<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 11-K
X Annual Report Pursuant to Section 15(d) of the
--- Securities Exchange Act of 1934 (Fee Required)
or
Transition Report Pursuant to Section 15(d) of
--- the Securities Exchange Act of 1934(no fee required)
for the transition period from to .
--------- ----------
For the fiscal year ended December 31, 1999
Commission file number 0-3021
------------------------------
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL MINNESOTA 55102
(Full title of the Plan and address of the Plan)
------------------------------
THE ST. PAUL COMPANIES, INC.
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(Name and address of principal executive
offices of the issuer of the securities)
-------------------------------
<PAGE>
REQUIRED INFORMATION
--------------------
The St. Paul Companies, Inc. Savings Plus Plan (the "Plan") is subject
to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and for purposes of satisfying the
requirements of Form 11-K has included for filing herewith the Plan
financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA.
Financial Statements and Schedules Page
---------------------------------- ----
Independent Auditors' Report . . . . . . . . . . . 3
Statements of Net Assets Available
for Plan Benefits . . . . . . . . . . . . . . . . 4
Statements of Changes in Net Assets
Available for Plan Benefits 5
Notes to Financial Statements . . . . . . . . . . . 6-14
Form 5500, Schedule H, Part 4i
Schedule of Assets Held for Investment Purposes . 15
<PAGE>
INDEPENDENT AUDITORS' REPORT
------------------------------
The Plan Administrative Committee and Plan Participants
The St. Paul Companies, Inc. Savings Plus Plan:
We have audited the accompanying statements of net assets
available for plan benefits of The St. Paul Companies, Inc.
Savings Plus Plan (the Plan) as of December 31, 1999 and 1998,
and the related statements of changes in net assets available for
plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's administrator.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of The St. Paul Companies, Inc.
Savings Plus Plan as of December 31, 1999 and 1998, and the
changes in the net assets available for plan benefits for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedule of assets held for investment purposes
is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's
administrator. The supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
--------
KPMG LLP
Minneapolis, Minnesota
June 2, 2000
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
1999 1998
------------ ------------
Assets:
Investments:
Common stock of The St.Paul
Companies, Inc. $ 76,240,708 * $ 68,022,546 *
Fidelity U.S. Bond Index Fund 83,914,534 * 88,915,578 *
Fidelity Puritan Fund 96,999,929 * 57,382,686 *
Fidelity U.S. Equity Index Pool 120,599,493 * 102,075,127 *
Fidelity Blue Chip Growth Fund 216,859,354 * 109,561,232 *
F&G Life Stable Interest Fund 38,811,736 * -
Fidelity Diversified International
Fund 26,960,985 * 12,265,902
Fidelity Retirement Money Market
Portfolio 22,125,891 17,173,757
Fidelity Equity-Income Fund 29,123,270 * 4,813,091
Franklin Small Cap Growth Fund I 26,228,507 * 4,951,288
Neuberger & Berman Genesis Fund 4,759,129 3,784,222
Participant loans 21,149,606 19,477,531 *
Short-term investments 3,307,755 833,735
------------ ------------
Total investments 767,080,897 489,256,695
Receivables:
Accrued dividends 595,056 487,492
Other 854,181 -
------------ ------------
Total assets 768,530,134 489,744,187
------------ ------------
Liabilities:
Forfeitures and other 432,822 237,247
------------ ------------
Total liabilities 432,822 237,247
------------ ------------
Net assets available for plan benefits $768,097,312 $489,506,940
============ ============
*Investment represents 5 percent or more of the Plan's net assets
available for plan benefits.
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 1999 and 1998
1999 1998
----------- -----------
Additions:
Additions to net assets attributed to:
Contributions:
Participating companies
(salary conversion) $38,853,018 $25,660,052
Investment income:
Interest 5,115,557 2,539,010
Dividends 29,152,843 19,018,426
Net appreciation in fair value
of investments 61,092,090 39,145,942
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Total investment income 95,360,490 60,703,378
Transfers from other plans 235,327,712 5,033,207
----------- -----------
Total additions 369,541,220 91,396,637
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Deductions:
Deductions from net assets attributed to:
Retirement and termination
distribution benefits and withdrawals:
Paid to participants in cash 88,147,941 33,051,432
Common stock distributed,
at market value 2,488,832 1,098,336
Forfeitures 205,260 14,019
Administrative expenses 108,815 76,233
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Total deductions 90,950,848 34,240,020
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Net increase 278,590,372 57,156,617
Net assets available for plan benefits:
Beginning of year 489,506,940 432,350,323
----------- -----------
End of year $768,097,312 $489,506,940
=========== ===========
See accompanying notes to financial statements.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
Note 1 Description of the Plan
General Provisions
------------------
The St. Paul Companies, Inc. Savings Plus Plan (the Plan) is a
defined contribution plan which provides retirement and other
benefits to eligible employees of participating companies. The
St. Paul Companies, Inc. (the Company) and its subsidiaries,
St. Paul Fire and Marine Insurance Company, St. Paul
Reinsurance Management Corporation and Fidelity and Guaranty
Life Insurance Company (F&G Life) currently participate in the
Plan. The Company has appointed the Administrative Committee
as the Plan administrator and the Benefit Plans Investment
Committee to which the Company has delegated authority over the
management and control of the assets of the Plan (including the
designation of investment funds). Fidelity Management Trust
Company is the trustee for the trust maintained in connection
with the Plan.
The following brief description of the Plan is provided for
general information purposes. Participants should refer to the
Plan document and the employee benefits program manual for more
complete information.
Participation, Vesting and Forfeitures
--------------------------------------
All employees of participating companies, as defined by the
Plan, are eligible to participate immediately upon employment.
Participants are 100% vested in their contributions and related
earnings. Participants become vested in pre-1999 Company
contributions at the rate of 20% after two years of service,
increasing 20% per year of additional service and are 100%
vested after six years of service. Participants are
immediately vested in post-1998 Company contributions.
Nonvested Company contributions are forfeited by terminating
participants. Forfeitures can be used to restore accounts, pay
Plan administrative expenses or offset Company contributions or
salary conversion contributions. Upon termination of the Plan
or change in control of the Company, participant account
balances would vest in full.
Merger
------
On April 24, 1998, the Company completed a merger with the
USF&G Corporation and, effective after the close of business on
Dec. 31, 1998, the USF&G Corporation Capital Accumulation Plan,
with net assets of approximately $229.5 million was merged into
the Plan.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 1999 and 1998
Note 1 Description of the Plan (continued)
Contributions
-------------
Participants elect to have their employer make salary
conversion (pretax) contributions to the Plan on their behalf
under Section 401(k) of the Internal Revenue Code. Salary
conversion contributions are currently limited to 15% of
employees' annual base salary to an annual maximum of $10,000.
Participating companies make matching contributions of one
dollar for every dollar of participant salary conversion
contributions up to 4% of their base salary. This matching
contribution is made in the form of The St. Paul Companies,
Inc. Preferred Stock and is invested in The St. Paul Companies,
Inc. Stock Ownership Plan.
In 1994, 1995 and 1996, employees who did not participate in
the Company's stock ownership plan were eligible for a Company
supplemental match contribution of $1.00 for every dollar of
salary conversion contributions up to 6% of salary. The
supplemental match contribution was made to the Plan annually
after Dec. 31, for those participants employed on that date.
Beginning Jan. 1, 1997 all eligible employees participated in
the Company's stock ownership plan, and supplemental match
contributions were discontinued. Nonvested Company
contributions are forfeited by terminating participants.
Investment Funds
----------------
The Plan currently calls for the maintenance of eleven separate
investment funds as described below:
St. Paul Common Stock Fund
--------------------------
The St. Paul Common Stock Fund is invested in shares of common
stock of The St. Paul Companies, Inc., up to a maximum of 10%
of the Company's outstanding common stock.
F&G Life Stable Interest Fund
-----------------------------
The F&G Life Stable Interest Fund, first available in 1999, is
invested in an investment contract with Fidelity & Guaranty
Life Insurance Company which preserves principal and also
provides a fixed interest rate which is determined each year.
Neither principal nor interest under this contract is
guaranteed or insured by the U.S. Government.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 1999 and 1998
Note 1 Description of the Plan (continued)
Investment Funds (continued)
----------------------------
Fidelity U.S. Bond Index Fund
-----------------------------
The Fidelity U.S. Bond Index Fund is an income mutual fund
which invests in investment-grade debt securities with
maturities of at least one year, including U.S. Treasury and
U.S. government securities, corporate bonds, asset-backed and
morgtage-backed securities and U.S. dollar-denominated foreign
securities.
Fidelity Puritan Fund
---------------------
The Fidelity Puritan Fund is a balanced mutual fund which
invests in high-yielding U.S. and foreign securities, including
those in emerging markets which may involve additional risks,
common and preferred stocks, and bonds of any quality or
maturity.
Fidelity U.S. Equity Index Commingled Pool
------------------------------------------
The Fidelity U.S. Equity Index Commingled Pool is a commingled
pool, managed by Fidelity Management Trust Company, which
invests primarily in common stocks and attempts to match the
investment performance of the Standard & Poor's 500 Composite
Stock Index (S&P 500).
Fidelity Blue Chip Growth Fund
------------------------------
The Fidelity Blue Chip Growth Fund is a growth mutual fund
which invests primarily in common stocks of well-known and
established companies. Normally at least 65 percent of the
fund's total assets are invested in the common stock of blue
chip companies.
Fidelity Diversified International Fund
---------------------------------------
The Fidelity Diversified International Fund is a growth mutual
fund which invests primarily in stocks of companies located
outside the United States. The fund looks for stocks that are
undervalued compared to industry norms in their countries.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 1999 and 1998
Note 1 Description of the Plan (continued)
Investment Funds (continued)
----------------------------
Fidelity Retirement Money Market Portfolio
------------------------------------------
The Fidelity Retirement Money Market Portfolio is a money
market mutual fund which invests in high quality, short-term,
U.S. dollar denominated money market securities of domestic and
foreign issuers. Investments include short-term corporate
obligations, U.S. government obligations and certificates of
deposit. An investment in this portfolio is not guaranteed or
insured by the U.S. government.
Fidelity Equity-Income Fund
---------------------------
The Fidelity Equity-Income Fund is a growth and income mutual
fund which invests primarily in income producing securities,
such as common and preferred stocks. The Fund may also invest
in bonds for income. The fund generally avoids securities
issued by companies without proven earnings or credit.
Franklin Small Cap Growth Fund I
--------------------------------
The Franklin Small Cap Growth Fund I is a growth mutual fund
which invests primarily in common stock of companies which have
market capitalizations of less than $1.5 billion at the time of
investment. The fund tries to keep at least one-third of its
assets in stocks of companies with market capitalizations of
$550 million or less.
Neuberger Berman Genesis Fund
-----------------------------
The Neuberger Berman Genesis Fund is a growth mutual fund which
invests primarily in common stocks of small-cap companies which
have market capitalizations of $750 million or less. The fund
looks for growth potential by investing in strong companies
with solid performance histories and a proven management team.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 1999 and 1998
Note 1 Description of the Plan (continued)
Allocation
----------
Participants may elect to have their participating Company
salary conversion and Company supplemental match contributions
invested in these funds in 1% multiples as they choose and may
also transfer their balances daily within these funds.
Investment Income
-----------------
Investment income is allocated daily to participant accounts on
the basis of each participant's respective share of the assets
of each applicable fund.
Distributions
-------------
Distribution of benefits from the Plan is made upon retirement,
permanent total disability, death or employment termination.
Distributions from the Company Stock Fund may be made either in
shares of common stock of The St. Paul Companies, Inc., cash or
any combination thereof at the discretion of the participant.
Distributions are based on a participant's share of the market
value of the assets in the applicable funds when the
distribution occurs.
Participants are permitted withdrawals from their share of
Company match and salary conversion contributions for financial
hardship reasons, as defined by the Plan.
Participant Loans
-----------------
Participants may request to receive as a loan from the Plan up
to 50% of their vested account balance subject to a minimum of
$500 and a maximum of $50,000. Loans are made at current prime
interest rate plus 1/2% and must be repaid by payroll deduction
over a maximum period of five years. Participants pay a $75.00
set-up fee for each loan.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 1999 and 1998
Note 1 Description of the Plan (continued)
Tax Status
----------
The Internal Revenue Service has issued a determination letter
stating that the Plan qualifies under Section 401(a) of the
Internal Revenue Code and that the trust created thereunder is
exempt from federal income taxes under Section 501(a) of the
Internal Revenue Code. Since the receipt of the determination
letter, certain Plan amendments have been made. It is the
opinion of the Company that the Plan continues to qualify under
Section 401(a) of the Internal Revenue Code.
Company match contributions invested in the Plan and salary
conversion contributions invested in the Plan for participants
by their employers are not taxed to the participant until
received as a distribution from the Plan. Any appreciation of
shares of common stock of The St. Paul Companies, Inc.
distributed to a participant is not taxed until the participant
disposes of such shares. Under certain circumstances a
distribution may be subject to excise taxes of 10% in addition
to normal income tax.
Plan loans to participants are generally not considered taxable
income.
Taxes on rollover transfers are deferred until the rollover
amounts are received as a distribution from the Plan.
Plan Termination
----------------
Although the Company expects to continue the Plan indefinitely,
it has reserved the right to terminate the Plan at any time.
Upon such termination, the Plan administrator would direct the
Plan trustee to distribute participant account balances. Upon
termination of the Plan or change in control of the Company,
participant account balances would vest in full.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 1999 and 1998
Note 2 Significant Accounting Policies
The accompanying Plan financial statements are presented on
the accrual basis of accounting.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets, liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could
differ from those estimates.
The investment in common stock of The St. Paul Companies, Inc.
and in shares or units of investment funds are carried at
market value, based on published market quotations. Realized
gains or losses on sales of these investments and the change in
unrealized appreciation or depreciation in market value of
these investments are presented in total in the statements of
changes in net assets available for plan benefits. The average
cost method is used to determine cost of shares sold or
distributed. Purchases and sales of investments are recorded
on a trade date basis. Dividends are recorded on the ex-
dividend date.
Participant loans are carried at unpaid principal amounts plus
accrued interest.
Money market fund and short-term investments are carried at
cost plus accrued interest, which approximates market value.
The benefit-responsive investment contract is valued at
contract value.
A portion of the administration expenses of the Plan is paid by
the Company and are not reflected in the accompanying financial
statements. Plan administrative expenses paid by the Plan are
paid out of forfeitures. Plan forfeitures are used to restore
accounts, pay administrative expenses, offset company matching
contributions or salary conversion contributions.
In Sept. 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, Accounting for
and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters (SOP 99-3). SOP 99-3 simplifies
the disclosure for certain investments and is effective for
plan years ending after Dec. 15, 1999. Accordingly,
information previously required to be disclosed about
participant-directed fund investment programs is not presented
in the Plan's 1999 financial statements. The Plan's 1998
financial statements have been reclassified to conform with the
current year presentation.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Notes to Financial Statements, continued
December 31, 1999 and 1998
Note 3 Plan Amendment
The Plan was amended effective as of Dec. 13, 1999, to provide
each participant who becomes an employee of Metropolitan
Property & Casualty Insurance Company (Metropolitan) on Jan. 1,
2000 pursuant to the terms of the Stock and Asset Purchase
Agreement dated as of July 12, 1999 between St. Paul Fire and
Marine Insurance Company and Metropolitan, shall be entitled to
elect to have his entire vested account balance (including any
outstanding loans) transferred to the MetLife Savings and
Investment Plan in a voluntary trust-to-trust transfer meeting
the requirements of Treas. Reg. Section 1.411(d)-4(Q&A-3)(b).
Note 4 Investment Contract
In 1999, the Plan entered into a benefit-responsive investment
contract with F&G Life, represented by the investment in the
F&G Life Stable Interest Fund. F&G Life maintains the
contributions in a general account. The account is credited
with earnings on the underlying investments and charged for
participant withdrawals and administrative expenses. The
contract is included in the financial statements at contract
value as reported to the Plan by F&G Life. Contract value
represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative
expenses. Participants may ordinarily direct the withdrawal
or transfer of all or a portion of their investment at
contract value.
There are no reserves against contract value for credit risk
of the contract issuer or otherwise. The average yield and
crediting interest rate was 5.35 percent for 1999. The
crediting interest rate is reset annually based on projections
of the investment returns for the forthcoming year, but may
not be less than 4 percent.
<PAGE>
Note 5 Transfers from Other Plans
The Plan allows for rollover transfers to be made to the Plan
by employees of participating companies. These rollover
transfers are lump-sum distributions from other tax-qualified
plans of previous employers which participants elect to have
invested in the Plan within sixty days of receipt.
Note 6 Party-in-Interest Transactions
Transactions resulting in Plan assets being transferred to or
used by a related party are prohibited under the Employee
Retirement Income Security Act of 1974 (ERISA) unless a
specific exemption applied. Fidelity Management Trust Company
(Fidelity) is a party-in-interest as defined by ERISA as a
result of being trustee of the Plan. Fidelity invests Plan
assets in their short-term investment fund. The Plan engages in
transactions involving the F&G Life benefit-responsive
investment contract. F&G Life, a subsidiary of the Company,
is a party-in-interest with respect to the Plan. The
Plan also engages in transactions involving the acquisition or
disposition of common stock and the short-term pool of The St.
Paul Companies, Inc., a party-in-interest with respect to the
Plan. These transactions are covered by an exemption from the
"prohibited transactions" provisions of ERISA and the Internal
Revenue Code.
Note 7 Subsequent Event
On February 14, 2000, the Plan transferred $28.6 million to the
MetLife Savings and Investment Plan in a voluntary trust-to-
trust transfer elected by certain participants who became
employees of MetLife or its affiliate, on Jan. 1, 2000.
<PAGE>
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN
Schedule 1
Form 5500, Schedule H, Part 4i-Schedule of Assets Held for Investment
Purposes
Investments at End of Plan Year
December 31, 1999
Description of Current
Identity of Issue Investment Cost Value**
-------------------------- ------------------- ---------- -----------
*The St. Paul Companies, 2,263,175 no par
Inc. common shares $46,856,829 $76,240,708
*Fidelity U.S. Bond Index 8,234,989 mutual
Fund fund shares 88,820,105 83,914,534
*Fidelity Puritan Fund 5,097,211 mutual
fund shares 100,251,991 96,999,929
*Fidelity U.S. Equity
Index Pool 2,867,320 pool units 82,746,594 120,599,493
*Fidelity Blue Chip Growth 3,607,708 mutual
Fund fund shares 165,119,099 216,859,354
*Fidelity Diversified 1,052,341 mutual
International Fund fund shares 19,031,492 26,960,985
*Fidelity Retirement Money 22,125,891 mutual
Market Portfolio fund shares 22,125,891 22,125,891
*Fidelity Equity-Income 544,564 mutual fund
Fund shares 30,378,483 29,123,270
*F&G Life Stable Interest Investment contract,
Fund 5.35% adjusted
annually, no
maturity date 38,811,736 38,811,736
Franklin Small Cap Growth 594,346 mutual fund
Fund I shares 15,828,681 26,228,507
Neuberger & Berman 318,550 mutual fund
Genesis Fund shares 4,773,228 4,759,129
Participant loans 6.50% to 9.50%,
maximum 5 years 21,149,606 21,149,606
Short-term investments:
*St. Paul Short-Term Pool 5.711%, due on demand 38,134 38,134
*Fidelity Institutional
Cash Portfolio 5.74%, due on demand 3,269,621 3,269,621
----------- -----------
3,307,755 3,307,755
----------- -----------
Total investments $639,201,490 $767,080,897
=========== ===========
* Party-in-interest
** For ERISA reporting purposes current value is equal to market value,
except for participant loans, which are equal to unpaid principal plus
accrued interest.
See accompanying independent auditors' report.
<PAGE>
SIGNATURE
---------
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
June 21, 2000 THE ST. PAUL COMPANIES, INC.
SAVINGS PLUS PLAN
(The Plan)
By /s/ John P. Clifford Jr.
------------------------
John P. Clifford Jr.
Vice President, Performance
and Reward Systems
Member of the Administrative
Committee for The St. Paul
Companies, Inc. Savings Plus
Plan
