8-K/A 1 ek928a.txt AMENDMENT NO. 1 TO FORM 8-K DATED 9/28/01 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 --------------------------- Date of Report (Date of earliest event reported): September 28, 2001 THE ST. PAUL COMPANIES, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Minnesota 001-10898 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) Amendment No. 1 ----------------------- The St. Paul's Current Report on Form 8-K dated September 28, 2001 and filed on October 15, 2001 reported the completion of The St. Paul's sale of Fidelity and Guaranty Life Insurance Company (F&G Life) to Old Mutual plc, a London-based international financial services company. Included in that Form 8-K were the pro forma financial statements required under Item 7(b) of Form 8-K and Article 11 of Regulation S-X. The purpose of this amendment is to restate certain of that pro forma financial information. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Not applicable. (b) Pro Forma Financial Information: (i) The St. Paul Companies, Inc. Pro Forma Consolidated, Condensed Balance Sheet as of June 30, 2001, as restated. (ii) The St. Paul Companies, Inc. Pro Forma Consolidated, Condensed Income Statement for the six months ended June 30, 2001, as restated. (iii) The St. Paul Companies, Inc. Pro Forma Consolidated, Condensed Income Statement for the year ended December 31, 2000 is incorporated herein by reference to the "Life Insurance Segment" section of "Note 12-Discontinued Operations" to the consolidated financial statements included in The St. Paul Companies, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, and which was attached as Exhibit 99(a) to The St. Paul Companies, Inc. Current Report on Form 8-K dated September 28, 2001. Pro Forma Financial Information The St. Paul Companies, Inc. and Subsidiaries Pro Forma Consolidated, Condensed Balance Sheet As of June 30, 2001 --------------------------------------------------------- Previously Restated Pro Reported Pro Forma Forma Balance (In millions) Pro Forma* Adjustment Sheet ----------- ---------- ---------- ------------- Assets: Fixed maturities $15,823 $ - $15,823 Other investments 5,502 - 5,502 ------- ------- ------- Total investments 21,325 - 21,325 Cash 433 - 433 Reinsurance recoverable on unpaid losses 5,121 - 5,121 Other assets 8,580 - 8,580 ------- ------- ------- Total assets 35,459 - 35,459 ======= ======= ======= Liabilities: Loss and loss adjustment expense reserves 18,411 - 18,411 Unearned premium reserves 3,908 - 3,908 ------- ------- ------- Total insurance reserves 22,319 - 22,319 Other liabilities 6,337 $8(1) 6,345 ------- ------- ------- Total liabilities 28,656 8 28,664 ------- ------- ------- Shareholders' equity 6,803 (8)(2) 6,795 ------- ------- ------- Total liabilities and shareholders' equity $35,459 $ - $35,459 ======= ======= ======= * Pro forma balance sheet data as previously reported in The St. Paul Companies, Inc. Current Report on Form 8-K dated September 28, 2001. The pro forma adjustments to the pro forma consolidated condensed balance sheet are as follows: (1) Record accrual for additional amount payable to Old Mutual plc due to the decline in the fair value of certain investments prior to closing ($12 million), less applicable tax benefit ($4 million). (2) Record net impact on shareholders' equity of additional amount payable to Old Mutual plc. Pro Forma Financial Information The St. Paul Companies, Inc. and Subsidiaries Pro Forma Consolidated, Condensed Income Statement For the Six Months Ended June 30, 2001 ------------------------------------ Restated Previously Pro Forma Reported Pro Forma Income (In millions, except share data) Pro Forma* Adjustment Statement ------------------------------ ---------- ---------- --------- Revenues: -------- Premiums earned $3,371 $ - $3,371 Net investment income 635 - 635 Asset management 170 - 170 Realized investment gains 83 - 83 Other 71 - 71 ------- ------- ------- Total revenues 4,330 - 4,330 ------- ------- ------- Expenses: -------- Insurance losses and loss adjustment expenses 2,529 - 2,529 Policy acquisition expenses 736 - 736 Operating and administrative expenses 634 - 634 ------- ------- ------- Total expenses 3,899 - 3,899 ------- ------- ------- Income from continuing operations before income taxes 431 - 431 Income tax expense 126 - 126 ------- ------- ------- Income from continuing operations 305 - 305 Discontinued operations, net of taxes (65) ($8)(1) (73) ------- ------- ------- Net income $ 240 ($8) $ 232 ======= ======= ======= Basic earnings per common share: Income from continuing operations $1.37 $ - $ 1.37 Discontinued operations, net of taxes (0.30) (0.04) (0.34) ------- ------- ------- Net income $1.07 $(0.04) $ 1.03 ======= ======= ======= Diluted earnings per common share: Income from continuing operations $1.32 $ - $ 1.32 Discontinued operations, net of taxes (0.28) (0.03) (0.31) ------- ------- ------- Net income $1.04 $(0.03) $ 1.01 ======= ======= ======= * Pro forma income statement data as previously reported in The St. Paul Companies, Inc. Current Report on Form 8-K dated September 28, 2001. (1) Record additional amount payable to Old Mutual plc due to the decline in the fair value of certain investments prior to closing ($12 million), less applicable tax benefit ($4 million). For purposes of calculating basic earnings per share, weighted average shares outstanding totaled 215.3 million. For purposes of calculating diluted earnings per share, weighted average shares outstanding totaled 228.1 million. (c) Exhibits: Exhibit No. Exhibit ---------- ------- 2(a) Stock Purchase Agreement between St. Paul Fire and Marine Insurance Company and Old Mutual plc related to the sale of F&G Life (the "Agreement") is incorporated by reference to Exhibit (2)(a) of The St. Paul Companies, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 2(b) Letter Agreement between St. Paul Fire and Marine Insurance Company, Old Mutual plc and Old Mutual U.S. Life Holdings, Inc., dated as of September 26, 2001, which amends the Agreement, is incorporated by reference to The St. Paul Companies, Inc. Current Report on Form 8-K dated September 28, 2001. 99(a) "Life Insurance Segment" section of "Note 12 - Discontinued Operations" to the consolidated financial statements included in The St. Paul Companies, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 is incorporated by reference to The St. Paul Companies, Inc. Current Report on Form 8- K dated September 28, 2001. 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 Date: October 29, 2001