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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): February 7, 1997
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 is a press release dated February 7,
1997, of the registrant announcing share repurchase and
stock ownership plans.
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: February 10, 1997
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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
Feb. 7, 1997 - THE ST. PAUL ANNOUNCES SHARE
REPURCHASE, STOCK OWNERSHIP PLANS
St. Paul, Minn. - The St. Paul Companies (NYSE:SPC)
announced today that its board of directors has renewed
management's authority to repurchase common stock of the
company in 1997. In addition, the board has taken two
actions to facilitate increased stock ownership by certain
key executives.
Under the stock purchase plan, management has authority
to repurchase up to five percent of the common stock over
the next twelve months. The company has repurchased stock
in each of the past three years under similar authority: 1.4
million shares in 1996, 768,000 shares in 1995 and 860,000
shares in 1994.
Regarding the stock ownership plans, the board made
special one-time option grants to certain executives in
December. The earliest date on which any of those options
will become exercisable is December 2000, and they will
expire in December 2001. Half of the options granted to
each executive will become exercisable only if the 20-day
average stock price reaches $100 per share. The other half
becomes exercisable only if the 20-day average stock price
reaches $110 per share.
Also, the board will recommend shareholder approval of
a leveraged stock purchase program for the same group of
executives who receive the special option grants. This
program, which will be effective upon approval, complements
those option awards and provides for loans from the company
to those executives for the purpose of their acquiring
additional shares of St. Paul stock in the market. Those
loans would be secured by the shares acquired.
A complete description of these plans will be included
in the company's proxy statement to be distributed in March
to all shareholders.
The St. Paul Companies is a group of companies
providing property-liability insurance products and services
worldwide.
