8-K 1 ek81402.txt FORM 8-K DATED AUGUST 14, 2002 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): August 14, 2002 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 executive offices) (Zip Code) (651) 310-7911 ---------------------------------- (Registrant's telephone number, including area code) N/A ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 9. Regulation FD Disclosure ------------------------ The following Statements Under Oath were delivered to the Securities and Exchange Commission on Wednesday, August 14, 2002: Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings ------------------------------------------------------------------ I, Jay S. Fishman, Chief Executive Officer of The St. Paul Companies, Inc. (the "Company"), state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of the Company, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K of the Company, filed on March 29, 2002 with the Commission; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. Jay S. Fishman -------------- Subscribed and sworn to before me Jay S. Fishman this 14th day of August, 2002 August 14, 2002 Kristi L. Gilbertson -------------------- Kristi L. Gilbertson Notary Public My Commission Expires: January 31, 2005 ---------------- Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings ------------------------------------------------------------------ I, Thomas A. Bradley, Chief Financial Officer of The St. Paul Companies, Inc. (the "Company"), state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of the Company, and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's Audit Committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - the Annual Report on Form 10-K of the Company, filed on March 29, 2002 with the Commission; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. Thomas A. Bradley ----------------- Subscribed and sworn to before me Thomas A. Bradley this 14th day of August, 2002 August 14, 2002 Jodi Thomas ----------- Jodi Thomas Notary Public My Commission Expires: February 17, 2006 ----------------- 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: Bruce A. Backberg ----------------- Bruce A. Backberg Senior Vice President Date: August 14, 2002