-----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, Vari1lNdCvqRLEV7Hjd/8nl5Z3qvGPqnb++tzYOFNZY2ufdZbzx4j5QHLhy3/XnD RP/ixekgFoveoL088r7ucg== 0000893750-05-000182.txt : 20050330 0000893750-05-000182.hdr.sgml : 20050330 20050330172255 ACCESSION NUMBER: 0000893750-05-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050330 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050330 DATE AS OF CHANGE: 20050330 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: 05715322 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 form_8k.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): March 30, 2005 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 File Number) (IRS Employer of incorporation) 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02. Results of Operations and Financial Condition. Item 2.05. Costs Associated with Exit or Disposal Activities. On March 30, 2005, The St. Paul Travelers Companies, Inc. (the "Company") issued a press release announcing the expected financial statement impact of the Company's planned disposition of its ownership in Nuveen Investments, Inc. The press release is furnished as Exhibit 99 to this Report and is hereby incorporated by reference in these Items 2.02 and 2.05. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 99 Press release issued by The St. Paul Travelers Companies, Inc., dated March 30, 2005. 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: March 30, 2005 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 Press release issued by The St. Paul Travelers Companies, Inc., dated March 30, 2005. EX-99 2 exhibit_99.txt PRESS RELEASE EXHIBIT 99 [ST. PAUL TRAVELERS LOGO] News Release St. Paul Travelers Issues Statement Regarding Planned Disposition of Nuveen Investments, Inc. SAINT PAUL, MINN - March 30, 2005 - The St. Paul Travelers Companies, Inc. (St. Paul Travelers, NYSE: STA), announced today that its planned disposition of its ownership interest in Nuveen Investments, Inc. ("Nuveen") will result in St. Paul Travelers reporting its asset management segment as a discontinued operation in the company's financial statements during the first quarter of 2005. As a result, for all periods presented, earnings from Nuveen will no longer be included as a component of St. Paul Travelers' income from continuing operations but will be included in income from discontinued operations in the company's income statement. In addition, St. Paul Travelers will recognize a tax charge of approximately $690 million as part of income from discontinued operations in the first quarter 2005, reflecting the difference between the tax basis and the GAAP carrying value of its investment in Nuveen. Based on recent prices for Nuveen's stock, the company expects to record gains in income from discontinued operations in subsequent quarters upon the completion of the secondary offering and the settlement of the forward sales contracts, which were previously announced in St. Paul Travelers' March 25, 2005 press release. These gains would partially offset the $690 million first quarter 2005 tax charge in subsequent periods. Also, until they are settled, the forward sales contracts will be marked to market and any resulting gains or losses will be reflected as part of income from discontinued operations. The actual tax payment arising from the transactions will be largely offset by the utilization of the company's net operating loss carryforward. The company expects that the disposition of its investment in Nuveen will appreciably increase its financial flexibility and liquidity, have an immaterial impact on its income from continuing operations and result in a modest decline in shareholders' equity. Additionally, goodwill and other intangibles will be substantially reduced and, as a result, tangible equity will increase significantly. St. Paul Travelers is a leading provider of property casualty insurance. For more information, visit www.stpaultravelers.com. - ---------- Forward-Looking Statements All statements in this press release other than statements of historical facts may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results of matters addressed in these forward-looking statements involve risks and uncertainties and may differ substantially from those expressed or implied. For a discussion of factors that could cause actual results to differ, please see the comments under the heading 'Forward-Looking Statements' in the Company's most recent annual report on Form 10-K filed with the Securities and Exchange Commission. Contacts Media: Shane Boyd, 651.310.3846 Joan Palm, 651.310.2685 Marlene Ibsen, 860.277.9039 Institutional Investors: Maria Olivo, 860.277.8330 David Punda, 212.588.8417 Individual Investors: Marc Parr, 860.277.0779 -----END PRIVACY-ENHANCED MESSAGE-----