-----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, Asr++A/CS4P6KbkL7MUXisKAVB0s+wxre/Yf1ZItv4IbRQLW0OKfQNhVi81d2kg2 NR+Zy2fc/8fBeYWwmggc1g== 0000086312-04-000024.txt : 20040405 0000086312-04-000024.hdr.sgml : 20040405 20040405153237 ACCESSION NUMBER: 0000086312-04-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040401 FILED AS OF DATE: 20040405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKOWITZ HOWARD P CENTRAL INDEX KEY: 0000315077 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 04717379 BUSINESS ADDRESS: STREET 1: C/O TRAVELERS PROPERTY CASUALTY CORP STREET 2: ONE TOWER SQU CITY: HARTFORD STATE: CT ZIP: 06118 BUSINESS PHONE: 8602770111 MAIL ADDRESS: STREET 1: C/O TRAVELERS PROPERTY CASUALTY CORP STREET 2: ONE TOWER SQU. CITY: HARTFORD STATE: CT ZIP: 06118 4 1 c0000315077d20040405f4f.xml PRIMARY DOCUMENT X0201 4 2004-04-01 0 0000086312 ST PAUL TRAVELERS COMPANIES INC STA 0000315077 BERKOWITZ HOWARD P THE ST. PAUL TRAVELERS COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL MN 55102 1 0 0 0 Common Stock 2004-04-01 4 A 0 8319.19 0 A 8319.19 D Stock Options (Right to buy) 29.54 2004-04-01 4 A 0 2167 0 A 2003-09-25 2012-09-25 Common Stock 2167 2167 D Stock Options (Right to buy) 37.87 2004-04-01 4 A 0 2167 0 A 2004-04-24 2013-04-24 Common Stock 2167 2167 D 4.5% Convertible Jr. Subordinated Notes due 2032 53.37 2004-04-01 4 A 0 177500 0 A 2003-03-28 2032-04-15 Common Stock 177500 177500 D Shares received in exchange for shares of Class A and Class B Common Stock of Travelers Property Casualty Corp. ("Travelers") in connection with the merger between Travelers and The St. Paul Companies, Inc. ("St. Paul"). Pursuant to the merger, each share of Travelers Class A and Class B Common Stock was exchanged for .4334 of a share of The St. Paul Travelers Companies, Inc. ("St. Paul Travelers") Common Stock, with cash paid for any fractional Travelers share. On April 1, 2004, the effective date of the merger, the closing price of St. Paul Common Stock was $40.77, and the closing prices of Travelers Class A and Class B Common Stock were $17.57 and $17.40 per share, respectively. Includes 4,159.19 shares of deferred, unissued Common Stock granted pursuant to the Travelers Compensation Plan for Non-Employee Directors. Option received in the merger between Travelers and St. Paul in exchange for an option to purchase Travelers Class A Common Stock. In the merger, each outstanding option to purchase Travelers Common Stock was converted to an option to purchase shares of St. Paul Travelers Common Stock on substantially the same terms, except that the number of shares was adjusted by multiplying the number of Travelers option shares by .4334 (rounding down to the nearest whole number) and the option exercise price was adjusted by dividing the Travelers exercise price by .4334. Option vests over five years in 20% annual increments beginning one year after the date of grant. The date exercisable reported in the table is the first 20% vesting date. Mr. Berkowitz beneficially owns $177,500 principal amount of Travelers Property Casualty Corp. 4.5% Convertible Junior Subordinated Notes Due 2032. The Notes may be converted into shares of St. Paul Travelers Common Stock after March 27, 2003 at an initial conversion rate of .4684 of a share of St. Paul Travelers Common Stock for each $25 principal amount of the Notes (or $53.37). The initial conversion rate of $53.37 is subject to adjustment upon the occurrance of certain events. Anthony M. Pepper, Attorney-in-Fact 2004-04-05 -----END PRIVACY-ENHANCED MESSAGE-----