-----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, DKHSNFDWrKI4pK0LqMzQ8u63nuOLjV4MtdvK6GBMJ6vibe9wefliSm6ia7SxCesm DtYompEye8WF2CuksZXHsQ== 0001193125-06-121349.txt : 20060531 0001193125-06-121349.hdr.sgml : 20060531 20060530183917 ACCESSION NUMBER: 0001193125-06-121349 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060530 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060531 DATE AS OF CHANGE: 20060530 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06563 FILM NUMBER: 06875341 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 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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

5/30/2006

Date of Report (Date of earliest event reported)

SAFECO CORPORATION

(Exact name of registrant as specified in Charter)

 

WASHINGTON   1-6563   91-0742146
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

Safeco Plaza, Seattle, Washington   98185
(Address of principal executive officers)   (Zip Code)

(206) 545-5000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Safeco today named Ross J. Kari as the company’s executive vice president and chief financial officer, effective June 21, 2006. Mr. Kari’s employment with the company is at-will, and Safeco has no employment agreement with him. Under his offer of employment, Mr. Kari will have an annual base salary of $550,000. He will be eligible to receive an annual cash bonus of 70% of eligible pay based on target-level performance under company and personal performance goals; the maximum bonus possible will be 140% of eligible pay. His bonus for 2006 will be guaranteed at target and will be based on a full year’s salary.

On the first day of employment, Mr. Kari will be granted 8,680 restricted stock rights under Safeco’s Long-Term Incentive Plan, to vest ratably over four years, beginning February 15, 2007. The estimated value to Mr. Kari of this award upon grant is $450,000. Also on the first day of employment, Mr. Kari will be granted a nonqualified stock option to purchase 9,770 shares of Safeco’s common stock at an exercise price equal to the fair market value on the date of grant. The option, granted under Safeco’s Long-Term Incentive Plan, is estimated to have a $150,000 net present value. The option will vest ratably over four years beginning on the first anniversary of the grant.

Mr. Kari will be eligible to be considered annually for performance-measure restricted stock rights or other equity awards under Safeco’s Long-Term Incentive Plan with an economic value between 0% and 260% of eligible pay, with a target award of 195%, to be based on individual and company performance.

Mr. Kari, 47, joins Safeco from the Federal Home Loan Bank of San Francisco, where he served as chief operating officer and executive vice president since 2002. In this role, he directed the bank’s operational divisions, including financial management, sales and marketing, credit and collateral risk management, controllers, information services, and community investment. Before joining that bank, Mr. Kari served 18 years with Wells Fargo & Company, a $272 billion financial services company where Mr. Kari started as a financial analyst and ended his tenure as executive vice president and chief financial officer.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit 99.1    Press release “Ross Kari Named Safeco’s New Chief Financial Officer,” dated May 30, 2006.


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 thereunto duly authorized.

 

   

SAFECO CORPORATION

   

Registrant

Dated:     May 30, 2006

   

/s/ Charles F. Horne, Jr.

     

Charles F. Horne, Jr.

     

Senior Vice President and Controller

EX-99.1 2 dex991.htm PRESS RELEASE Press release

Exhibit 99.1

Safeco Investor Relations

Neal Fuller, 206/545-5537

Safeco Media Relations

Paul Hollie, 206/545-3048

Ross Kari Named Safeco’s New Chief Financial Officer

SEATTLE - (May 30, 2006) - Safeco (NASD: SAFC) today named financial services veteran Ross Kari as the company’s executive vice president and chief financial officer, effective June 21, 2006.

Kari joins Safeco from the Federal Home Loan Bank of San Francisco, where he has served as executive vice president and chief operating officer since 2002. In this role, he has directed the bank’s operational divisions, including financial management, sales and marketing, credit and collateral risk management, controllers, information services, and community investment.

He built his career at Wells Fargo & Company in San Francisco, a $272 billion financial services company. During Kari’s 18 years at Wells Fargo, he rose through the ranks - starting as a financial analyst in 1983 and ending his tenure as executive vice president and chief financial officer.

“Quality deserves quality,” said Paula Rosput Reynolds, Safeco president and chief executive officer. “Ross Kari’s rich and varied career in financial services will bring discipline and innovation to our company and our industry.”

Kari was selected following a five-month nationwide search. He replaces Christine Mead, who left the company in December 2005. He will be a member of Reynolds’ executive team, responsible for overseeing Safeco’s financial operations. Kari earned both a bachelor’s degree and an MBA from the University of Oregon.

Safeco, in business since 1923, is a Fortune 500 property and casualty insurance company based in Seattle. The company sells insurance to drivers, home owners and owners of small- and mid-sized businesses through a national network of independent agents and brokers.


#####

FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE IS SUBJECT TO RISK AND UNCERTAINTY

Forward-looking information contained in this release is subject to risk and uncertainty. Information contained in this release that relates to Safeco’s anticipated financial performance, business prospects and plans, and similar matters are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Statements in this release that are not historical information are forward-looking. Our business is subject to certain risks and uncertainties that may cause actual results to differ materially from those suggested by the forward-looking statements in this release, including changes in general economic and business conditions in the insurance industry, and changes in our business strategies. Additional information on factors that may impact these forward-looking statements can be found in Item 1A “Risk Factors” in our 2005 Annual Report on Form 10-K.

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