8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

January 29, 2003

(Date of Report)

SAFECO CORPORATION

(Exact Name of Registrant as Specified in Charter)

Washington	1-6563	91-0742146
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

SAFECO Plaza, 4333 Brooklyn Avenue N.E., Seattle, Washington 98185

(Address of Principal Executive Offices, including Zip Code)

(206) 545-5000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURE
Exhibit Index
EXHIBIT 25.1

Item 5. Other Events

     The Registrant is filing as an exhibit hereto certain information to be incorporated by reference into its Registration Statement on Form S-3 (File No. 333-102298), filed on December 30, 2002.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibit:

25.1 Form T-1 Statement of Eligibility of J.P. Morgan Trust Company, National Association, to act as trustee for Senior Debt

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SAFECO CORPORATION
Dated: January 29, 2003	By:	/s/ Richard M. Levy
	Name:	Richard M. Levy
	Title:	Vice President, Controller and Chief    Accounting Officer

3

Exhibit Index

25.1 Form T-1 Statement of Eligibility of J.P. Morgan Trust Company, National Association, to act as trustee for Senior Debt

4 EX-25.1 3 v87191aexv25w1.txt EXHIBIT 25.1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 95-4655078 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 560 MISSION STREET, FLOOR 13 SAN FRANCISCO, CALIFORNIA 94105 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) SAFECO CORPORATION (Exact name of obligor as specified in its charter) WASHINGTON 91-0742146 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) SAFECO PLAZA 4333 BROOKLYN AVE. NE SEATTLE, WA 98185 (Address of principal executive offices) (Zip Code) SENIOR DEBT (Title of the indenture securities) ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of the Federal Reserve System, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the trustee, describe each such affiliation. None. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility. Exhibit 1. Articles of Association of the Trustee as Now in Effect (see Exhibit 1 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers (contained in Exhibit 2). Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Form 8K of the Southern California Water Company filing, dated December 7, 2001, which is incorporated by reference). Exhibit 5. Not Applicable Exhibit 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-41329, which is incorporated by reference). Exhibit 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not Applicable Exhibit 9. Not Applicable 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, J. P. Morgan Trust Company, National Association, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of San Francisco, and State of California, on the 29th day of January, 2003. J. P. Morgan Trust Company, National Association By /s/: Mitch Gardner ---------------------------------------- Mitch Gardner Vice President 3 EXHIBIT 7. Report of Condition of the Trustee. CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, N.A., (formerly Chase Manhattan Bank and Trust Company, N.A.) (Legal Title) LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 90067 (Street) (City) (State) (Zip) AS OF CLOSE OF BUSINESS ON September 30, 2002 ASSETS DOLLAR AMOUNTS IN THOUSANDS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) 9,685 b. Interest bearing balances (2) 0 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 0 b. Available-for-sale securities (from Schedule RC-B, column D) 101,834 3. Federal Funds sold and securities purchased agreements to resell 0 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale 0 b. Loans and leases, net of unearned income 141,553 c. LESS: Allowance for loan and lease losses 0 d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 141,553 5. Trading assets (from Schedule RC-D) 0 6. Premises and fixed assets (including capitalized leases) 5,549 7. Other real estate owned (from Schedule RC-M) 0 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 0 9. Customers' liability to this bank on acceptances outstanding 0 10. Intangible assets a. Goodwill 0 b. Other intangible assets (from Schedule RC-M) 154,231 11. Other assets (from Schedule RC-F) 27,391 12. TOTAL ASSETS (sum of items 1 through 11) 440,243 (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 4 LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 91,278 (1) Noninterest-bearing (1) 91,278 (2) Interest-bearing 0 b. In foreign offices, Edge and Agreement subsidiaries, and IBF' (1) Noninterest-bearing 0 (2) Interest-bearing 0 14. Federal funds purchased and securities sold under agreements to repurchase 0 15. Trading liabilities (from Schedule RC-D) 0 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): 0 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 0 19. Subordinated notes and debentures (2) 0 20. Other liabilities (from Schedule RC-G) 42,911 21. Total liabilities (sum of items 13 through 20) 134,189 22. Minority interest in consolidated subsidiaries 0 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 0 24. Common stock 600 25. Surplus (exclude all surplus related to preferred stock) 277,263 26. a. Retained earnings 28,186 b. Accumulated other comprehensive income (3) 0 27. Other equity capital components (4) 0 28. Total equity capital (sum of items 23 through 27) 306,054 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 440,243 (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares. 5 -----END PRIVACY-ENHANCED MESSAGE-----

EX-25.1

                                                                    EXHIBIT 25.1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE

               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                     A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                  
                                                            95-4655078
(State of incorporation                                (I.R.S. employer
if not a national bank)                              identification No.)

560 MISSION STREET, FLOOR 13
SAN FRANCISCO, CALIFORNIA                                         94105
(Address of principal executive offices)                      (Zip Code)



                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)

                               SAFECO CORPORATION
               (Exact name of obligor as specified in its charter)

                                                          
    WASHINGTON                                                  91-0742146
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                               identification No.)

SAFECO PLAZA
4333 BROOKLYN AVE. NE
SEATTLE, WA                                                          98185
(Address of principal executive offices)                           (Zip Code)



                                   SENIOR DEBT
                       (Title of the indenture securities)

ITEM 1.           GENERAL INFORMATION.

                  Furnish the following information as to the trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                  Comptroller of the Currency, Washington, D.C.
                  Board of Governors of the Federal Reserve System,
                  Washington, D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                  Yes.

ITEM 2.           AFFILIATIONS WITH OBLIGOR.

        If the Obligor is an affiliate of the trustee, describe each such
        affiliation.

        None.

ITEM 16.          LIST OF EXHIBITS.

       List below all exhibits filed as part of this statement of eligibility.

       Exhibit 1.    Articles of Association of the Trustee as Now in Effect
                     (see Exhibit 1 to Form T-1 filed in connection with Form 8K
                     of the Southern California Water Company filing, dated
                     December 7, 2001, which is incorporated by reference).

       Exhibit 2.    Certificate of Authority of the Trustee to Commence
                     Business (see Exhibit 2 to Form T-1 filed in connection
                     with Registration Statement No. 333-41329, which is
                     incorporated by reference).

       Exhibit 3.    Authorization of the Trustee to Exercise Corporate Trust
                     Powers (contained in Exhibit 2).

       Exhibit 4.    Existing By-Laws of the Trustee (see Exhibit 4 to Form
                     T-1 filed in connection with Form 8K of the Southern
                     California Water Company filing, dated December 7, 2001,
                     which is incorporated by reference).

       Exhibit 5.    Not Applicable

       Exhibit 6.    The consent of the Trustee required by Section 321(b)
                     of the Act (see Exhibit 6 to Form T-1 filed in connection
                     with Registration Statement No. 333-41329, which is
                     incorporated by reference).

       Exhibit 7.    A copy of the latest report of condition of the Trustee,
                     published pursuant to law or the requirements of its
                     supervising or examining authority.

       Exhibit 8.    Not Applicable

       Exhibit 9.    Not Applicable

                                       2

                                    SIGNATURE

           Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, has duly caused this
statement of eligibility and qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of San Francisco, and
State of California, on the 29th day of January, 2003.

                                J. P. Morgan Trust Company, National Association


                                   By   /s/: Mitch Gardner
                                        ----------------------------------------
                                        Mitch Gardner
                                        Vice President

                                       3

EXHIBIT 7.        Report of Condition of the Trustee.




CONSOLIDATED REPORT OF CONDITION OF J.P. Morgan Trust Company, N.A., (formerly
Chase Manhattan Bank and Trust Company, N.A.)

                                 (Legal Title)

LOCATED AT        1800 Century Park East, Ste. 400  Los Angeles,    CA   90067
                      (Street)                        (City)     (State) (Zip)

AS OF CLOSE OF BUSINESS ON          September 30, 2002


ASSETS DOLLAR AMOUNTS IN THOUSANDS

                                                                                           
1.     Cash and balances due from depository institutions (from Schedule RC-A):
           a. Noninterest-bearing balances and currency and coin (1)                               9,685
           b. Interest bearing balances (2)                                                            0
2.     Securities:
           a. Held-to-maturity securities (from Schedule RC-B, column A)                               0
           b. Available-for-sale securities (from Schedule RC-B, column D)                       101,834
3.     Federal Funds sold and securities purchased agreements to resell                                0
4.     Loans and lease financing receivables (from Schedule RC-C):
           a. Loans and leases held for sale                                                           0
           b. Loans and leases, net of unearned income                             141,553
           c. LESS: Allowance for loan and lease losses                                  0
           d. Loans and leases, net of unearned income and
                allowance (item 4.b minus 4.c)                                                   141,553
5.     Trading assets (from Schedule RC-D)                                                             0
6.     Premises and fixed assets (including capitalized leases)                                    5,549
7.     Other real estate owned (from Schedule RC-M)                                                    0
8.     Investments in unconsolidated subsidiaries and associated companies
       (from Schedule RC-M)                                                                            0
9.     Customers' liability to this bank on acceptances outstanding                                    0
10.    Intangible assets
           a. Goodwill                                                                                 0
           b. Other intangible assets (from Schedule RC-M)                                       154,231
11.    Other assets (from Schedule RC-F)                                                          27,391
12.             TOTAL ASSETS (sum of items 1 through 11)                                         440,243




(1)    Includes cash items in process of collection and unposted debits.

(2)    Includes time certificates of deposit not held for trading.

                                       4

LIABILITIES

                                                                                           
13.    Deposits:
           a. In domestic offices (sum of totals of columns A and C from
                Schedule RC-E)                                                                    91,278
                (1) Noninterest-bearing (1)                                       91,278
                (2) Interest-bearing                                                   0
           b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
                (1) Noninterest-bearing                                                                0
                (2) Interest-bearing                                                                   0
14.    Federal funds purchased and securities sold under agreements to repurchase                      0
15.    Trading liabilities (from Schedule RC-D)                                                        0
16.    Other borrowed money (includes mortgage indebtedness and obligations
       under capitalized leases) (from Schedule RC-M):                                                 0
17.    Not applicable
18.    Bank's liability on acceptances executed and outstanding                                        0
19.    Subordinated notes and debentures (2)                                                           0
20.    Other liabilities (from Schedule RC-G)                                                     42,911
21.    Total liabilities (sum of items 13 through 20)                                            134,189
22.    Minority interest in consolidated subsidiaries                                                  0

EQUITY CAPITAL

23.    Perpetual preferred stock and related surplus                                                   0
24.    Common stock                                                                                  600
25.    Surplus (exclude all surplus related to preferred stock)                                  277,263
26.    a. Retained earnings                                                                       28,186
       b. Accumulated other comprehensive income (3)                                                   0
27.    Other equity capital components (4)                                                             0
28.    Total equity capital (sum of items 23 through 27)                                         306,054
29.    Total liabilities, minority interest, and equity capital
       (sum of items 21, 22, and 28)                                                             440,243




(1)      Includes total demand deposits and noninterest-bearing time and savings
         deposits.

(2)      Includes limited-life preferred stock and related surplus.

(3)      Includes net unrealized holding gains (losses) on available-for-sale
         securities, accumulated net gains (losses) on cash flow hedges, and
         minimum pension liability adjustments.

(4)      Includes treasury stock and unearned Employee Stock Ownership Plan
         shares.

                                       5