-----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, DrdPllKX4vb5ZjCddMan3N1uiDJK9vk/q0ysP04jw38fUNumR1KPB/dD1vEVnQUO w6hNGNX71D3s8mMpxg/H8Q== 0000086312-94-000011.txt : 19940617 0000086312-94-000011.hdr.sgml : 19940617 ACCESSION NUMBER: 0000086312-94-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940616 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 94534457 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 11-K 1 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 11-K X Annual Report Pursuant to Section 15(d) of the --- Securities Exchange Act of 1934 (Fee Required) or Transition Report Pursuant to Section 15(d) of --- the Securities Exchange Act of 1934 (no fee required) for the transition period from to . ----------- ----------- For the fiscal year ended December 31, 1993 Commission file number 0-3021 ----------------------- THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN THE ST. PAUL COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL, MINNESOTA 55102 (Full title of the Plan and address of the Plan) ------------------------- THE ST. PAUL COMPANIES, INC. 385 WASHINGTON STREET ST. PAUL, MINNESOTA 55102 (Name and address of principal executive offices of the issuer of the securities) -------------------------- REQUIRED INFORMATION -------------------- The St. Paul Companies, Inc. Savings Plus Plan (the "Plan") is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and for purposes of satisfying the requirements of Form 11-K has included for filing herewith the Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA. Financial Statements and Schedules Page - ---------------------------------- ---- Independent Auditors' Report. . . . . . . . . . . . . . . . . 3 Statements of Net Assets Available for Plan Benefits. . . . . . . . . . . . . . . . . . . . . . 4 Statements of Changes in Net Assets Available for Plan Benefits. . . . . . . . . . . . . . . . . 5 Notes to Financial Statements . . . . . . . . . . . . . . . . 6-18 Schedule of Assets Held for Investment Purposes . . . . . . . 19 Schedule of Reportable Transactions . . . . . . . . . . . . . 20 INDEPENDENT AUDITORS' REPORT ---------------------------- Employee Benefit Plan Trust Committee The St. Paul Companies, Inc. Savings Plus Plan: We have audited the accompanying statements of net assets available for plan benefits of The St. Paul Companies, Inc. Savings Plus Plan (the Plan) as of December 31, 1993 and 1992, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of The St. Paul Companies, Inc. Savings Plus Plan at December 31, 1993 and 1992, and the changes in the net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information included in Schedules 1 and 2 is presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ KPMG PEAT MARWICK ----------------- KPMG PEAT MARWICK Minneapolis, Minnesota May 6, 1994 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1993 and 1992 1993 1992 ---- ---- Assets: Investments: Common stock of The St. Paul Companies, Inc. $ 36,526,333 $ 34,337,842 Interest income contracts 99,883,068 111,748,680 Wellesley Income Fund 25,336,506 18,099,021 Mellon Stock Funds 24,555,500 21,324,203 Twentieth Century Ultra Fund 28,557,229 20,202,945 Participant loans 16,960,061 15,989,227 Short-term investments 16,013,143 590,673 ----------- ----------- Total investments 247,831,840 222,292,591 Accrued dividends receivable 284,473 303,243 Other 3,512 - ----------- ----------- Total assets 248,119,825 222,595,834 ----------- ----------- Liabilities: Bank overdraft 663,634 831,742 Forfeitures payable 3,408 7,266 ----------- ----------- Total liabilities 667,042 839,008 ----------- ----------- Net assets available for plan benefits $247,452,783 $221,756,826 =========== =========== See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1993 and 1992 1993 1992 ---- ---- Contributions: Participating companies (salary conversion) $ 17,725,722 $ 16,824,734 Investment income: Interest 9,578,596 9,865,812 Dividends 3,463,662 3,022,584 Realized and unrealized investment gains, net 12,806,292 3,821,331 ----------- ----------- Total investment income 25,848,550 16,709,727 Transfers from other plans 7,509,982 1,175,848 ----------- ----------- Total additions 51,084,254 34,710,309 ----------- ----------- Retirement and termination distribution benefits and withdrawals: Paid to participants in cash 24,109,162 10,294,458 Common stock distributed, at market value 1,204,580 732,944 Forfeitures 74,555 88,744 ----------- ----------- Total deductions 25,388,297 11,116,146 ----------- ----------- Change in net assets available for plan benefits 25,695,957 23,594,163 Net assets available for plan benefits: Beginning of year 221,756,826 198,162,663 ----------- ----------- End of year $247,452,783 $221,756,826 =========== =========== See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements (1)Description of the Plan ----------------------- (a) General Provisions ------------------ The St. Paul Companies, Inc. Savings Plus Plan (Plan) is a defined contribution plan which provides retirement and other benefits to eligible employees of participating companies. The St. Paul Companies, Inc. (Company) and its subsidiaries, St. Paul Fire and Marine Insurance Company, The St. Paul Insurance Company of Illinois, St. Paul Indemnity Insurance Company, The Swett & Crawford Group Inc., Reinsurance Facilities Corporation, St. Paul Reinsurance Management Corporation, Seaboard Surety Company, Minet, Inc. and Intere Intermediaries, Inc. (as of January 1, 1993) currently participate in the Plan. The Company administers the Plan and is also the Trustee. The following brief description of the Plan is provided for general information purposes. Participants should refer to the Plan document for more complete information. (b) Participation, Vesting and Forfeitures -------------------------------------- All employees of participating companies with one year of service, as defined by the Plan, are eligible to participate. Participants are 100% vested in their contributions and related earnings. Participants become vested in matching Company contributions at the rate of 20% after two years of service, increasing 20% per year of additional service and are 100% vested after six years of service. Non-vested matching Company contributions are forfeited by terminating participants. Forfeitures can be used to restore accounts, pay Plan administrative expenses or offset matching Company contributions or salary conversion contributions. Upon termination of the Plan or change in control of the company, participant account balances would vest in full. (c) Contributions ------------- Participants may elect to have their employer make salary conversion (pre-tax) contributions to the Plan on their behalf under Section 401(k) of the Internal Revenue Code. Salary conversion contributions are currently limited to 10% of employees' annual base salary. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (1) Description of the Plan (continued) ----------------------------------- (c) Contributions (continued) ------------------------- Participating companies made matching contributions of 50 cents for every dollar of participant salary conversion contributions up to 6% of their base salary until June 30, 1990. Beginning July 1, 1990 the matching contributions to the Plan were replaced with contributions to The St. Paul Companies, Inc. Savings Plus Preferred Stock Ownership Plan of 60 cents for every dollar of participant salary conversion contributions up to 6% of salary. (d) Investment Funds ---------------- The Plan currently calls for the maintenance of five separate investment funds as described below: Fund A - Company Stock Fund ------ To be invested in shares of common stock of The St. Paul Companies, Inc., up to a maximum of 10% of the Company's outstanding common stock. Fund B - Balanced Investment Fund ------ To be invested in an investment fund which invests in common stock, corporate and government fixed income securities and cash equivalents. The Plan trustee has selected the Wellesley Income Fund, a mutual fund which is a member of The Vanguard Group of Investment Companies, as the underlying investment for Fund B. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (1) Description of the Plan (continued) ----------------------------------- (d) Investment Funds (continued) ---------------------------- Fund C- Interest Income Fund ------ To be invested in deposit administration group annuity contracts issued by banks or insurance companies. The Plan trustee has selected interest income contracts offered by various companies as listed in Note 4. Starting in 1994, new monies directed to this fund and proceeds from maturing contracts of this fund will all be invested in the Fidelity Intermediate Bond Fund, a mutual fund which invests in investment grade fixed income obligations of three to ten year maturities. Fund D- Diversified Equity Fund ------ To be invested in investment funds which invest primarily in common stocks and cash equivalents. The Plan trustee has selected the Mellon Stock Funds, which invest in stock trusts managed by Mellon Capital Management Corporation, a subsidiary of Mellon Bank, as the underlying investment for Fund D. Fund E- Aggressive Equity Fund ------ To be invested in an investment fund which invests in common stocks of companies that commonly are considered emerging or high growth corporations. The Plan trustee has selected the Twentieth Century Ultra Fund, a common stock mutual fund of Twentieth Century Investors, Inc. as the underlying investment for Fund E. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (1) Description of the Plan (continued) ----------------------------------- (d) Investment Funds (continued) ---------------------------- Participants may elect to have their participating company salary conversion contributions invested in these funds in 5% multiples as they choose and may also transfer their balances monthly within these funds. Investment income is allocated monthly to participant accounts on the basis of each participant's respective share of the assets of each applicable fund. (e) Distributions ------------- Distribution of benefits from the Plan is made upon retirement, permanent total disability, death or employment termination. Distributions from Fund A may be made either in shares of common stock of The St. Paul Companies, Inc., cash or any combination thereof at the discretion of the participant. Distributions are based on a participant's share of the market value of the assets in the applicable funds at the end of the month when the distribution occurs. Benefits paid for 1993 were significantly higher than 1992 because of an early retirement program offered by the Company. Participants are permitted withdrawals from their share of company matching and salary conversion contributions for financial hardship reasons, as defined by the Plan. (f) Participant Loans ----------------- Participants may request to receive as a loan from the Plan up to 50% of their vested account balance subject to a minimum of $500 and a maximum of $50,000. Loans are made at current prime interest rate plus 1/2% and must be repaid by payroll deduction over a maximum period of five years. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (1) Description of the Plan (continued) ----------------------------------- (g) Tax Status ---------- The Internal Revenue Service has issued a determination letter stating that the Plan qualifies under Section 401(a) of the Internal Revenue Code and that the trust created thereunder is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code. Since the receipt of the determination letter, certain Plan amendments have been made. It is the opinion of the Company that the Plan continues to qualify under Section 401(a) of the Internal Revenue Code. Company matching contributions invested in the Plan and salary conversion contributions invested in the Plan for participants by their employers are not taxed to the participant until received as a distribution from the Plan. Any appreciation of shares of common stock of The St. Paul Companies, Inc. distributed to a participant is not taxed until the participant disposes of such shares. Under certain circumstances a distribution may be subject to excise taxes of 10% or 15% in addition to normal income tax. Plan loans to participants are generally not considered taxable income. Taxes on rollover transfers are deferred until the rollover amounts are received as a distribution from the Plan. (h) Plan Termination ---------------- Although the Company expects to continue the Plan indefinitely, it has reserved the right to terminate the Plan at any time. Upon such termination, the Plan administrator would direct the Plan trustee to distribute participant account balances. Upon termination of the Plan or change in control of the Company, participant account balances would vest in full. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (2) Significant Accounting Policies ------------------------------- The accompanying Plan financial statements are presented on an accrual basis. The investment in common stock of The St. Paul Companies, Inc. and in shares or units of investment funds are carried at market value, based on published market quotations. Realized gains or losses on sales of these investments and the change in unrealized appreciation or depreciation in market value of these investments are presented in total in the statements of changes in net assets available for plan benefits. The average cost method is used to determine cost of shares sold or distributed. Purchases and sales of investments are recorded on a trade date basis. The investment in interest income contracts is carried at the contract value of contributions made plus interest at the contract rate less withdrawals for benefits paid. Participant loans are carried at unpaid principal amounts plus accrued interest. Short-term investments are carried at amortized cost which approximates market value. Interest and dividends on investments, contributions and benefits payable are recorded on the accrual basis. A portion of administrative expenses of the Plan, including trustee, audit and investment fees, is paid by the Company and not reflected in the accompanying financial statements. Plan administrative expenses paid by the Plan are paid out of forfeitures and are shown as such in the accompanying statements of changes in net assets available for plan benefits. Plan forfeitures not used to pay administrative expenses but used to offset company matching contributions or salary conversion contributions are also shown as forfeitures. Certain amounts in the 1992 financial statements have been reclassified to conform to the 1993 presentation. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (3) Investment in Common Stock of The St. Paul Companies, Inc. --------------------------------------------------------- Information regarding the Plan's investment in common stock of The St. Paul Companies, Inc. follows: December 31, ----------------------- 1993 1992 ---- ---- Number of shares owned 406,390 445,946 Percent of total shares outstanding 1% 1% Market value per share $ 89.88 $ 77.00 Average cost per share 30.79 29.67 Total cost of shares owned $12,514,592 $13,230,473 Unrealized appreciation 24,011,741 21,107,369 ---------- ---------- Total market value of shares owned $36,526,333 $34,337,842 ========== ========== Dividend income for the year $ 1,128,234 $ 1,208,820 ========== ========== (4) Investment in Interest Income Contracts --------------------------------------- Information regarding the Plan's investment in interest income contracts follows: December 31, ------------------------ Company Contract Terms 1993 1992 ------- -------------- ---- ---- John Hancock - Deposit of first half Life Insurance 1993 cash flow and 50% of first half 1993 contract payments - Initial annual interest rate of 6.74% and reset every six months - Repayment on June 30, 1997 $10,705,385 - Protective Life - Deposit 50% of first Insurance half 1993 contract payments - 6.48% annual interest rate - Repayment on December 31, 1996 9,499,141 - THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (4) Investment in Interest Income Contracts (continued) --------------------------------------------------- December 31, ------------------ Company Contract Terms 1993 1992 ------- -------------- ---- ---- Provident Life - Deposit second half and Accident 1993 cash flow and Insurance contract payments - 5.72% annual interest rate - Repayment on December 31, 1997 10,802,640 - New York Life - Deposit of 1992 Insurance contract payments and 1992 net cash flow - 6.4% annual interest rate - Repayment of 50% on December 31, 1995 and balance on June 30, 1996 22,836,285 22,361,854 Prudential Life - Deposit of 50% of Insurance 1991 contract payments and 1991 net cash flow to a maximum of $15,500,000 (excluding interest) - 8.35% annual interest rate - Repayment of 50% on June 30, 1994 and balance on June 30, 1995 18,507,414 17,798,834 Metropolitan - Deposit of 50% of Life Insurance 1991 contract payments - 8.20% annual interest rate - Repayment on December 31, 1993 - 15,387,821 Seafirst - Deposit of 1989 National Bank net cash flow - 9.76% annual interest rate - Repayment of 50% on December 31, 1991 and balance on December 31, 1992 - 18,589,516 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (4) Investment in Interest Income Contracts (continued) --------------------------------------------------- December 31, ----------------------- Company Contract Terms 1993 1992 ------- -------------- ---- ---- Northwestern - Deposit of 1990 National Life contract payments Insurance - 8.6% annual interest rate - Repayment of 50% on June 30, 1993 and balance on June 30, 1994 11,673,981 22,400,551 Allstate Life - Deposit of 1990 Insurance net cash flow - 8.62% annual interest rate - Repayment on December 31, 1994 15,858,222 15,210,104 ----------- ----------- Total contract balance $99,883,068 $111,748,680 =========== =========== Interest income for the year $ 8,309,736 $ 8,556,648 =========== =========== On December 31, 1993 the Plan temporarily invested $14,500,000 of the maturity payment from the Metropolitan Life contract in short-term investments. The Plan trustee subsequently selected the Fidelity Intermediate Bond Fund for investment of the above short-term investment and all future interest income fund contract maturities and cash flow. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (5) Investment in Wellesley Income Fund ----------------------------------- Information regarding the Plan's investment in shares of the Wellesley Income Fund follows: December 31, ---------------------- 1993 1992 ---- ---- Number of shares owned 1,316,866 996,642 Market value per share $ 19.24 $ 18.16 Average cost per share 17.29 16.56 Total cost of shares owned $22,770,477 $ 16,506,213 Unrealized appreciation 2,566,029 1,592,808 ---------- ---------- Total market value of shares owned $25,336,506 $ 18,099,021 ========== ========== Dividend income for the year $ 1,786,389 $ 1,302,775 ========== ========== (6) Investment in Mellon Stock Funds -------------------------------- Information regarding the Plan's investment in units of the Mellon Stock Funds follows: December 31, ----------------------- 1993 1992 ---- ---- Stock Index Fund Number of units owned 41,434 40,758 Market value per unit $ 408.14 $ 371.06 Average cost per unit 323.70 306.77 Cost of units owned $13,412,200 $12,503,382 Unrealized appreciation 3,498,623 2,620,343 ---------- ---------- Market value of units owned $16,910,823 $15,123,725 ---------- ---------- Completion Index Fund Number of units owned 21,370 19,730 Market value per unit $ 357.73 $ 314.27 Average cost per unit 257.68 246.25 Cost of units owned $ 5,506,568 $ 4,858,601 Unrealized appreciation 2,138,109 1,341,877 ---------- ---------- Market value of units owned 7,644,677 6,200,478 ---------- ---------- Total market value of units owned $24,555,500 $21,324,203 ========== ========== Dividend income for the year $ 549,039 $ 510,989 ========== ========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (7) Investment in Twentieth Century Ultra Fund ------------------------------------------ Information regarding the Plan's investment in shares of the Twentieth Century Ultra Fund follows: December 31, ------------------------ 1993 1992 ---- ---- Number of shares owned 1,335,074 1,150,509 Market value per share $ 21.39 $ 17.56 Average cost per share 17.39 17.02 Total cost of shares owned $23,201,152 $19,578,152 Unrealized appreciation 5,356,077 624,793 ---------- ---------- Total market value of shares owned $28,557,229 $20,202,945 ========== ========== (8) Realized and unrealized investment gains ---------------------------------------- The Plan's net realized and unrealized gains from investments owned, purchased or sold during the years indicated are summarized as follows: Investment 1993 1992 --------------------- ---- ---- Common stock of The St. Paul Companies, Inc. $ 5,195,602 $1,867,364 Wellesley Income Fund 1,030,095 124,117 Mellon Stock Fund 1,849,311 1,219,752 Twentieth Century Ultra Fund 4,731,284 610,098 ---------- ---------- Total $12,806,292 $3,821,331 ========== ========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (9) Transfers from Other Plans -------------------------- The Plan allows for rollover transfers to be made to the Plan by employees of participating companies. These rollover transfers are lump- sum distributions from other tax-qualified plans of previous employers which participants elect to have invested in the Plan within sixty days of receipt. The Plan also allows for annual diversification transfers to be made to the Plan by certain participants of The St. Paul Companies, Inc. Employee Stock Ownership Plan (ESOP). These diversification transfers are cash amounts which ESOP participants elect to have invested in the Plan rather than receive as diversification distributions. In 1993, the Plan received the assets of the Intere Intermediaries, Inc. Savings Plan which were transferred into the Plan. Participants of this plan became participants of the Plan effective January 1, 1993. The following is a summary of these transfers to the Plan in 1993 and 1992: 1993 1992 ---- ---- Rollover transfers $2,022,789 $1,051,391 ESOP diversification transfers 114,311 124,457 Intere Intermediaries, Inc. plan transfer 5,372,882 - --------- --------- Total transfers from other plans $7,509,982 $1,175,848 ========= ========= (10) Benefits Payable ---------------- At December 31, 1993 and 1992, benefits payable to plan participants, which will be deducted from net assets available for plan benefits when paid, were $766,000 and $13,976,000, respectively. During the fourth quarter of 1992, the Company offered a voluntary early retirement incentive, enabling certain eligible employees to elect early retirement. Benefits payable to these early retirees are included in the 1992 payable amount. The accompanying financial statements for 1993 and 1992 differ from Form 5500, as filed with the Internal Revenue Service, as follows: 1993 1992 ---- ---- Net assets available for plan benefits per accompanying financial statements $247,452,783 $221,756,826 Benefits payable (766,000) (13,976,000) ----------- ----------- Net assets per Form 5500 $246,686,783 $207,780,826 =========== =========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued (11) Subsequent Events ----------------- 1. Effective as of March 1, 1994, the Company appointed State Street Bank and Trust Company as Plan trustee. 2. Effective as of April 1, 1994, the Plan began daily transaction processing and valuation of participant accounts and began providing a new investment fund, Fidelity International Growth and Income Fund. 3. The Company's Restated Articles of Incorporation were amended by vote of the shareholders at the 1994 Annual Meeting of shareholders to increase the authorized common shares of the Company from 120 million to 240 million. Subsequent to this action, the Board of Directors approved a 2-for-1 stock split, which will result in the issuance of one additional share of common stock for each outstanding share to shareholders of record on May 17, 1994. It is expected that the additional shares will be issued on June 6, 1994. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Schedule 1 ---------- Item 27a-Schedule of Assets Held for Investment Purposes Investments at End of Plan Year December 31, 1993 Current Identity of Issue Description of Investment Cost Value** - --------------------------- ------------------------- --------- ------------ *The St. Paul Companies, Inc. Common stock, no par $ 12,514,592 $ 36,526,333 value, 406,390 shares Interest income contracts: New York Life Insurance 6.4%, due (50%) 12/31/95 22,836,285 22,836,285 & 6/30/96 Prudential Life Insurance 8.35%, due (50%) 6/30/94 18,507,414 18,507,414 & 6/30/95 Northwestern National Life 8.6%, due 6/30/94 11,673,981 11,673,981 Allstate Life Insurance 8.62%, due 12/31/94 15,858,222 15,858,222 John Hancock Life Insurance 6.74% reset semi- 10,705,385 10,705,385 annually, due 6/30/97 Protective Life Insurance 6.48%, due 12/31/96 9,499,141 9,499,141 Provident Life and Accident Insurance 5.72%, due 12/31/97 10,802,640 10,802,640 ----------- ----------- 99,883,068 99,883,068 ----------- ----------- Wellesley Income Fund 1,316,866 mutual fund shares 22,770,477 25,336,506 Mellon Stock Funds: Stock Index Fund 41,434 stock fund units 13,412,200 16,910,823 Completion Index Fund 21,370 stock fund units 5,506,568 7,644,677 ----------- ----------- 18,918,768 24,555,500 ----------- ----------- Twentieth Century Ultra Fund 1,335,074 mutual fund shares 23,201,152 28,557,229 Participant loans Prime plus 1/2%, maximum 16,960,061 16,960,061 5 years Short-term investments: *St. Paul Short-Term Pool 3.35%, due on demand 1,511,835 1,511,835 State Street Bank & Trust Fund 3.11%, due on demand 14,501,308 14,501,308 ----------- ----------- 16,013,143 16,013,143 ----------- ----------- Total investments $210,261,261 $247,831,840 =========== =========== *Party-in-interest **For ERISA reporting purposes current value is equal to market value, except for interest income contracts, which are equal to contributions made plus accrued interest at the contract rate less withdrawals for benefits paid and participant loans, which are equal to unpaid principal plus accrued interest. See accompanying independent auditors' report. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Schedule 2 ---------- Item 27d-Schedule of Reportable Transactions* Year Ended December 31, 1993 Identity of Party Current Value Involved/ of the Asset Description Purchase Selling Cost of on Transaction Net Gain of Asset Price Price the Asset** Date or (Loss) - ----------------- -------- -------- ------------ ------------ --------- Seafirst National Bank/ Interest income contract: Withdrawals $ 18,603,844 18,603,844 18,603,844 - John Hancock Life Insurance/ Interest income contract: Deposits 15,583,000 15,583,000 15,583,000 Withdrawals 5,583,000 5,583,000 5,583,000 - Provident Life Insurance/ Interest income contract: Deposits 11,550,000 11,550,000 11,550,000 Withdrawals 1,050,000 1,050,000 1,050,000 - Metropolitan Life Insurance/ Interest income contract: Withdrawals 16,607,613 16,607,613 16,607,613 - Northwestern National Life/ Interest income contract: Withdrawals 12,115,891 12,115,891 12,115,891 - State Street Bank and Trust Company/ Short-term investment: Deposits 14,500,000 14,500,000 14,500,000 *No expense incurred with transactions **For ERISA reporting purposes cost is equal to the market value as of the beginning of the year, except for interest income contracts, which are equal to contributions made plus accrued interest at the contract rate less withdrawals for benefits paid. For assets purchased and sold during the year the cost is equal to the purchase price. See accompanying independent auditors' report. SIGNATURE --------- The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. June 16, 1994 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN (The Plan) By /s/ Bruce A. Backberg -------------------------- Bruce A. Backberg Associate General Counsel and Corporate Secretary of the Issuer, Member of the Trust Committee for The St. Paul Companies, Inc. Savings Plus Plan -----END PRIVACY-ENHANCED MESSAGE-----