SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 31, 1997
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from _______________ to __________________
Commission filed number 0-3021
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Titan Holdings Service Corporation 401(k)
Plan (formerly known as Titan Holdings, Inc. 401(k) Plan)
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
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REQUIRED INFORMATION
The Titan Holdings Service Corporation 401(k) Plan (the "Plan") is
subject to the financial reporting requirements of Employee Retirement Income
Security Act of 1974 (ERISA). In accordance with Instruction E to Form 11-K, the
Plan financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA are filed in paper under cover of
Form SE.
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
23.1 Consent of Independent Auditors 5
23.2 Consent of Independent Accountants 5
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
Titan Holdings Service Corporation 401(k) Plan
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(Name of Plan)
Date: June 26, 1998 /s/ ROBERT MUELLER
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Name: Robert Mueller
Title: Chief Executive Officer
Titan Holdings Service Corporation
and Plan Administrator
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-50937) pertaining to the Titan Holdings Service Corporation 401(k)
Plan (Formerly Titan Holdings, Inc. 401(k) Plan) of our report dated June 26,
1998, with respect to the financial statements and schedules of the Titan
Holdings Service Corporation 401(k) Plan included in this Annual Report (Form
11-K) for the year ended December 31, 1997.
/s/ ERNST &YOUNG LLP
San Antonio, Texas
June 26, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
Trustees
Titan Holdings Service Corporation 401(k) Plan
We consent to the incorporation by reference in Registration Statement Form S-8
(333-50937) dated April 24, 1998, of The St. Paul Companies, Inc. of our report
dated October 1, 1997, relating to the statement of net assets available for
plan benefits of the Titan Holdings Service Corporation 401(k) Plan (Formerly
Titan Holdings, Inc. 401(k) Plan) (the "Plan") as of December 31, 1996, and the
related statement of changes in net assets available for plan benefits for the
year then ended, which report appears in the December 31, 1997 annual report on
Form 11-K of the Plan.
/s/ KPMG PEAT MARWICK LLP
San Antonio
June 25, 1998
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