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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___ )*
Advanced Fibre Communications Inc.
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(Name of Issuer)
Common
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(Title of Class of Securities)
00754A105
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(CUSIP Number)
Check the following box if a fee is being paid with this statement (X). (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 00754A105 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102 IRS# 41-0518860
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota Corporation
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5 SOLE VOTING POWER
NUMBER OF
None
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER The St. Paul Companies,
Inc., through its wholly-owned subsidiary,
OWNED BY St. Paul Fire and Marine Insurance Company (F&M)
beneficially owns 3,252,031 shares of common stock
EACH by virtue of F&M's ownership of 2,420,151 shares
of common stock, and warrants to purchase 831,880
REPORTING shares of common stock which are exercisable
within 60 days.
PERSON --------------------------------------------------
7 SOLE DISPOSITIVE POWER
WITH
None
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8 SHARED DISPOSITIVE POWER
3,252,031 shares (see remark in Item 6)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,252,031 shares (see remark in Item 6)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.7%
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12 TYPE OF REPORTING PERSON*
HC
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Fee enclosed /X/ or Amendment No.___
ITEM 1. (a) NAME OF ISSUER: Advanced Fibre Communications Inc.
(b) Address of Issuer's Principal Offices:
1445 McDowell Blvd North
P O Box 751239
Petaluma, CA 94975-2349
ITEM 2. (a) NAME OF PERSON FILING: The St. Paul Companies, Inc.
(see Exhibit A)
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
385 Washington Street
St. Paul, MN 55102
(c) CITIZENSHIP: Minnesota corporation
(d) TITLE OF CLASS OF SECURITIES: Common
(e) CUSIP NUMBER: 00754A105
ITEM 3. This statement is filed pursuant to Rule 13d-1(b).
(g) X Parent Holding Company
ITEM 4. OWNERSHIP.
(a) The St. Paul Companies, Inc., through its wholly-owned
subsidiary, St. Paul Fire and Marine Insurance Company (F&M)
beneficially owns 3,252,031 shares of common stock by virtue
of F&M's ownership of 2,420,151 shares of common stock, and
warrants to purchase 831,880 shares of common stock which are
exercisable within 60 days.
(b) Percent of Class: The shares reported in Item 4(a), above,
constitute 9.7% of the outstanding common shares of the
Issuer.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: none
(ii) Shared power to vote or direct the vote: 3,252,031
(see remark in Item 4(a) above)
(iii) Sole power to dispose or direct the disposition:
none
(iv) Shared power to dispose or direct the disposition:
3,252,031 (see remark in Item 4(a) above)
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY:
St. Paul Fire and Marine Insurance Company is an Insurance
Company under Reg. 240.13d-1(b)(1)(ii)(C)
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purposes or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: February 10, 1997
/s/ Bruce A. Backberg
_____________________________________________
Bruce A. Backberg
Title: Vice President & Corporate Secretary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
EXHIBIT A - DISCLAIMER
Information on the attached Schedule 13G is provided solely for the purpose of
complying with Section 13(d) and 13(g) of the Securities Exchange Act of 1934
and Regulation promulgated under authority thereof and is not intended as an
admission that The St. Paul Companies, Inc. or any of its subsidiaries, is a
beneficial owner of the securities described herein for any other purpose.
