-----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, Tv8TllVxEMgpmK7qbHhK24s7dKM3FxhcQPROZwFkMm32vrjRNxQxRsVDSDrnFeGK n1sdvcUz5J+bs8AEBY22KQ== 0000086312-98-000011.txt : 19980430 0000086312-98-000011.hdr.sgml : 19980430 ACCESSION NUMBER: 0000086312-98-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980427 ITEM INFORMATION: FILED AS OF DATE: 19980428 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: SEC FILE NUMBER: 001-10898 FILM NUMBER: 98602104 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): April 27, 1998 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dated April 27, 1998, of the registrant relating to its results for the quarter ended March 31, 1998, which will be superseded by the Registrant's Quarterly Report on Form 10-Q for such period. The results for an interim period are not necessarily indicative of the results for a full 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 Senior Vice President and Chief Legal Counsel Date: April 27, 1998 EXHIBIT INDEX ------------- How Exhibit Filed - ------- ----- (99) 1. Registrant's Press Release dated April 27, 1998 relating to its results for the quarter ended March 31, 1998.......................................(1) (1) Filed electronically herewith. EX-99 2 Exhibit 99 April 27, 1998 - THE ST. PAUL COMPANIES' REPORTS FIRST-QUARTER RESULTS St. Paul, Minn. - The St. Paul Companies (NYSE:SPC) reported first-quarter operating earnings of $125.4 million for first- quarter 1998, or $1.36 per share (diluted), compared with first-quarter 1997 operating earnings of $130.2 million, or $1.43 per share (diluted). On Friday, April 24, the merger between The St. Paul and USF&G was completed. Selected first-quarter financial results for USF&G are included in this release. Beginning with the second quarter of 1998, our report of earnings will reflect the combined performance of The St. Paul and USF&G, restated for all periods presented. First-quarter net income for The St. Paul Companies was $154.0 million, or $1.67 per share, compared with $124.5 million, or $1.37 per share, for the first quarter of 1997. Net income included after-tax realized gains of $28.6 million, or $0.31 per share, for the first quarter of 1998, compared with $62.1 million, or $0.67 per share, for the first quarter of 1997. Net income in 1997 included a loss of $67.8 million, or $0.73 per share, from discontinued operations. "Our first-quarter results were adversely impacted by first-quarter storms, chiefly tornadoes in the Midwest and South and ice storms in Canada. Lower earnings from our medical liability operation also contributed to the decrease in operating earnings over last year's first quarter," said Douglas W. Leatherdale, chairman and chief executive officer. "Pretax catastrophe losses, at $39 million, were substantially higher than the $5 million reported in last year's first quarter. Medical liability results for the first quarter were affected by higher than expected claim costs resulting from an increase in the severity of losses. "Our Personal Insurance and Reinsurance operations performed well during the quarter, while our general Commercial business held its own in a difficult environment," Leatherdale said. Consolidated Financial Position of The St. Paul Companies - --------------------------------------------------------- Consolidated assets of The St. Paul Companies as of March 31, 1998, were $21.1 billion, compared with $21.5 billion as of Dec. 31, 1997. Common shareholders' equity was $4.8 billion at the end of the first quarter, compared with $4.6 billion on Dec. 31, 1997. Book value per common share on March 31, 1998, was $57.16, compared with $55.06 on Dec. 31, 1997. Record Date for Stock Split May 6 - --------------------------------- As previously announced, the board of directors intends to vote for a two-for-one split of the common stock of The St. Paul Companies if an increase in authorized common shares from 240 million to 480 million shares is approved by shareholders at the annual meeting on May 5, 1998. The date for the split would be May 6, 1998 and the shares would be distributed on approximately May 11, 1998. Selected Financial Highlights for USF&G - --------------------------------------- Total revenues for USF&G for the first quarter of 1998 were $857.0 million, compared with $845.0 million in the first quarter of 1997. Operating earnings were $47.5 million, compared with $47.3 million for the first quarter of 1997. Net income was $38.1 million, compared with $45.0 million for the first quarter of 1997. The statutory combined ratio was 106.6, compared with 104.3 in the first quarter of 1997. These results reflect accounting principles followed by USF&G, which differ in certain respects from accounting principles followed by The St. Paul. Now that the merger is closed these accounting principles will be conformed. THE ST. PAUL COMPANIES CONSOLIDATED FIRST-QUARTER RESULTS Three months ended March 31 1998 1997 - --------------------------- ---- ---- Revenues $1,467,157,000 $1,557,203,000 Pretax Operating Earnings Underwriting $148,104,000 $148,059,000 Asset-Management - Investment Banking $23,617,000 22,704,000 Parent and Other (23,316,000) (21,145,000) ------------- ------------ Total pretax operating earnings $148,405,000 $149,618,000 Income Tax Expense $23,035,000 $19,450,000 ------------- ------------- Operating Earnings $125,370,000 $130,168,000 Per Common Share (Diluted) $1.36 $1.43 Per Common Share (Basic) $1.46 $1.53 Realized Investment Gains, Net of Taxes $28,630,000 $62,131,000 Per Common Share (Diluted) $0.31 $0.67 Per Common Share (Basic) $0.34 $0.75 Discontinued Operations, Net of Taxes - ($67,750,000) Per Common Share (Diluted) - ($0.73) Per Common Share (Basic) - ($0.82) ------------- ------------- Net Income $154,000,000 $124,549,000 Per Common Share (Diluted) $1.67 $1.37 Per Common Share (Basic) $1.80 $1.46 Common Shareholders' Equity $4,803,215,000 $3,884,831,000 Per Common Share $57.16 $46.51 ST. PAUL FIRST-QUARTER UNDERWRITING OPERATIONS HIGHLIGHTS Three months ended March 31 1998 1997 - --------------------------- ---- ---- Written premiums $1,000,847,000 $1,029,220,000 Net investment income $218,803,000 $218,269,000 Combined ratio 107.5 107.5 The St. Paul Companies, headquartered in Saint Paul, Minn., is a group of companies providing property-liability insurance products and services worldwide. -----END PRIVACY-ENHANCED MESSAGE-----