-----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, NCXct/PDexeoVGYOu7kw9ptk087/uZ7pVO7v/7Xq0KsgONJbSk8NwxZ9XA8bx1Pf v8EsC9iuSnmVidncZqc+IQ== 0001341004-08-002126.txt : 20080919 0001341004-08-002126.hdr.sgml : 20080919 20080918193105 ACCESSION NUMBER: 0001341004-08-002126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080918 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080919 DATE AS OF CHANGE: 20080918 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: 081079250 BUSINESS ADDRESS: STREET 1: 1001 FOURTH AVENUE STREET 2: SAFECO PLAZA CITY: SEATTLE STATE: WA ZIP: 98154 BUSINESS PHONE: 2065455000 MAIL ADDRESS: STREET 1: 1001 FOURTH AVENUE CITY: SEATTLE STATE: WA ZIP: 98154 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL AMERICA CORP DATE OF NAME CHANGE: 19680529 8-K 1 safeco8k.htm FORM 8-K safeco8k.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
         
 
FORM 8-K
 
         
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
 
September 18, 2008
(September 18, 2008)
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
 
         
 
SAFECO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
         
 
         
Washington
  
001-6563
  
91-0742146
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
  
(COMMISSION FILE NO.)
  
(IRS EMPLOYER
IDENTIFICATION NO.)
 
Safeco Plana, 1001 Fourth Avenue, Seattle, Washington  98154
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
(206) 545-5000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
 
         

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



Item 8.01
Other Events
 
On September 18, 2008, Safeco Corporation and Liberty Mutual Group issued a joint press release announcing receipt of regulatory approval from the Washington Office of the Insurance Commissioner and that Safeco's acquisition by the Liberty Mutual Group is scheduled to close on Monday, September 22, 2008.   The press release is filed with this report as Exhibit 99.1.
 
 

 
Item 9.01
Financial Statements and Exhibits
 
(d) The following exhibits are included with this Current Report on Form 8-K:
 
Exhibit 99.1
Press release dated September 18, 2008.


 
 
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: September 18, 2008
  
/s/ Stephanie G. Daley-Watson
         
       
Stephanie G. Daley-Watson
         
       
Vice President, Secretary and Associate General Counsel
 

 

 EX-99.1 2 ex99-1.htm PRESS RELEASE ex99-1.htm
 
Exhibit 99.1
 
Press Release
Source: Safeco Corporation

Liberty Mutual & Safeco Announce Closing Date for Acquisition by Liberty Mutual

Thursday September 18, 06:49 PM Eastern Daylight Time

 
BOSTON, MA & SEATTLE, WA –– Liberty Mutual Group (“Liberty Mutual”) and Safeco Corporation (NYSE: SAF) (“Safeco”) announced that the Washington Office of the Insurance Commissioner (“OIC”) issued a press release earlier today announcing that it had approved Liberty Mutual’s acquisition of Safeco and that the OIC’s order approving the acquisition will be issued on Friday, September 19, 2008.  The OIC’s order is the last approval required for Safeco’s acquisition by Liberty Mutual.  The acquisition is scheduled to close on Monday, September 22, 2008.  Shares of common stock of Safeco will continue trading on the New York Stock Exchange (the "NYSE") through the close of business on Monday, September 22, 2008, and thereafter will be delisted from the NYSE.  Under the terms of the merger agreement, Liberty Mutual will acquire all outstanding shares of common stock of Safeco for $68.25 per share in cash.  The transaction is not subject to financing contingencies.

About Safeco Corporation
 
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 principally through a national network of independent agents and brokers.  Safeco is also one of the nation’s leaders in the sale and service of surety bonds. More information about Safeco can be found at www.safeco.com.
 
About Liberty Mutual Group
 
Boston-based Liberty Mutual Group is a diversified global insurer and sixth largest property and casualty insurer in the U.S. based on 2007 direct written premium.  Liberty Mutual Group also ranks 94th on the Fortune 500 list of largest corporations in the U.S. based on 2007 revenue.  As of December 31, 2007, Liberty Mutual Group had $94.7 billion in consolidated assets, $82.3 billion in consolidated liabilities, and $25.9 billion in annual consolidated revenue. 

Liberty Mutual Group offers a wide range of insurance products and services, including personal automobile, homeowners, workers compensation, commercial multiple peril, commercial automobile, general liability, global specialty, group disability, assumed reinsurance, fire and surety.

Liberty Mutual Group (www.libertymutualgroup.com) employs over 41,000 people in more than 900 offices throughout the world.

FORWARD LOOKING STATEMENTS

This communication, and other statements that Safeco and Liberty Mutual may make, including statements about the benefits of Liberty Mutual's proposed acquisition of Safeco (the "Acquisition"), may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, with respect to Safeco's and Liberty
 
 
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Mutual's anticipated closing date of the Acquisition, financial performance, business prospects and plans, and similar matters.  Forward-looking statements are typically identified by words or phrases such as "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "forecast," and other words and terms of similar meaning.

Safeco and Liberty Mutual caution that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time.  Forward-looking statements speak only as of the date they are made, and Safeco and Liberty Mutual assume no duty to and do not undertake to update forward-looking statements, whether as a result of new information, future events or otherwise.  Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.  Readers are cautioned not to place undue reliance on these forward-looking statements.  In addition to factors previously disclosed in Safeco's documents filed with or furnished to the Securities and Exchange Commission (the "SEC"), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the introduction, withdrawal, success and timing of business initiatives and strategies; the approval of publicly filed rate adjustments; changes in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result in changes in demand for products or services or in the value of Safeco's investment portfolio; the impact of increased competition; the impact of capital improvement projects; the unfavorable resolution of legal proceedings; the impact, extent and timing of technological changes and the adequacy of intellectual property protection; the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of governmental agencies relating to Safeco, Liberty Mutual and their business and operations; terrorist activities and international hostilities, which may adversely affect the general economy, financial and capital markets, specific industries and Safeco, Liberty Mutual and their business and operations; the occurrence, geographic areas impacted and severity of earthquakes, hurricanes, tornadoes or other natural disasters; the ability to attract and retain highly talented professionals; Liberty Mutual and Safeco may be unable to complete the Acquisition because, among other reasons, conditions to the closing of the Acquisition may not be satisfied or waived; and the outcome of any legal proceedings to the extent initiated against Safeco, Liberty Mutual and others following the announcement of the Acquisition cannot be predicted.

Safeco's Annual Report on Form 10-K and Safeco's subsequent reports filed with or furnished to the SEC, accessible on the SEC's website at http://www.sec.gov and on Safeco's website at http://www.safeco.com, discuss certain of these factors in more detail and identify additional factors that can affect forward-looking statements.  The information contained on Safeco's website is not a part of this communication.  For a further discussion of these and other risks and uncertainties affecting Liberty Mutual, see Liberty Mutual's website at www.libertymutual.com/investors.

Contacts:

Safeco
Media:
Paul Hollie, 206-473-5745
 
 
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206-399-8532 (Cell)
or
Investors
Neal Fuller, 206-473-5020
 
or
Liberty Mutual:
Media:
John Cusolito
617-574-5512
617-877-6991 (Cell)
 
 
 
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