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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE ST. PAUL COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
MINNESOTA 41-0518860
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
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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
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. /X/ 333-67139
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
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PROPOSED MAXIMUM PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt securities................. $50,000,000 100% $50,000,000 $13,200
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(1) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both as promulgated under the Securities Act
of 1933, as amended. The contents of the Registration Statement on Form S-3
(File No. 333-67139) filed by The St. Paul Companies, Inc. with the Securities
and Exchange Commission on March 30, 2000, as amended, which was declared
effective by the Commission on March 30, 2000, including the exhibits thereto,
are incorporated herein by reference.
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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 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 12th day of
April, 2000.
By: /s/ BRUCE A. BACKBERG
-----------------------------------
Bruce A. Backberg, Esq.
SENIOR VICE PRESIDENT
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 12, 2000 by the following
persons in the capacities indicated:
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SIGNATURE TITLE
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<C> <S>
/s/ DOUGLAS W. LEATHERDALE
------------------------------------------- Director, Chairman of the Board, and Chief
Douglas W. Leatherdale Executive Officer
*
------------------------------------------- Director
H. Furlong Baldwin
-------------------------------------------
Michael R. Bonsignore Director
*
------------------------------------------- Director
John H. Dasburg
-------------------------------------------
W. John Driscoll Director
*
------------------------------------------- Director
Kenneth M. Duberstein
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<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
-------------------------------------------
Pierson M. Grieve Director
*
------------------------------------------- Director, President and Chief Operating
James E. Gustafson Officer
*
------------------------------------------- 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
-------------------------------------------
Gordon M. Sprenger Director
/s/ PAUL J. LISKA
------------------------------------------- Executive Vice President and
Paul J. Liska Chief Financial Officer
/s/ THOMAS A. BRADLEY Senior Vice President--Finance and Corporate
------------------------------------------- Planning and Development
Thomas A. Bradley (Principal Accounting Officer)
*By: /S/ SANDRA ULSAKER WIESE
--------------------------------------
Sandra Ulsaker Wiese, ATTORNEY-IN-FACT
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EXHIBIT INDEX
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EXHIBIT
NO.
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5.1 Opinion and consent of Bruce A. Backberg, Esq.
5.2 Opinion and consent of Sullivan & Cromwell.
23.1 Consent of KPMG LLP.
23.2 Consent of Ernst & Young LLP.
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.
</TABLE>
<PAGE>
EXHIBIT 5.1
OPINION AND CONSENT
April 12, 2000
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of $50,000,000 aggregate principal amount of debt securities (the
"Securities") of The St. Paul Companies, Inc., a Minnesota corporation (the
"Company"), I, as Senior Vice President of the Company, have examined such
corporate records, certificates and other documents, and such questions of law,
as I have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion:
The Company has been duly incorporated and is validly existing under the
laws of the State of Minnesota.
When the registration statement relating to the Securities has become
effective under the Act, the use of the Indenture relating to the Securities has
been duly authorized by the Company, the terms of the Securities and of their
issuance and sale have been duly established by all necessary corporate action
in conformity with the Indenture so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company, and the
Securities have been duly executed and authenticated in accordance with the
Indenture and issued and sold as contemplated in the Registration Statement, the
Securities will constitute valid and legally binding obligations of the Company,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equitable principles.
I note that, as of the date of this opinion, a judgement for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the States of New York and Minnesota, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction. With respect to
all matters of New York Law, I have relied upon the opinion, dated the date
hereof, of Sullivan & Cromwell, and my opinion is subject to the same
assumptions, qualifications and limitations with respect to such matters as are
contained in such opinion of Sullivan & Cromwell.
Also, I have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by me to be
responsible, and I have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee thereunder, an assumption which I have not
independently verified.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to file under the heading "Validity
of Debt Securities" in the Prospectus. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/S/ BRUCE A. BACKBERG
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BRUCE A. BACKBERG
SENIOR VICE PRESIDENT
<PAGE>
Exhibit 5.2
Opinion and Consent
April 12, 2000
The St. Paul Companies, Inc.,
385 Washington Street,
St. Paul, Minnesota 55102
Dear Sirs:
In connection with the registration under the Securities Act of 1933 (the
"Act") of $50,000,000 aggregate principal amount of debt securities (the
"Securities") of The St. Paul Companies, Inc., a Minnesota corporation (the
"Company"), we, as your special counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, when
the Registration Statement has become effective under the Act, the use of the
Indenture relating to the Securities has been duly authorized by the Company,
the terms of the Securities and of their issuance and sale have been duly
established by all necessary corporate action in conformity with the Indenture
so as not to violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and the Securities have been duly executed and
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate conversion of the foreign currency or currency unit in which a particular
Security is denominated into United States dollars will depend upon various
factors, including which court renders the judgement. In the case of a Security
denominated in a foreign currency, a state court in the State of New York
rendering a judgement on such Security would be required under Section 27 of the
New York Judiciary Law to render such judgement in the foreign currency in which
the Security is denominated, and such judgement would be converted into United
States dollars at the exchange rate prevailing on the date of entry of the
judgement.
The foregoing opinion is limited to the Federal laws of the United States
and the laws of the States of New York and Minnesota and we are expressing no
opinion as to the effect of the laws of any other jurisdiction. With respect to
all matters of Minnesota law, we have relied upon the opinion, dated April 12,
2000, of Bruce A. Backberg, Senior Vice President of the Company, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in such opinion of Mr. Backberg.
Also, with your approval, we have relied as to certain matters on
information obtained from public officials, officers of the Company and other
sources believed by us to be responsible, and we have assumed that the Indenture
has been duly authorized, executed and delivered by the Trustee thereunder,
assumptions which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Debt Securities" in the Prospectus. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ SULLIVAN & CROMWELL
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
The St. Paul Companies, Inc.:
We consent to the use of our reports incorporated herein by reference in the
Registration Statement on Form S-3 of The St. Paul Companies, Inc. The
consolidated financial statements and financial statement schedules for the year
ended December 31, 1997 have been restated to reflect the pooling of interests
with the USF&G Corporation. Our reports state the consolidated financial
statements and financial statement schedules of USF&G Corporation which
statements reflect total revenues constituting 34 percent for the year ended
December 31, 1997 of the related consolidated totals were audited by other
auditors whose reports have been furnished to us, and our opinions, insofar as
they relate to the amounts included for USF&G Corporation, for the year ended
December 31, 1997, are based solely on the reports of such other auditors.
/s/ KPMG LLP
Minneapolis, MN
April 12, 2000
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated February 20, 1998, with respect to
the consolidated financial statements and schedules of USF&G Corporation as of,
and for each of the years in the two year period ended December 31, 1997 (these
financial statements and schedules are not presented herein) included as
Schedule VII in The St. Paul Companies, Inc.'s Annual Report (Form 10-K) for the
year ended December 31, 1998 incorporated by reference in this Registration
Statement on Form S-3 of The St. Paul Companies, Inc. We consent to the use of
our report dated February 20, 1998, with respect to the consolidated financial
statements and schedules of USF&G Corporation as of, and for the year ended
December 31, 1997 (these financial statements and schedules are not presented
herein) included as Schedule VII in The St. Paul Companies, Inc.'s Annual Report
(Form 10-K) for the year ended December 31, 1999 incorporated by reference in
this Registration Statement on Form S-3 of The St. Paul Companies, Inc.
/s/ Ernst & Young LLP
Baltimore, Maryland
April 12, 2000
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a director of
The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), does
hereby make, nominate and appoint Sandy Ulsaker Wiese to be his or her
attorney-in-fact, with full power and authority to sign on his or her behalf a
Registration Statement on Form S-3 for the registration of debt securities of
The St. Paul pursuant to Rule 462(b) under the Securities Act of 1933, under the
authority granted by the Board of Directors of The St. Paul at its April 12,
2000 meeting, to be filed by The St. Paul with the Securities and Exchange
Commission, and any and all post-effective amendments thereto, and to file the
same, with all exhibits thereto and all other documents in connection therewith,
with the Securities and Exchange Commission, provided that the Registration
Statement and any post-effective amendments thereto, in their final form, are
reviewed by said attorney-in-fact, and shall have the same force and effect as
though each of the undersigned had manually signed such Registration Statement
or amendments.
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<S> <C>
Date: April 12, 2000
Signature:
------------------------------------------
Name: Douglas W. Leatherdale
Signature: /s/ H. FURLONG BALDWIN
------------------------------------------
Name: H. Furlong Baldwin
Signature:
------------------------------------------
Name: Michael R. Bonsignore
Signature: /s/ JOHN H. DASBURG
------------------------------------------
Name: John H. Dasburg
Signature:
------------------------------------------
Name: W. John Driscoll
Signature: /s/ KENNETH M. DUBERSTEIN
------------------------------------------
Name: Kenneth M. Duberstein
Signature:
------------------------------------------
Name: Pierson M. Grieve
Signature: /s/ JAMES E. GUSTAFSON
------------------------------------------
Name: James E. Gustafson
Signature: /s/ THOMAS R. HODGSON
------------------------------------------
Name: Thomas R. Hodgson
Signature: /s/ DAVID G. JOHN
------------------------------------------
Name: David G. John
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<PAGE>
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<S> <C>
Signature: /s/ WILLIAM H. KLING
------------------------------------------
Name: William H. Kling
Signature: /s/ BRUCE K. MACLAURY
------------------------------------------
Name: Bruce K. MacLaury
Signature: /s/ GLEN D. NELSON, M.D.
------------------------------------------
Name: Glen D. Nelson, M.D.
Signature: /s/ ANITA M. PAMPUSCH
------------------------------------------
Name: Anita M. Pampusch
Signature:
------------------------------------------
Name: Gordon M. Sprenger
</TABLE>
