-----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, NUrybX5iLgvIsP/+xFGNou4PtqaulCZ99QGFoOQ1PkseMs2wRLC6CO+mVSxk8ebT u6S/ZszfuxJQT9MQgbXMrw== 0000086312-99-000026.txt : 19991018 0000086312-99-000026.hdr.sgml : 19991018 ACCESSION NUMBER: 0000086312-99-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991012 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: 99726569 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 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): September 30, 1999 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) (651) 310-7911 ---------------------------------- (Registrant's telephone number, including area code) N/A - ------------------------------------------------------------ (Former name or former address, if changed since last report) ITEM 1. Not applicable. -------------- ITEM 2. Acquisition or Disposition of Assets. ------------------------------------ On September 30, 1999, St. Paul Fire and Marine Insurance Company ("Fire & Marine"), a Minnesota insurance corporation and a wholly owned subsidiary of The St. Paul Companies, Inc. ("St. Paul"), completed the disposition of substantially all of St. Paul's United States standard personal lines insurance business (the "SPPI Business") pursuant to, and in accordance with, the Stock and Asset Purchase Agreement dated as of July 12, 1999, between Fire & Marine and Metropolitan Property and Casualty Insurance Company, a Rhode Island insurance corporation ("Met P&C), as amended by Amendment No. 1 to the Stock and Asset Purchase Agreement entered into between Fire & Marine and Met P&C, dated as of September 30, 1999. The Stock and Asset Purchase Agreement referred to above as amended by such Amendment No. 1 is hereafter referred to as the "Purchase Agreement." Pursuant to the Purchase Agreement and as a result of the sale of the SPPI Business, Met P&C acquired: 1) all of the issued and outstanding shares of common stock of Economy Fire & Casualty Company ("Economy") and, indirectly, of Economy's two wholly owned subsidiaries, Economy Preferred Insurance Company and Economy Premier Assurance Company; and 2) subject to specified exceptions, all of Fire & Marine's rights to and interests in the United States standard personal lines insurance policies issued by Fire and Marine and certain of its other subsidiaries together with other assets principally utilized in the SPPI Business by Fire & Marine and such subsidiaries. In consideration of the sale to it of the SPPI Business, Met P&C paid to Fire & Marine a net purchase price on September 30, 1999. The net purchase price represented an amount equal to the sum of $310,000,000 and the statutory book value of Economy (including its two subsidiaries) at June 30, 1999, adjusted to reflect, among other things, dividends paid by Economy to Fire & Marine subsequent to June 30, 1999, and certain adjustments to the Economy loss reserves for the quarter ended September 30, 1999. Additionally, the net purchase price was reduced by the unearned premium reserve for the non-Economy SPPI Business which was transferred to Met P&C by way of a reinsurance agreement which took effect on October 1, 1999. Pursuant to the terms of the Purchase Agreement, this net purchase price consideration is subject to a post- closing adjustment based on the difference between the amount paid by Met P&C in respect of the adjusted statutory capital and surplus of Economy and the sum of: 1) the value of Economy's statutory capital and surplus as at September 30, 1999; and 2) the difference between the market value of the invested assets held by Economy and its two subsidiaries as of September 30, 1999 and the adjusted statutory book value of such assets. ITEMS 3-6. Not applicable. -------------- ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. ----------------------------------------- Pursuant to Item 7 (b) (2) of Form 8-K, pro forma financial statements have not been included with this report. St. Paul anticipates that it will file the pro forma financial statements required by Form 8-K in its Quarterly report on Form 10-Q for the quarterly period ended September 30, 1999, but in any event on or prior to the time such pro forma financial statements are required to be filed under Form 8-K. c) Exhibits. See Exhibit Index attached hereto and incorporated herein. ITEM 8. Not applicable. -------------- SIGNATURES 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 hereunto duly authorized. THE ST. PAUL COMPANIES, INC. By /s/ Bruce A. Backberg ------------------------ Bruce A. Backberg Senior Vice President - Legal Services Date: October 12, 1999 EXHIBIT INDEX Exhibit How Number Filed ------- ----- 2.1 Stock and Asset Purchase Agreement (1) between St. Paul Fire and Marine Insurance Company and Metropolitan Property and Casualty Insurance Company, dated as of July 12, 1999 (previously filed as Exhibit (2) (i) to The St. Paul's Quarterly report on Form 10-Q for the quarterly period ended June 30, 1999, and incorporated by reference herein). 2.2 Amendment No. 1 to Stock and Asset P Purchase Agreement between St. Paul Fire and Marine Insurance Company and Metropolitan Property and Casualty Insurance Company, dated as of September 30, 1999. Filed herewith. (1) Incorporated by reference. P Filed on paper under cover of Form SE. -----END PRIVACY-ENHANCED MESSAGE-----