-----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, NgHMUtP3k+WZB6gADA0qY4NPQxQIs5YqEonBF7Co5/Hub0Lo8qZWR3GXyKRKveU/ DzVhgajO66xGheyAMyageg== 0000086312-99-000004.txt : 19990305 0000086312-99-000004.hdr.sgml : 19990305 ACCESSION NUMBER: 0000086312-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990304 ITEM INFORMATION: FILED AS OF DATE: 19990304 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: 8-K SEC ACT: SEC FILE NUMBER: 001-10898 FILM NUMBER: 99556938 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 8-K 1 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 --------------------------- Date of Report (Date of earliest event reported): March 4, 1999 THE ST. PAUL COMPANIES, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Minnesota 0-3021 41-0518860 - ------------------- -------------------- --------------------- (State of (Commission File (I.R.S. Employer Incorporation) Number) Identification No.) 385 Washington St., St. Paul, MN 55102 - -------------------------------- ---------- (Address of principal (Zip Code) executive offices) (651) 310-7911 ---------------------------------- (Registrant's telephone number, including area code) N/A - ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events. ------------ On March 2, 1999, The St. Paul Companies announced that it was revising its previously announced 1998 financial results. These changes will increase The St. Paul's 1998 net income by $24.1 million, from $65.2 million, or $0.22 per share, to $89.3 million, or $0.32 per share. The revisions will have an insignificant impact on the company's performance for 1999 and beyond. These changes were made after discussions with the Securities and Exchange Commission in the context of the SEC staff's review of The St. Paul's debt shelf registration statement. They pertain to certain charges taken by The St. Paul in the second quarter of 1998 following its merger with USF&G Corporation. The changes relate principally to the timing and amount of certain severance expenses and to the recharacterization of a portion of the second-quarter charges as not "merger-related." The company also announced that it will be restating its financial statements for the second and third quarters of 1998 to reflect the revised accounting and reporting for the second quarter charges. The St. Paul's revised results for the year ended Dec. 31, 1998 are included on the following page. Results for the year ended Dec. 31, 1997 were unaffected by the 1998 changes, but are presented for comparative purposes. THE ST. PAUL COMPANIES CONSOLIDATED YEAR-END RESULTS Year ended Dec. 31 1998 1997 - ------------------------ ------ ------ Revenues $9,108,401,000 $9,623,179,000 Pretax Operating Earnings (Loss) Property-Liability Insurance* ($56,462,000) $978,253,000 Life Insurance** $22,624,000 $63,886,000 Asset Management $103,960,000 $92,617,000 Parent and Other*** ($318,098,000) ($222,096,000) ------------ ------------ Total Pretax Operating Loss ($247,976,000) $912,660,000 Income Tax Expense (Benefit) ($208,394,000) $169,801,000 ------------ ------------ Operating Earnings (Loss) from Continuing Operations ($39,582,000) $742,859,000 Per Common Share (Basic) ($0.22) $3.16 Per Common Share (Diluted) ($0.22) $2.95 Realized Investment Gains, Net of Taxes $128,930,000 $254,183,000 Per Common Share (Basic) $0.55 $1.11 Per Common Share (Diluted) $0.54 $1.01 Discontinued Operations, Net of Taxes - ($67,750,000) Per Common Share (Basic) - ($0.30) Per Common Share (Diluted) - ($0.27) ------------ ------------- Net Income $89,348,000 $929,292,000 Per Common Share (Basic) $0.33 $3.97 Per Common Share (Diluted) $0.32 $3.69 Common Shareholders' Equity $6,620,811,000 $6,591,443,000 Per Common Share $28.32 $28.27 Total Assets $38,322,708,000 $37,358,828,000 *The Property-Liability Insurance loss reflects $157 million of merger-related charges, $34 million of restructuring charges, and a $250 million loss reserve strengthening provision. **Life Insurance earnings reflect $9 million of merger- related charges and a $41 million writedown of certain deferred policy acquisition costs. ***Parent and Other loss reflects $126 million of merger-related charges. 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. THE ST. PAUL COMPANIES, INC. By /s/ Bruce A. Backberg --------------------- Bruce A. Backberg Senior Vice President and Chief Legal Counsel Date: March 4, 1999 -----END PRIVACY-ENHANCED MESSAGE-----