<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Select Comfort Corporation
--------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
81616X 10 3
--------------
(CUSIP Number)
Bruce A. Backberg
Senior Vice President
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7916
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2000
-----------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /
Page 1 of 11
<PAGE>
CUSIP NO. 81616X 10 3 SCHEDULE 13D Page 2 of 11
<TABLE>
<S><C>
- ---------------------------- -----------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
The St. Paul Companies, Inc.
- ---------------------------- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) / / (b) / /
- ---------------------------- -----------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------- -----------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ---------------------------- -----------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) / /
- ---------------------------- -----------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota corporation
- ---------------------------- ---------------------- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
---------------------- ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,704,512 (see Item 5)
EACH
---------------------- ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
---------------------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER 5,704,512
(see Item 5)
- ---------------------------- -----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,704,512 (see Item 5)
- ---------------------------- -----------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
Not Applicable
- ---------------------------- -----------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.3%
- ---------------------------- -----------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC, IC and CO
- ---------------------------- -----------------------------------------------------------------------------------------
</TABLE>
Page 2 of 11
<PAGE>
CUSIP NO. 81616X 10 3 SCHEDULE 13D Page 3 of 11
<TABLE>
<S><C>
- ---------------------------- -----------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
St. Paul Fire and Marine Insurance Company
- ---------------------------- -----------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not Applicable (a) / / (b) / /
- ---------------------------- -----------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------- -----------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
- ---------------------------- -----------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) / /
- ---------------------------- -----------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota corporation
- ---------------------------- ---------------------- ------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
---------------------- ------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,704,512 (see Item 5)
EACH
---------------------- ------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
---------------------- ------------------------------------------------------------------
10 SHARED DISPOSITIVE
POWER 5,704,512
(see Item 5)
- ---------------------------- -----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 5,704,512 (see Item 5)
- ---------------------------- -----------------------------------------------------------------------------------------
12 CHECK BOX If THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
Not Applicable
- ---------------------------- -----------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.3%
- ---------------------------- -----------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IC and CO
- ---------------------------- -----------------------------------------------------------------------------------------
</TABLE>
Page 3 of 11
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the common stock, par
value $.01 per share (the "Common Stock"), of Select Comfort Corporation, a
Minnesota corporation ("Select Comfort"). The address of the principal
executive offices of Select Comfort is 10400 Viking Drive, Suite 400, Eden
Prairie, Minnesota 55344.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by and on behalf of The St. Paul
Companies, Inc. ("The St. Paul") and St. Paul Fire and Marine Insurance
Company ("F&M"). The St. Paul and F&M are sometimes collectively referred to
herein as the "Reporting Persons."
(b) The principal business address of each of the Reporting Persons
is 385 Washington Street, St. Paul, Minnesota 55102.
(c) Each of the Reporting Persons is a Minnesota corporation and is
principally engaged in the insurance business.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, United States federal or
state securities laws or finding any violation with respect to such laws.
(f) Not applicable
Information called for by Items 2-6 of this Schedule 13D concerning
the directors and executive officers of each of the Reporting Persons is set
forth in Exhibit 1 attached hereto and incorporated herein by this reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On March 17, 2000, St. Paul Venture Capital V, LLC ("SPVC V"), a
subsidiary of each of the Reporting Persons, purchased in an open market
brokerage transaction 100,000 shares of Common Stock of Select Comfort at a
purchase price of $6.43 per share (including brokers' commissions), an
aggregate purchase price of $642,500. Corporate funds of SPVC V were used to
purchase the 100,000 shares.
Since February 28, 2000, SPVC V has purchased in open market
brokerage transactions an aggregate of 392,500 shares of Common Stock of
Select Comfort for an aggregate purchase price of $2,055,969. Corporate funds
of SPVC V were used to purchase all of these shares.
No funds used to purchase any of the shares of Common Stock reported
on this statement were borrowed.
Page 4 of 11
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
On March 17, 2000, SPVC V purchased in an open market brokerage
transaction 100,000 shares of Common Stock of Select Comfort at a purchase
price of $6.43 per share (including brokers' commissions), an aggregate
purchase price of $642,500. Corporate funds of SPVC V were used to purchase
the 100,000 shares.
Since February 28, 2000, SPVC V has purchased in open market
brokerage transactions an aggregate of 392,500 shares of Common Stock of
Select Comfort for an aggregate purchase price of $2,055,969. Corporate funds
of SPVC V were used to purchase all of these shares.
No funds used to purchase any of the shares of Common Stock reported
on this statement were borrowed.
The Reporting Persons or their affiliates may from time to time
purchase shares of Common Stock, either in brokerage transactions, in the
over-the-counter market or in privately negotiated transactions. Any decision
to increase their holdings in Select Comfort will depend, however, on
numerous factors, including without limitation the price of the shares of
Common Stock, the terms and conditions relating to their purchase and sale
and the prospects and profitability of Select Comfort, and general economic
conditions and stock and money market conditions. At any time, the Reporting
Persons may also determine to dispose of some or all of the Common Stock,
depending on various similar considerations.
Except as otherwise provided in this Item 4 and other than as to
matters that Patrick A. Hopf, as Chairman of the Board of Select Comfort, may
consider and discuss with other Select Comfort officers and board members
from time to time, none of the Reporting Persons or any of their affiliates
has any present plans or proposals which relate to or would result in:
- the acquisition by any person of additional securities of
Select Comfort or the disposition of securities of Select
Comfort;
- an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Select Comfort;
- a sale or transfer of a material amount of assets of Select
Comfort;
- any change in the present board of directors or management of
Select Comfort, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
- any material change in the present capitalization or dividend
policy of Select Comfort;
- any other material change in Select Comfort's business or
corporate structure;
- changes in Select Comfort's certificate of incorporation,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of Select Comfort
by any person;
Page 5 of 11
<PAGE>
- causing a class of securities of Select Comfort to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
- a class of equity securities of Select Comfort becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or
- any action similar to any of those listed above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 1. Amount beneficially owned: As of March 17, 2000, each of the
Reporting Persons may be deemed to have owned beneficially 5,704,512 shares
of Common Stock of the Issuer. F&M is a wholly owned subsidiary of The St.
Paul. F&M is the 99% owner of St. Paul Venture Capital IV, LLC ("SPVC IV")
and St. Paul Venture Capital V, LLC ("SPVC V"). F&M is the record owner of
4,806,022 shares of Common Stock and 59,769 shares of Common Stock issuable
upon exercise of outstanding warrants which are exercisable within 60 days.
F&M also beneficially owns, through its 99% ownership interest in SPVC IV,
321,017 shares of Common Stock and 9,954 shares of Common Stock issuable upon
exercise of outstanding warrants and options which are exercisable within 60
days. In addition, F&M beneficially owns, through its 99% ownership interest
in SPVC V, 392,500 shares of Common Stock and 115,250 shares of Common Stock
issuable upon exercise of outstanding options which are exercisable within 60
days. By virtue of the affiliate relationships between the Reporting Persons,
each Reporting Person may be deemed to own beneficially all of the shares
described in this Schedule 13D. Hence, each Reporting Person may be deemed to
beneficially own 5,704,512 shares of the Common Stock of Select Comfort.
2. Percent of class: The St. Paul: 31.3% and F&M: 31.3%. The
foregoing percentages are calculated based on the 18,037,043 shares of Common
Stock reported to be outstanding by the Issuer on its most recently filed
quarterly report on Form 10-Q for the quarter ended October 2, 1999.
(b) Number of shares as to which each of the Reporting Persons has:
(i) Sole power to vote or to direct the vote.......... 0
(ii) Shared power to vote or to direct the vote........ 5,704,512
(iii) Sole power to dispose or to direct the disposition
of................................................ 0
(iv) Shared power to dispose or to direct the disposition
of................................................ 5,704,512
(c) During the past 60 days, SPVC V has purchased the following
number of shares of Common Stock in open market brokerage transactions for
the prices per share (including brokerage commissions) and on the dates
indicated below:
Page 6 of 11
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------ ------------------------------- -------------------------------
DATE NUMBER OF SHARES PRICE PER SHARE
------------------------------------------ ------------------------------- -------------------------------
<S> <C> <C>
February 28, 2000 150,000 $4.30
------------------------------------------ ------------------------------- -------------------------------
February 29, 2000 62,500 $5.13
------------------------------------------ ------------------------------- -------------------------------
March 1, 2000 15,000 $5.50
------------------------------------------ ------------------------------- -------------------------------
March 9, 2000 40,000 $5.56
------------------------------------------ ------------------------------- -------------------------------
March 10, 2000 15,000 $5.63
------------------------------------------ ------------------------------- -------------------------------
March 13, 2000 10,000 $5.88
------------------------------------------ ------------------------------- -------------------------------
March 17, 2000 100,000 $6.43
------------------------------------------ ------------------------------- -------------------------------
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In connection with previous financings, Select Comfort has granted
F&M warrants to purchase 59,769 shares of Common Stock and SPVC IV warrants
to purchase 7,954 shares of Common Stock. Forms of these warrants are
attached as exhibits to this Schedule 13D and are incorporated herein by this
reference. In addition, Patrick A. Hopf, Chairman of the Board of Select
Comfort and President of St. Paul Venture Capital, Inc., which is the Manager
of SPVC IV and SPVC V, has transferred to SPVC IV options to purchase 5,000
shares of Common Stock (2,000 shares of which are currently exercisable or
exercisable within 60 days of March 17, 2000) and to SPVC V options to
purchase 364,000 shares of Common Stock (115,250 shares of which are
currently exercisable or exercisable within 60 days of March 17, 2000), which
options Mr. Hopf received from Select Comfort as compensation for his
director and officer services. Forms of these options are attached as
exhibits to this Schedule 13D and are incorporated herein by this reference.
Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this Schedule 13D, and any amendment or amendments hereto, a copy
of which has been filed as Exhibit 2 to this Schedule 13D and is incorporated
herein by this reference.
Except as described herein and in Exhibit 1 to this Schedule 13D,
there are no contracts, arrangements, understandings or relationships among
the persons named in Item 2 or between the Reporting Persons and any other
person with respect to any securities of Select Comfort.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Information concerning directors and executive officers
of The St. Paul Companies, Inc. and Fire and Marine
Insurance Company
Exhibit 2 Agreement between The St. Paul Companies, Inc. and Fire
and Marine Insurance Company
Page 7 of 11
<PAGE>
Exhibit 3 Form of Warrant issued in connection with the sale of
Convertible Preferred Stock, Series E
Exhibit 4 Form of Warrant issued in connection with the November
1996 Bridge Financing
Exhibit 5 Amended and Restated Registration Rights Agreement
dated December 28, 1995
Exhibit 6 First Amendment to Series E Stock Purchase Agreement
and Amended and Restated Registration Rights Agreement
dated April 25, 1996
Exhibit 7 Second Amendment to Amended and Restated Registration
Rights Agreement dated as of November 1, 1996
Exhibit 8 Second (sic) Amendment to Amended and Restated
Registration Rights Agreement dated March 24, 1997
Exhibit 9 Form of Performance Based Stock Option Agreement under
the 1997 Stock Incentive Plan
Page 8 of 11
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 27, 2000
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
---------------------------------------
Bruce A. Backberg
Its: Senior Vice President
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By: /s/ Bruce A. Backberg
---------------------------------------
Bruce A. Backberg
Its: Senior Vice President
Page 9 of 11
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Method of Filing
---------- ----------- ----------------
<S> <C> <C>
1 Information concerning directors and executive officers of The Filed herewith.
St. Paul Companies, Inc. and Fire and Marine Insurance Company......
2 Agreement between The St. Paul Companies, Inc. and Fire and Filed herewith.
Marine Insurance Company............................................
3 Form of Warrant issued in connection with the sale of Convertible Incorporated by reference to
Preferred Stock, Series E.......................................... Exhibit 4.2 contained in Select
Comfort's Registration Statement
on Form S-1, as amended (File
No. 333-62793)
4 Form of Warrant issued in connection with the November 1996 Bridge Incorporated by reference to
Financing.......................................................... Exhibit 4.3 contained in Select
Comfort's Registration Statement
on Form S-1, as amended (File
No. 333-62793)
5 Amended and Restated Registration Rights Agreement dated Incorporated by reference to
December 28, 1995.................................................. Exhibit 4.4 contained in Select
Comfort's Registration Statement
on Form S-1, as amended (File
No. 333-62793)
6 First Amendment to Series E Stock Purchase Agreement and Incorporated by reference to
Amended and Restated Registration Exhibit 4.5 contained in
Rights Agreement dated April 25, 1996.............................. Select Comfort's Registration
Statement on Form S-1, as amended
(File No. 333-62793)
7 Second Amendment to Amended and Restated Registration Rights Incorporated by reference to
Agreement dated as of November 1, 1996............................. Exhibit 4.6 contained in Select
Comfort's Registration Statement
on Form S-1, as amended (File
No. 333-62793)
Page 10 of 11
<PAGE>
8 Second (sic) Amendment to Amended and Restated Registration Rights Incorporated by reference to
Agreement dated March 24, 1997..................................... Exhibit 4.7 contained in Select
Comfort's Registration Statement
on Form S-1, as amended (File
No. 333-62793)
9 Form of Performance Based Stock Option Agreement under the 1997 Incorporated by reference to
Stock Incentive Plan............................................... Exhibit 10.17 contained in
Select Comfort's Registration
Statement on Form S-1, as
amended (File No. 333-62793)
</TABLE>
Page 11 of 11
<PAGE>
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF
THE ST. PAUL COMPANIES, INC. AND
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
The names and present principal occupations of the directors and executive
officers of The St. Paul Companies, Inc. and St. Paul Fire and Marine Insurance
Company are set forth below. During the last five years, none of the
individuals has been convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to any civil proceeding
of a judicial or administrative body as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding violations with respect to such laws. All of the individuals listed
below are citizens of the United States except Douglas West Leatherdale, who is
a citizen of Canada, and David John, who is a citizen of the United Kingdom.
THE ST. PAUL COMPANIES, INC.
<TABLE>
<CAPTION>
DESCRIPTION OF ANY
CONTRACT,
ARRANGEMENT,
SHARES OF UNDERSTANDING OR
SELECT RELATIONSHIP WITH
PRESENT PRINCIPAL COMFORT RESPECT TO ANY
POSITION WITH OCCUPATION OR BENEFICIALLY SECURITIES OF
NAME THE ST. PAUL EMPLOYMENT BUSINESS ADDRESS OWNED SELECT COMFORT
- ------------------- -------------- ------------------ -------------------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
H. Furlong Baldwin Director Chairman, Mercantile 0 None
President and Bankshares
Chief Executive Corporation
Officer , 2 Hopkins Plaza
Mercantile Baltimore, MD 21201
Bankshares
Corporation
Michael Robert Director Chief Executive Honeywell, Inc. 0 None
Bonsignore Officer, 101 Columbia Road
Honeywell, Inc. Morristown, NJ
07962
John H. Dasburg Director President and Northwest Airlines, 0 None
Chief Executive Inc.
Officer, 5101 Northwest
Northwest Drive
Airlines, Inc. St. Paul, MN 55111-
3034
W. John Driscoll Director Former Chairman Rock Island Company 0 None
and Chief Execute 332 Minnesota St.
Officer, Rock Suite 2090
Island Company St. Paul, MN 55101-
1308
Kenneth Marc Director Chairman and The Duberstein 0 None
Duberstein Chief Executive Group
Officer, The 2100 Pennsylvania
Duberstein Group Ave. NW, Suite 500
Washington, DC
20037
Pierson MacDonald Director Retired Chairman 4900 IDS Center 0 None
Grieve and Chief 80 South 8th Street
Executive Minneapolis, MN
Officer, Ecolab, 55402
Inc.
James Eric President, President, Chief 385 Washington 0 None
Gustafson Chief Operating Operating Officer Street
Officer and and Director of St. Paul, MN 55102
Director The St. Paul
Thomas R. Hodgson Director Former President 225 E. Deerpath 0 None
<PAGE>
<S> <C> <C> <C> <C> <C>
and Chief Suite 222
Operating Lake Forest, IL
Officer, Abbott 60045
Laboratories
Sir David G. John, Director Chairman, The BOC The BOC Group 0 None
KCMG Group PLC Chertsey Road
Windlesham
Surrey GU20 6HG
England
William Hugh Kling Director President, Minnesota Public 1000 None
Minnesota Public Radio
Radio, President, 45 E. 7th Street
Minnesota St. Paul, MN 55101
Communications
Group and
President,
Greenspring
Company
Douglas West Chairman, CEO Chairman, CEO and 385 Washington 0 None
Leatherdale and Director Director of The Street
St. Paul St. Paul, MN 55102
Bruce King Director President 5109 Yuma Place, NW 0 None
MacLaury Emeritus, The Washington, DC
Brookings 20016
Institution
Glen D. Nelson Director Vice Chairman, Medtronic, Inc. 0 None
Medtronic, Inc. 7000 Central Avenue
NE
Minneapolis, MN
55432
Anita Marie Director President, The The Bush Foundation 0 None
Pampusch Bush Foundation E-900 First
National Bank
Building
332 Minnesota
Street
St. Paul, MN 55101
Gordon M. Sprenger Director President and Allina Health 0 None
Chief Executive Systems, Inc.
Officer, Allina P.O. Box 9310
Health Systems, Minneapolis, MN
Inc. 55440-9310
Bruce Allen Sr. Vice Sr. Vice 385 Washington 0 None
Backberg President-Legal President-Legal Street
Services Services of The St. Paul, MN 55102
St. Paul
Karen L. Himle Sr. Vice Sr. Vice 385 Washington 0 None
President- President- Street
Corporate Corporate Affairs St. Paul, MN 55102
Affairs of The St. Paul
Thomas Andrew Sr. Vice Sr. Vice 385 Washington 0 None
Bradley President- President- Street
Corporate Corporate St. Paul, MN 55102
Controller Controller of The
St. Paul
Laura L. Gagnon Vice President- Vice President- 385 Washington 0 None
Finance & Finance & Street
Investor Investor St. Paul, MN 55102
Relations Relations of The
St. Paul
Paul James Liska Executive Vice Executive Vice 385 Washington 0 None
President and President and Street
Chief Financial Chief Financial St. Paul, MN 55102
Officer Officer of The
St. Paul
<PAGE>
John A. MacColl Executive Vice Executive Vice 385 Washington 0 None
President and President and Street
General Counsel General Counsel St. Paul, MN 55102
of The St. Paul
David Nachbar Sr. Vice Sr. Vice 385 Washington 0 None
President-Human President-Human Street
Resources Resources of The St. Paul, MN 55102
St. Paul
Mark Lindell Pabst Sr. Vice Sr. Vice St. Paul Syndicate 0 None
President President of The Management
St. Paul
<S> <C> <C> <C> <C> <C>
60 Gracechurch
Street
London EC3V 0HR
England
Sandra Ulsaker Corporate Corporate 385 Washington 0 None
Wiese Secretary Secretary of The Street
St. Paul St. Paul, MN 55102
</TABLE>
<PAGE>
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
<TABLE>
<CAPTION>
DESCRIPTION OF ANY
CONTRACT,
ARRANGEMENT,
SHARES OF UNDERSTANDING OR
SELECT RELATIONSHIP WITH
PRESENT PRINCIPAL COMFORT RESPECT TO ANY
POSITION WITH OCCUPATION OR BENEFICIALLY SECURITIES OF
NAME F&M EMPLOYMENT BUSINESS ADDRESS OWNED SELECT COMFORT
- ------------------- --------------- ----------------- ------------------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
Bruce Allen Sr. Vice Sr. Vice 385 Washington 0 None
Backberg President-Legal President-Legal Street
Services Services of F&M St. Paul, MN 55102
Thomas Andrew Sr. Vice Sr. Vice 385 Washington 0 None
Bradley President- President- Street
Finance & Finance & St. Paul, MN 55102
Corporate Corporate
Planning & Planning &
Development Development of
F&M
Michael James Executive Vice Executive Vice 385 Washington 0 None
Conroy President, President, Chief Street
Chief Administrative St. Paul, MN 55102
Administrative Officer and
Officer and Director of F&M
Director
James Francis Sr. Vice Sr. Vice St. Paul Re, Inc. 0 None
Duffy President President of F&M 195 Broadway
New York, NY 10007
James Eric President, President, Chief 385 Washington 0 None
Gustafson Chief Operating Operating Officer Street
Officer and and Director of St. Paul, MN 55102
Director F&M
Karen L. Himle Sr. Vice Sr. Vice 385 Washington 0 None
President- President- Street
Corporate Corporate Affairs St. Paul, MN 55102
Affairs of F&M
Robert Jule Sr. Vice Sr. Vice 385 Washington 0 None
Lamendola President President of F&M Street
St. Paul, MN 55102
Douglas West Chairman, Chief Chairman, Chief 385 Washington 0 None
Leatherdale Executive Executive Officer Street
Officer and and Director of St. Paul, MN 55102
Director F&M
Stephen Wright Executive Vice Executive Vice 385 Washington 600 None
Lilienthal President and President and Street
Director Director of F&M St. Paul, MN 55102
Paul James Liska Executive Vice Executive Vice 385 Washington 0 None
President, President, Chief Street
Chief Financial Financial Officer St. Paul, MN 55102
Officer and and Director of
Director F&M
John A. MacColl Executive Vice Executive Vice 385 Washington 0 None
President and President and Street
General Counsel General Counsel St. Paul, MN 55102
of F&M
T. Michael Miller Sr. Vice Sr. Vice 385 Washington 0 None
President- President-Global Street
Global Products, and St. Paul, MN 55102
Products, and Director of F&M
Director
<PAGE>
Janet Ranjala Sr. Vice Sr. Vice 385 Washington 0 None
Nelson President- President-Special Street
Special Assistant to the St. Paul, MN 55102
Assistant to President of F&M
the President
<S> <C> <C> <C> <C> <C>
Mark Lindell Pabst Executive Vice Executive Vice St. Paul Syndicate 0 None
President President of F&M Management
60 Gracechurch
Street
London EC3V 0HR
England
Kent D. Urness Sr. Vice Sr. Vice 385 Washington 0 None
President- President-Global Street
Global Products Products and St. Paul, MN 55102
and Director Director of F&M
Sandra Ulsaker Corporate Corporate 385 Washington 0 None
Wiese Secretary, Secretary, Street
Assistant Vice Assistant Vice St. Paul, MN 55102
President-Legal President-Legal
Services Services of F&M
</TABLE>
<PAGE>
EXHIBIT 2
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required on Schedule 13D need be filed with respect to ownership
by each of the undersigned of shares of Common Stock of Select Comfort
Corporation.
This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original.
Dated: March 27, 2000
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
--------------------------------
Bruce A. Backberg
Its: Senior Vice President
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By: /s/ Bruce A. Backberg
-------------------------------
Bruce A. Backberg
Its: Senior Vice President
