-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D55tJ2aj0A4lDfq4880FTWuqfR4s1+QulHz10ooFoctyxzE5h+pDyDa6ejIzejUS WJGCAOr63nwtYyJB+pVdBA== 0000930413-02-000399.txt : 20020414 0000930413-02-000399.hdr.sgml : 20020414 ACCESSION NUMBER: 0000930413-02-000399 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 GROUP MEMBERS: TIAA SEPARATE ACCOUNT VA-1 GROUP MEMBERS: TIAA-CREF INSTITUTIONAL MUTUAL FUNDS GROUP MEMBERS: TIAA-CREF LIFE FUNDS GROUP MEMBERS: TIAA-CREF MUTUAL FUNDS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFECO CORP CENTRAL INDEX KEY: 0000086104 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 910742146 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-08406 FILM NUMBER: 02545249 BUSINESS ADDRESS: STREET 1: 4333 BROOKLYN AVE NE STREET 2: SAFECO PLAZA CITY: SEATTLE STATE: WA ZIP: 98185 BUSINESS PHONE: 2065455000 MAIL ADDRESS: STREET 1: 4333 BROOKLYN AVE NE CITY: SEATTLE STATE: WA ZIP: 98185 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL AMERICA CORP DATE OF NAME CHANGE: 19680529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGE RETIREMENT EQUITIES FUND CENTRAL INDEX KEY: 0000777535 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136022042 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129164905 MAIL ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 c23209_sc13g.txt INITIAL STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Safeco Corporation ------------------------------------------ (Name of Issuer) Common Stock ------------------------------------------ (Title of Class of Securities) 786429100 ------------------------------ (CUSIP Number) DECEMBER 31, 2001 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (x) Rule 13d-1(b) ( ) Rule 13d-(c) ( ) Rule 13d-1(d) - ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 12 Pages CUSIP No. 786429100 13G Page 2 of 12 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) College Retirement Equities Fund I.R.S. #13-6022-042 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 7,304,399 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 7,304,399 (shared with its investment adviser, TIAA-CREF Investment Management, LLC) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,304,399 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.717% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 786429100 13G Page 3 of 12 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TIAA Separate Account VA-1 I.R.S. #13-1624203 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 9,216 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 9,216 (shared with its investment adviser, Teachers Advisors, Inc.) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,216 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.007% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 786429100 13G Page 4 of 12 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TIAA-CREF Mutual Funds I.R.S. #13-4088138 (Equity Index Fund) I.R.S. #13-3930561 (Growth and Income Fund) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 146,561 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 146,561 (shared with its investment adviser, Teachers Advisors, Inc.) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,561 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.115% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 786429100 13G Page 5 of 12 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TIAA-CREF Institutional Mutual Funds I.R.S. #13-4055170 (Equity Index Fund) I.R.S. #13-4055169 (Growth and Income Fund) I.R.S. #13-4055615 (Social Choice Fund) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 66,977 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 66,977 (shared with its investment adviser, Teachers Advisors, Inc.) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,977 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.052% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 786429100 13G Page 6 of 12 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TIAA-CREF Life Funds I.R.S. #13-4025227 (Stock Index Fund) I.R.S. #13-4100625 (Growth and Income Fund) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 15,461 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 15,461 (shared with its investment adviser, Teachers Advisors, Inc.) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,461 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.012% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! Page 7 of 12 Pages Item 1(a). NAME OF ISSUER: Safeco Corporation Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: Safeco Plaza Seattle, Washington 98185 Item 2(a). NAME OF PERSON FILING: (1) College Retirement Equities Fund ("CREF") (2) TIAA Separate Account VA-1 ("VA-1") (3) TIAA-CREF Mutual Funds ("Mutual Funds") (4) TIAA-CREF Institutional Mutual Funds ("Institutional Funds") (5) TIAA-CREF Life Funds ("Life Funds") Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: (1) CREF - 730 Third Avenue New York, N.Y. 10017 (2) VA-1 - 730 Third Avenue New York, N.Y. 10017 (3) Mutual Funds - 730 Third Avenue New York, N.Y. 10017 (4) Institutional Funds - 730 Third Avenue New York, N.Y. 10017 (4) Life Funds - 730 Third Avenue New York, N.Y. 10017 Item 2(c). CITIZENSHIP: (1) CREF - Incorporated in New York (2) VA-1 - Established in New York (3) Mutual Funds - Incorporated in Delaware (4) Institutional Funds - Incorporated in Delaware (5) Life Funds - Incorporated in Delaware Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock Item 2(e). CUSIP NUMBER: 786429100 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: (a) ( ) Broker or dealer registered under Section 15 of the Exchange Act. (b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( ) Insurance company as defined in Section 3(a)(19) of the Exchange Act. (d) (x) Investment Company registered under Section 8 of the Investment Company Act. (e) ( ) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); Page 8 of 12 Pages (f) ( ) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) ( ) A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) ( ) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) ( ) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. ( ) Page 9 of 12 Pages Item 4. OWNERSHIP. (1) COLLEGE RETIREMENT EQUITIES FUND (a) Amount Beneficially Owned: 7,304,399 (b) Percent of Class: 5,717% (c) The Board of Trustees of CREF, an investment company, has sole power to vote 7,304,399 shares of common stock and authority to direct the disposition of the 7,304,399 shares of common stock. TIAA-CREF Investment Management, LLC, CREF's investment adviser, is authorized to sell the 7,304,399 shares on behalf of CREF in its discretion, subject to the ultimate authority of the CREF Board of Trustees. (2) TIAA SEPARATE ACCOUNT VA-1 (a) Amount Beneficially Owned: 9,216 (b) Percent of Class: 0.007% (c) The management committee of VA-1, an investment company, has sole power to vote 9,216 shares of common stock, and authority to direct the disposition of the 9,216 shares of common stock. Teachers Advisors, Inc., VA-1's investment adviser, is authorized to sell the 9,216 shares on behalf of VA-1 in its discretion, subject to the ultimate authority of the VA-1 Management Committee. (3) TIAA-CREF MUTUAL FUNDS (a) Amount Beneficially Owned: 146,561 (b) Percent of Class: 0.115% (c) The Board of Trustees of the Mutual Funds, an investment company, has sole power to vote 146,561 shares of common stock, and authority to direct the disposition of the 146,561 shares of common stock. Teachers Advisors, Inc., the Mutual Fund's investment adviser, is authorized to sell the 146,561 shares on behalf of the Mutual Funds in its discretion, subject to the ultimate authority of the Mutual Funds Board of Trustees. (4) TIAA-CREF INSTITUTIONAL MUTUAL FUNDS (a) Amount Beneficially Owned: 66,977 (b) Percent of Class: 0.052% (c) The Board of Trustees of the Institutional Funds, an investment company, has sole power to vote 66,977 shares of common stock, and authority to direct the disposition of the 66,977 shares of common stock. Teachers Advisors, Inc., the Institutional Funds' investment adviser, is authorized to sell the 66,977 shares on behalf of the Institutional Funds in its discretion, subject to the ultimate authority of the Institutional Funds' Board of Trustees. (5) TIAA-CREF LIFE FUNDS (a) Amount Beneficially Owned: 15,461 (b) Percent of Class: 0.012% (c) The Board of Trustees of the Life Funds, an investment company, has sole power to vote 15,461 shares of common stock, and authority to direct the disposition of the 15,461 shares of common stock. Teachers Advisors, Inc., the Life Funds' investment adviser, is authorized to sell the 15,461 shares on behalf of the Life Funds in its discretion, subject to the ultimate authority of the Life Funds Board of Trustees. Page 10 of 12 Pages Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ). Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See attached Exhibit A. Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. Date: February 12, 2002 COLLEGE RETIREMENT EQUITIES FUND By: /s/ LISA SNOW ------------------------------- Lisa Snow Vice President and Chief Counsel, Corporate Law Page 11 of 12 Pages TIAA SEPARATE ACCOUNT VA-1 By: /s/ LISA SNOW ------------------------------- Lisa Snow Vice President and Chief Counsel, Corporate Law TIAA-CREF MUTUAL FUNDS By: /s/ LISA SNOW ------------------------------- Lisa Snow Vice President and Chief Counsel, Corporate Law TIAA-CREF INSTITUTIONAL MUTUAL FUNDS By: /s/ LISA SNOW ------------------------------- Lisa Snow Vice President and Chief Counsel, Corporate Law TIAA-CREF LIFE FUNDS By: /s/ LISA SNOW ------------------------------- Lisa Snow Vice President and Chief Counsel, Corporate Law Page 12 of 12 Pages EXHIBIT A IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP College Retirement Equities Fund - IV TIAA Separate Account VA-1 - IV TIAA-CREF Mutual Funds - IV TIAA-CREF Institutional Mutual Funds - IV TIAA-CREF Life Funds - IV The College Retirement Equities Fund, TIAA Separate Account VA-1, TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds (the "Reporting Persons") are filing as a group because CREF's investment adviser, TIAA-CREF Investment Management, LLC, is affiliated and employs some of the same investment personnel as Teachers Advisors, Inc., the investment adviser for TIAA Separate Account VA-1, TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds and TIAA-CREF Life Funds. However, because separate investment decisions are made with respect to the respective portfolio holdings of each of the Reporting Persons and there is no oral or written agreement or arrangement among the Reporting Persons with respect to acquisition, voting, disposition or otherwise of their securities, each Reporting Person disclaims beneficial ownership of the others' securities holdings and disclaims its membership in a group with the other Reporting Person, where the purpose of the group is to acquire control of or influence management of the issuer. -----END PRIVACY-ENHANCED MESSAGE-----