-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oQKMMk0vKHKWnGuqEoh+NTEQTY/rP3RTHuOwDmnkbnvUUiIOnHcVLMPeVNyJPqw8 UoxFza6XvQ4pz3q/NSM/Vw== 0000086312-94-000004.txt : 19940128 0000086312-94-000004.hdr.sgml : 19940128 ACCESSION NUMBER: 0000086312-94-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940124 ITEM INFORMATION: 2 FILED AS OF DATE: 19940126 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: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-10898 FILM NUMBER: 94502709 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6122217911 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 8-K 1 8-K 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): January 24, 1994 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) (612) 221-7911 ---------------------------------- (Registrant's telephone number, including area code) N/A - ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ------------ Filed herewith are statements derived from a press release dated January 24, 1994, of the registrant relating to its results for the year ended December 31, 1993, which will be superseded by the registrant's Annual Report on Form 10-K for such period. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ----------------------------------------------- An Exhibit Index is set forth as the next page in this report. 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 Vice President and Corporate Secretary Date: January 26, 1994 EXHIBIT INDEX ------------- How Exhibit Filed - ------- ----- (99) Additional exhibits . . . . . . . . . . . . . . . (1) (1) Filed electronically under the EDGAR Operational Program. EX-99 2 EXHIBIT 99 Exhibit 99 January 24, 1994 - THE ST. PAUL COMPANIES REPORTS RECORD 1993 EARNINGS St. Paul, Minn. - The St. Paul Companies (NYSE:SPC) reported record operating earnings of $386.6 million, or $8.55 per share, for 1993, compared with last year's operating loss of $333.8 million, or $8.08 per share. "What a pleasure it is to report record operating earnings after last year's record loss," said Douglas W. Leatherdale, chairman and chief executive officer. "In 1993, we reaped the benefits of corrective actions in our underwriting and insurance brokerage operations. In fact, improvement in results was virtually across-the-board. "In addition, 1993 was an average year in terms of catastrophic storms - nothing like 1992, which brought us Hurricane Andrew, the most expensive storm in history. "The decrease in catastrophe losses helped turn around our reinsurance operation, which cut its losses by almost $270 million in 1993. "The John Nuveen Company performed exceptionally well in 1993, reporting record results last week. Based on the stock price at year-end, our 74% ownership of Nuveen was valued at $718 million. "1993 was notable as well for our purchase of Economy Fire & Casualty Company from Kemper Corporation. Economy is a successful personal insurance company and a good fit with our strategy - and it maintained its strong performance in 1993," Leatherdale said. "Not surprisingly, our financial position has never been stronger. Common shareholders' equity at year-end reached a new high of $3.0 billion, or $70.95 per share. Our assets at year-end were $17.1 billion. Debt comprised 17.6 percent of our total capital." Net income for 1993 was a record $427.6 million, or $9.47 per share, compared with a net loss of $156.0 million, or $3.88 per share, for 1992. 1993 net income included after-tax realized investment gains of $41.0 million, or $0.92 per share. The net loss for 1992 included the cumulative effects of two accounting changes adopted in first-quarter 1992, which reduced the net loss by $76.5 million, or $1.81 per share, as well as after-tax realized investment gains of $101.3 million, or $2.39 per share, which included a $65 million gain from the sale of a minority interest in the John Nuveen Company. Fourth-quarter results - ---------------------- For the fourth quarter of 1993, operating earnings were $79.8 million, or $1.76 per share, compared with a loss of $426.3 million, or $10.20 per share (including a $365 million write-down of Minet goodwill), for the fourth quarter of 1992. Fourth quarter operating earnings included a one-time pretax restructuring charge of $21 million, or $0.31 per share (after-tax), related to the company's restructuring of its U.S. underwriting operations. Net income for the fourth quarter of 1993 was $89.7 million, or $1.98 per share, compared with a loss of $417.5 million, or $9.99 per share, for the fourth quarter of 1992. Net income for the fourth quarter of 1993 included after-tax realized investment gains of $9.9 million, or $0.22 per share, compared with $8.7 million, or $0.21 per share, in 1992. Underwriting Operations - ----------------------- THE ST. PAUL COMPANIES TWELVE-MONTHS UNDERWRITING OPERATIONS HIGHLIGHTS Twelve months ended Dec. 31 1993 1992 - --------------------------- ---- ---- Written premiums $3,178,545,000 $3,142,419,000 Underwriting loss ($150,255,000) ($566,886,000) Net investment income $646,396,000 $642,301,000 Pretax operating earnings* $457,752,000 $20,781,000 Statutory combined ratio 104.5 117.8 *excluding realized investment gains THE ST. PAUL COMPANIES FOURTH-QUARTER UNDERWRITING OPERATIONS HIGHLIGHTS Three months ended Dec. 31 1993 1992 -------------------------- ---- ---- Written premiums $842,991,000 $780,036,000 Underwriting loss ($33,397,000) ($212,631,000) Net investment income $156,518,000 $162,349,000 Pretax operating earnings (loss)* $98,422,000 ($87,729,000) Statutory combined ratio 104.2 127.4 *excluding realized investment gains Insurance Brokerage Operations - ------------------------------ The Minet Group, The St. Paul's London-based insurance brokerage operation, had a pretax loss of $12.6 million in 1993, compared with a pretax loss of $432.5 million in 1992. The 1992 loss included a $365 million write-down of Minet goodwill and one-time Minet reorganization and other nonrecurring charges of $39 million. For the fourth quarter of 1993, Minet had pretax income of $395,000, compared with a pretax loss of $380.9 million, including the goodwill write-down, in the fourth quarter of 1992. The John Nuveen Company - ----------------------- The St. Paul's portion of The John Nuveen Company's 1993 pretax earnings totaled $82.6 million, compared with pretax earnings of $82.5 million for 1992. The St. Paul's portion of Nuveen's 1993 earnings was flat when compared with 1992 due to the sale of a minority interest in May 1992. The St. Paul now owns 74 percent of Nuveen. Nuveen's pretax income was actually up 14 percent over 1992. For fourth quarter 1993, The St. Paul's portion of Nuveen's pretax earnings was $20.5 million, compared with $18.6 million for the fourth-quarter 1992. At the end of 1993, Nuveen had a record $32.7 billion in assets under management, compared with $27.3 billion one year ago. Consolidated Financial Position - ------------------------------- Consolidated assets of The St. Paul Companies as of Dec. 31, 1993, were $17.1 billion, compared with $15.4 billion as of Dec. 31, 1992. Common shareholders' equity was $3.0 billion on Dec. 31, 1993, compared with $2.2 billion on Dec. 31, 1992. Book value per common share on Dec. 31, 1993, was $70.95, compared with $52.37 on Dec. 31, 1992. The adoption of Statement of Financial Accounting Standards (SFAS) No. 115 increased 1993 assets by about $764 million and equity by $497 million. SFAS No. 115 requires that the bond portfolio be reported at market value with the corresponding unrealized appreciation (net of taxes) included in shareholders' equity. THE ST. PAUL COMPANIES 1993 RESULTS 1993 1992 ---- ---- Revenues $4,460,172,000 $4,498,692,000 Operating Earnings (Loss) $386,628,000 ($333,791,000) Per Common Share (Fully Diluted) $8.55 ($8.08) Realized Investment Gains, Net of Taxes Investments $40,981,000 $36,436,000 Gain on Sale of Nuveen Shares $0 $64,834,000 Total $40,981,000 $101,270,000 Per Common Share (Fully Diluted) $0.92 $2.39 Cumulative Effects of Accounting Changes $0 $76,483,000 Per Common Share (Fully Diluted) $0 $1.81 Net Income (Loss)* $427,609,000 ($156,038,000) Per Common Share (Fully Diluted) $9.47 ($3.88) THE ST. PAUL COMPANIES FOURTH-QUARTER RESULTS 1993 1992 ---- ---- Revenues $1,171,831,000 $1,101,412,000 Operating Earnings (loss) $79,816,000 ($426,263,000) Per Common Share (Fully Diluted) $1.76 ($10.20) Realized Investment Gains, Net of Taxes $9,877,000 $8,718,000 Per Common Share (Fully Diluted) $0.22 $0.21 Net Income (loss)* $89,693,000 ($417,545,000) Per Common Share (Fully Diluted) $1.98 ($9.99) *Primary earnings per common share are: Fourth Quarter Twelve Months ------------- ------------ 1993 1992 1993 1992 ---- ---- ---- ---- Income (loss) before cumulative effects of accounting change $2.05 ($9.99) $9.84 ($5.69) Cumulative effects of accounting changes $0 $0 $0 $1.81 Net Income (Loss) $2.05 ($9.99) $9.84 ($3.88) -----END PRIVACY-ENHANCED MESSAGE-----