-----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, SFTnJonXW471Ar/yupkkCHqGfUojPUJ7lJcB9Y8GWxc+MiTHFQIGqHwAmYIGjvMU 0cZaX1INRFoCmNp74Kz3Ew== 0000086312-97-000002.txt : 19970221 0000086312-97-000002.hdr.sgml : 19970221 ACCESSION NUMBER: 0000086312-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970207 ITEM INFORMATION: Other events FILED AS OF DATE: 19970210 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 97522097 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 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): February 7, 1997 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) 310-7911 ---------------------------------- (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 is a press release dated February 7, 1997, of the registrant announcing share repurchase and stock ownership plans. 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: February 10, 1997 EXHIBIT INDEX ------------- How Exhibit Filed - ------- ----- (99) Additional exhibits . . . . . . . . . . . . . . . (1) (1) Filed electronically under the EDGAR Operational Program. EX-99 2 Exhibit 99 Feb. 7, 1997 - THE ST. PAUL ANNOUNCES SHARE REPURCHASE, STOCK OWNERSHIP PLANS St. Paul, Minn. - The St. Paul Companies (NYSE:SPC) announced today that its board of directors has renewed management's authority to repurchase common stock of the company in 1997. In addition, the board has taken two actions to facilitate increased stock ownership by certain key executives. Under the stock purchase plan, management has authority to repurchase up to five percent of the common stock over the next twelve months. The company has repurchased stock in each of the past three years under similar authority: 1.4 million shares in 1996, 768,000 shares in 1995 and 860,000 shares in 1994. Regarding the stock ownership plans, the board made special one-time option grants to certain executives in December. The earliest date on which any of those options will become exercisable is December 2000, and they will expire in December 2001. Half of the options granted to each executive will become exercisable only if the 20-day average stock price reaches $100 per share. The other half becomes exercisable only if the 20-day average stock price reaches $110 per share. Also, the board will recommend shareholder approval of a leveraged stock purchase program for the same group of executives who receive the special option grants. This program, which will be effective upon approval, complements those option awards and provides for loans from the company to those executives for the purpose of their acquiring additional shares of St. Paul stock in the market. Those loans would be secured by the shares acquired. A complete description of these plans will be included in the company's proxy statement to be distributed in March to all shareholders. The St. Paul Companies is a group of companies providing property-liability insurance products and services worldwide. -----END PRIVACY-ENHANCED MESSAGE-----