<PAGE>
As filed with the Securities and Exchange Commission on July 14, 2000
Registration Statement No. 333-50937
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
___________________________________
The St. Paul Companies, Inc.
(Exact name of registrant 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, including zip code, of principal executive offices)
St. Paul Specialty Auto Group 401(k) Plan,
formerly known as
Titan Holdings, Inc. 401(k) Plan
(Full title of the plan)
Bruce A. Backberg, Esq.
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102
(651) 310-7911
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
DEREGISTRATION OF SECURITIES
Pursuant to the Registration Statement on Form S-8,
Registration Number 333-50937 (the "Registration Statement"),
filed on April 24, 1998, to which this Post-Effective Amendment
No. 1 relates, The St. Paul Companies, Inc. (the "Registrant")
registered 30,000 shares of common stock, no par value, including
the associated Preferred Share Purchase Rights (the "Shares"),
and an indeterminate amount of interests in the St. Paul Specialty
Auto Group 401(k) Plan, formerly known as the Titan Holdings,
Inc. 401(k) Plan (the "Plan").
<PAGE>
On May 1, 2000, the Registrant completed the sale of all of
the issued and outstanding capital stock of THI Holdings
(Delaware), Inc. (generally the successor to Titan Holdings,
Inc., and the parent company of Titan Holdings Services
Corporation), a Delaware corporation ("THI"), to The Prudential
Insurance Company of America, a New Jersey mutual life insurance
company ("Prudential"), pursuant to a Stock Purchase Agreement,
dated as of December 30, 1999, between United States Fidelity and
Guaranty Company, a Maryland insurance corporation and a
wholly-owned subsidiary of the Registrant, and Prudential.
This Post-Effective Amendment No. 1 deregisters all unissued
Shares that were registered by the Registration Statement and all
interests remaining to be issued under the Plan.
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-8 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Ramsey,
State of Minnesota, on the 14th day of July, 2000.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
----------------------
Bruce A. Backberg
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement
has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Douglas W. Leatherdale Chief Executive Officer July 14, 2000
---------------------- and Director (Principal
(Douglas W. Leatherdale) Executive Officer)
/s/ Paul J. Liska Executive Vice July 14, 2000
------------- President and Chief
(Paul J. Liska) Financial Officer
(Principal Financial
Officer)
<PAGE>
/s/ Thomas A. Bradley Senior Vice July 14, 2000
----------------- President-Finance
(Thomas A. Bradley) (Principal Accounting
Officer)
/s/ John H. Dasburg*
---------------- Director July 14, 2000
(John H. Dasburg)
/s/ W. John Driscoll*
----------------- Director July 14, 2000
(W. John Driscoll)
/s/ Pierson M. Grieve*
------------------ Director July 14, 2000
(Pierson M. Grieve)
/s/ Thomas R. Hodgson*
------------------ Director July 14, 2000
(Thomas R. Hodgson)
/s/ David G. John*
-------------- Director July 14, 2000
(David G. John)
/s/ William H. Kling*
----------------- Director July 14, 2000
(William H. Kling)
/s/ Bruce K. MacLaury*
------------------ Director July 14, 2000
(Bruce K. MacLaury)
/s/ Glen D. Nelson*
--------------- Director July 14, 2000
(Glen D. Nelson)
/s/ Anita M. Pampusch*
------------------ Director July 14, 2000
(Anita M. Pampusch)
/s/ Gordon M. Sprenger*
------------------- Director July 14, 2000
(Gordon M. Sprenger)
<PAGE>
* by /s/ Bruce A. Backberg
--------------------
Bruce A. Backberg
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 14th day of July,
2000.
ST. PAUL SPECIALTY AUTO GROUP 401(k) PLAN
By: /s/ Joseph Metz
---------------
Joseph Metz
Vice President
Titan Holdings Services Corporation
Plan Administrator
EXHIBIT INDEX
Exhibit Description
Number --------------
-------
24 Power of Attorney (Originally
filed with, and incorporated by reference
from, the Registration Statement on Form S-8
of the Registrant, filed on April 24, 1998)
