SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-3021
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ X ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For the period ended: December 31, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the the notification relates: Information required
to be reported by June 29, 1998 on Form 11-K for the Victoria Financial
Corporation 401(k) Plan
Part I. Registrant Information
Full Name Of Registrant: The St. Paul Companies, Inc.
Former Name If Applicable
Address of Principal Executive office: 385 Washington Street
City, State and Zip Code: St. Paul, Minnesota 55102
Part II. Rule 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)
The financial statements for the Victoria Financial Corporation 401(k) could
not be completed and audited by June 29, 1998 due to differences in the
accounting records of the Trustee and the Plan Administrator that served as the
basis for preparing the financial statements.
Part IV. Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Bruce Backberg. (612) 310-7916
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ ] Yes [ X ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
THE ST. PAUL COMPANIES, INC.
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date June 26, 1998 By: /s/ BRUCE BACKBERG
--------------------------
Name: Bruce Backberg
Title: Senior Vice President and
Chief Legal Counsel
