<PAGE>
REGISTRATION NO. 333-67139
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-06465
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THE ST. PAUL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
MINNESOTA 41-0518860
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
</TABLE>
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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BRUCE A. BACKBERG
SENIOR VICE PRESIDENT AND CHIEF LEGAL COUNSEL
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET, ST. PAUL, MINNESOTA 55102
(651) 310-7916
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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WITH A COPY TO:
DONALD R. CRAWSHAW
SULLIVAN & CROMWELL
125 Broad Street
New York, New York 10004
(212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(2) PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE(3)
<S> <C> <C> <C> <C>
Debt securities................. $440,000,000 100% $440,000,000 $122,320
</TABLE>
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
(2) Or, if any debt securities are issued at original issue discount, such
greater principal amount as shall result in an aggregate initial offering
price of $440,000,000. Any offering of debt securities denominated in any
foreign currency or foreign currency unit will be treated as the equivalent
in U.S. dollars based on the exchange rate prevailing at the time of the
purchase of such debt securities.
(3) Previously paid.
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THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT, ALSO
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
333-06465, WHICH WAS DECLARED EFFECTIVE ON AUGUST 6, 1996. SUCH POST-EFFECTIVE
AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS
OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH SECTION 8(c) OF THE
SECURITIES ACT OF 1933. PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933,
THE PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT ALSO CONSTITUTES A
PROSPECTUS FOR REGISTRATION STATEMENT NO. 333-06465; THE $10,000,000 OF DEBT
SECURITIES REMAINING UNSOLD FROM REGISTRATION STATEMENT NO. 333-06465 WILL BE
COMBINED WITH THE $440,000,000 AGGREGATE AMOUNT OF DEBT SECURITIES TO BE
REGISTERED PURSUANT TO THIS REGISTRATION STATEMENT TO ENABLE THE ST. PAUL
COMPANIES, INC. TO OFFER AN AGGREGATE AMOUNT OF $450,000,000 OF DEBT SECURITIES
PURSUANT TO THE COMBINED PROSPECTUS.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
$450,000,000
THE ST. PAUL COMPANIES, INC.
Debt Securities
-----------
The St. Paul Companies, Inc. may from time to time issue up to $450,000,000
aggregate principal amount of debt securities. The accompanying prospectus
supplement will specify the terms of the securities.
The St. Paul Companies, Inc. may sell these securities to or through
underwriters, and also to other purchasers or through agents. Goldman, Sachs &
Co. and J.P. Morgan Securities Inc. may be among such underwriters or agents.
The names of the underwriters or agents will be set forth in the accompanying
prospectus supplement.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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GOLDMAN, SACHS & CO. J.P. MORGAN & CO.
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Prospectus dated January 20, 1999.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the debt securities described in this prospectus in one
or more offerings up to a total dollar amount of $450,000,000. This prospectus
provides you with a general description of the debt securities we may offer.
Each time we sell debt securities, we will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"WHERE YOU CAN FIND MORE INFORMATION" on pages 13 and 14.
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THE ST. PAUL
The St. Paul Companies, Inc. is a management company principally engaged in
property-liability insurance and reinsurance underwriting. We also have a
presence in the life insurance industry through our ownership of Fidelity and
Guaranty Life Insurance Company and in the asset management-investment banking
industry through our majority ownership of The John Nuveen Company. As a
management company, we oversee the operations of our subsidiaries and provide
them with capital and management and administrative services. On April 24, 1998,
we completed our merger with USF&G Corporation in a tax-free exchange of stock
accounted for as a pooling of interests. At December 31, 1998, we and our
subsidiaries employed approximately 12,500 persons. In 1997, insurance and
reinsurance underwriting accounted for approximately 93% of consolidated
revenues, life insurance accounted for approximately 4% of consolidated
revenues, and asset management-investment banking operations accounted for
approximately 3% of consolidated revenues.
Our principal and registered executive offices are located at 385 Washington
Street, St. Paul, Minnesota 55102, and its telephone number is (651) 310-7911.
Our e-mail address is [email protected]. Unless the context otherwise indicates,
the term "The St. Paul", "we", "us" or "our" means The St. Paul Companies, Inc.
and its consolidated subsidiaries and gives effect to the merger with USF&G
Corporation.
RATIOS OF EARNINGS TO FIXED CHARGES OF THE COMPANY
Our consolidated ratios of earnings to fixed charges for the nine-month
periods ended September 30, 1997 and 1998 and for each of the fiscal years ended
December 31, 1993 through 1997 are as follows:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
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1998 1997 1997 1996 1995 1994 1993
- ----------- --------- --------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
* 11.98 12.45 8.84 7.91 3.27 7.08
</TABLE>
- ------------------
* The year-to-date 1998 loss is inadequate to cover "fixed charges" by $164.3
million.
Earnings consist of income before income taxes plus fixed charges, net of
capitalized interest. Fixed charges consist of interest expense before reduction
for capitalized interest and one-third of rental expense, which is considered to
be representative of an interest factor.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying prospectus supplement, the net
proceeds from the sale of the debt securities will be used for general corporate
purposes, which may include, among other things, working capital, capital
expenditures, the repurchase of shares of common stock, the repayment of
short-term borrowings or acquisitions.
3
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DESCRIPTION OF DEBT SECURITIES
WE MAY OFFER
As required by Federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called the
"indenture". The indenture is a contract, dated as of March 31, 1990, between us
and The Chase Manhattan Bank, which acts as trustee. The trustee has two main
roles. First, the trustee can enforce your rights against us if we default.
There are some limitations on the extent to which the trustee acts on your
behalf, described later on page 11 under "Remedies if an Event of Default
Occurs". Second, the trustee performs administrative duties for us, such as
sending you interest payments, transferring your debt securities to a new buyer
if you sell and sending you notices.
The indenture and its associated documents contain the full legal text of
the matters described in this section. The indenture and the debt securities are
governed by New York law. The indenture is an exhibit to our registration
statement. See "Where You Can Find More Information" on pages 13 and 14 for
information on how to obtain a copy.
We may issue as many distinct series of debt securities under the indenture
as we wish. This section summarizes all the material terms of the debt
securities that are common to all series (unless otherwise indicated in the
prospectus supplement relating to a particular series). Because this section is
a summary, it does not describe every aspect of the debt securities, and is
subject to and qualified in its entirety by reference to all the provisions of
the indenture, including definitions of certain terms used in the indenture. For
example, in this section we use capitalized words to signify defined terms that
have been given special meaning in the indenture. We describe the meaning for
only the more important terms. We also include references in parentheses to
certain sections of the indenture. Whenever we refer to particular sections or
defined terms of the indenture in this prospectus or in the prospectus
supplement, such sections or defined terms are incorporated by reference here or
in the prospectus supplement.
We may issue the debt securities as "Original Issue Discount Securities",
which will be offered and sold at a substantial discount below their stated
principal amount. (SECTION 101) The prospectus supplement relating to such
Original Issue Discount Securities will describe federal income tax consequences
and other special considerations applicable to them. The debt securities may
also be issued as indexed securities or securities denominated in foreign
currencies or currency units, as described in more details in the prospectus
supplement relating to any such particular debt securities. The prospectus
supplement relating to such debt securities will also describe any special
considerations and certain additional tax considerations applicable to such debt
securities.
In addition, the specific financial, legal and other terms of the debt
securities particular to your series are described in the prospectus supplement
relating to your series. Those terms may vary from the terms described here.
Thus, this summary also is subject to and qualified by reference to the
description of the particular terms of your series described in the prospectus
supplement. The prospectus supplement relating to your series of debt securities
is attached to the front of this prospectus.
LEGAL OWNERSHIP
"STREET NAME" AND OTHER INDIRECT HOLDERS
Investors who hold debt securities in accounts at banks or brokers will
generally not be recognized by us as legal Holders of debt securities. This is
called holding in "street name." Instead, we would recognize only the bank or
broker, or the financial institution the bank or broker uses to hold its debt
securities. These intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt securities, either
because they agree to do so in their customer agreements or because they are
legally required to. If you hold debt securities in "street name," you should
check with your own institution to find out:
- - How it handles securities payments and notices.
- - Whether it imposes fees or charges.
- - How its would handle voting if ever required.
- - Whether and how you can instruct it to send you debt securities registered in
your own
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name so you can be a direct Holder as described below.
- - How it would pursue rights under the debt securities if there were a default
or other event triggering the need for Holders to act to protect their
interests.
DIRECT HOLDERS
Our obligations, as well as the obligations of the trustee and those of any
third parties employed by us or the trustee, run only to Persons who are
registered as Holders of debt securities. As noted above, we do not have
obligations to you if you hold in "street name" or through other indirect means,
either because you choose to hold debt securities in that manner or because the
debt securities are issued in the form of "global securities" as described
below. For example, once we make payment to the registered Holder, we have no
further responsibility for the payment even if that Holder is legally required
to pass the payment along to you as a "street name" customer but does not do so.
GLOBAL SECURITIES
WHAT IS A GLOBAL SECURITY? A "global security" is a special type of
indirectly held security, as described above under " `Street Name' and Other
Indirect Holders". If we choose to issue debt securities in the form of global
securities, the ultimate beneficial owners can only be indirect holders. We do
this by requiring that the global security be registered in the name of a
financial institution we select and by requiring that the debt securities
included in the global security not be transferred to the name of any other
direct Holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct Holder of the global security
is called the "depositary". Any person wishing to own a debt security must do so
indirectly by virtue of an account with a broker, bank or other financial
institution that in turn has an account with the depositary. The prospectus
supplement indicates whether your series of debt securities will be issued only
in the form of global securities.
SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect
holder, an investor's rights relating to a global security will be governed by
the account rules of the investor's financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize
this type of investor as a Holder of debt securities and instead deal only with
the depositary that holds the global security.
An investor should be aware that if debt securities are issued only in the
form of global securities:
- - The investor cannot get debt securities registered in his or her own name.
- - The investor cannot receive physical certificates for his or her interest in
the debt securities.
- - The investor will be a "street name" holder and must look to his or her own
bank or broker for payments on the debt securities and protection of his or
her legal rights relating to the debt securities. See " `Street Name' and
Other Indirect Holders" on page 4 and this page.
- - The investor may not be able to sell interests in the debt securities to some
insurance companies and other institutions that are required by law to own
their securities in the form of physical certificates.
- - The depositary's policies will govern payments, transfers, exchange and other
matters relating to the investor's interest in the global security. We and the
trustee have no responsibility for any aspect of the depositary's actions or
for its records of ownership interests in the global security. We and the
trustee also do not supervise the depositary in any way.
- - The depositary will require that interests in a global security be purchased
or sold within its system using same-day funds for settlement.
SPECIAL SITUATIONS WHEN GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations described later, the global security will terminate and
interests in it will be exchanged for physical certificates representing debt
securities. After that exchange, the choice of whether to hold debt securities
directly or in "street name" will be up to the investor. Investors must consult
their own banks or brokers to find out how to have their interests in debt
5
<PAGE>
securities transferred to their own name, so that they will be direct Holders.
The rights of "street name" investors and direct Holders in the debt securities
have been previously described in the subsections entitled "'Street Name' and
Other Indirect Holders" on pages 4 and 5 and "Direct Holders" on page 5.
The special situations for termination of a global security are:
- - When the depositary notifies us that it is unwilling, unable or no longer
qualified to continue as depositary,
- - When we notify the trustee that we wish to terminate the global security, or
- - When an "Event of Default" on the debt securities has occurred and has not
been cured. (Defaults are discussed later under "Events of Default" on pages
10 and 11.)
The prospectus supplement may also list additional situations for terminating a
global security that would apply only to the particular series of debt
securities covered by the prospectus supplement. When a global security
terminates, the depositary (and not we or the trustee) is responsible for
deciding the names of the institutions that will be the initial direct Holders.
(SECTIONS 204 AND 305)
IN THE REMAINDER OF THIS DESCRIPTION "YOU" MEANS DIRECT HOLDERS AND NOT "STREET
NAME" OR OTHER INDIRECT HOLDERS OF DEBT SECURITIES. INDIRECT HOLDERS SHOULD READ
THE PREVIOUS SUBSECTION ON PAGES 4 AND 5 ENTITLED "'STREET NAME' AND OTHER
INDIRECT HOLDERS".
OVERVIEW OF REMAINDER OF THIS DESCRIPTION
The remainder of this description summarizes:
- - ADDITIONAL MECHANICS relevant to the debt securities under normal
circumstances, such as how you transfer ownership and where we make payments.
- - Your rights under several SPECIAL SITUATIONS, such as if we merge with another
company or if we want to change a term of the debt securities.
- - A covenant contained in the indenture, referred to here as"LIMITATION ON LIENS
AND OTHER ENCUMBRANCES ON VOTING STOCK OF DESIGNATED SUBSIDIARIES", about
certain business actions that we promise not to take. A particular series of
debt securities may have additional restrictive covenants.
- - Your rights if we DEFAULT or experience other financial difficulties.
- - OUR RELATIONSHIP WITH THE TRUSTEE.
ADDITIONAL MECHANICS
FORM, EXCHANGE AND TRANSFER
The debt securities will be issued:
- - only in fully registered form
- - without interest coupons
- - unless otherwise indicated in the prospectus supplement, in denominations that
are even multiples of $1,000. (SECTION 302)
You may have your debt securities broken into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. (SECTION
305) This is called an "exchange."
You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
Holders and transferring debt securities. We may change this appointment to
another entity or perform it ourselves. The entity performing the role of
maintaining the list of registered Holders is called the "security registrar."
It will also perform transfers. (SECTION 305)
You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The transfer or
exchange will only be made if the security registrar is satisfied with your
proof of ownership. (SECTION 305)
If we have designated additional transfer agents, they are named in the
prospectus supplement. We may cancel the designation of any particular transfer
agent. We may also approve a change in the office through which any transfer
agent acts. (SECTION 1002)
If the debt securities are redeemable and we redeem less than all of the
debt securities of a particular series, we may block the transfer or exchange of
debt securities during the period beginning 15 days before the day we mail the
notice of redemption and ending on
6
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the day of that mailing, in order to freeze the list of Holders to prepare the
mailing. We may also refuse to register transfers or exchanges of debt
securities selected for redemption, except that we will continue to permit
transfers and exchanges of the unredeemed portion of any debt security being
partially redeemed. (SECTION 305)
PAYMENT AND PAYING AGENTS
We will pay interest to you if you are a direct Holder listed in the
trustee's records at the close of business on a particular day in advance of
each due date for interest, even if you no longer own the debt security on the
interest due date. That particular day, usually about two weeks in advance of
the interest due date, is called the "regular record date" and is stated in the
prospectus supplement. (SECTION 307) Holders buying and selling debt securities
must work out between them how to compensate for the fact that we will pay all
the interest for an interest period to the one who is the registered Holder on
the regular record date. The most common manner is to adjust the sales price of
the debt securities to pro rate interest fairly between buyer and seller. This
pro rated interest amount is called "accrued interest".
We will pay interest, principal and any other money due on the debt
securities at the corporate trust office of the trustee in New York City.
(SECTION 1002) That office is currently located at 450 West 33rd Street, 15th
Floor, New York, New York 10001. You must make arrangements to have your
payments picked up at or wired from that office. We may also choose to pay
interest by mailing checks.
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS.
We may also arrange for additional payment offices, and may cancel or change
these offices, including our use of the trustee's corporate trust office. These
offices are called "paying agents". We may also choose to act as our own paying
agent. We must notify you of changes in the paying agents for any particular
series of debt securities. (SECTION 1002)
NOTICES
We and the trustee will send notices regarding the debt securities only to
direct Holders, using their addresses as listed in the trustee's records.
(SECTIONS 101 AND 106)
Regardless of who acts as paying agent, all money paid by us to a paying
agent that remains unclaimed at the end of one year after the amount is due to
direct Holders will be repaid to us. After that one-year period, you may look
only to us for payment and not to the trustee, any other paying agent or anyone
else. (SECTION 1003)
SPECIAL SITUATIONS
MERGERS AND SIMILAR EVENTS
We are generally permitted to consolidate or merge with another company or
firm. We are also permitted to sell or lease substantially all of our assets to
another firm, or to buy or lease substantially all of the assets of another
firm. However, we may not take any of these actions unless the following
conditions (among others) are met:
- - Where we merge out of existence or sell or lease substantially all our assets,
the other firm may not be organized under a foreign country's laws (that is,
it must be a corporation, partnership or trust organized under the laws of a
State or the District of Columbia or under federal law) and it must agree to
be legally responsible for the debt securities.
- - The merger, sale of assets or other transaction must not cause a default on
the debt securities, and we must not already be in default (unless the merger
or other transaction would cure the default). For purposes of this no-default
test, a default would include an Event of Default that has occurred and not
been cured. A default for this purpose would also include any event that would
be an Event of Default if the requirements for giving us notice of our default
or our default
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having to exist for a specific period of time were disregarded. (SECTION 801)
- - It is possible that the merger, sale of assets or other transaction would
cause some of our property to become subject to a mortgage or other legal
mechanism giving lenders preferential rights in that property over other
lenders or over our general creditors if we fail to pay them back. We have
promised to limit these preferential rights on "Voting Stock" of any
"Designated Subsidiaries", called "liens", as discussed later under
"Restrictive Covenants--Limitation on Liens and Other Encumbrances on Voting
Stock of Designated Subsidiaries". If a merger or other transaction would
create any liens on any such Voting Stock, we must comply with that
restrictive covenant. We would do this either by deciding that the liens were
permitted, or by following the requirements of the restrictive covenant to
grant an equivalent or higher-ranking lien on the same Voting Stock to you and
the other direct Holders of the debt securities.
MODIFICATION AND WAIVER
There are four types of changes we can make to the indenture and the debt
securities.
CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be
made to your debt securities without your specific approval. Following is a list
of those types of changes:
- - change the payment due date of the principal or interest on a debt security
stated in the debt security
- - reduce any amounts due on a debt security
- - reduce the amount of principal payable upon acceleration of the Maturity of a
debt security following a default
- - change the place or currency of payment on a debt security
- - impair your right to sue for payment
- - reduce the percentage of Holders of debt securities whose consent is needed to
modify or amend the indenture
- - reduce the percentage of Holders of debt securities whose consent is needed to
waive compliance with certain provisions of the indenture or to waive certain
defaults
- - modify any other aspect of the provisions dealing with modification and waiver
of the indenture (SECTION 902)
CHANGES REQUIRING A 66 2/3 VOTE. The second type of change to the indenture
and the debt securities is the kind that requires a vote in favor by Holders of
debt securities owning 66 2/3% of the principal amount of the particular series
affected. (SECTION 902) Most changes fall into this category, except for changes
noted above as requiring your specific approval, and, as noted below, waivers
requiring only a majority vote or changes not requiring approval.
CHANGES NOT REQUIRING APPROVAL. The third type of change does not require
any vote by Holders of debt securities. This type is limited to clarifications
and certain other changes that would not adversely affect Holders of the debt
securities. (SECTION 901)
CHANGES BY WAIVER REQUIRING A MAJORITY VOTE. Fourth, we need a vote by
Holders of debt securities owning a majority of the principal amount of the
particular series affected to obtain a waiver of certain of the restrictive
covenants, including the one described later under "Restrictive
Covenants--Limitation on Liens and Other Encumbrances on Voting Stock of
Designated Subsidiaries". (SECTION 1009) We also need such a majority vote to
obtain a waiver of any past default, except a payment default listed in the
first category described later under "Default and Related Matters-- Events of
Default". (SECTION 513)
FURTHER DETAILS CONCERNING VOTING. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:
- - For Original Issue Discount Securities, we will use the principal amount that
would be due and payable on the voting date if the maturity of the debt
securities were accelerated to that date because of a default.
- - For debt securities whose principal amount is not known (for example, because
it is based on an index), we will use a special rule for that debt security
described in the prospectus supplement.
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- - For debt securities denominated in one or more foreign currencies or currency
units, we will use the U.S. dollar equivalent.
Debt securities will not be considered "Outstanding", and therefore not
eligible to vote, if we have deposited or set aside in trust for you money for
their payment or redemption. (SECTION 107) Debt securities will also not be
eligible to vote if they have been fully defeased as described later on this and
next pages under "Full Defeasance". (SECTION 101)
We will generally be entitled to set any day as a record date for the
purpose of determining the Holders of Outstanding debt securities that are
entitled to vote or take other action under the indenture. (SECTION 301) In
certain limited circumstances, the trustee will be entitled to set a record date
for action by Holders.
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS
FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE
THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.
RESTRICTIVE COVENANTS
LIMITATION ON LIENS AND OTHER ENCUMBRANCES ON VOTING STOCK OF DESIGNATED
SUBSIDIARIES
Some of our property may be subject to a mortgage or other legal mechanism
that gives our lenders preferential rights in that property over other lenders
(including you and the other direct Holders of the debt securities) or over our
general creditors if we fail to pay them back. These preferential rights are
called "liens". In the indenture, we promise not to create, issue, assume, incur
or guarantee any indebtedness for borrowed money that is secured by a mortgage,
pledge, lien, security interest or other encumbrance on any "Voting Stock" of a
"Designated Subsidiary", unless we also secure all the debt securities that are
deemed "Outstanding" under the indenture equally with (or prior to) the
indebtedness being secured (together with, at our election, any of our or any
Designated Subsidiary's other indebtedness). (SECTION 1007) This promise does
not restrict our ability to sell or otherwise dispose of our interests in any
Designated Subsidiary.
As used here:
- - "Voting Stock" means all classes of stock (including any interest in such
stock) outstanding of a Designated Subsidiary that are normally entitled to
vote in elections of directors.
- - "Designated Subsidiary" means St. Paul Fire and Marine Insurance Company and
any of our other subsidiaries that has assets exceeding 20% of our
"Consolidated Assets". As of the date of this prospectus, St. Paul Fire and
Marine Insurance Company, USF&G Corporation and United States Fidelity and
Guaranty Company are the only subsidiaries satisfying this 20% test.
- - For purposes of applying the 20% test, the assets of a subsidiary and our
"Consolidated Assets" are both determined as of the last day of the most
recent calendar quarter ended at least 30 days prior to the date of the 20%
test and in accordance with generally accepted accounting principles as in
effect on the last day of such calendar quarter. (SECTION 1007)
DEFEASANCE
The following discussion of "full defeasance" and "covenant defeasance" will
be applicable to your series of debt securities only if we choose to have them
apply to that series. If we do so choose, we will state that in the prospectus
supplement. (SECTION 1301)
FULL DEFEASANCE. If there is a change in federal tax law, as described
below, we can legally release ourselves from any payment or other obligations on
the debt securities (called "full defeasance") if we put in place the following
other arrangements for you to be repaid:
- - We must deposit in trust for your benefit and the benefit of all other direct
Holders of the debt securities a combination of money and U.S. government or
U.S. government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on their
various due dates.
9
<PAGE>
- - There must be a change in current federal tax law or an IRS ruling that lets
us make the above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit and just repaid
the debt securities ourselves. (Under current federal tax law, the deposit and
our legal release from the debt securities would be treated as though we took
back your debt securities and gave you your share of the cash and notes or
bonds deposited in trust. In that event, you could recognize gain or loss on
the debt securities you give back to us.)
- - We must deliver to the trustee a legal opinion of our counsel confirming the
tax law change described above.
If we ever did accomplish full defeasance, as described above, you would
have to rely solely on the trust deposit for repayment on the debt securities.
You could not look to us for repayment in the unlikely event of any shortfall.
Conversely, the trust deposit would most likely be protected from claims of our
lenders and other creditors if we ever become bankrupt or insolvent. (SECTIONS
1302 AND 1304)
COVENANT DEFEASANCE. Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the debt securities. This is called "covenant defeasance". In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and securities set aside in trust to repay
the debt securities. In order to achieve covenant defeasance, we must do the
following:
- - We must deposit in trust for your benefit and the benefit of all other direct
Holders of the debt securities a combination of money and U.S. government or
U.S. government agency notes or bonds that will generate enough cash to make
interest, principal and any other payments on the debt securities on their
various due dates.
- - We must deliver to the trustee a legal opinion of our counsel confirming that
under current federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we did
not make the deposit and just repaid the debt securities ourselves.
If we accomplish covenant defeasance, the following provisions (among
others) of the indenture and the debt securities would no longer apply:
- - Our promises regarding conduct of our business previously described on page 9
under "Restrictive Covenants--Limitation on Liens and Other Encumbrances on
Voting Stock of Designated Subsidiaries", and any other covenants applicable
to the series of debt securities and described in the prospectus supplement.
- - The condition regarding the treatment of liens when we merge or engage in
similar transactions, as described on pages 7 and 8 under "Mergers and Similar
Events".
- - The Events of Default relating to breach of covenants and acceleration of the
maturity of other debt, described below under "What Is an Event of Default?"
If we accomplish covenant defeasance, you can still look to us for repayment
of the debt securities if there were a shortfall in the trust deposit. In fact,
if one of the remaining Events of Default occurred (such as our bankruptcy) and
the debt securities become immediately due and payable, there may be such a
shortfall. Depending on the event causing the default, you may not be able to
obtain payment of the shortfall. (SECTIONS 1303 AND 1304)
DEFAULT AND RELATED MATTERS
RANKING
The debt securities are not secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors. The debt securities are not subordinated to any of our
other debt obligations and therefore they rank equally with all our other
unsecured and unsubordinated indebtedness.
EVENTS OF DEFAULT
You will have special rights if an Event of Default occurs and is not cured,
as described later in this subsection.
WHAT IS AN EVENT OF DEFAULT? The term "Event of Default" means any of the
following:
10
<PAGE>
- - We do not pay the principal or any premium on a debt security on its due date.
- - We do not pay interest on a debt security within 30 days of its due date.
- - We do not deposit money into a separate custodial account (known as "sinking
fund") when such deposit is due, if we agree to maintain any such sinking
fund.
- - We remain in breach of the restrictive covenant described previously under
"Restrictive Covenants--Limitation on Liens and Other Encumbrances on Voting
Stock of Designated Subsidiaries" or any other term of the indenture for 60
days after we receive a notice of default stating we are in breach. The notice
must be sent by either the trustee or Holders of at least 25% of the principal
amount of debt securities of the affected series.
- - Other debt of ours totalling $10,000,000 or more defaults, our obligation to
repay it is accelerated by our lenders, and this repayment obligation remains
accelerated for 10 days after we receive a notice of default. The notice must
be sent by the trustee or Holders of at least 10% of the principal amount of
the debt securities of the affected series.
- - We file for bankruptcy or certain other events of bankruptcy, insolvency or
reorganization occur.
- - Any other Event of Default described in the prospectus supplement occurs.
(SECTION 501)
REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an Event of Default has occurred
and has not been cured, the trustee or the Holders of 25% in principal amount of
the debt securities of the affected series may declare the entire principal
amount of all the debt securities of that series to be due and immediately
payable. This is called a "declaration of acceleration of maturity." A
declaration of acceleration of maturity may be canceled by the Holders of at
least a majority in principal amount of the debt securities of the affected
series. (SECTION 502)
Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indenture at the request of
any Holders unless the Holders offer the trustee reasonable protection from
expenses and liability (called an "indemnity"). (SECTION 603) If reasonable
indemnity is provided, the Holders of a majority in principal amount of the
Outstanding debt securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. These majority Holders may also direct the
trustee in performing any other action under the indenture. (SECTION 512)
Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:
- - You must give the trustee written notice that an Event of Default has occurred
and remains uncured.
- - The Holders of 25% in principal amount of all Outstanding debt securities of
the relevant series must make a written request that the trustee take action
because of the default, and must offer reasonable indemnity to the trustee
against the cost and other liabilities of taking that action.
- - The trustee must have not received from Holders of a majority in principal
amount of the Outstanding debt securities of that series a direction
inconsistent with the written notice.
- - The trustee must have not taken action for 60 days after receipt of the above
notice and offer of indemnity. (SECTION 507)
However, you are entitled at any time to bring a law suit for the payment of
money due on your debt security on or after its due date. (SECTION 508)
"STREET NAME" AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR
BROKERS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST
OF THE TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION.
11
<PAGE>
We will furnish to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indenture and the debt securities, or else specifying any default. (SECTION
1008)
OUR RELATIONSHIP WITH THE TRUSTEE
The Chase Manhattan Bank, the trustee under the indenture, has a $36.5
million participation under a revolving credit agreement among us and certain
banks named in it providing for aggregate borrowing by the Company of a maximum
of $400 million, none of which was outstanding at December 31, 1998. In
addition, The Chase Manhattan Bank has a $50 million participation under a
revolving credit agreement among The John Nuveen Company, one of our
subsidiaries, and certain banks named in it providing for aggregate borrowing by
The John Nuveen Company of a maximum of $200 million, none of which was
outstanding at December 31, 1998.
PLAN OF DISTRIBUTION
The St. Paul may sell the debt securities through agents, underwriters or
dealers, or directly to one or more purchasers. Goldman, Sachs & Co. and J. P.
Morgan Securities Inc. may be among such agents or underwriters. Goldman, Sachs
& Co. performs various investment banking services for The St. Paul. In the
ordinary course of their respective businesses, J.P. Morgan Securities Inc. and
its affiliates have engaged, and may in the future engage, in commercial banking
and/or investment banking transactions with The St. Paul or its affiliates.
AGENTS
The St. Paul may designate agents who agree to use their reasonable efforts
to solicit purchases for the period of their appointment to sell debt securities
on a continuing basis.
UNDERWRITERS
If The St. Paul uses underwriters for a sale of debt securities, the debt
securities will be acquired by the underwriters for their own account. The
underwriters may resell the debt securities in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The obligations of the
underwriters to purchase the debt securities will be subject to certain
conditions. The underwriters will be obligated to purchase all the debt
securities of the series offered if any of the debt securities of that series
are purchased. Any initial public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may be changed from time to
time.
DIRECT SALES
The St. Paul may also sell debt securities directly to one or more
purchasers without using underwriters or agents.
Underwriters, dealers, and agents that participate in the distribution of
the debt securities may be underwriters as defined in the Securities Act of
1933, and any discounts or commissions they receive from The St. Paul and any
profit on their resale of the debt securities may be treated as underwriting
discounts and commissions under the Securities Act. Any underwriters, dealers or
agents will be identified and their compensation described in the applicable
prospectus supplement. The St. Paul may have agreements with the underwriters,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Securities Act. Underwriters, dealers and agents
may engage in transactions with or perform services for The St. Paul or its
subsidiaries in the ordinary course of their businesses.
VALIDITY OF DEBT SECURITIES
The validity of the debt securities will be passed upon for The St. Paul by
Bruce A. Backberg, Senior Vice President and Chief Legal Counsel of the Company,
and for the underwriters or agents, as the case may be, by
12
<PAGE>
Sullivan & Cromwell, New York, New York. Mr. Backberg may rely as to matters of
New York law upon the opinion of Sullivan & Cromwell, and Sullivan & Cromwell
may rely as to matters of Minnesota law upon the opinion of Mr. Backberg. As of
November 30, 1998, Mr. Backberg owned, directly and indirectly, 16,900 shares of
The St. Paul's common stock, 858.65 shares of The St. Paul's Series B
Convertible Preferred Stock and exercisable options to purchase 110,882
additional shares of The St. Paul's common stock. Sullivan & Cromwell have from
time to time rendered certain legal services to The St. Paul.
EXPERTS
The combination of The St. Paul and its subsidiaries and USF&G Corporation
and its subsidiaries is reflected in the supplemental consolidated balance
sheets as of December 31, 1997 and 1996, and the related supplemental
consolidated statements of income, shareholders' equity, comprehensive income
and cash flows for each of the years in the three-year period ended December 31,
1997, which appear in The St. Paul's Current Report on Form 8-K filed on October
6, 1998 (USF&G Corporation's financial statements were not presented separately
in this Current Report), have been incorporated herein by reference in reliance
upon the reports of KPMG Peat Marwick LLP and Ernst & Young LLP, independent
certified public accountants, incorporated herein by reference, and upon the
authority of said firms as experts in accounting and auditing. The historical
consolidated financial statements of The St. Paul and its subsidiaries and the
related financial statement schedules, as of December 31, 1997 and 1996, and for
each of the years in the three-year period ended December 31, 1997, which appear
or are incorporated by reference in The St. Paul's Current Report on Form 8-K
filed on February 26, 1998 and in The St. Paul's Annual Report on Form 10-K for
the year ended December 31, 1997, prior to their restatement for the pooling-
of-interests with USF&G Corporation, have been incorporated herein by reference
in reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, incorporated herein by reference, and upon the authority of
said firm as experts in accounting and auditing. The consolidated statements of
financial condition of USF&G Corporation and its subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, which appear in The St. Paul's Current Report on
Form 8-K filed on April 24, 1998, have been audited by Ernst & Young LLP,
independent certified public accountants, as stated in their report thereon
dated February 20, 1998 and incorporated herein by reference. Such financial
statements have been incorporated herein by reference in reliance upon the
report given upon the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities.
- Annual Report on Form 10-K for the year ended December 31, 1997;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
13
<PAGE>
June 30, 1998 and September 30, 1998; and
- Current Reports on Form 8-K, filed with the SEC on January 21, January 27,
February 26, April 24, April 28, May 7, May 14, May 26, June 10, July 9,
August 5, August 21, October 6, October 13 and November 3, 1998, and
January 6, 1999.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Corporate Secretary
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these debt securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C> <C>
SEC registration fee........................................... $ 122,320
Accountants' fees and expenses................................. 40,500
Attorneys' fees and expenses................................... 130,000
Printing and engraving expenses................................ 60,000
Fees and expenses of trustee................................... 3,000
Rating agencies' fees.......................................... 250,000
Miscellaneous.................................................. 5,000
-
---------
Total........................................................ $ 610,820
-
-
---------
---------
</TABLE>
- --------------
* All fees and expenses other than the SEC registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The St. Paul is subject to Minnesota Statutes, Chapter 302A. Minnesota
Statutes, Section 302A.521, provides that a corporation shall indemnify any
person made or threatened to be made a party to a proceeding by reason of the
former or present official capacity (as defined) of such person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation, or, in the case of acts or omissions in such
person's official capacity for other affiliated organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
The Bylaws of The St. Paul provide that, subject to the limitations of the
next sentence, it will indemnify and make permitted advances to a person made or
threatened to be made a party to a proceeding by reason of his former or present
official capacity against judgments, penalties, fines (including without
limitation excise taxes assessed against the person with respect to an employee
benefit plan), settlements and reasonable expenses (including without limitation
attorneys' fees and disbursements) incurred by him in connection with the
proceeding in the manner and to the fullest extent permitted or required by
Section 302A.521. Notwithstanding the foregoing, The St. Paul will neither
indemnify nor make advances under Section 302A.521 to any person who at the time
of the occurrence or omission claimed to have given rise to the matter which is
the subject of the proceeding only had an agency relationship to The St. Paul
and was not at that time an officer, director or employee thereof unless such
person and The St. Paul were at that time parties to a written contract for
indemnification or advances with respect to such matter or unless the board
specifically authorizes such indemnification or advances.
The St. Paul has directors' and officers' liability insurance policies, with
coverage of up to $150 million, subject to various deductibles and exclusions
from coverage.
II-1
<PAGE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS (CONTINUED)
In the Underwriting Agreement the underwriters will agree to indemnify,
under certain conditions, The St. Paul, its directors, certain of its officers
and persons who control The St. Paul within the meaning of the Securities Act of
1933, against certain liabilities.
ITEM 16. EXHIBITS
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement and Pricing Agreement. (1)
4.1 Indenture, dated as of March 31, 1990, between The St. Paul and The Chase Manhattan
Bank, as Trustee. (1)
5.1 Opinion and consent of Bruce A. Backberg, Esq.(2)
5.2 Opinion and Consent of Sullivan & Cromwell.(2)
12.1 Statement re computation of ratios.(2)
23.1 Consent of KPMG Peat Marwick LLP.(2)
23.2 Consent of Ernst & Young LLP.(2)
23.3 Consent of Bruce A. Backberg, Esq. (included as part of Exhibit 5.1).
23.4 Consent of Sullivan & Cromwell (included as part of Exhibit 5.2).
24.1 Powers of attorney from officers and directors of The St. Paul signing by an
attorney-in-fact.(2)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended,
of The Chase Manhattan Bank.
</TABLE>
- --------------
(1) Incorporated by reference to the same numbered Exhibit to The St. Paul
Registration Statement on Form S-3, No. 33-50115.
(2) Previously filed.
ITEM 17. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) 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;
(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 (a)(i) and (a)(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 by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(b) 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.
II-2
<PAGE>
ITEM 17. UNDERTAKINGS (CONTINUED)
(c) 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.
2. 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 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions described
under Item 15 above, or otherwise, 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 Act 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
against the Registrant 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.
II-3
<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-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Paul and State of
Minnesota, on the 20th day of January, 1999.
By: /s/ BRUCE A. BACKBERG
-----------------------------------
Bruce A. Backberg, Esq.
SENIOR VICE PRESIDENT AND
CHIEF LEGAL COUNSEL
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on January 20, 1999 by the
following persons in the capacities indicated:
SIGNATURE TITLE
- --------------------------------------------- -------------------------
/s/ DOUGLAS W. LEATHERDALE Director, Chairman of the
------------------------------------------- Board, President and
Douglas W. Leatherdale Chief Executive Officer
*
------------------------------------------- Director and Vice
Norman P. Blake Chairman of the Board
*
------------------------------------------- Director
H. Furlong Baldwin
*
------------------------------------------- Director
Michael R. Bonsignore
*
------------------------------------------- Director
John H. Dasburg
*
------------------------------------------- Director
W. John Driscoll
*
------------------------------------------- Director
Kenneth M. Duberstein
II-4
<PAGE>
SIGNATURE TITLE
- --------------------------------------------- -------------------------
*
------------------------------------------- Director
Pierson M. Grieve
*
------------------------------------------- Director
Thomas R. Hodgson
*
------------------------------------------- Director
David G. John
*
------------------------------------------- Director
William H. Kling
*
------------------------------------------- Director
Bruce K. MacLaury
*
------------------------------------------- Director
Glen D. Nelson, M.D.
*
------------------------------------------- Director
Anita M. Pampusch
*
------------------------------------------- Director
Gordon M. Sprenger
/s/ PAUL J. LISKA Executive Vice President
------------------------------------------- and
Paul J. Liska Chief Financial Officer
Senior Vice President and
/s/ THOMAS A. BRADLEY Corporate Controller
------------------------------------------- (Principal Accounting
Thomas A. Bradley Officer)
*By: /S/ SANDRA ULSAKER WIESE
--------------------------------------
Sandra Ulsaker Wiese, ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S> <C>
1.1 Form of Underwriting Agreement and Pricing Agreement(1)
4.1 Indenture, dated as of March 31, 1990, between The St. Paul and The Chase
Manhattan Bank, as Trustee(1)
5.1 Opinion and consent of Bruce A. Backberg, Esq.(2)
5.2 Opinion and consent of Sullivan & Cromwell(2)
12.1 Statement re computation of ratios (2)
23.1 Consent of KPMG Peat Marwick LLP(2)
23.2 Consent of Ernst & Young LLP(2)
23.3 Consent of Bruce A. Backberg, Esq. (included as part of Exhibit 5.1)
23.4 Consent of Sullivan & Cromwell (included as part of Exhibit 5.2)
24.1 Powers of attorney from officers and directors of The St. Paul signing by an
attorney-in-fact (2)
25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank
</TABLE>
- --------------
(1) Incorporated by reference to the same numbered Exhibit to The St. Paul's
Registration Statement on Form S-3, No. 33-50115.
(2) Previously filed.
<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
-------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
-------------------------------
THE ST. PAUL COMPANIES, INC.
(Exact name of obligor as specified in its charter)
MINNESOTA 41-0518860
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(Address of principal executive offices) (Zip Code)
-------------------------------
DEBT SECURITIES
(Title of the indenture securities)
-------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
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<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 7TH day of JANUARY, 1999.
THE CHASE MANHATTAN BANK
By /s/ Joanne Adamis
------------------------------
Joanne Adamis
Second Vice President
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<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1998, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .................................................... $ 11,951
Interest-bearing balances ............................................ 4,551
Securities: ..............................................................
Held to maturity securities................................................ 1,740
Available for sale securities.............................................. 48,537
Federal funds sold and securities purchased under
agreements to resell ................................................. 29,730
Loans and lease financing receivables:
Loans and leases, net of unearned income $127,379
Less: Allowance for loan and lease losses 2,719
Less: Allocated transfer risk reserve ......... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ............................................... 124,660
Trading Assets ............................................................ 51,549
Premises and fixed assets (including capitalized
leases)............................................................... 3,009
Other real estate owned ................................................... 272
Investments in unconsolidated subsidiaries and
associated companies.................................................. 300
Customers' liability to this bank on acceptances
outstanding .......................................................... 1,329
Intangible assets ......................................................... 1,429
Other assets .............................................................. 13,563
---------
TOTAL ASSETS .............................................................. $ 292,620
=========
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<PAGE>
LIABILITIES
Deposits
In domestic offices .................................................. $98,760
Noninterest-bearing ............................... $39,071
Interest-bearing .................................. 59,689
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ............................................... 75,403
Noninterest-bearing ............................... $ 3,877
Interest-bearing .................................. 71,526
Federal funds purchased and securities sold under agree-
ments to repurchase ....................................................... 34,471
Demand notes issued to the U.S. Treasury .................................. 1,000
Trading liabilities ....................................................... 41,589
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less ........................ 3,781
With a remaining maturity of more than one year .
through three years............................................ 213
With a remaining maturity of more than three years.................. 104
Bank's liability on acceptances executed and outstanding................... 1,329
Subordinated notes and debentures ......................................... 5,408
Other liabilities ......................................................... 12,041
TOTAL LIABILITIES ......................................................... 274,099
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus.............................. 0
Common stock .............................................................. 1,211
Surplus (exclude all surplus related to preferred stock).................. 10,441
Undivided profits and capital reserves .................................... 6,287
Net unrealized holding gains (losses)
on available-for-sale securities .......................................... 566
Cumulative foreign currency translation adjustments ....................... 16
TOTAL EQUITY CAPITAL ...................................................... 18,521
______
TOTAL LIABILITIES AND EQUITY CAPITAL ...................................... $292,620
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
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