-----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, TsbH4nzKw2m/T+KWaKgF5MpoUH50qtWRK9gPyNu68kV4Pv2roFruwTJhwZtu0bQO ekFQWgKvIAp9N4eKeIlLYg== 0000912057-00-013839.txt : 20000329 0000912057-00-013839.hdr.sgml : 20000329 ACCESSION NUMBER: 0000912057-00-013839 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SELECT COMFORT CORP CENTRAL INDEX KEY: 0000827187 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 410157886 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55269 FILM NUMBER: 580243 BUSINESS ADDRESS: STREET 1: 10400 VIKING DRIVE, SUITE 400 CITY: MINNEAPOLIS STATE: MN ZIP: 55344 BUSINESS PHONE: (612) 918-3000 FILED BY: 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: SC 13D 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 SC 13D 1 FORM SCH 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Select Comfort Corporation -------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 81616X 10 3 -------------- (CUSIP Number) Bruce A. Backberg Senior Vice President The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 (651) 310-7916 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 2000 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / / Page 1 of 11 CUSIP NO. 81616X 10 3 SCHEDULE 13D Page 2 of 11 - ---------------------------- ----------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) The St. Paul Companies, Inc. - ---------------------------- ----------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) / / (b) / / - ---------------------------- ----------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------- ----------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ---------------------------- ----------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ---------------------------- ----------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota corporation - ---------------------------- ---------------------- ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 ---------------------- ------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,704,512 (see Item 5) EACH ---------------------- ------------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------- ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,704,512 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,704,512 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES Not Applicable - ---------------------------- ----------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 31.3% - ---------------------------- ----------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, IC and CO - ---------------------------- -----------------------------------------------------------------------------------------
Page 2 of 11 CUSIP NO. 81616X 10 3 SCHEDULE 13D Page 3 of 11 - ---------------------------- ----------------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) St. Paul Fire and Marine Insurance Company - ---------------------------- ----------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not Applicable (a) / / (b) / / - ---------------------------- ----------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------- ----------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - ---------------------------- ----------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ---------------------------- ----------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota corporation - ---------------------------- ---------------------- ------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 0 ---------------------- ------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 5,704,512 (see Item 5) EACH ---------------------- ------------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON 0 WITH ---------------------- ------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 5,704,512 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,704,512 (see Item 5) - ---------------------------- ----------------------------------------------------------------------------------------- 12 CHECK BOX If THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES Not Applicable - ---------------------------- ----------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 31.3% - ---------------------------- ----------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IC and CO - ---------------------------- -----------------------------------------------------------------------------------------
Page 3 of 11 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to the common stock, par value $.01 per share (the "Common Stock"), of Select Comfort Corporation, a Minnesota corporation ("Select Comfort"). The address of the principal executive offices of Select Comfort is 10400 Viking Drive, Suite 400, Eden Prairie, Minnesota 55344. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by and on behalf of The St. Paul Companies, Inc. ("The St. Paul") and St. Paul Fire and Marine Insurance Company ("F&M"). The St. Paul and F&M are sometimes collectively referred to herein as the "Reporting Persons." (b) The principal business address of each of the Reporting Persons is 385 Washington Street, St. Paul, Minnesota 55102. (c) Each of the Reporting Persons is a Minnesota corporation and is principally engaged in the insurance business. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable Information called for by Items 2-6 of this Schedule 13D concerning the directors and executive officers of each of the Reporting Persons is set forth in Exhibit 1 attached hereto and incorporated herein by this reference. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 17, 2000, St. Paul Venture Capital V, LLC ("SPVC V"), a subsidiary of each of the Reporting Persons, purchased in an open market brokerage transaction 100,000 shares of Common Stock of Select Comfort at a purchase price of $6.43 per share (including brokers' commissions), an aggregate purchase price of $642,500. Corporate funds of SPVC V were used to purchase the 100,000 shares. Since February 28, 2000, SPVC V has purchased in open market brokerage transactions an aggregate of 392,500 shares of Common Stock of Select Comfort for an aggregate purchase price of $2,055,969. Corporate funds of SPVC V were used to purchase all of these shares. No funds used to purchase any of the shares of Common Stock reported on this statement were borrowed. Page 4 of 11 ITEM 4. PURPOSE OF TRANSACTION. On March 17, 2000, SPVC V purchased in an open market brokerage transaction 100,000 shares of Common Stock of Select Comfort at a purchase price of $6.43 per share (including brokers' commissions), an aggregate purchase price of $642,500. Corporate funds of SPVC V were used to purchase the 100,000 shares. Since February 28, 2000, SPVC V has purchased in open market brokerage transactions an aggregate of 392,500 shares of Common Stock of Select Comfort for an aggregate purchase price of $2,055,969. Corporate funds of SPVC V were used to purchase all of these shares. No funds used to purchase any of the shares of Common Stock reported on this statement were borrowed. The Reporting Persons or their affiliates may from time to time purchase shares of Common Stock, either in brokerage transactions, in the over-the-counter market or in privately negotiated transactions. Any decision to increase their holdings in Select Comfort will depend, however, on numerous factors, including without limitation the price of the shares of Common Stock, the terms and conditions relating to their purchase and sale and the prospects and profitability of Select Comfort, and general economic conditions and stock and money market conditions. At any time, the Reporting Persons may also determine to dispose of some or all of the Common Stock, depending on various similar considerations. Except as otherwise provided in this Item 4 and other than as to matters that Patrick A. Hopf, as Chairman of the Board of Select Comfort, may consider and discuss with other Select Comfort officers and board members from time to time, none of the Reporting Persons or any of their affiliates has any present plans or proposals which relate to or would result in: - the acquisition by any person of additional securities of Select Comfort or the disposition of securities of Select Comfort; - an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Select Comfort; - a sale or transfer of a material amount of assets of Select Comfort; - any change in the present board of directors or management of Select Comfort, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; - any material change in the present capitalization or dividend policy of Select Comfort; - any other material change in Select Comfort's business or corporate structure; - changes in Select Comfort's certificate of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Select Comfort by any person; Page 5 of 11 - causing a class of securities of Select Comfort to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; - a class of equity securities of Select Comfort becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or - any action similar to any of those listed above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) 1. Amount beneficially owned: As of March 17, 2000, each of the Reporting Persons may be deemed to have owned beneficially 5,704,512 shares of Common Stock of the Issuer. F&M is a wholly owned subsidiary of The St. Paul. F&M is the 99% owner of St. Paul Venture Capital IV, LLC ("SPVC IV") and St. Paul Venture Capital V, LLC ("SPVC V"). F&M is the record owner of 4,806,022 shares of Common Stock and 59,769 shares of Common Stock issuable upon exercise of outstanding warrants which are exercisable within 60 days. F&M also beneficially owns, through its 99% ownership interest in SPVC IV, 321,017 shares of Common Stock and 9,954 shares of Common Stock issuable upon exercise of outstanding warrants and options which are exercisable within 60 days. In addition, F&M beneficially owns, through its 99% ownership interest in SPVC V, 392,500 shares of Common Stock and 115,250 shares of Common Stock issuable upon exercise of outstanding options which are exercisable within 60 days. By virtue of the affiliate relationships between the Reporting Persons, each Reporting Person may be deemed to own beneficially all of the shares described in this Schedule 13D. Hence, each Reporting Person may be deemed to beneficially own 5,704,512 shares of the Common Stock of Select Comfort. 2. Percent of class: The St. Paul: 31.3% and F&M: 31.3%. The foregoing percentages are calculated based on the 18,037,043 shares of Common Stock reported to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-Q for the quarter ended October 2, 1999. (b) Number of shares as to which each of the Reporting Persons has: (i) Sole power to vote or to direct the vote.......... 0 (ii) Shared power to vote or to direct the vote........ 5,704,512 (iii) Sole power to dispose or to direct the disposition of................................................ 0 (iv) Shared power to dispose or to direct the disposition of................................................ 5,704,512 (c) During the past 60 days, SPVC V has purchased the following number of shares of Common Stock in open market brokerage transactions for the prices per share (including brokerage commissions) and on the dates indicated below: Page 6 of 11
------------------------------------------ ------------------------------- ------------------------------- DATE NUMBER OF SHARES PRICE PER SHARE ------------------------------------------ ------------------------------- ------------------------------- February 28, 2000 150,000 $4.30 ------------------------------------------ ------------------------------- ------------------------------- February 29, 2000 62,500 $5.13 ------------------------------------------ ------------------------------- ------------------------------- March 1, 2000 15,000 $5.50 ------------------------------------------ ------------------------------- ------------------------------- March 9, 2000 40,000 $5.56 ------------------------------------------ ------------------------------- ------------------------------- March 10, 2000 15,000 $5.63 ------------------------------------------ ------------------------------- ------------------------------- March 13, 2000 10,000 $5.88 ------------------------------------------ ------------------------------- ------------------------------- March 17, 2000 100,000 $6.43 ------------------------------------------ ------------------------------- -------------------------------
(d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. In connection with previous financings, Select Comfort has granted F&M warrants to purchase 59,769 shares of Common Stock and SPVC IV warrants to purchase 7,954 shares of Common Stock. Forms of these warrants are attached as exhibits to this Schedule 13D and are incorporated herein by this reference. In addition, Patrick A. Hopf, Chairman of the Board of Select Comfort and President of St. Paul Venture Capital, Inc., which is the Manager of SPVC IV and SPVC V, has transferred to SPVC IV options to purchase 5,000 shares of Common Stock (2,000 shares of which are currently exercisable or exercisable within 60 days of March 17, 2000) and to SPVC V options to purchase 364,000 shares of Common Stock (115,250 shares of which are currently exercisable or exercisable within 60 days of March 17, 2000), which options Mr. Hopf received from Select Comfort as compensation for his director and officer services. Forms of these options are attached as exhibits to this Schedule 13D and are incorporated herein by this reference. Pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Schedule 13D, and any amendment or amendments hereto, a copy of which has been filed as Exhibit 2 to this Schedule 13D and is incorporated herein by this reference. Except as described herein and in Exhibit 1 to this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between the Reporting Persons and any other person with respect to any securities of Select Comfort. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Information concerning directors and executive officers of The St. Paul Companies, Inc. and Fire and Marine Insurance Company Exhibit 2 Agreement between The St. Paul Companies, Inc. and Fire and Marine Insurance Company Page 7 of 11 Exhibit 3 Form of Warrant issued in connection with the sale of Convertible Preferred Stock, Series E Exhibit 4 Form of Warrant issued in connection with the November 1996 Bridge Financing Exhibit 5 Amended and Restated Registration Rights Agreement dated December 28, 1995 Exhibit 6 First Amendment to Series E Stock Purchase Agreement and Amended and Restated Registration Rights Agreement dated April 25, 1996 Exhibit 7 Second Amendment to Amended and Restated Registration Rights Agreement dated as of November 1, 1996 Exhibit 8 Second (sic) Amendment to Amended and Restated Registration Rights Agreement dated March 24, 1997 Exhibit 9 Form of Performance Based Stock Option Agreement under the 1997 Stock Incentive Plan Page 8 of 11 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 27, 2000 THE ST. PAUL COMPANIES, INC. By: /s/ Bruce A. Backberg --------------------------------------- Bruce A. Backberg Its: Senior Vice President ST. PAUL FIRE AND MARINE INSURANCE COMPANY By: /s/ Bruce A. Backberg --------------------------------------- Bruce A. Backberg Its: Senior Vice President Page 9 of 11 EXHIBIT INDEX
Exhibit No. Description Method of Filing ---------- ----------- ---------------- 1 Information concerning directors and executive officers of The Filed herewith. St. Paul Companies, Inc. and Fire and Marine Insurance Company...... 2 Agreement between The St. Paul Companies, Inc. and Fire and Filed herewith. Marine Insurance Company............................................ 3 Form of Warrant issued in connection with the sale of Convertible Incorporated by reference to Preferred Stock, Series E.......................................... Exhibit 4.2 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 4 Form of Warrant issued in connection with the November 1996 Bridge Incorporated by reference to Financing.......................................................... Exhibit 4.3 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 5 Amended and Restated Registration Rights Agreement dated Incorporated by reference to December 28, 1995.................................................. Exhibit 4.4 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 6 First Amendment to Series E Stock Purchase Agreement and Incorporated by reference to Amended and Restated Registration Exhibit 4.5 contained in Rights Agreement dated April 25, 1996.............................. Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 7 Second Amendment to Amended and Restated Registration Rights Incorporated by reference to Agreement dated as of November 1, 1996............................. Exhibit 4.6 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) Page 10 of 11 8 Second (sic) Amendment to Amended and Restated Registration Rights Incorporated by reference to Agreement dated March 24, 1997..................................... Exhibit 4.7 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793) 9 Form of Performance Based Stock Option Agreement under the 1997 Incorporated by reference to Stock Incentive Plan............................................... Exhibit 10.17 contained in Select Comfort's Registration Statement on Form S-1, as amended (File No. 333-62793)
Page 11 of 11 EX-1 2 EXHIBIT 1 EXHIBIT 1 DIRECTORS AND EXECUTIVE OFFICERS OF THE ST. PAUL COMPANIES, INC. AND ST. PAUL FIRE AND MARINE INSURANCE COMPANY The names and present principal occupations of the directors and executive officers of The St. Paul Companies, Inc. and St. Paul Fire and Marine Insurance Company are set forth below. During the last five years, none of the individuals has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to any civil proceeding of a judicial or administrative body as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding violations with respect to such laws. All of the individuals listed below are citizens of the United States except Douglas West Leatherdale, who is a citizen of Canada, and David John, who is a citizen of the United Kingdom. THE ST. PAUL COMPANIES, INC.
DESCRIPTION OF ANY CONTRACT, ARRANGEMENT, SHARES OF UNDERSTANDING OR SELECT RELATIONSHIP WITH PRESENT PRINCIPAL COMFORT RESPECT TO ANY POSITION WITH OCCUPATION OR BENEFICIALLY SECURITIES OF NAME THE ST. PAUL EMPLOYMENT BUSINESS ADDRESS OWNED SELECT COMFORT - ------------------- -------------- ------------------ -------------------- ------------ ------------------- H. Furlong Baldwin Director Chairman, Mercantile 0 None President and Bankshares Chief Executive Corporation Officer , 2 Hopkins Plaza Mercantile Baltimore, MD 21201 Bankshares Corporation Michael Robert Director Chief Executive Honeywell, Inc. 0 None Bonsignore Officer, 101 Columbia Road Honeywell, Inc. Morristown, NJ 07962 John H. Dasburg Director President and Northwest Airlines, 0 None Chief Executive Inc. Officer, 5101 Northwest Northwest Drive Airlines, Inc. St. Paul, MN 55111- 3034 W. John Driscoll Director Former Chairman Rock Island Company 0 None and Chief Execute 332 Minnesota St. Officer, Rock Suite 2090 Island Company St. Paul, MN 55101- 1308 Kenneth Marc Director Chairman and The Duberstein 0 None Duberstein Chief Executive Group Officer, The 2100 Pennsylvania Duberstein Group Ave. NW, Suite 500 Washington, DC 20037 Pierson MacDonald Director Retired Chairman 4900 IDS Center 0 None Grieve and Chief 80 South 8th Street Executive Minneapolis, MN Officer, Ecolab, 55402 Inc. James Eric President, President, Chief 385 Washington 0 None Gustafson Chief Operating Operating Officer Street Officer and and Director of St. Paul, MN 55102 Director The St. Paul Thomas R. Hodgson Director Former President 225 E. Deerpath 0 None and Chief Suite 222 Operating Lake Forest, IL Officer, Abbott 60045 Laboratories Sir David G. John, Director Chairman, The BOC The BOC Group 0 None KCMG Group PLC Chertsey Road Windlesham Surrey GU20 6HG England William Hugh Kling Director President, Minnesota Public 1000 None Minnesota Public Radio Radio, President, 45 E. 7th Street Minnesota St. Paul, MN 55101 Communications Group and President, Greenspring Company Douglas West Chairman, CEO Chairman, CEO and 385 Washington 0 None Leatherdale and Director Director of The Street St. Paul St. Paul, MN 55102 Bruce King Director President 5109 Yuma Place, NW 0 None MacLaury Emeritus, The Washington, DC Brookings 20016 Institution Glen D. Nelson Director Vice Chairman, Medtronic, Inc. 0 None Medtronic, Inc. 7000 Central Avenue NE Minneapolis, MN 55432 Anita Marie Director President, The The Bush Foundation 0 None Pampusch Bush Foundation E-900 First National Bank Building 332 Minnesota Street St. Paul, MN 55101 Gordon M. Sprenger Director President and Allina Health 0 None Chief Executive Systems, Inc. Officer, Allina P.O. Box 9310 Health Systems, Minneapolis, MN Inc. 55440-9310 Bruce Allen Sr. Vice Sr. Vice 385 Washington 0 None Backberg President-Legal President-Legal Street Services Services of The St. Paul, MN 55102 St. Paul Karen L. Himle Sr. Vice Sr. Vice 385 Washington 0 None President- President- Street Corporate Corporate Affairs St. Paul, MN 55102 Affairs of The St. Paul Thomas Andrew Sr. Vice Sr. Vice 385 Washington 0 None Bradley President- President- Street Corporate Corporate St. Paul, MN 55102 Controller Controller of The St. Paul Laura L. Gagnon Vice President- Vice President- 385 Washington 0 None Finance & Finance & Street Investor Investor St. Paul, MN 55102 Relations Relations of The St. Paul Paul James Liska Executive Vice Executive Vice 385 Washington 0 None President and President and Street Chief Financial Chief Financial St. Paul, MN 55102 Officer Officer of The St. Paul John A. MacColl Executive Vice Executive Vice 385 Washington 0 None President and President and Street General Counsel General Counsel St. Paul, MN 55102 of The St. Paul David Nachbar Sr. Vice Sr. Vice 385 Washington 0 None President-Human President-Human Street Resources Resources of The St. Paul, MN 55102 St. Paul Mark Lindell Pabst Sr. Vice Sr. Vice St. Paul Syndicate 0 None President President of The Management St. Paul 60 Gracechurch Street London EC3V 0HR England Sandra Ulsaker Corporate Corporate 385 Washington 0 None Wiese Secretary Secretary of The Street St. Paul St. Paul, MN 55102
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
DESCRIPTION OF ANY CONTRACT, ARRANGEMENT, SHARES OF UNDERSTANDING OR SELECT RELATIONSHIP WITH PRESENT PRINCIPAL COMFORT RESPECT TO ANY POSITION WITH OCCUPATION OR BENEFICIALLY SECURITIES OF NAME F&M EMPLOYMENT BUSINESS ADDRESS OWNED SELECT COMFORT - ------------------- --------------- ----------------- ------------------- ------------ ------------------- Bruce Allen Sr. Vice Sr. Vice 385 Washington 0 None Backberg President-Legal President-Legal Street Services Services of F&M St. Paul, MN 55102 Thomas Andrew Sr. Vice Sr. Vice 385 Washington 0 None Bradley President- President- Street Finance & Finance & St. Paul, MN 55102 Corporate Corporate Planning & Planning & Development Development of F&M Michael James Executive Vice Executive Vice 385 Washington 0 None Conroy President, President, Chief Street Chief Administrative St. Paul, MN 55102 Administrative Officer and Officer and Director of F&M Director James Francis Sr. Vice Sr. Vice St. Paul Re, Inc. 0 None Duffy President President of F&M 195 Broadway New York, NY 10007 James Eric President, President, Chief 385 Washington 0 None Gustafson Chief Operating Operating Officer Street Officer and and Director of St. Paul, MN 55102 Director F&M Karen L. Himle Sr. Vice Sr. Vice 385 Washington 0 None President- President- Street Corporate Corporate Affairs St. Paul, MN 55102 Affairs of F&M Robert Jule Sr. Vice Sr. Vice 385 Washington 0 None Lamendola President President of F&M Street St. Paul, MN 55102 Douglas West Chairman, Chief Chairman, Chief 385 Washington 0 None Leatherdale Executive Executive Officer Street Officer and and Director of St. Paul, MN 55102 Director F&M Stephen Wright Executive Vice Executive Vice 385 Washington 600 None Lilienthal President and President and Street Director Director of F&M St. Paul, MN 55102 Paul James Liska Executive Vice Executive Vice 385 Washington 0 None President, President, Chief Street Chief Financial Financial Officer St. Paul, MN 55102 Officer and and Director of Director F&M John A. MacColl Executive Vice Executive Vice 385 Washington 0 None President and President and Street General Counsel General Counsel St. Paul, MN 55102 of F&M T. Michael Miller Sr. Vice Sr. Vice 385 Washington 0 None President- President-Global Street Global Products, and St. Paul, MN 55102 Products, and Director of F&M Director Janet Ranjala Sr. Vice Sr. Vice 385 Washington 0 None Nelson President- President-Special Street Special Assistant to the St. Paul, MN 55102 Assistant to President of F&M the President Mark Lindell Pabst Executive Vice Executive Vice St. Paul Syndicate 0 None President President of F&M Management 60 Gracechurch Street London EC3V 0HR England Kent D. Urness Sr. Vice Sr. Vice 385 Washington 0 None President- President-Global Street Global Products Products and St. Paul, MN 55102 and Director Director of F&M Sandra Ulsaker Corporate Corporate 385 Washington 0 None Wiese Secretary, Secretary, Street Assistant Vice Assistant Vice St. Paul, MN 55102 President-Legal President-Legal Services Services of F&M
EX-2 3 EXHIBIT 2 EXHIBIT 2 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13D need be filed with respect to ownership by each of the undersigned of shares of Common Stock of Select Comfort Corporation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Dated: March 27, 2000 THE ST. PAUL COMPANIES, INC. By: /s/ Bruce A. Backberg -------------------------------- Bruce A. Backberg Its: Senior Vice President ST. PAUL FIRE AND MARINE INSURANCE COMPANY By: /s/ Bruce A. Backberg ------------------------------- Bruce A. Backberg Its: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----