<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
---------------------------
Date of Report (Date of earliest
event reported): September 30, 1999
THE ST. PAUL COMPANIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 0-3021 41-0518860
- ------------------- --------------------- --------------------
(State of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
385 Washington St., St. Paul, MN 55102
- -------------------------------- -----------
(Address of principal (Zip Code)
executive offices)
(651) 310-7911
----------------------------------
(Registrant's telephone number,
including area code)
N/A
- ------------------------------------------------------------
(Former name or former address, if changed since last
report)
<PAGE>
ITEM 1. Not applicable.
--------------
ITEM 2. Acquisition or Disposition of Assets.
------------------------------------
On September 30, 1999, St. Paul Fire and Marine Insurance
Company ("Fire & Marine"), a Minnesota insurance corporation and
a wholly owned subsidiary of The St. Paul Companies, Inc. ("St.
Paul"), completed the disposition of substantially all of St.
Paul's United States standard personal lines insurance business
(the "SPPI Business") pursuant to, and in accordance with, the
Stock and Asset Purchase Agreement dated as of July 12, 1999,
between Fire & Marine and Metropolitan Property and Casualty
Insurance Company, a Rhode Island insurance corporation ("Met
P&C), as amended by Amendment No. 1 to the Stock and Asset
Purchase Agreement entered into between Fire & Marine and Met
P&C, dated as of September 30, 1999. The Stock and Asset
Purchase Agreement referred to above as amended by such Amendment
No. 1 is hereafter referred to as the "Purchase Agreement."
Pursuant to the Purchase Agreement and as a result of
the sale of the SPPI Business, Met P&C acquired:
1) all of the issued and outstanding shares of
common stock of Economy Fire & Casualty Company
("Economy") and, indirectly, of Economy's two
wholly owned subsidiaries, Economy Preferred
Insurance Company and Economy Premier Assurance
Company; and
2) subject to specified exceptions, all of Fire &
Marine's rights to and interests in the United
States standard personal lines insurance policies
issued by Fire and Marine and certain of its other
subsidiaries together with other assets principally
utilized in the SPPI Business by Fire & Marine and
such subsidiaries.
In consideration of the sale to it of the SPPI
Business, Met P&C paid to Fire & Marine a net purchase price
on September 30, 1999. The net purchase price represented
an amount equal to the sum of $310,000,000 and the statutory
book value of Economy (including its two subsidiaries) at
June 30, 1999, adjusted to reflect, among other things,
dividends paid by Economy to Fire & Marine subsequent to
June 30, 1999, and certain adjustments to the Economy loss
reserves for the quarter ended September 30, 1999.
Additionally, the net purchase price was reduced by the
unearned premium reserve for the non-Economy SPPI Business
which was transferred to Met P&C by way of a reinsurance
agreement which took effect on October 1, 1999.
<PAGE>
Pursuant to the terms of the Purchase Agreement, this
net purchase price consideration is subject to a post-
closing adjustment based on the difference between the
amount paid by Met P&C in respect of the adjusted statutory
capital and surplus of Economy and the sum of:
1) the value of Economy's statutory capital and
surplus as at September 30, 1999; and
2) the difference between the market value of the
invested assets held by Economy and its two
subsidiaries as of September 30, 1999 and the
adjusted statutory book value of such assets.
ITEMS 3-6. Not applicable.
--------------
ITEM 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
-----------------------------------------
Pursuant to Item 7 (b) (2) of Form 8-K, pro forma
financial statements have not been included with this
report. St. Paul anticipates that it will file the pro
forma financial statements required by Form 8-K in its
Quarterly report on Form 10-Q for the quarterly period ended
September 30, 1999, but in any event on or prior to the time
such pro forma financial statements are required to be filed
under Form 8-K.
c) Exhibits.
See Exhibit Index attached hereto and incorporated
herein.
ITEM 8. Not applicable.
--------------
<PAGE>
SIGNATURES
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 hereunto duly
authorized.
THE ST. PAUL COMPANIES, INC.
By /s/ Bruce A. Backberg
------------------------
Bruce A. Backberg
Senior Vice President - Legal Services
Date: October 12, 1999
<PAGE>
EXHIBIT INDEX
Exhibit How
Number Filed
------- -----
2.1 Stock and Asset Purchase Agreement (1)
between St. Paul Fire and Marine
Insurance Company and Metropolitan
Property and Casualty Insurance Company,
dated as of July 12, 1999 (previously
filed as Exhibit (2) (i) to The St.
Paul's Quarterly report on Form 10-Q for the
quarterly period ended June 30, 1999,
and incorporated by reference herein).
2.2 Amendment No. 1 to Stock and Asset P
Purchase Agreement between St. Paul
Fire and Marine Insurance Company and
Metropolitan Property and Casualty
Insurance Company, dated as of
September 30, 1999. Filed herewith.
(1) Incorporated by reference.
P Filed on paper under cover of Form SE.
