ST PAUL COMPANIES INC /MN/, S-8, 1997-04-15

ST PAUL COMPANIES INC /MN/
S-8, 1997-04-15
FIRE, MARINE & CASUALTY INSURANCE

Previous: ROWE FURNITURE CORP, 10-Q, 1997-04-15

Next: SCIENTIFIC SOFTWARE INTERCOMP INC, 10-K, 1997-04-15

<PAGE>

As filed with the Securities and Exchange Commission on April 15, 1997
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------------

THE ST. PAUL COMPANIES, INC.
(Exact name of registrant as specified in its charter)

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

----------------------

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)

----------------------

THE ST. PAUL HOLDINGS 1996 (NO. 1) SHARE OPTION PLAN AND
THE ST. PAUL HOLDINGS 1996 (NO. 2) SHARE OPTION SCHEME
(Full title of the plans)

----------------------

BRUCE A. BACKBERG, ESQ.
VICE PRESIDENT AND CORPORATE SECRETARY
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(612) 310-7911
(Name and address, including zip code, and telephone
number, including area code, of agent for service)

----------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT

----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value
per share(3) 150,000 shares $65.9375 $9,890,625 $2,997.16
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution
provisions described in the Plan.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of the average between the high and low reported
sale prices of the Registrant's Common Stock on April 8, 1997, as
reported on the New York Stock Exchange.

(3) Each share of Common Stock includes a right to purchase a fractional share
of the Registrant's Series A preferred stock (a "Right").
- --------------------------------------------------------------------------------

<PAGE>

PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by The St. Paul Companies, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year ended December 31,
1996 (File No. 0-3021); (2) the Company's Current Report on Form 8-K, dated
January 27, 1997 (File No. 0-3021); (3) the Company's Current Report on Form
8-K, dated February 7, 1997 (File No. 0-3021); (4) all other reports filed with
the Commission by the Company pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") since December 31, 1996;
(5) the description of the Company's common stock, no par value (the "Common
Stock") contained in its Registration Statement on Form 8-A (File No. 0-3021),
including any amendments or reports filed for the purpose of updating such
description; and (6) the description of the Company's Series A preferred stock
and rights to purchase Series A preferred stock contained in its Registration
Statement on Form 8-A, including any amendments or reports filed for the purpose
of updating such description.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

The consolidated financial statements and financial statement
schedules of the Company incorporated by reference in this Registration
Statement have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, for the periods indicated in their reports thereon, which
are included in or incorporated by reference in the Company's Annual Report on
Form 10-K for the year ended December 31, 1996. These consolidated financial
statements and financial statement schedules audited by KPMG Peat Marwick LLP
have been incorporated by reference in reliance on their report given on their
authority as experts in accounting and auditing. To the extent that KPMG Peat
Marwick LLP audits and reports on the financial statements of the Company
issued at future dates, and consents to the use of their reports thereon, such
financial statements also will be incorporated by reference in this
Registration Statement in reliance upon their reports and said authority.

Item 4. DESCRIPTION OF SECURITIES.

Not applicable - the Company's Common Stock and Rights to be offered
pursuant to this Registration Statement have been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

<PAGE>

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Minnesota Statute Section 302A.521 provides that a Minnesota business
corporation shall indemnify any director, officer, or employee of the
corporation made or threatened to be made a party to a proceeding, by reason of
the former or present official capacity (as defined) of the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding" means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms
regarding such right of indemnification and reference is made thereto for a
complete statement of such indemnification rights.

The Bylaws of the Company provide, subject to certain exceptions,
that directors and officers of the Company and certain others shall be
indemnified by the Company to the fullest extent permitted or required by
Minnesota Statute Section 302A.521.

The Company maintains directors' and officers' liability
insurance, including a reimbursement policy in favor of the Company.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable - no securities are to be re-offered or resold pursuant
to this Registration Statement.

Item 8. EXHIBITS.

4.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3 (i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995 (File No. 0-3021)).

4.2 Bylaws of the Company (incorporated by reference to Exhibit 3 (ii) to
the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994 (File No. 0-3021)).

4.3 Amended and Restated Shareholder Protection Rights Agreement
(incorporated by reference to Exhibit 4(i) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 (File No.
0-3021)).

5.1 Opinion and Consent of Bruce A. Backberg, Esq.

23.1 Consent of Bruce A. Backberg, Esq. (included in Exhibit 5.1).

23.2 Independent Auditors' Consent of KPMG Peat Marwick LLP.

24.1 Powers of Attorney.

<PAGE>

Item 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) under the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective 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 (1)(i) and (1)(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 with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

(3) 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.

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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit 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.

<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, 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 Securities Act of 1933 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 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.

<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-8 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, State of Minnesota, on April 14, 1997.

THE ST. PAUL COMPANIES, INC.

By: /s/ Bruce A. Backberg
-----------------------------------------
Bruce A. Backberg
Vice President and Corporate Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons and in the
capacities indicated on April 14, 1997:

/s/ Douglas W. Leatherdale* Chairman, President and Chief Executive
- ------------------------------- Officer (Principal Executive Officer)
Douglas W. Leatherdale

/s/ Patrick A. Thiele* Executive Vice President and a Director
- -------------------------------
Patrick A. Thiele

/s/ Paul J. Liska* Executive Vice President and Chief Financial
- ------------------------------- Officer (Principal Financial Officer)
Paul J. Liska

/s/ Howard E. Dalton* Senior Vice President and Chief Accounting
- ------------------------------- Officer (Principal Accounting Officer)
Howard E. Dalton

/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

/s/ Ronald James* Director
- -------------------------------
Ronald James

/s/ David G. John* Director
- -------------------------------
David G. John

<PAGE>

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

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

/s/ Glen D. Nelson, M.D.* Director
- -------------------------------
Glen D. Nelson, M.D.

/s/ Anita M. Pampusch* Director
- -------------------------------
Anita M. Pampusch

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

*By: /s/Bruce A. Backberg
---------------------------
Bruce A. Backberg
Attorney-in-Fact

<PAGE>

INDEX TO EXHIBITS
<TABLE>
<CAPTION>

ITEM NO. ITEM METHOD OF FILING
- -------- ---- ----------------
<S> <C> <C>
4.1 Articles of Incorporation of the Company. . . . Incorporated by reference to Exhibit
3(i) to the Company's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1995 (File No.
0-3021).

4.2 Bylaws of the Company . . . . . . . . . . . . . Incorporated by reference to Exhibit
3(ii) to the Company's Quarterly
Report on Form 10-Q for the quarter
ended March 31, 1994 (File No.
0-3021).

4.3 Amended and Restated Shareholder Protection
Rights Agreement. . . . . . . . . . . . . . . . Incorporated by reference to Exhibit
4(i) to the Company's Quarterly
Report on Form 10-Q for the quarter
ended June 30, 1995 (File No.
0-3021).

5.1 Opinion and Consent of Bruce A. Backberg, Esq. Filed herewith electronically.

23.1 Consent of Bruce A. Backberg, Esq.. . . . . . . Included in Exhibit 5.1.

23.2 Independent Auditors' Consent of KPMG
Peat Marwick LLP. . . . . . . . . . . . . . . . Filed herewith electronically.

24.1 Powers of Attorney. . . . . . . . . . . . . . . Filed herewith electronically.
</TABLE>

<PAGE>

April 14, 1997

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

Re: Registration Statement on Form S-8

Gentlemen:

I have acted as counsel to The St. Paul Companies, Inc., a Minnesota corporation
(the "Company"), in connection with the registration by the Company of 150,000
shares of the Company's Common Stock, no par value (the "Shares"), pursuant to
the Company's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on or about April 14, 1997 (the "Registration Statement").

In this connection, I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records, certificates and
written and oral statements of officers and accountants of the Company and of
public officials, and other documents that I have considered necessary and
appropriate for this opinion.

In connection with my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents tendered to me as originals, the
legal capacity of all natural persons, and the conformity to original documents
submitted to me as certified or photostatic copies.

Based on the foregoing, it is my opinion that:

1. The Company has corporate authority to issue the Shares in the manner and
under the terms set forth in the Registration Statement.

2. The 150,000 shares of Common Stock that are being registered for sale by
the Company under the Registration Statement have been duly authorized and,
when issued, delivered and paid for in accordance with the Plans referred
to in the Registration Statement, will be validly issued, fully paid and
nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.

Very truly yours,

/s/ Bruce A. Backberg
Bruce A. Backberg

<PAGE>

[LETTERHEAD]

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 "Incorporation of Documents by
Reference" in the registration statement.

/s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
April 14, 1997

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Chairman, President,
Chief Executive Officer and 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-8 of The St. Paul Companies, Inc. (the
"Registration Statement") relating to shares of common stock of The St. Paul
to be issued pursuant to The St. Paul Holdings 1996 Share Option Plans, and
any or all amendments (including post-effective 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 by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.

Dated: February 4, 1997 SIGNATURE:/s/ Douglas W. Leatherdale
------------------------------------

NAME: Douglas W. Leatherdale

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Executive Vice
President and 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-8 of The St. Paul Companies, Inc. (the "Registration Statement") relating
to shares of common stock of The St. Paul to be issued pursuant to The St. Paul
Holdings 1996 Share Option Plans, and any or all amendments (including
post-effective 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 by said attorney-in-fact,
and shall have the same force and effect as though I had manually signed such
Registration Statement or amendments.

Dated: February 4, 1997 SIGNATURE:/s/ Patrick A. Thiele
-------------------------------

NAME: Patrick A. Thiele

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Executive Vice
President and Chief Financial Officer 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-8 of The St. Paul Companies, Inc. (the
"Registration Statement") relating to shares of common stock of The St. Paul
to be issued pursuant to The St. Paul Holdings 1996 Share Option Plans, and
any or all amendments (including post-effective 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 by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.

Dated: February 4, 1997 SIGNATURE:/s/ Paul J. Liska
------------------------------

NAME: Paul J. Liska

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That I, the undersigned, Senior Vice
President and Chief Accounting Officer 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-8 of The St. Paul Companies, Inc. (the
"Registration Statement") relating to shares of common stock of The St. Paul
to be issued pursuant to The St. Paul Holdings 1996 Share Option Plans, and
any or all amendments (including post-effective 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 by said attorney-in-fact, and shall have the same force
and effect as though I had manually signed such Registration Statement or
amendments.

Dated: February 4, 1997 SIGNATURE:/s/ Howard E. Dalton
--------------------------------

NAME: Howard E. Dalton

<PAGE>

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-8 of The St. Paul Companies,
Inc. (the "Registration Statement") relating to shares of common stock of The
St. Paul to be issued pursuant to The St. Paul Holdings 1996 Share Option
Plans, and any or all amendments (including post-effective 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 by said attorney-in-fact, and
shall have the same force and effect as though I had manually signed such
Registration Statement or amendments.

Dated: February 4, 1997 SIGNATURE:/s/ Michael R. Bonsignore
---------------------------------

NAME: Michael R. Bonsignore

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ John H. Dasburg
-------------------------------

NAME: John H. Dasburg

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ W. John Driscoll
--------------------------------

NAME: W. John Driscoll

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ Pierson M. Grieve
---------------------------------

NAME: Pierson M. Grieve

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ Ronald James
---------------------------------

NAME: Ronald James

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ David G. John
-------------------------------

NAME: David G. John

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ William H. Kling
--------------------------------

NAME: William H. Kling

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ Bruce K. MacLaury
--------------------------------

NAME: Bruce K. MacLaury

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ Glen D. Nelson, M.D.
---------------------------------

NAME: Glen D. Nelson, M.D.

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ Anita M. Pampusch
---------------------------------

NAME: Anita M. Pampusch

<PAGE>

POWER OF ATTORNEY

Dated: February 4, 1997 SIGNATURE:/s/ Gordon M. Sprenger
----------------------------------

NAME: Gordon M. Sprenger