-----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, GzBj8KN+FZHjmiAYE41XoGFlMq7bptqqdjzUUG4njiujJEslGDQ+k5TMmBdJnbxI QiV+mv2+UT9vXXvi8gkByg== 0000893750-04-000409.txt : 20040803 0000893750-04-000409.hdr.sgml : 20040803 20040803133412 ACCESSION NUMBER: 0000893750-04-000409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040802 ITEM INFORMATION: FILED AS OF DATE: 20040803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC 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: 04947647 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 8-K 1 form8k.txt CURRENT REPORT UNITED STATES 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): August 2, 2004 The St. Paul Travelers Companies, Inc. (Exact name of registrant as specified in its charter) Minnesota 001-10898 41-0518860 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 385 Washington Street 55102 Saint Paul, Minnesota (Address of principal executive offices) (Zip Code) (651) 310-7911 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 12. Results of Operations and Financial Condition. On August 2, 2004, The St. Paul Travelers Companies, Inc. ("St. Paul Travelers") issued a press release announcing that it had concluded discussions with the Securities and Exchange Commission with respect to appropriate accounting for certain reserve adjustments. In this press release, St. Paul Travelers also announced preliminary financial results of the company. The press release is furnished as Exhibit 99.1 to this Report and is incorporated by reference in this Item 12. In the attached press release, St. Paul Travelers discloses operating loss and operating loss per share. These are non-GAAP measures. In the opinion of St. Paul Travelers' management, these measures are meaningful indicators of operating results and should be read in conjunction with earnings and earnings per share on a GAAP basis. In particular, net realized investment gains or losses are significantly impacted by both discretionary and other economic factors and are not necessarily indicative of operating trends. St. Paul Travelers' management uses these measures internally to evaluate performance against historical results and established financial targets on a consolidated basis. As provided in General Instruction B.6 of Form 8-K, the information contained in this Item 12 and the exhibit attached as 99.1 to this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 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. Date: August 3, 2004 THE ST. PAUL TRAVELERS COMPANIES, INC. By: /s/ Bruce A. Backberg -------------------------------------- Name: Bruce A. Backberg Title: Senior Vice President EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated August 2, 2004, reporting preliminary financial results EX-99.1 2 ex99.txt EXHIBIT 99.1 Exhibit 99.1 St. Paul Travelers Companies 385 Washington Street St. Paul, MN 55102-1396 www.stpaultravelers.com [LOGO] NEWS RELEASE St. Paul Travelers Reaches Conclusion on Previously Announced Reserve Adjustments; Earnings Release Set for August 4, Conference Call August 5 Saint Paul, Minn. - August 2, 2004 - The St. Paul Travelers Companies, Inc. (St. Paul Travelers) (NYSE: STA) announced that the company reached a conclusion on the accounting treatment for the previously announced reserve adjustments and will record the adjustments as a charge to the income statement in the second quarter of 2004. On July 23, 2004, St. Paul Travelers announced that it was seeking guidance from the staff of the Securities and Exchange Commission (SEC) with respect to the appropriate accounting principles for certain reserve adjustments being made in connection with the April 1, 2004 merger involving The St. Paul Companies, Inc. and Travelers Property Casualty Corp. The SEC staff has now provided general guidance and, based on this guidance, St. Paul Travelers determined that it was appropriate to reflect the adjustments in the income statement. Accordingly, consistent with the prior earnings estimate, St. Paul Travelers expects to report a second quarter 2004 net loss in the range of $275 million to $300 million, or $0.42 to $0.45 per basic and diluted share. Second quarter 2004 operating loss would be in the range of $310 million to $335 million, or $0.47 to $0.51 per basic and diluted share. The difference in net loss and operating loss represents $35 million, after-tax, of realized investment gains. Also as previously reported, St. Paul Travelers will not raise additional capital in connection with these adjustments. Jay Fishman, Chief Executive Officer of St. Paul Travelers, said, "We appreciate the cooperation we received from the SEC staff and their assistance in helping us reach our conclusions on these complicated accounting issues. We look forward to moving ahead as a combined company and growing this franchise." Earnings Release and Conference Call St. Paul Travelers expects to release second-quarter 2004 results after the market closes on Wednesday, Aug. 4, 2004. The news release and supplemental financial information will be available shortly thereafter on the St. Paul Travelers Web site at www.stpaultravelers.com. The management of St. Paul Travelers will discuss the contents of the release via webcast at 9:00 a.m. EDT (8:00 a.m. CDT) on Thursday, Aug. 5, 2004. Prior to the webcast, a related slide presentation will be available on the company's web site. Following the live event, an audio playback of the webcast and the slide presentation will be archived at the company's web site through Sept. 6, 2004. To view the slides or to listen to the webcast or the playback, visit the "Webcasts & Presentations" section of the St. Paul Travelers investor relations web site at http://investor.stpaultravelers.com/. About St. Paul Travelers St. Paul Travelers is a leading provider of insurance and asset management services. For more information, visit www.stpaultravelers.com. Forward Looking Statement This press release may contain certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, may be forward-looking statements. Specifically, we may have forward-looking statements about our results of operations, financial condition and liquidity, the sufficiency of our asbestos and other reserves and the integration following the merger. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Some of the factors that could cause actual results to differ include, but are not limited to, the following: adverse developments involving asbestos claims and related litigation; the impact of aggregate policy coverage limits for asbestos claims; the impact of bankruptcies of various asbestos producers and related businesses; the willingness of parties, including us, to settle asbestos-related litigation; our ability to fully integrate the former St. Paul and Travelers businesses in the manner or in the timeframe currently anticipated; our inability to obtain price increases due to competition or otherwise; the performance of our investment portfolios, which could be adversely impacted by adverse developments in U.S. and global financial markets, interest rates and rates of inflation; weakening U.S. and global economic conditions; insufficiency of, or changes in, loss reserves; the occurrence of catastrophic events, both natural and man-made, including terrorist acts, with a severity or frequency exceeding our expectations; exposure to, and adverse developments involving, environmental claims and related litigation; the impact of claims related to exposure to potentially harmful products or substances, including, but not limited to, lead paint, silica and other potentially harmful substances; adverse changes in loss cost trends, including inflationary pressures in medical costs and auto and home repair costs; developments relating to coverage and liability for mold claims; the effects of corporate bankruptcies on surety bond claims; adverse developments in the cost, availability and/or ability to collect reinsurance; the ability of our subsidiaries to pay dividends to us; adverse outcomes in legal proceedings; judicial expansion of policy coverage and the impact of new theories of liability; the impact of legislative actions, including federal and state legislation related to asbestos liability reform; larger than expected assessments for guaranty funds and mandatory pooling arrangements; a downgrade in our claims-paying and financial strength ratings; the loss or significant restriction on our ability to use credit scoring in the pricing and underwriting of Personal Lines policies; and amendments to, and changes to the risk-based capital requirements. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update these forward-looking statements. ### CONTACTS Media: Shane Boyd, 651.310.3846 Institutional Investors: Maria Olivo, 860.277.8330 or Chuck Chamberlain, 860.954.3134 Individual Investors: Marc Parr, 860.277.0779 -----END PRIVACY-ENHANCED MESSAGE-----