Pricing Agreement (1)
4.1 Indenture, dated March 31, 1990, between the Company and The Chase Manhattan Bank (National Association)
as Trustee (1)
5.1 Opinion and consent of Andrew Ian Douglass, Esq.
12.1 Statement re computation of ratios
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Andrew Ian Douglass, Esq. (included as part of Exhibit 5.1)
24.1 Power of attorney from officers and directors of the Company signing by an attorney-in-fact
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank (National Association)
28.1 Information from reports furnished to state insurance regulatory authorities (incorporated by reference
to Exhibit 29 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995)
</TABLE>

- --------------
(1) Incorporated by reference to the same numbered Exhibit to the Company's
Registration Statement on Form S-3, No. 33-50115.

<PAGE>
EXHIBIT 5.1
OPINION AND CONSENT

June 20, 1996

The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102

Dear Sirs:

In connection with the registration under the Securities Act of 1933 (the
"Act") of $275,000,000 aggregate amount of debt securities (the "Securities") of
The St. Paul Companies, Inc., a Minnesota corporation (the "Company"), I, as
general counsel of the Company, have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, I advise you that, in my opinion, when
the registration statement relating to the Securities has become effective under
the Act, the terms of the Securities and of their issuance and sale have been
duly established in conformity with the Indenture relating to the Securities so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equitable principles.

I note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.

The foregoing opinion is limited to the Federal laws of the United States
and the laws of the States of New York and Minnesota, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.

Also, I have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by me to be
responsible, and I have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which I have not
independently verified.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me under the heading "Validity
of Debt Securities" in the Prospectus. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.

Very truly yours,
/s/ ANDREW IAN DOUGLASS
Andrew Ian Douglass
Senior Vice President and
General Counsel

<PAGE>
EXHIBIT 12.1
STATEMENT RE COMPUTATION OF RATIOS

THE ST. PAUL COMPANIES, INC. AND SUBSIDIARIES
COMPUTATION OF RATIOS
(IN THOUSANDS, EXCEPT RATIOS)

<TABLE>
<CAPTION>
THREE
MONTHS TWELVE MONTHS ENDED DECEMBER 31,
ENDED MARCH ----------------------------------------------------------------
31, 1996 1995 1994 1993 1992 1991
----------- ----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSS):
Income (loss) before income
taxes............................ $ 164,080 $ 656,233 $ 563,578 $ 522,606 $ (225,063) $ 528,061
Add: fixed charges................ 17,119 68,069 62,718 65,633 70,897 65,045
Less: capitalized interest........ -- -- -- -- 4,580 3,571
----------- ----------- ----------- ----------- ------------ -----------
Income (loss), as adjusted........ $ 181,199 $ 724,302 $ 626,296 $ 588,239 $ (158,746) $ 589,535
----------- ----------- ----------- ----------- ------------ -----------
----------- ----------- ----------- ----------- ------------ -----------
FIXED CHARGES AND PREFERRED
DIVIDENDS:
Fixed charges:
Interest costs................ $ 12,424 $ 46,822 $ 39,736 $ 40,921 $ 40,288 $ 39,275
Rental expense (1)............ 4,695 21,247 22,982 24,712 30,609 25,770
----------- ----------- ----------- ----------- ------------ -----------
Total fixed charges....... 17,119 68,069 62,718 65,633 70,897 65,045
Preferred stock dividends......... 4,489 18,120 18,337 18,488 18,395 18,451
Dividend on monthly income
preferred securities............. 3,105 7,763 -- -- -- --
----------- ----------- ----------- ----------- ------------ -----------
Total fixed charges and
preferred dividends.......... $ 24,713 $ 93,952 $ 81,055 $ 84,121 $ 89,292 $ 83,496
----------- ----------- ----------- ----------- ------------ -----------
----------- ----------- ----------- ----------- ------------ -----------
Ratio of earnings to fixed charges
(2).............................. 10.58 10.64 9.99 8.96 -- 9.06
----------- ----------- ----------- ----------- ------------ -----------
----------- ----------- ----------- ----------- ------------ -----------
Ratio of earnings to combined
fixed charges and preferred stock
dividends (2).................... 7.33 7.71 7.73 6.99 -- 7.06
----------- ----------- ----------- ----------- ------------ -----------
----------- ----------- ----------- ----------- ------------ -----------
</TABLE>

- --------------
(1) Interest portion deemed implicit in total rent expense.

(2) The 1992 loss was inadequate to cover "fixed charges" by $229.6 million, and
"combined fixed charges and preferred dividends" by $248.0 million.

<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT

The Board of Directors
The St. Paul Companies, Inc.:

We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our reports
refer to a change in the method of accounting for certain investments.

/s/ KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
June 20, 1996

<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, a director of The
St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), do hereby
make, nominate and appoint Bruce A. Backberg and Edward M. Gerber, or either of
them, to be my attorney-in-fact, with full power and authority to sign on my
behalf a Registration Statement on Form S-3 for the registration of debt
securities of The St. Paul Companies, Inc., under the authority granted by the
Board of Directors of The St. Paul at its February 6, 1996 meeting, to be filed
by The St. Paul with the Securities and Exchange Commission, and any and all
amendments thereto, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Securities and Exchange
Commission, provided that the Registration Statement and any amendments thereto,
in their final form, are reviewed and approved by said attorney-in-fact, and
shall have the same force and effect as though I had manually signed such
Registration Statement or amendments.

Signature: /s/ MICHAEL R. BONSIGNORE

------------------------------
Name: Michael R. Bonsignore