-----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, OfXWupjB4fYv2uxys1raAGZ9jLhF8t5y7Kb7iR1cLB/YbcTehlRnrUP/KRScHvmW p1woG2uxLXzw2wH3UYvrpA== 0000086312-96-000008.txt : 19960627 0000086312-96-000008.hdr.sgml : 19960627 ACCESSION NUMBER: 0000086312-96-000008 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL COMPANIES INC /MN/ CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [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: 96585987 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 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, 1995 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 Statement of Changes in Net Assets Available for Plan Benefits . . . . . . . . . . . 5-6 Notes to Financial Statements . . . . . . . . . . . 7-19 Schedule of Assets Held for Investment Purposes . . 20 Schedule of Reportable Transactions . . . . . . . . 21 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, 1995 and 1994, and the related statements of changes in net assets available for plan benefits with fund information 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, 1995 and 1994, 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 made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ KPMG PEAT MARWICK LLP --------------------- KPMG PEAT MARWICK LLP Minneapolis, Minnesota June 7, 1996 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statements of Net Assets Available for Plan Benefits December 31, 1995 and 1994 1995 1994 ------------ ------------ Assets: Investments: Common stock of The St.Paul Companies, Inc. $ 52,739,954 $ 41,213,586 Interest income contracts 60,675,735 66,987,665 Fidelity Intermediate Bond Fund 48,104,725 43,353,036 Wellesley Income Fund 37,548,151 26,660,218 Mellon Stock Fund 41,707,494 26,893,791 Twentieth Century Ultra Fund 53,453,607 33,691,767 Fidelity International Growth Fund 4,185,257 2,252,211 Vanguard Money Market Reserves Fund 4,540,856 - Participant loans 19,307,119 18,596,626 Short-term investments 2,329,763 2,262,300 ------------ ------------ Total investments 324,592,661 261,911,200 Receivables: Company contributions 1,107,600 1,169,000 Accrued dividends 379,253 345,628 ------------ ------------ Total assets 326,079,514 263,425,828 ------------ ------------ Liabilities: Cash overdraft 944,821 810,532 Forfeitures and other 34,235 46,386 ------------ ------------ Total liabilities 979,056 856,918 ------------ ------------ Net assets available for plan benefits $325,100,458 $262,568,910 ============ ============ See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits With Fund Information Year Ended December 31, 1995
Company Stock Income Balanced Diversified Aggressive Fund Fund Fund Fund Fund ------------- --------- ---------- ----------- ---------- Contributions: Participating companies (salary conversion) $3,410,850 $4,962,764 $3,215,050 $3,243,210 $5,707,700 Company supplemental match - - - - - ---------- ---------- ---------- ---------- ---------- Total contributions 3,410,850 4,962,764 3,215,050 3,243,210 5,707,700 ---------- ---------- ---------- ---------- ---------- Investment income: Interest - 3,898,471 - - - Dividends 1,492,263 2,862,162 2,413,689 962,613 2,497,598 Realized and unrealized investment gains 10,326,218 2,469,393 5,578,589 9,631,089 11,065,734 ---------- ---------- ---------- ---------- ---------- Total investment income 11,818,481 9,230,026 7,992,278 10,593,702 13,563,332 Transfers from other plans 941,803 1,086,772 979,671 1,096,639 1,382,563 ---------- ---------- ---------- ---------- ---------- Total additions 16,171,134 15,279,562 12,186,999 14,933,551 20,653,595 ---------- ---------- ---------- ---------- ---------- Retirement and termination distribution benefits and withdrawals Paid to participants in cash 3,932,544 9,635,604 1,756,854 2,263,925 2,201,184 Common stock distributed, at market value 96,280 - - - - Forfeitures and other - - - - - ---------- ---------- ---------- ---------- ---------- Total deductions 4,028,824 9,635,604 1,756,854 2,263,925 2,201,184 ---------- ---------- ---------- --------- ---------- Net increase prior to interfund transfers 12,142,310 5,643,958 10,430,145 12,669,626 18,452,411 Interfund transfers (615,942) (7,204,199) 457,788 2,144,077 1,309,429 ---------- ---------- ---------- ---------- ---------- Net increase (decrease) 11,526,368 (1,560,241) 10,887,933 14,813,703 19,761,840 Net assets available for plan benefits: Beginning of year 41,213,586 110,340,701 26,660,218 26,893,791 33,691,767 ---------- ----------- ---------- ---------- ---------- End of year $52,739,954 $108,780,460 $37,548,151 $41,707,494 $53,453,607 ========== =========== ========== ========== ==========
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits with Fund Information Year ended December 31, 1995
International Stable Participant Other Fund Fund Loans Unallocated Total ------------- --------- ----------- ----------- -------- Contributions: Participating companies (salary conversion) $ 703,336 $367,938 $ - $ - $21,610,848 Company supplemental match - - - 1,137,217 1,137,217 ----------- --------- ---------- --------- ---------- Total contributions 703,336 367,938 - 1,137,217 22,748,065 ----------- --------- ---------- --------- ---------- Investment income: Interest - 191,523 1,409,086 177,546 5,676,626 Dividends 132,568 - - - 10,360,893 Realized and unrealized investment gains 267,534 - - - 39,338,557 ----------- --------- ---------- --------- ---------- Total investment income 400,102 191,523 1,409,086 177,546 55,376,076 Transfers from other plans 188,187 605,238 - - 6,280,873 ----------- --------- ---------- --------- ---------- Total additions 1,291,625 1,164,699 1,409,086 1,314,763 84,405,014 ----------- --------- ---------- --------- ---------- Retirement and termination distribution benefits and withdrawals Paid to participants in cash 80,232 724,253 974,274 - 21,568,870 Common stock distributed, at market value - - - - 96,280 Forfeitures and other - - - 208,316 208,316 ----------- --------- ---------- --------- ---------- Total deductions 80,232 724,253 974,274 208,316 21,873,466 ----------- --------- ---------- --------- ---------- Net increase prior to interfund transfers 1,211,393 440,446 434,812 1,106,447 62,531,548 Interfund transfers 721,653 4,100,410 275,681 (1,188,897) - ----------- --------- ---------- --------- ---------- Net increase (decrease) 1,933,046 4,540,856 710,493 (82,450) 62,531,548 Net assets available for plan benefits: Beginning of year 2,252,211 - 18,596,626 2,920,010 262,568,910 ----------- --------- ---------- --------- ----------- End of year $4,185,257 $4,540,856 $19,307,119 $2,837,560 $325,100,458 =========== ========= ========== ========= =========== See accompanying notes to financial statements.
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statements of Changes in Net Assets Available for Plan Benefits With Fund Information Year Ended December 31, 1994
Company Stock Income Balanced Diversified Aggressive Fund Fund Fund Fund Fund ------------- -------- ---------- ----------- ---------- Contributions: Participating companies (salary conversion) $3,245,715 $5,308,322 $3,384,049 $3,068,427 $5,554,016 Company supplemental match - - - - - --------- --------- --------- --------- --------- Total contributions 3,245,715 5,308,322 3,384,049 3,068,427 5,554,016 --------- --------- -------- --------- --------- Investment income: Interest - 6,304,263 - - - Dividends 1,340,576 1,274,386 1,925,549 721,204 1,045,280 Realized and unrealized investment gains (losses), net 325,702 (1,531,981) (3,081,451) (377,963) (2,126,875) --------- --------- --------- --------- --------- Total investment income (loss) 1,666,278 6,046,668 (1,155,902) 343,241 (1,081,595) Transfers from other plans 1,037,801 769,519 893,899 1,139,314 1,588,272 --------- --------- --------- --------- --------- Total additions 5,949,794 12,124,509 3,122,046 4,550,982 6,060,693 --------- ---------- --------- --------- --------- Retirement and termination distribution benefits and withdrawals: Paid to participants in cash 2,410,760 10,579,065 1,679,286 1,371,037 1,890,973 Common stock distributed, at market value 434,822 - - - - Forfeitures and other - - - - - --------- ---------- --------- --------- --------- Total deductions 2,845,582 10,579,065 1,679,286 1,371,037 1,890,973 --------- ---------- --------- --------- --------- Net increase prior to interfund transfers 3,104,212 1,545,444 1,442,760 3,179,945 4,169,720 Interfund transfers 1,583,041 8,912,189 (119,048) (841,654) 964,818 --------- ---------- --------- --------- --------- Net increase (decrease) 4,687,253 10,457,633 1,323,712 2,338,291 5,134,538 Net assets available for plan benefits: Beginning of year 36,526,333 99,883,068 25,336,506 24,555,500 28,557,229 ---------- ---------- ---------- ---------- ---------- End of year $41,213,586 $110,340,701 $26,660,218 $26,893,791 $33,691,767 ========== =========== ========== ========== ==========
THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Statement of Changes in Net Assets Available for Plan Benefits With Fund Information Year Ended December 31, 1994
International Participant Other Fund Loans Unallocated Total ----------- ----------- ----------- ---------- Contributions: Participating companies (salary conversion) $176,892 $ - $ - $20,737,421 Company supplemental match - - 1,169,000 1,169,000 --------- ----------- ----------- ---------- Total contributions 176,892 - 1,169,000 21,906,421 --------- ----------- ----------- ---------- Investment income: Interest - 1,222,765 72,630 7,599,658 Dividends 66,167 - - 6,373,162 Realized and unrealized investment gains (losses), net (116,431) - - (6,908,999) --------- --------- ---------- ---------- Total investment income (loss) (50,264) 1,222,765 72,630 7,063,821 Transfers from other plans 244,921 - - 5,673,726 --------- --------- ---------- ---------- Total additions 371,549 1,222,765 1,241,630 34,643,968 --------- --------- ---------- ---------- Retirement and termination distribution benefits and withdrawals: Paid to participants in cash 29,208 1,122,147 - 19,082,476 Common stock distributed, at market value - - - 434,822 Forfeitures and other - - 10,543 10,543 --------- --------- --------- ---------- Total deductions 29,208 1,122,147 10,543 19,527,841 --------- --------- --------- ---------- Net increase prior to interfund transfers 342,341 100,618 1,231,087 15,116,127 Interfund transfers 1,909,870 1,535,947 (13,945,163) - --------- --------- ---------- ---------- Net increase (decrease) 2,252,211 1,636,565 (12,714,076) 15,116,127 Net assets available for plan benefits: Beginning of year - 16,960,061 15,634,086 247,452,783 --------- ---------- ---------- ----------- End of year $2,252,211 $18,596,626 $ 2,920,010 $262,568,910 ========= ========== ========== ===========
See accompanying notes to financial statements. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements Note 1 Description of the Plan General Provisions ------------------ The St. Paul Companies, Inc. Savings Plus Plan (the Plan) is a defined contribution plan which provides retirement and other benefits to eligible employees of participating companies. The St. Paul Companies, Inc. (the Company) and its subsidiaries, St. Paul Fire and Marine Insurance Company, The St. Paul Insurance Company of Illinois, Minet Re North America, Inc., The Swett & Crawford Group Inc., Minet Settlement Services, Inc., St. Paul Reinsurance Management Corporation, Seaboard Surety Company, Minet, Inc., and Economy Fire & Casualty Company currently participate in the Plan. The Company is the Plan administrator and was also the trustee until March 1, 1994, when it appointed State Street Bank and Trust Company as Plan trustee. The following brief description of the Plan is provided for general information purposes. Participants should refer to the Plan document and the employee benefits program manual for more complete information. Participation, Vesting and Forfeitures -------------------------------------- All employees of participating companies, as defined by the Plan, are eligible to participate on the Jan. 1 or July 1 following their employment date. Participants are 100% vested in their contributions and related earnings. Participants become vested in 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. Nonvested Company contributions are forfeited by terminating participants. Forfeitures can be used to restore accounts, pay Plan administrative expenses or offset 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. Contributions ------------- Participants elect to have their employer make salary conversion (pretax) 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 Note 1 Description of the Plan (continued) 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. Effective Jan. 1, 1994, employees of Economy Fire & Casualty Company who do not participate in the Company's stock ownership plan are eligible for a Company supplemental match contribution of $1.00 for every dollar of salary conversion contributions up to 6% of salary. The supplemental match contribution is made to the Plan annually after Dec. 31, for those participants employed on that date. Investment Funds ---------------- The Plan currently calls for the maintenance of seven separate investment funds as described below: Fund A - Company Stock Fund ------ The Company Stock Fund is 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 - Income Fund ------ Prior to 1994, the Income Fund invested in deposit administration group annuity contracts issued by banks or insurance companies. The Plan administrator selected interest income contracts offered by various companies for the income fund as listed in Note 4. Starting in 1994, the Plan administrator decided that new monies invested in the Income 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, which is managed by Fidelity Management and Research, Inc. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 1 Description of the Plan (continued) Investment Funds (continued) ---------------------------- Fund C - Balanced Fund ------ The Balanced Fund is to be invested in an investment fund which invests in common stock, corporate and government fixed income securities and cash equivalents. The Plan administrator 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 the Balanced Fund. Fund D - Diversified Fund ------ The Diversified Fund is to be invested in an investment fund which invests primarily in common stocks and cash equivalents. The Plan administrator has selected the Mellon Stock Fund, which is a stock trust managed by Mellon Capital Management Corporation, a subsidiary of Mellon Bank, as the underlying investment for the Diversified Fund. Fund E - Aggressive Fund ------ The Aggressive Fund is 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 administrator has selected the Twentieth Century Ultra Fund, a common stock mutual fund of Twentieth Century Investors, Inc. as the underlying investment for the Aggressive Fund. Fund F - International Fund ------ The International Fund is to be invested in an investment fund which invests in common stocks and fixed income securities of foreign companies. The Plan administrator has selected the Fidelity International Growth Fund, an international mutual fund managed by Fidelity Management and Research, Inc. as the underlying investment for the International Fund. The International Fund was first available in the Plan effective April 1, 1994. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 1 Description of the Plan (continued) Investment Funds (continued) ---------------------------- Fund G - Stable Fund ------ The Stable Fund is to be invested in an investment fund which invests in money market instruments with one year or less maturities. The Plan administrator has selected the Vanguard Money Market Reserves Fund, a money market mutual fund which is a member of The Vanguard Group of Investment Companies, as the underlying investment for the Stable Fund. The Stable Fund was first available in the Plan effective Jan. 1, 1995. Allocation ---------- Participants may elect to have their participating Company salary conversion and Company supplemental match contributions invested in these funds in 1% multiples as they choose and may also transfer their balances daily, effective April 1, 1994, within these funds. Investment Income ----------------- Investment income is allocated daily to participant accounts on the basis of each participant's respective share of the assets of each applicable fund. 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 when the distribution occurs. Participants are permitted withdrawals from their share of Company match and salary conversion contributions for financial hardship reasons, as defined by the Plan. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 1 Description of the Plan (continued) 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. 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 match 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. 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 Note 2 Significant Accounting Policies The accompanying Plan financial statements are presented on an accrual basis. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reported period. Actual results could differ from those estimates. 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. Money market fund and short-term investments are carried at cost plus accrued interest, which approximates market value. 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 interest from investment of outstanding checks and are shown as forfeitures and other in the accompanying statements of changes in net assets available for plan benefits. Plan forfeitures are used to pay administrative expenses, offset company matching contributions or salary conversion contributions. Certain amounts in the 1994 financial statements have been reclassified to conform to the 1995 presentation. THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 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, ---------------------------- 1995 1994 ----------- ----------- Number of shares owned 948,134 920,974 Percent of total shares outstanding 1% 1% Market value per share $ 55.63 $ 44.75 Average cost per share 23.66 19.56 Total cost of shares owned $22,435,092 $18,010,231 Unrealized appreciation 30,304,862 23,203,355 ----------- ----------- Total market value of shares owned $52,739,954 $41,213,586 =========== =========== Dividend income for the year $ 1,492,263 $ 1,340,576 =========== =========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, Continued Note 4 Investment in Interest Income Contracts Information regarding the carrying value of the Plan's investment in interest income contracts follows. The average annual yield on the interest income contracts was 6.30% in 1995 and 7.07% in 1994: December 31, -------------------------- Company Contract Terms 1995 1994 ---------------- ------------------ ----------- ----------- John Hancock -Deposit of first Life Insurance half 1993 cash flow and 50% of first half 1993 contract payments -5.74% annual interest rate -Repayment on June 30, 1997 $11,980,733 $11,330,493 Protective Life -Deposit 50% of Insurance first half 1993 contract payments -6.48% annual interest rate -Repayment on Dec. 31, 1996 10,770,117 10,114,685 Provident Life -Deposit second and Accident half 1993 cash Insurance flow and contract payments -5.72% annual interest rate -Repayment on Dec. 31, 1997 12,072,018 11,418,860 New York Life -Deposit of 1992 Insurance contract payments and 1992 net cash flow -6.4% annual interest rate -Repayment of 50% on Jan. 2, 1996 and balance on July 1, 1996 25,852,867 24,297,807 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, Continued Note 4 Investment in Interest Income Contracts (continued) December 31, -------------------------- Company Contract Terms 1995 1994 ---------------- ------------------ ----------- ----------- 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 - 9,825,820 ----------- ----------- Total carrying value $60,675,735 $66,987,665 =========== =========== Interest income for the year $ 3,898,471 $ 6,304,263 =========== =========== The estimated fair value of the interest income contracts is based on current interest rates available on fixed income securities in the market that have terms similar to the Plan's interest income contracts. Information regarding the estimated fair value of each interest income contract follows: December 31, --------------------------- Contract Company 1995 1994 ----------------------- ----------- ----------- John Hancock Life Insurance $12,038,241 $10,741,307 Protective Life Insurance 10,878,895 9,828,439 Provident Life and Accident Insurance 12,133,585 10,699,472 New York Life Insurance 25,916,207 23,906,612 Prudential Life Insurance - 9,899,514 ----------- ----------- Total estimated fair value $60,966,928 $65,075,344 =========== =========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 5 Investment in Fidelity Intermediate Bond Fund Information regarding the Plan's investment in shares of the Fidelity Intermediate Bond Fund follows: December 31, --------------------------- 1995 1994 ----------- --------- Number of shares owned 4,621,011 4,410,278 Market value per share $ 10.41 $ 9.83 Average cost per share 10.09 10.02 Total cost of shares owned $46,613,227 $44,189,252 Unrealized appreciation (depreciation) 1,491,498 (836,216) ----------- ----------- Total market value of shares owned $48,104,725 $43,353,036 =========== =========== Dividend income for the year $ 2,862,162 $ 1,274,386 =========== =========== Note 6 Investment in Wellesley Income Fund Information regarding the Plan's investment in shares of the Wellesley Income Fund follows: December 31, ----------------------------- 1995 1994 ----------- ----------- Number of shares owned 1,836,990 1,563,649 Market value per share $ 20.44 $ 17.05 Average cost per share 17.88 17.42 Total cost of shares owned $32,845,886 $27,244,583 Unrealized appreciation (depreciation) 4,702,265 (584,365) ----------- ----------- Total market value of shares owned $37,548,151 $26,660,218 =========== =========== Dividend income for the year $ 2,413,689 $ 1,925,549 =========== =========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 7 Investment in Mellon Stock Fund Information regarding the Plan's investment in units of the Mellon Stock Fund follows: December 31, -------------------------- 1995 1994 ----------- ----------- Daily Opening Stock Index Fund Number of units owned 275,190 237,221 Market value per unit $ 151.56 $ 113.37 Average cost per unit 118.91 115.76 Cost of units owned $32,724,151 $27,460,942 Unrealized appreciation (depreciation) 8,983,343 (567,151) ------------ ---------- Market value of units owned $41,707,494 $26,893,791 =========== =========== Dividend income for the year $ 962,613 $ 721,204 =========== =========== Note 8 Investment in Twentieth Century Ultra Fund Information regarding the Plan's investment in shares of the Twentieth Century Ultra Fund follows: December 31, --------------------------- 1995 1994 ----------- ----------- Number of shares owned 2,047,247 1,688,810 Market value per share $ 26.11 $ 19.95 Average cost per share 19.86 18.21 Total cost of shares owned $40,662,955 $30,755,962 Unrealized appreciation 12,790,652 2,935,805 ----------- ----------- Total market value of shares owned $53,453,607 $33,691,767 =========== =========== Dividend income for the year $ 2,497,598 $ 1,045,280 =========== =========== THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 9 Investment in Fidelity International Growth Fund Information regarding the Plan's investment in shares of the Fidelity International Growth Fund follows: December 31, --------------------------- 1995 1994 ---------- ---------- Number of shares owned 233,162 136,250 Market value per share $ 17.95 $ 16.53 Average cost per share 17.43 17.38 Total cost of shares owned $4,063,611 $2,367,920 Unrealized appreciation (depreciation) 121,646 (115,709) ---------- ---------- Total market value of shares owned $4,185,257 $2,252,211 ========== ========== Dividend income for the year $ 132,568 $ 66,167 ========== ========== Note 10 Realized and unrealized investment gains (losses) The Plan's net realized and unrealized gains (losses) from investments owned, purchased or sold during the years indicated are summarized by investment as follows: Investment 1995 1994 ----------------------------- ------------ ------------- Common stock of The St. Paul Companies, Inc. $10,326,218 $ 325,702 Wellesley Income Fund 5,578,589 (3,081,451) Mellon Stock Fund 9,631,089 (377,963) Twentieth Century Ultra Fund 11,065,734 (2,126,875) Fidelity Intermediate Bond Fund 2,469,393 (1,531,981) Fidelity International Growth Fund 267,534 (116,431) ------------ ------------ Total $39,338,557 $(6,908,999) ============ ============ THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN Notes to Financial Statements, continued Note 11 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. The following is a summary of these transfers to the Plan in 1995 and 1994: 1995 1994 ---------- ---------- Rollover transfers $5,958,789 $5,492,568 ESOP diversification transfers 322,084 181,158 ---------- ---------- Total transfers from other plans $6,280,873 $5,673,726 ========== ========== Note 12 Party-in-Interest Transactions Transactions resulting in Plan assets being transferred to or used by a related party are prohibited under the Pension Reform Act (the Act) unless a specific exemption applied. State Street Bank and Trust Company (State Street), is a party-in-interest as defined by the Act as a result of being trustee of the Plan. State Street is investing Plan assets in its short-term investment fund. The Plan also engages in transactions involving the acquisition or disposition of common stock and the short-term pool of The St. Paul Companies, Inc., a party-in-interest with respect to the Plan. These transactions are covered by an exemption from the "prohibited transactions" provisions of ERISA and the Internal Revenue Code. 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, 1995 Description of Current Identity of Issue Investment Cost Value** - -------------------------- ------------------- ---------- ----------- *The St. Paul Companies, Common stock, no Inc. par value, 948,134 shares $22,435,092 $52,739,954 Interest income contracts: New York Life Insurance 6.40%, due (50%) 1/2/96 & 7/1/96 25,852,867 25,852,867 John Hancock Life 5.74%, due 6/30/97 11,980,733 11,980,733 Insurance Protective Life 6.48%, due 12/31/96 10,770,117 10,770,117 Insurance Provident Life and Accident Insurance 5.72%, due 12/31/97 12,072,018 12,072,018 ---------- ----------- 60,675,735 60,675,735 ---------- ----------- Fidelity Intermediate 4,621,011 mutual Bond Fund fund shares 46,613,227 48,104,725 Wellesley Income Fund 1,836,990 mutual fund shares 32,845,886 37,548,151 Mellon Daily Opening 275,190 stock fund Stock Index Fund units 32,724,151 41,707,494 Twentieth Century Ultra 2,047,247 mutual Fund fund shares 40,662,955 53,453,607 Fidelity International 233,162 mutual fund Growth Fund shares 4,063,611 4,185,257 Vanguard Money Market 5.65%, money market Reserves Fund fund 4,540,856 4,540,856 Participant loans Prime plus 1/2%, maximum 5 years 19,307,119 19,307,119 Short-term investments: *St. Paul Short-Term 5.78%, due on 30,725 30,725 Pool demand *State Street Bank & Trust 5.71%, due on 2,299,038 2,299,038 Fund demand ---------- ----------- 2,329,763 2,329,763 ---------- ----------- Total investments $266,198,395 $324,592,661 ========== =========== *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, 1995 Identity of Party Current Value Involved/ Cost of the Asset on Description of Purchase Selling of the Transaction Asset Price Price Asset** Date - ------------------ ---------- ---------- ---------- --------------- None Required * 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 26, 1996 THE ST. PAUL COMPANIES, INC. SAVINGS PLUS PLAN (The Plan) By /s/ Bruce A. Backberg --------------------- Bruce A. Backberg Vice President, Group General Counsel & Corporate Secretary of the Issuer, Member of the Trust Committee for The St. Paul Companies, Inc. Savings Plus Plan -----END PRIVACY-ENHANCED MESSAGE-----