-----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, KtZh11obBDpbwXq73o1hLkK8sK8sDJATmniBf4+r6BOXSl7KBuOyEnaXGyVMtFZN w0tv0Gun+3juxzbzO2f8Zg== /in/edgar/work/20000714/0000086312-00-000018/0000086312-00-000018.txt : 20000920 0000086312-00-000018.hdr.sgml : 20000920 ACCESSION NUMBER: 0000086312-00-000018 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000714 EFFECTIVENESS DATE: 20000714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL COMPANIES INC /MN/ CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: [6331 ] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-50937 FILM NUMBER: 672954 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 S-8 POS 1 0001.txt As filed with the Securities and Exchange Commission on July 14, 2000 Registration Statement No. 333-50937 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ The St. Paul Companies, Inc. (Exact name of registrant as specified in its charter) Minnesota 41-0518860 ------------------------ -------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 385 Washington Street, St. Paul Minnesota 55102 --------------------------------------------------------- (Address, including zip code, of principal executive offices) St. Paul Specialty Auto Group 401(k) Plan, formerly known as Titan Holdings, Inc. 401(k) Plan (Full title of the plan) Bruce A. Backberg, Esq. The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 (651) 310-7911 (Name, address, including zip code, and telephone number, including area code, of agent for service) DEREGISTRATION OF SECURITIES Pursuant to the Registration Statement on Form S-8, Registration Number 333-50937 (the "Registration Statement"), filed on April 24, 1998, to which this Post-Effective Amendment No. 1 relates, The St. Paul Companies, Inc. (the "Registrant") registered 30,000 shares of common stock, no par value, including the associated Preferred Share Purchase Rights (the "Shares"), and an indeterminate amount of interests in the St. Paul Specialty Auto Group 401(k) Plan, formerly known as the Titan Holdings, Inc. 401(k) Plan (the "Plan"). On May 1, 2000, the Registrant completed the sale of all of the issued and outstanding capital stock of THI Holdings (Delaware), Inc. (generally the successor to Titan Holdings, Inc., and the parent company of Titan Holdings Services Corporation), a Delaware corporation ("THI"), to The Prudential Insurance Company of America, a New Jersey mutual life insurance company ("Prudential"), pursuant to a Stock Purchase Agreement, dated as of December 30, 1999, between United States Fidelity and Guaranty Company, a Maryland insurance corporation and a wholly-owned subsidiary of the Registrant, and Prudential. This Post-Effective Amendment No. 1 deregisters all unissued Shares that were registered by the Registration Statement and all interests remaining to be issued under the Plan. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Ramsey, State of Minnesota, on the 14th day of July, 2000. THE ST. PAUL COMPANIES, INC. By: /s/ Bruce A. Backberg ---------------------- Bruce A. Backberg Senior Vice President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Douglas W. Leatherdale Chief Executive Officer July 14, 2000 ---------------------- and Director (Principal (Douglas W. Leatherdale) Executive Officer) /s/ Paul J. Liska Executive Vice July 14, 2000 ------------- President and Chief (Paul J. Liska) Financial Officer (Principal Financial Officer) /s/ Thomas A. Bradley Senior Vice July 14, 2000 ----------------- President-Finance (Thomas A. Bradley) (Principal Accounting Officer) /s/ John H. Dasburg* ---------------- Director July 14, 2000 (John H. Dasburg) /s/ W. John Driscoll* ----------------- Director July 14, 2000 (W. John Driscoll) /s/ Pierson M. Grieve* ------------------ Director July 14, 2000 (Pierson M. Grieve) /s/ Thomas R. Hodgson* ------------------ Director July 14, 2000 (Thomas R. Hodgson) /s/ David G. John* -------------- Director July 14, 2000 (David G. John) /s/ William H. Kling* ----------------- Director July 14, 2000 (William H. Kling) /s/ Bruce K. MacLaury* ------------------ Director July 14, 2000 (Bruce K. MacLaury) /s/ Glen D. Nelson* --------------- Director July 14, 2000 (Glen D. Nelson) /s/ Anita M. Pampusch* ------------------ Director July 14, 2000 (Anita M. Pampusch) /s/ Gordon M. Sprenger* ------------------- Director July 14, 2000 (Gordon M. Sprenger) * by /s/ Bruce A. Backberg -------------------- Bruce A. Backberg Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 14th day of July, 2000. ST. PAUL SPECIALTY AUTO GROUP 401(k) PLAN By: /s/ Joseph Metz --------------- Joseph Metz Vice President Titan Holdings Services Corporation Plan Administrator EXHIBIT INDEX Exhibit Description Number -------------- - ------- 24 Power of Attorney (Originally filed with, and incorporated by reference from, the Registration Statement on Form S-8 of the Registrant, filed on April 24, 1998) -----END PRIVACY-ENHANCED MESSAGE-----