-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, PnnH60JYVw83WdtRXOeJOjjSA/yKLv1305EYH2rJ8qFcento8gNw7odNDMQciXQH rEqB8eEs7cDTkrYMSHEaTw== 0000086312-95-000011.txt : 199506300000086312-95-000011.hdr.sgml : 19950630 ACCESSION NUMBER: 0000086312-95-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL COMPANIES INC /MN/ CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 95550584 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6122217911 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 11-K 1 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, 1994 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) ------------------------------- 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 Statement of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . 5-8 Notes to Financial Statements . . . . . . . . . . . 9-20 Schedule of Assets Held for Investment Purposes . . 21 Schedule of Reportable Transactions . . . . . . . . 22 INDEPENDENT AUDITORS' REPORT ----------------------------- Employee Benefit Plan Trust Committee 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, 1994 and 1993, and the related statements of changes in net assets available for plan benefits with fund information for the years then ended. These financial statements are the responsibility of the Plan 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 at December 31, 1994 and 1993, 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 made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. The fund information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG PEAT MARWICK LLP --------------------- KPMG PEAT MARWICK LLP Minneapolis, Minnesota May 6, 1995 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1994 and 1993 1994 1993 ------------ ------------ Assets: Investments: Common stock of The St.Paul Companies, Inc. $ 41,213,586 $ 36,526,333 Interest income contracts 66,987,665 99,883,068 Fidelity Intermediate Bond Fund 43,353,036 - Wellesley Income Fund 26,660,218 25,336,506 Mellon Stock Funds 26,893,791 24,555,500 Twentieth Century Ultra Fund 33,691,767 28,557,229 Fidelity International Growth Fund 2,252,211 - Participant loans 18,596,626 16,960,061 Short-term investments 2,262,300 16,013,143 ------------ ------------ Total investments 261,911,200 247,831,840 Receivables: Company contributions 1,169,000 - Accrued dividends 345,628 284,473 Other - 3,512 ------------ ------------ Total assets 263,425,828 248,119,825 ------------ ------------ Liabilities: Bank overdraft 810,532 663,634 Forfeitures and other 46,386 3,408 ------------ ------------ Total liabilities 856,918 667,042 ------------ ------------ Net assets available for plan benefits $262,568,910 $247,452,783 ============ ============ See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits With Fund Information Year ended December 31, 1994
Participant Fund A Fund B Fund C Fund D Fund E Fund F Loans --------- --------- --------- --------- --------- --------- ----------- Contributions: Participating companies (salary conversion) $3,245,715 3,384,049 5,308,322 3,068,427 5,554,016 176,892 - Company supplemental match - - - - - - - --------- --------- --------- --------- --------- --------- ----------- 3,245,715 3,384,049 5,308,322 3,068,427 5,554,016 176,892 - --------- --------- --------- --------- --------- --------- ----------- Investment income: Interest - - 6,304,263 - - - 1,222,765 Dividends 1,340,576 1,925,549 1,274,386 721,204 1,045,280 66,167 - Realized and unrealized investment gains (losses), net 325,702 (3,081,451) (1,531,981) (377,963) (2,126,875) (116,431) - --------- --------- --------- --------- --------- --------- ----------- Total investment income 1,666,278 (1,155,902) 6,046,668 343,241 (1,081,595) (50,264) 1,222,765 Transfers from other plans 1,037,801 893,899 769,519 1,139,314 1,588,272 244,921 - --------- --------- --------- --------- --------- --------- ----------- Total additions 5,949,794 3,122,046 12,124,509 4,550,982 6,060,693 371,549 1,222,765 --------- --------- --------- --------- --------- --------- ----------- Retirement and termination distribution benefits and withdrawals: Paid to participants in cash 2,410,760 1,679,286 10,579,065 1,371,037 1,890,973 29,208 1,122,147 Common stock distributed, at market value 434,822 - - - - - - Forfeitures - - - - - - - --------- --------- --------- --------- --------- --------- ----------- Total deductions 2,845,582 1,679,286 10,579,065 1,371,037 1,890,973 29,208 1,122,147 --------- --------- --------- --------- --------- --------- ----------- Net increase prior to interfund transfers 3,104,212 1,442,760 1,545,444 3,179,945 4,169,720 342,341 100,618 Interfund transfers 1,583,041 (119,048) 8,912,189 (841,654) 964,818 1,909,870 1,535,947 --------- --------- --------- --------- --------- --------- ----------- Net increase (decrease) 4,687,253 1,323,712 10,457,633 2,338,291 5,134,538 2,252,211 1,636,565 Net assets available for plan benefits: Beginning of year 36,526,333 25,336,506 99,883,068 24,555,500 28,557,229 - 16,960,061 ---------- ---------- ----------- ---------- ---------- --------- ----------- End of year $41,213,586 26,660,218 110,340,701 26,893,791 33,691,767 2,252,211 18,596,626 ========== ========== =========== ========== ========== ========= ===========
See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits With Fund Information Year Ended December 31, 1994
Short-term Other Investments Unallocated Total ----------- ----------- ------------ Contributions: Participating companies (salary conversion) $ - - 20,737,421 Company supplemental match - 1,169,000 1,169,000 ----------- ----------- ------------ - 1,169,000 21,906,421 ----------- ----------- ------------ Investment income: Interest 72,630 - 7,599,658 Dividends - - 6,373,162 Realized and unrealized investment gains (losses), net - - (6,908,999) ----------- ----------- ------------ Total investment income 72,630 - 7,063,821 Transfers from other plans - - 5,673,726 ----------- ----------- ------------ Total additions 72,630 1,169,000 34,643,968 ----------- ----------- ------------ Retirement and termination distribution benefits and withdrawals: Paid to participants in cash - - 19,082,476 Common stock distributed, at market value - - 434,822 Forfeitures - 10,543 10,543 ----------- ----------- ------------ Total deductions - 10,543 19,527,841 ----------- ----------- ------------ Net increase prior to interfund transfers 72,630 1,158,457 15,116,127 Interfund transfers (13,823,473) (121,690) - ----------- ----------- ------------ Net increase (decrease) (13,750,843) 1,036,767 15,116,127 Net assets available for plan benefits: Beginning of year 16,013,143 (379,057) 247,452,783 ----------- ----------- ------------ End of year 2,262,300 657,710 262,568,910 =========== =========== ============
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits With Fund Information Year Ended December 31, 1993
Participant Short-term Fund A Fund B Fund C Fund D Fund E Loans Investments --------- --------- --------- --------- --------- ----------- ----------- Contributions: Participating companies (salary conversion) $2,240,961 2,414,149 7,357,640 2,533,727 3,179,245 - - Company supplemental match - - - - - - - --------- --------- --------- --------- --------- ----------- ----------- 2,240,961 2,414,149 7,357,640 2,533,727 3,179,245 - - --------- --------- --------- --------- --------- ----------- ----------- Investment income: Interest - - 8,309,735 - - 1,221,100 47,761 Dividends 1,128,234 1,786,389 - 549,039 - - - Realized and unrealized investment gains (losses), net 5,195,602 1,030,095 - 1,849,311 4,731,284 - - --------- --------- --------- --------- --------- ----------- ----------- Total investment income 6,323,836 2,816,484 8,309,735 2,398,350 4,731,284 1,221,100 47,761 Transfers from other plans 122,327 467,561 6,191,897 441,765 286,432 - - --------- --------- --------- --------- --------- ----------- ----------- Total additions 8,687,124 5,698,194 21,859,272 5,373,842 8,196,961 1,221,100 47,761 --------- --------- --------- --------- --------- ----------- ----------- Retirement and termination distribution benefits and withdrawals: Paid to participants in cash 3,545,889 2,074,597 13,477,432 2,210,395 1,745,684 1,055,165 - Common stock distributed, at market value 1,204,580 - - - - - - Forfeitures - - - - - - - --------- --------- --------- --------- --------- ----------- ----------- Total deductions 4,750,469 2,074,597 13,477,432 2,210,395 1,745,684 1,055,165 - --------- --------- --------- --------- --------- ----------- ----------- Net increase (decrease) prior to interfund transfers 3,936,655 3,623,597 8,381,840 3,163,447 6,451,277 165,935 47,761 Interfund transfers (1,748,164) 3,613,888 (20,247,452) 67,850 1,903,007 804,899 15,374,709 --------- ---------- ----------- --------- --------- ----------- ----------- Net increase (decrease) 2,188,491 7,237,485 (11,865,612) 3,231,297 8,354,284 970,834 15,422,470 Net assets available for plan benefits: Beginning of year 34,337,842 18,099,021 111,748,680 21,324,203 20,202,945 15,989,227 590,673 ---------- ---------- ---------- ---------- ---------- ----------- ----------- End of year $36,526,333 25,336,506 99,883,068 24,555,500 28,557,229 16,960,061 16,013,143 ========== ========== ========== ========== ========== =========== ===========
See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits With Fund Information Year Ended December 31, 1993 Other Unallocated Total ----------- ----------- Contributions: Participating companies (salary conversion) $ - 17,725,722 Company supplemental match - - ----------- ----------- - 17,725,722 Investment income: Interest - 9,578,596 Dividends - 3,463,662 Realized and unrealized investment gains (losses), net - 12,806,292 ----------- ----------- Total investment income - 25,848,550 Transfers from other plans - 7,509,982 ----------- ----------- Total additions - 51,084,254 ----------- ----------- Retirement and termination distribution benefits and withdrawals: Paid to participants in cash - 24,109,162 Common stock distributed, at market value - 1,204,580 Forfeitures 74,555 74,555 ----------- ----------- Total deductions 74,555 25,388,297 ----------- ----------- Net increase (decrease) prior to interfund transfers (74,555) 25,695,957 Interfund transfers 231,263 - ----------- ----------- Net increase (decrease) 156,708 25,695,957 Net assets available for plan benefits: Beginning of year (535,765) 221,756,826 ----------- ----------- End of year $ (379,057) 247,452,783 =========== =========== See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements 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, The St. Paul Insurance Company of Illinois, St. Paul Indemnity Insurance Company, The Swett & Crawford Group Inc., Reinsurance Facilities Corporation, Tailored Awards, Inc., St. Paul Reinsurance Management Corporation, Seaboard Surety Company, Minet, Inc., Intere Intermediaries, Inc. and Economy Fire & Casualty Company (as of Jan. 1, 1994) currently participate in the Plan. The Company is the Plan administrator and was also the trustee until March 1, 1994, when it appointed State Street Bank and Trust Company as Plan trustee. The following brief description of the Plan is provided for general information purposes. Participants should refer to the Plan document for more complete information. Participation, Vesting and Forfeitures -------------------------------------- All employees of participating companies, as defined by the Plan, are eligible to participate on the Jan. 1 or July 1 following their employment date. Participants are 100% vested in their contributions and related earnings. Participants become vested in matching 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. Non-vested matching Company contributions are forfeited by terminating participants. Forfeitures can be used to restore accounts, pay Plan administrative expenses or offset matching 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. Contributions ------------- Participants elect to have their employer make salary conversion (pre-tax) contributions to the Plan on their behalf under Section 401(k) of the Internal Revenue Code. Salary conversion contributions are currently limited to 10% of employees' annual base salary. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 1 Description of the Plan (continued) Contributions (continued) ------------------------- Participating companies made matching contributions of 50 cents for every dollar of participant salary conversion contributions up to 6% of their base salary until June 30, 1990. Beginning July 1, 1990 the matching contributions to the Plan were replaced with contributions to The St. Paul Companies, Inc. Savings Plus Preferred Stock Ownership Plan of 60 cents for every dollar of participant salary conversion contributions up to 6% of salary. Effective Jan. 1, 1994, employees of Economy Fire & Casualty Company who do not participate in the Company's stock ownership plan are 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 is made to the Plan annually after Dec. 31, for those participants employed on that date. Investment Funds ---------------- The Plan currently calls for the maintenance of six separate investment funds as described below: Fund A - Company Stock Fund ------ To be 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. Fund B - Balanced Fund ------ To be invested in an investment fund which invests in common stock, corporate and government fixed income securities and cash equivalents. The Plan administrator has selected the Wellesley Income Fund, a mutual fund which is a member of The Vanguard Group of Investment Companies, as the underlying investment for the Balanced Fund. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 1 Description of the Plan (continued) Investment Funds (continued) ---------------------------- Fund C - Income Fund ------ Prior to 1994, the Income Fund invested in deposit administration group annuity contracts issued by banks or insurance companies. The Plan administrator has selected interest income contracts offered by various companies as listed in Note 4. Starting in 1994, the Plan administrator decided that new monies invested in the Income Fund and proceeds from maturing contracts of this fund will all be invested in the Fidelity Intermediate Bond Fund, a mutual fund which invests in investment-grade fixed income obligations of three- to ten-year maturities managed by Fidelity Management and Research, Inc. Fund D - Diversified Fund ----- To be invested in investment funds which invest primarily in common stocks and cash equivalents. The Plan administrator has selected the Mellon Stock Funds, which invest in stock trusts managed by Mellon Capital Management Corporation, a subsidiary of Mellon Bank, as the underlying investment for the Diversified Fund. Fund E - Aggressive Fund ------ To be invested in an investment fund which invests in common stocks of companies that commonly are considered emerging or high growth corporations. The Plan administrator has selected the Twentieth Century Ultra Fund, a common stock mutual fund of Twentieth Century Investors, Inc. as the underlying investment for the Aggressive Fund. Fund F - International Fund ------ To be invested in an investment fund which invests in common stocks and fixed income securities of foreign companies. The Plan administrator has selected the Fidelity International Growth and Income Fund, an international mutual fund managed by Fidelity Management and Research, Inc. The International Fund was first available in the Plan effective April 1, 1994. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 1 Description of the Plan (continued) Participants may elect to have their participating Company salary conversion and Company supplemental match contributions invested in these funds in 5% multiples as they choose and may also transfer their balances daily, effective April 1, 1994, within these funds. 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 Fund A 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. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued 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% or 15% 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. Note 2 Significant Accounting Policies The accompanying Plan financial statements are presented on an accrual basis. 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. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 2 Significant Accounting Policies (continued) The investment in interest income contracts is carried at the contract value of contributions made plus interest at the contract rate less withdrawals for benefits paid. Participant loans are carried at unpaid principal amounts plus accrued interest. Short-term investments are carried at amortized cost which approximates market value. A portion of administrative expenses of the Plan, including trustee, audit and investment fees, is paid by the Company and not reflected in the accompanying financial statements. Plan administrative expenses paid by the Plan are paid out of forfeitures and are shown as such in the accompanying statements of changes in net assets available for plan benefits. Plan forfeitures not used to pay administrative expenses but used to offset company matching contributions or salary conversion contributions are also shown as forfeitures. Certain amounts in the 1993 financial statements have been reclassified to conform to the 1994 presentation. Note 3 Investment in Common Stock of The St. Paul Companies, Inc. Information regarding the Plan's investment in common stock of The St. Paul Companies, Inc. follows: December 31, ---------------------------- 1994 1993 ----------- ----------- Number of shares owned 920,974 812,780* Percent of total shares outstanding 1% 1% Market value per share $ 44.75 $ 44.94* Average cost per share 19.56 15.40* Total cost of shares owned $18,010,231 $12,514,592 Unrealized appreciation 23,203,355 24,011,741 ----------- ----------- Total market value of shares owned $41,213,586 $36,526,333 =========== =========== Dividend income for the year $ 1,340,576 $ 1,128,234 =========== =========== * Reflects the June 6, 1994 2-for-1 stock split. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 4 Investment in Interest Income Contracts Information regarding the Plan's investment in interest income contracts follows. The average annual yield on the interest income contracts was 7.07% in 1994 and 7.58% in 1993: December 31, --------------------------- Company Contract Terms 1994 1993 ---------------- ------------------ ----------- ----------- John Hancock -Deposit of first Life Insurance half 1993 cash flow and 50% of first half 1993 contract payments -5.74% annual interest rate -Repayment on June 30, 1997 $11,330,493 $10,705,385 Protective Life -Deposit 50% of Insurance first half 1993 contract payments -6.48% annual interest rate -Repayment on Dec. 31, 1996 10,114,685 9,499,141 Provident Life -Deposit second and Accident half 1993 cash Insurance flow and contract payments -5.72% annual interest rate -Repayment on Dec. 31, 1997 11,418,860 10,802,640 New York Life -Deposit of 1992 Insurance contract payments and 1992 net cash flow -6.4% annual interest rate -Repayment of 50% on Dec. 31, 1995 and balance on June 30, 1996 24,297,807 22,836,285 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, Continued Note 4 Investment in Interest Income Contracts (continued) December 31, -------------------------- Company Contract Terms 1994 1993 ---------------- ------------------ ----------- ----------- Prudential Life -Deposit of 50% of Insurance 1991 contract payments and 1991 net cash flow to a maximum of $15,500,000 (excluding interest) -8.35% annual interest rate -Repayment of 50% on June 30, 1994 and balance on June 30, 1995 9,825,820 18,507,414 Northwestern -Deposit of 1990 National Life contract payments Insurance -8.6% annual interest rate -Repayment of 50% on June 30, 1993 and balance on June 30, 1994 - 11,673,981 Allstate Life -Deposit of 1990 Insurance net cash flow -8.62% annual interest rate -Repayment on Dec. 31, 1994 - 15,858,222 ----------- ----------- Total contract balance $66,987,665 $99,883,068 ----------- ----------- Interest income for the year $ 6,304,263 $ 8,309,735 =========== =========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 5 Investment in Fidelity Intermediate Bond Fund Information regarding the Plan's investment in shares of the Fidelity Intermediate Bond Fund follows: December 31, ------------------------ 1994 1993 ----------- ------- Number of shares owned 4,410,278 - Market value per share $ 9.83 - Average cost per share 10.02 - Total cost of shares owned $44,189,252 - Unrealized depreciation (836,216) - ----------- ------- Total market value of shares owned $43,353,036 - =========== ======= Dividend income for the year $ 1,274,386 - =========== ======= On December 31, 1993 the Plan invested $14,500,000 from maturing interest income contracts in short-term investments and in early 1994 reinvested these funds in the Fidelity Intermediate Bond Fund. Note 6 Investment in Wellesley Income Fund Information regarding the Plan's investment in shares of the Wellesley Income Fund follows: December 31, ----------------------------- 1994 1993 ----------- ----------- Number of shares owned 1,563,649 1,316,866 Market value per share $ 17.05 $ 19.24 Average cost per share 17.42 17.29 Total cost of shares owned $27,244,583 $22,770,477 Unrealized (depreciation) appreciation (584,365) 2,566,029 ----------- ----------- Total market value of shares owned $26,660,218 $25,336,506 =========== =========== Dividend income for the year $ 1,925,549 $ 1,786,389 =========== =========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 7 Investment in Mellon Stock Funds Information regarding the Plan's investment in units of the Mellon Stock Funds follows: December 31, --------------------------- 1994 1993 ----------- ----------- Daily Opening Stock Index Fund Number of units owned 237,221 - Market value per unit $ 113.37 - Average cost per unit 115.76 - Cost of units owned $27,460,942 - Unrealized depreciation (567,151) - ------------ ---------- Market value of units owned $26,893,791 - ----------- ----------- Stock Index Fund Number of units owned - 41,434 Market value per unit - $ 408.14 Average cost per unit - 323.70 Cost of units owned - $13,412,200 Unrealized appreciation - 3,498,623 ----------- ----------- Market value of units owned - $16,910,823 ----------- ----------- Completion Index Fund Number of units owned - 21,370 Market value per unit - $ 357.73 Average cost per unit - 257.68 Cost of units owned - $ 5,506,568 Unrealized appreciation - 2,138,109 ----------- ----------- Market value of units owned - 7,644,677 ----------- ----------- Total market value of units owned $26,893,791 $24,555,500 =========== =========== Dividend income for the year $ 721,204 $ 549,039 =========== =========== During the first quarter of 1994, the investments in the Mellon Stock Index and Completion Index Funds were reinvested in the Daily Opening Stock Index Fund to facilitate the Plan's daily valuation of participant accounts. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 8 Investment in Twentieth Century Ultra Fund Information regarding the Plan's investment in shares of the Twentieth Century Ultra Fund follows: December 31, --------------------------- 1994 1993 ----------- ----------- Number of shares owned 1,688,810 1,335,074 Market value per share $ 19.95 $ 21.39 Average cost per share 18.21 17.39 Total cost of shares owned $30,755,962 $23,201,152 Unrealized appreciation 2,935,805 5,356,077 ----------- ----------- Total market value of shares owned $33,691,767 $28,557,229 =========== =========== Dividend income for the year $ 1,045,280 $ - =========== =========== Note 9 Investment in Fidelity International Growth and Income Fund Information regarding the Plan's investment in shares of the Fidelity International Growth and Income Fund follows: December 31, ---------------------- 1994 1993 ---------- ------ Number of shares owned 136,250 - Market value per share $ 16.53 - Average cost per share 17.38 - Total cost of shares owned $2,367,920 - Unrealized depreciation (115,709) - ---------- ------- Total market value of shares owned $2,252,211 - ========== ======= Dividend income for the year $ 66,167 - ========== ======= THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 10 Realized and unrealized investment gains (losses) The Plan's net realized and unrealized gains (losses) from investments owned, purchased or sold during the years indicated are summarized by investment as follows: Investment 1994 1993 ----------------------------- ------------ ----------- Common stock of The St. Paul Companies, Inc. $ 325,702 $ 5,195,602 Wellesley Income Fund (3,081,451) 1,030,095 Mellon Stock Fund (377,963) 1,849,311 Twentieth Century Ultra Fund (2,126,875) 4,731,284 Fidelity Bond Fund (1,531,981) - Fidelity International Fund (116,431) - ----------- ----------- Total $(6,908,999) $12,806,292 =========== =========== Note 11 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. The Plan also allows for annual diversification transfers to be made to the Plan by certain participants of The St. Paul Companies, Inc. Employee Stock Ownership Plan (ESOP). These diversification transfers are cash amounts which ESOP participants elect to have invested in the Plan rather than receive as diversification distributions. In 1993, the Plan received the assets of the Intere Intermediaries, Inc. Savings Plan which were transferred into the Plan. Participants of this plan became participants of the Plan effective Jan. 1, 1993. The following is a summary of these transfers to the Plan in 1994 and 1993: 1994 1993 ---------- ---------- Rollover transfers $5,492,568 $2,022,789 ESOP diversification transfers 181,158 114,311 Intere Intermediaries, Inc. plan transfer - 5,372,882 ---------- ---------- Total transfers from other plans $5,673,726 $7,509,982 ========== ========== Note 12 Party-in-Interest Transactions Transactions resulting in Plan assets being transferred to or used by a related party are prohibited under the Pension Reform Act (the Act) unless a specific exemption applied. State Street Bank and Trust Company (State Street), is a party-in-interest as defined by the Act as a result of being trustee of the Plan. State Street is investing plan assets in its short-term investment fund. The Plan also engages in transactions involving the acquisition or disposition of units of participation in 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 trans- actions" provisions of ERISA and the Internal Revenue Code. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Schedule 1 Item 27a-Schedule of Assets Held for Investment Purposes Investments at End of Plan Year December 31, 1994 Description of Current Identity of Issue Investment Cost Value** - ------------------------ --------------------- ------------ ------------ *The St. Paul Companies, Common stock, no par Inc. value, 920,974 shares $ 18,010,231 $ 41,213,586 Interest income contracts: New York Life Insurance 6.40%, due (50%) 12/31/95 & 6/30/96 24,297,807 24,297,807 Prudential Life Insurance 8.35%, due 6/30/95 9,825,820 9,825,820 John Hancock Life Insurance 5.74%, due 6/30/97 11,330,493 11,330,493 Protective Life Insurance 6.48%, due 12/31/96 10,114,685 10,114,685 Provident Life and Accident Insurance 5.72%, due 12/31/97 11,418,860 11,418,860 ------------ ------------ 66,987,665 66,987,665 ------------ ------------ Fidelity Intermediate Bond 4,410,278 mutual fund Fund shares 44,189,252 43,353,036 Wellesley Income Fund 1,563,649 mutual fund shares 27,244,583 26,660,218 Mellon Daily Opening Stock 237,221 stock fund Index Fund units 27,460,942 26,893,791 Twentieth Century Ultra 1,688,810 mutual fund Fund shares 30,755,962 33,691,767 Fidelity International 136,250 mutual fund Growth Fund shares 2,367,920 2,252,211 Participant loans Prime plus 1/2%, maximum 5 years 18,596,626 18,596,626 Short-term investments: *St. Paul Short-Term Pool 5.69%, due on demand 28,967 28,967 *State Street Bank & Trust Fund 5.68%, due on demand 2,233,333 2,233,333 ------------ ------------ 2,262,300 2,262,300 ------------ ------------ Total investments $237,875,481 $261,911,200 ============ ============ *Party-in-interest **For ERISA reporting purposes current value is equal to market value, except for interest income contracts, which are equal to contributions made plus accrued interest at the contract rate less withdrawals for benefits paid and participant loans, which are equal to unpaid principal plus accrued interest. See accompanying independent auditors' report. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Schedule 2 Item 27d-Schedule of Reportable Transactions* Year Ended December 31, 1994 Current Value Identity of Party of the Asset Involved/ Cost on Description of Purchase Selling of the Transaction Net Gain Asset Price Price Asset** Date or Loss - ------------------- ---------- ------------ ------------ ------------ ------ Prudential Life Insurance/ Interest income contract: Withdrawals $ $ 9,823,530 $ 9,823,530 $ 9,823,530 $ - Allstate Life Insurance/ Interest income contract: Withdrawals 17,217,398 17,217,398 17,217,398 - Northwestern National Life/ Interest income contract: Withdrawals 12,158,734 12,158,734 12,158,734 - State Street Bank and Trust Company Short-term investment: Withdrawals 12,267,975 12,267,975 12,267,975 - Fidelity Intermediate Bond Fund/ Mutual Fund Shares: Purchases 57,461,896 57,461,896 57,461,896 Withdrawals 12,576,878 13,272,644 12,576,878 (695,766) Mellon Stock Index Fund/Stock Fund Units: Withdrawals 17,390,171 17,175,680 17,390,171 214,491 Mellon Daily Opening Stock Index Fund/ Stock Fund Units: Purchases 27,460,942 27,460,942 27,460,942 - *No expense incurred with transactions **For ERISA reporting purposes cost is equal to the market value as of the beginning of the year, except for interest income contracts, which are equal to contributions made plus accrued interest at the contract rate less withdrawals for benefits paid. For assets purchased and sold during the year the cost is equal to the purchase price. See accompanying independent auditors' report. 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 28, 1995 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN (The Plan) By /s/ Bruce A. Backberg --------------------- Bruce A. Backberg Vice President, Group General Counsel & Corporate Secretary of the Issuer, Member of the Trust Committee for The St. Paul Companies, Inc. Savings Plus Plan -----END PRIVACY-ENHANCED MESSAGE-----