-----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, FKbdXDge8/DvOTSxLTuk79znVJlV1MCp1P5/u6rNFxPuw3WsnbDuPKg/4Aw8HgY2 qk7XG9zWb2x2FealyDp2CA== 0000912057-00-017040.txt : 20000411 0000912057-00-017040.hdr.sgml : 20000411 ACCESSION NUMBER: 0000912057-00-017040 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000410 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: 424B5 SEC ACT: SEC FILE NUMBER: 333-67139 FILM NUMBER: 596821 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 424B5 1 424(B)5 Filed Pursuant to Rule 424(b)(5) Registration No. 333-67139 WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS SUPPLEMENT. THIS PROSPECTUS SUPPLEMENT AND A BASE PROSPECTUS ARE PART OF AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE SEC. THIS PROSPECTUS SUPPLEMENT AND THE BASE PROSPECTUS ARE NOT OFFERS TO SELL THESE SECURITIES OR OUR SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THAT WOULD NOT BE PERMITTED OR LEGAL. SUBJECT TO COMPLETION, DATED APRIL 10, 2000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROSPECTUS SUPPLEMENT April , 2000 (To Prospectus -- March 30, 2000) [LOGO] THE ST. PAUL COMPANIES, INC. $300,000,000 % SENIOR NOTES DUE 2010 ---------------------------------------------------------------------- THE COMPANY: THE SENIOR NOTES AND THE OFFERING: The St. Paul Companies, Inc. - Maturity: April 15, 2010 385 Washington Street - Interest Rate: % St. Paul, Minnesota 55102 - Interest Payments: Semi-annually on (651) 310-7911 April 15 and October 15, commencing on October 15, 2000 - Closing: April , 2000
- ---------------------------------------------------------------------------------------- PER SENIOR NOTE TOTAL - ---------------------------------------------------------------------------------------- Public offering price:............................. % $ Underwriting fees:................................. Net proceeds to Company:........................... - ----------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ATTACHED PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. We expect that the Senior Notes will be ready for delivery in book-entry form through The Depository Trust Company, on or about April , 2000. - -------------------------------------------------------------------------------- DONALDSON, LUFKIN & JENRETTE LEHMAN BROTHERS THE WILLIAMS CAPITAL GROUP, L.P. TABLE OF CONTENTS
PAGE PROSPECTUS SUPPLEMENT The St. Paul Companies, Inc................................. S-3 Use of Proceeds............................................. S-4 Capitalization.............................................. S-5 Ratio of Earnings to Fixed Charges.......................... S-6 Selected Consolidated Financial Information................. S-7 Description of Senior Notes................................. S-8 Underwriting................................................ S-11 PROSPECTUS The St. Paul................................................ 2 Ratios of Earnings to Fixed Charges of the Company.......... 2 Use of Proceeds............................................. 2 About This Prospectus....................................... 2 Description of Debt Securities We May Offer................. 3 Plan of Distribution........................................ 12 Validity of Debt Securities................................. 13 Experts..................................................... 13 Where You Can Find More Information......................... 13
S-2 THE ST. PAUL COMPANIES, INC. GENERAL DESCRIPTION. The St. Paul Companies, Inc. is incorporated as a general business corporation under the laws of the State of Minnesota. We constitute one of the oldest insurance organizations in the United States, dating back to 1853. We are a management company principally engaged, through our subsidiaries, in providing commercial property-liability and life insurance, and reinsurance products and services worldwide. We also have a presence in the asset management industry through our 79% majority ownership of The John Nuveen Company. As a management company, we oversee the operations of our subsidiaries and provide them with capital, management and administrative services. At December 31, 1999, we had total assets of $38.9 billion and total equity of $6.5 billion. At March 1, 2000, we employed approximately 12,000 persons. Based on 1998 net premiums written as reported by A.M. Best Company, we are the 4th largest commercial insurance company in the U.S. Based on total revenues, we rank No. 204 on the 1999 Fortune 500 list of the largest companies in the United States. STRATEGIC TRANSACTIONS. We took four major actions in 1999 consistent with our strategy of focusing our resources on specialty commercial and professional property-liability insurance lines. First, we completed the sale of our standard personal insurance underwriting operations to a subsidiary of Metropolitan Life Insurance Company. Second, we reached a definitive agreement to sell our nonstandard auto insurance operations to Prudential Insurance Company of America, in a transaction expected to be completed in the second quarter of 2000. Third, we reached a definitive agreement to purchase MMI Companies, Inc., a provider of insurance products and consulting services to the healthcare industry, in a transaction expected to be finalized in the second quarter of 2000. Fourth, we agreed to purchase Pacific Select Property Insurance Company, which will expand our earthquake risk underwriting capabilities in California, in a transaction completed in the first quarter of 2000. EXPENSE SAVINGS. In 1999 we substantially completed the integration of USF&G Corporation, which we acquired in April 1998, into our operations. By the end of 1999 we had realized pretax annual expense savings of approximately $260 million (as measured against the combined 1997 pre-merger expenses of the two companies) as a result of the merger and the subsequent restructuring of our commercial insurance underwriting segments in late 1998. In addition, in the third quarter of 1999, we announced a cost reduction program designed to enhance our efficiency in the highly-competitive property-liability insurance marketplace. We recorded a pretax charge to earnings of $60 million in 1999 related to this program, consisting of $33 million of occupancy-related expenses, $25 million of employee-related expenses related to the anticipated elimination of approximately 700 positions, and $2 million of equipment charges. Through December 31, 1999, approximately 480 employees had been terminated under this plan. REALIGNMENT OF PRIMARY INSURANCE OPERATIONS. In the fourth quarter of 1999, we realigned our primary property-liability insurance operations in order to further streamline our organization and ease agent and broker access to our products and services. We created a Global Specialty Practices organization, encompassing our Specialty Commercial and Surety business segments, which has worldwide responsibility for product development, strategic planning, pricing and risk selection for our specialty commercial insurance operations. S-3 BUSINESS SEGMENTS. Our property-liability insurance operations, composed of five distinct underwriting business segments and an investment operations segment, accounted for 89%, 91% and 92% of consolidated revenues from continuing operations in 1999, 1998 and 1997, respectively. Our life insurance segment, Fidelity and Guaranty Life Insurance Company and subsidiaries, accounted for 6% of revenues in 1999 and 5% of revenues in 1998 and 1997, with Nuveen accounting for virtually all of the remaining revenues in each year. Additional information about us is included in the documents we filed with the SEC (including our Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on March 30, 2000), which are incorporated by reference. See "Where You Can Find More Information" in the accompanying prospectus. Our principal and executive offices are located at 385 Washington Street, St. Paul, Minnesota 55102, and our telephone number is (651) 310-7911. USE OF PROCEEDS We intend to use the net proceeds of the offering to repay commercial paper. As of March 31, 2000, we had $495 million of commercial paper outstanding, bearing interest at a weighted average rate of interest of 6.06%. The commercial paper was issued for general corporate purposes, including financing repurchases of our common shares and of company-obligated mandatorily redeemable preferred securities of subsidiaries. S-4 CAPITALIZATION The table below sets forth the actual consolidated capitalization as of December 31, 1999, and as adjusted to reflect our application of the net proceeds from this offering in the manner described in "Use of Proceeds".
AS OF DECEMBER 31, 1999 ------------------------ ACTUAL AS ADJUSTED (IN MILLIONS) Debt: Senior Notes offered hereby............................... $ -- $ 300.0 Medium-term notes......................................... 616.9 616.9 Commercial paper (1)...................................... 400.7 102.9 8 3/8% senior notes....................................... 149.8 149.8 Zero coupon convertible notes............................. 94.1 94.1 7 1/8% senior notes....................................... 79.9 79.9 Variable rate borrowings.................................. 63.8 63.8 Floating rate notes (2)................................... 45.7 45.7 Real estate mortgage debt................................. 15.5 15.5 -------- -------- Total debt.............................................. 1,466.4 1,468.6 -------- -------- Company-obligated mandatorily redeemable preferred securities of subsidiaries (3)............................ 424.9 424.9 -------- -------- Preferred shareholders' equity: Series B convertible preferred stock...................... 129.0 129.0 Guaranteed SOP obligation................................. (104.7) (104.7) -------- -------- Total preferred shareholders' equity.................... 24.3 24.3 -------- -------- Common shareholders' equity: Common stock.............................................. 2,079.3 2,079.3 Retained earnings......................................... 3,827.2 3,827.2 Accumulated other comprehensive income: Unrealized appreciation of investments.................. 568.5 568.5 Unrealized loss on foreign currency translation......... (27.1) (27.1) -------- -------- Total common shareholders' equity..................... 6,447.9 6,447.9 -------- -------- Total capitalization.................................. $8,363.5 $8,365.7 ======== ========
- -------------------------- (1) As of March 31, 2000, we had $495 million of commercial paper outstanding. (2) These notes were paid in full in February 2000. (3) Upon the close of our purchase of MMI Companies, Inc. ("MMI"), expected to be completed in the second quarter of 2000, we will assume MMI's capital securities, which totaled $119.0 million at December 31, 1999. S-5 RATIO OF EARNINGS TO FIXED CHARGES The following table represents our ratio of earnings to fixed charges for the periods shown:
YEARS ENDED DECEMBER 31, - ----------------------------------------------------------------------------- 1999 1998 1997 1996 1995 6.80x 1.78x 10.56x 10.51x 8.42x
Earnings consist of income from continuing operations before income taxes plus fixed charges, net of capitalized interest. Fixed charges consist of interest expense before reduction for capitalized interest and one-third of rental expense, which is considered to be representative of an interest factor. S-6 SELECTED CONSOLIDATED FINANCIAL INFORMATION The following tables set forth our selected consolidated financial information for the five years ended December 31, 1999. For additional financial information, you should refer to our financial statements in our Annual Report to Shareholders on Form 10-K, filed on March 30, 2000 with the SEC, which is incorporated by reference into this prospectus supplement. See "Where You Can Find More Information" in the accompanying prospectus.
YEARS ENDED DECEMBER 31, ---------------------------------------------------- 1999 1998 1997 1996 1995 (IN MILLIONS, EXCEPT PER SHARE AND RATIO AMOUNTS) CONSOLIDATED INCOME STATEMENT DATA: Revenues from continuing operations: Premiums earned....................... $ 5,290 $ 5,553 $ 5,996 $ 5,843 $ 5,399 Net investment income................. 1,557 1,571 1,573 1,509 1,471 Asset management...................... 340 302 262 220 221 Realized investment gains............. 277 201 423 262 91 Other................................. 105 81 54 59 91 ------- ------- ------- ------- ------- Total revenues...................... 7,569 7,708 8,308 7,893 7,273 ------- ------- ------- ------- ------- Interest expense........................ 99 75 86 87 91 Income from continuing operations before income taxes and cumulative effect of accounting change (1)................. 1,017 120 1,433 1,323 1,020 Net income (1).......................... 834 89 929 733 751 Cash dividends declared per share....... 1.04 1.00 0.94 0.88 0.80 CONSOLIDATED BALANCE SHEET DATA: Total assets............................ $38,873 $37,864 $36,887 $34,667 $32,798 Debt.................................... 1,466 1,260 1,304 1,171 1,304 Capital securities...................... 425 503 503 307 207 Common shareholders' equity............. 6,448 6,621 6,591 5,631 5,342 Common shares outstanding............... 225 234 233 231 235 PROPERTY-LIABILITY INSURANCE: Written premiums........................ $ 5,112 $ 5,276 $ 5,682 $ 5,683 $ 5,561 Statutory combined ratio: Loss and loss expense ratio......... 72.9% 82.2% 69.8% 68.9% 71.5% Underwriting expense ratio.......... 35.0% 35.2% 33.5% 31.9% 30.6% ------- ------- ------- ------- ------- Combined ratio.................. 107.9% 117.4% 103.3% 100.8% 102.1% ======= ======= ======= ======= ======= LIFE INSURANCE: Product sales........................... $ 1,000 $ 501 $ 446 $ 427 $ 348 Net income.............................. 44 13 51 (5) 19 NUVEEN: Assets under management................. $59,784 $55,267 $49,594 $33,191 $33,042 Net income (The St. Paul's share)....... 73 62 56 57 55
- -------------------------- (1) We recorded a pretax merger-related charge to earnings of $292 million in 1998, primarily for severance and facilities exit costs; we also recorded a $215 million pretax provision to increase USF&G Corporation's loss and loss adjustment expense reserves subsequent to the merger. See notes 15 and 8 to our financial statements in our Annual Report to Shareholders on Form 10-K, filed on March 30, 2000 with the SEC. S-7 DESCRIPTION OF SENIOR NOTES THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE SENIOR NOTES OFFERED BY THIS PROSPECTUS SUPPLEMENT SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF THE SENIOR NOTES SET FORTH IN THE ACCOMPANYING PROSPECTUS (THE SENIOR NOTES ARE REFERRED TO IN THAT PROSPECTUS AS THE "DEBT SECURITIES"). YOU SHOULD CAREFULLY READ THE ENTIRE PROSPECTUS AND PROSPECTUS SUPPLEMENT TO UNDERSTAND FULLY THE TERMS OF THE SENIOR NOTES. ALL OF THE INFORMATION SET FORTH BELOW IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED EXPLANATION SET FORTH IN THE ACCOMPANYING PROSPECTUS. The Senior Notes are a single series of senior debt securities issued by us under the indenture, dated as of March 31, 1990, between us and The Chase Manhattan Bank, as trustee, which is more fully described in the prospectus. The Senior Notes are unsecured and will rank equally with all of our other senior and unsubordinated debt. As of December 31, 1999, we had $1,466 million of senior and unsubordinated debt outstanding. See "Capitalization." The maximum principal amount of the Senior Notes that we will issue is $300 million. The Senior Notes will mature on April 15, 2010. We have the option to redeem the Senior Notes before their stated maturity on the terms described below. Holders of the Senior Notes do not have any similar option to require us to redeem the Senior Notes before their stated maturity. The Senior Notes will not be entitled to the benefit of any sinking fund. The full defeasance and covenant defeasance provisions of the indenture described in the prospectus will apply to the Senior Notes. We will periodically pay interest on the Senior Notes at an annual rate of % from the date of issue. Interest will be payable semiannually on each April 15 and October 15, beginning October 15, 2000, to the persons in whose names the Senior Notes are registered at the close of business on the preceding April 1 or October 1, respectively, except that any interest payable upon maturity of the Senior Notes will be payable to the person to whom the principal of the Senior Note is payable. OPTIONAL REDEMPTION At our option, we may redeem all or part of the Senior Notes at any time. The redemption price will equal the greater of (1) 100% of the principal amount of the Senior Notes to be redeemed or (2) a "make whole" amount, which will be calculated as described below. At the time of any redemption, we will also pay all interest that has accrued to the redemption date on the redeemed Senior Notes. CALCULATION OF MAKE WHOLE AMOUNT The "make whole" amount will equal the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date, on a semiannual basis, at a rate equal to the Treasury Rate (as defined below) plus basis points. "REMAINING SCHEDULED PAYMENTS" means the remaining scheduled payments of the principal and interest that would be due after the redemption date of a Senior Note if such Senior Note were not redeemed. However, if the redemption date is not a scheduled interest payment date, the amount of the next succeeding scheduled interest payment on such Senior S-8 Note will be reduced by the amount of interest accrued on such Senior Note to such redemption date. "TREASURY RATE" means an annual rate equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the redemption date. The semiannual equivalent yield to maturity will be computed as of the third business day immediately preceding the redemption date. "COMPARABLE TREASURY ISSUE" means the United States Treasury security selected by Donaldson, Lufkin & Jenrette Securities Corporation or an affiliate as having a maturity comparable to the remaining term of the Senior Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Senior Notes. "COMPARABLE TREASURY PRICE" means the average of three Reference Treasury Dealer Quotations (as defined below) obtained by the trustee for the redemption date. "REFERENCE TREASURY DEALERS" means Donaldson, Lufkin & Jenrette Securities Corporation (so long as it continues to be a primary U.S. Government securities dealer) and any two other primary U.S. Government securities dealers we choose. If Donaldson, Lufkin & Jenrette Securities Corporation ceases to be a primary U.S. Government securities dealer, we will appoint in its place another nationally recognized investment banking firm that is a primary U.S. Government securities dealer. "REFERENCE TREASURY DEALER QUOTATION" means the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by a Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding the redemption date. REDEMPTION PROCEDURES We will give you at least 30 days (but not more than 60 days) prior notice of any redemption. If less than all of the Senior Notes are redeemed, the trustee will select the Senior Notes to be redeemed by a method determined by the trustee to be fair and appropriate. On or before the redemption date, we will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price and accrued interest on the Senior Notes to be redeemed on such date. On and after the redemption date, interest will cease to accrue on any Senior Notes that have been called for redemption (unless we default in the payment of the redemption price and accrued interest). If any redemption date is not a business day, then the redemption price and all accrued and unpaid interest to the date of redemption will be payable on the next business day (and without any interest or other payment in respect of any such delay). However, if the business day is in the next calendar year, the redemption amount will be payable on the preceding business day. S-9 BOOK-ENTRY DELIVERY AND FORM The Senior Notes will be issued as global debt securities in "book-entry" form in multiples of $1,000. See "Description of Debt Securities We May Offer--Legal Ownership--Global Securities" in the accompanying prospectus. The Depository Trust Company ("DTC") will be the depository with respect to the Senior Notes. The Senior Notes will be issued as fully-registered securities in the name of Cede & Co., DTC's partnership nominee, and will be deposited with DTC. DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. Participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to DTC's book-entry system is also available to others, such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC. SAME-DAY SETTLEMENT AND PAYMENT Settlement for the Senior Notes will be made by the underwriters in immediately available funds. All payments of principal and interest on the Senior Notes will be made by us in immediately available funds. The Senior Notes will trade in DTC's settlement system until maturity, and secondary market trading activity in the Senior Notes therefore will be required by DTC to settle in immediately available funds. S-10 UNDERWRITING The underwriters named below have severally agreed, subject to the terms and conditions of the underwriting agreement with us, to purchase the principal amount of Senior Notes set forth below opposite their respective names. The underwriters are committed to purchase all of such Senior Notes if any are purchased. Under certain circumstances, the commitments of non-defaulting underwriters may be increased.
PRINCIPAL AMOUNT UNDERWRITERS: OF SENIOR NOTES Donaldson, Lufkin & Jenrette Securities Corporation..... $ Lehman Brothers Inc..................................... The Williams Capital Group, L.P......................... ------------ Total................................................. $300,000,000 ============
The underwriters propose to offer the Senior Notes in part directly to the public at the initial public offering price set forth on the cover page of this prospectus supplement and in part to certain securities dealers at such price less a concession of % of the principal amount of the Senior Notes. The underwriters may allow, and such dealers may reallow, a concession not to exceed % of the principal amount of the Senior Notes to certain brokers and dealers. After the Senior Notes are released for sale to the public, the offering price and other selling terms may from time to time be varied by the underwriters. In connection with the offering of the Senior Notes, the underwriters may engage in overallotment, stabilizing transactions and short covering transactions in accordance with Regulation M under the Securities and Exchange Act of 1934. Overallotment involves sales in excess of the offering size, which create short positions for the underwriters. Stabilizing transactions involve bids to purchase the Senior Notes in the open market for the purpose of pegging, fixing or maintaining the price of the Senior Notes. Short covering transactions involve purchases of the Senior Notes in the open market after the distribution has been completed in order to cover short positions. These stabilizing transactions and short covering transactions may cause the price of the Senior Notes to be higher than it would otherwise be in the absence of such transactions. Such activities, if commenced, may be discontinued at any time. All secondary trading in the Senior Notes will settle in immediately available funds. See "Description of Senior Notes--Same-Day Settlement and Payment." We do not intend to apply for listing of the Senior Notes on a national securities exchange, but we have been advised by the underwriters that the underwriters intend to make a market in the Senior Notes. The underwriters are not obligated, however, to make a market in the Senior Notes and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Senior Notes. We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933. In the ordinary course of their respective businesses, the underwriters and certain of their affiliates may in the future engage in investment banking transactions with us. We estimate that we will spend approximately $200,000 for printing, rating agency, trustee, accounting and legal fees and other expenses relating to the offering. S-11 $450,000,000 THE ST. PAUL COMPANIES, INC. Debt Securities ----------- The St. Paul Companies, Inc. may from time to time issue up to $450,000,000 aggregate principal amount of debt securities. The accompanying prospectus supplement will specify the terms of the securities. The St. Paul Companies, Inc. may sell these securities to or through underwriters, and also to other purchasers or through agents. The names of the underwriters or agents will be set forth in the accompanying prospectus supplement. -------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------- Prospectus dated March 30, 2000. THE ST. PAUL The St. Paul Companies, Inc. is a management company principally engaged in property-liability insurance and reinsurance underwriting. We also have a presence in the life insurance industry through our ownership of Fidelity and Guaranty Life Insurance Company and in the asset management industry through our majority ownership of The John Nuveen Company. As a management company, we oversee the operations of our subsidiaries and provide them with capital and management and administrative services. On April 24, 1998, we completed our merger with USF&G Corporation in a tax-free exchange of stock accounted for as a pooling of interests. On September 30, 1999 we completed the sale of our standard personal lines business to Metropolitan Property & Casualty Insurance Company for approximately $600 million. At March 1, 2000, we and our subsidiaries employed approximately 12,000 persons. In 1999, insurance and reinsurance underwriting accounted for approximately 89% of consolidated revenues from continuing operations, life insurance accounted for approximately 6% of consolidated revenues from continuing operations, and asset management- investment banking operations accounted for approximately 5% of consolidated revenues from continuing operations. Our principal and registered executive offices are located at 385 Washington Street, St. Paul, Minnesota 55102, and our telephone number is (651) 310-7911. Our e-mail address is info@stpaul.com. Unless the context otherwise indicates, the terms "The St. Paul", "we", "us" or "our" means The St. Paul Companies, Inc. and its consolidated subsidiaries and gives effect to the merger with USF&G Corporation. RATIOS OF EARNINGS TO FIXED CHARGES OF THE COMPANY Our consolidated ratios of earnings to fixed charges for each of the fiscal years ended December 31, 1995 through 1999 are as follows:
YEARS ENDED DECEMBER 31, - ----------------------------------------------------------------- 1999 1998 1997 1996 1995 ---- ---- ---- ---- ---- 6.80 1.78 10.56 10.51 8.42
Earnings consist of income from continuing operations before income taxes plus fixed charges, net of capitalized interest. Fixed charges consist of interest expense before reduction for capitalized interest and one-third of rental expense, which is considered to be representative of an interest factor. USE OF PROCEEDS Unless otherwise indicated in an accompanying prospectus supplement, the net proceeds from the sale of the debt securities will be used for general corporate purposes, which may include, among other things, working capital, capital expenditures, the repurchase of shares of common stock, the repayment of short-term borrowings or acquisitions. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the SEC utilizing a shelf registration process. Under this shelf process, we may sell any combination of the debt securities described in this prospectus in one or more offerings up to a total dollar amount of $450,000,000. This prospectus provides you with a general description of the debt securities we may offer. Each time we sell debt securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading "WHERE YOU CAN FIND MORE INFORMATION". 2 DESCRIPTION OF DEBT SECURITIES WE MAY OFFER As required by Federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called the indenture. The indenture is a contract, dated as of March 31, 1990, between us and The Chase Manhattan Bank, which acts as trustee. The trustee has two main roles: - - First, the trustee can enforce your rights against us if we default. There are some limitations on the extent to which the trustee acts on your behalf, described later on page 11 under "Remedies if an Event of Default Occurs"; and - - Second, the trustee performs administrative duties for us, such as sending you interest payments, transferring your debt securities to a new buyer if you sell and sending you notices. The indenture and its associated documents contain the full legal text of the matters described in this section. The indenture and the debt securities are governed by New York law. The indenture is an exhibit to our registration statement. See "Where You Can Find More Information" on page 13 for information on how to obtain a copy. We may issue as many distinct series of debt securities under the indenture as we wish. This section summarizes all the material terms of the debt securities that are common to all series, unless otherwise indicated in the prospectus supplement relating to a particular series. Because this section is a summary, it does not describe every aspect of the debt securities, and is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of some of the terms used in the indenture. We describe the meaning for only the more important terms. We also include references in parentheses to some sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in the prospectus supplement, those sections or defined terms are incorporated by reference here or in the prospectus supplement. We may issue the debt securities as original issue discount securities, which are securities that are offered and sold at a substantial discount to their stated principal amount. (SECTION 101) The prospectus supplement relating to original issue discount securities will describe federal income tax consequences and other special considerations applicable to them. The debt securities may also be issued as indexed securities or securities denominated in foreign currencies or currency units, as described in more detail in the prospectus supplement relating to any such securities. The prospectus supplement relating to such debt securities will also describe any special considerations and any material additional tax considerations applicable to such debt securities. In addition, the specific financial, legal and other terms particular to a series of debt securities are described in the prospectus supplement and the pricing supplement relating to the series. The prospectus supplement relating to a series of debt securities will describe the following terms of the series: - - the title of the series of debt securities; - - any limit on the aggregate principal amount of the series of debt securities; - - the date or dates on which the series of debt securities will mature; - - the rate or rates, which may be fixed or variable, per annum at which the series of debt securities will bear interest, if any, and the date or dates from which that interest, if any, will accrue; - - the dates on which interest, if any, on the series of debt securities will be payable and the regular record dates for the interest payment dates; - - any mandatory or optional sinking funds or analogous provisions or provisions for redemption at the option of the holder; - - the date, if any, after which and the price or prices at which the series of debt securities 3 may, in accordance with any optional or mandatory redemption provisions, be redeemed and the other detailed terms and provisions of those optional or mandatory redemption provisions, if any; - - if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the series of debt securities will be issuable; - - if other than the principal amount thereof, the portion of the principal amount of the series of debt securities which will be payable upon the declaration of acceleration of the maturity of such series of debt securities; - - the currency of payment of principal, premium, if any, and interest on the series of debt securities; - - any index used to determine the amount of payment of principal of, premium, if any, and interest on the series of debt securities; - - the applicability of the provisions described under "Defeasance"; - - if the series of debt securities will be issuable only in the form of a global security as described under "Book-Entry Debt Securities", the depository or its nominee with respect to the series of debt securities and the circumstances under which the global security may be registered for transfer or exchange in the name of a person other than the depository or its nominee; and - - any other special feature of the series of debt securities. Those terms may vary from the terms described here. Accordingly, this summary also is subject to and qualified by reference to the description of the terms of the series described in the prospectus supplement. The prospectus supplement relating to each series of debt securities will be attached to the front of this prospectus. LEGAL OWNERSHIP STREET NAME AND OTHER INDIRECT HOLDERS Investors who hold debt securities in accounts at banks or brokers will generally not be recognized by us as legal holders of debt securities. This is called holding in "street name". Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its debt securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to. If you hold debt securities in street name, you should check with your own institution to find out: - - How it handles securities payments and notices. - - Whether it imposes fees or charges. - - How it would handle voting if ever required. - - Whether and how you can instruct it to send you debt securities registered in your own name so you can be a direct holder as described below. - - How it would pursue rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests. DIRECT HOLDERS Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to persons or entities who are the direct holders of debt securities, i.e., those who are registered as holders of debt securities. As noted above, we do not have obligations to you if you hold in street name or through other indirect means, either because you choose to hold debt securities in that manner or because the debt securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that registered holder is legally required 4 to pass the payment along to you as a street name customer but does not do so. GLOBAL SECURITIES WHAT IS A GLOBAL SECURITY? A global security is a special type of indirectly held security, as described above under "Street Name and Other Indirect Holders". If we choose to issue debt securities in the form of global securities, the ultimate beneficial owners can only be indirect holders. We do this by requiring that the global security be registered in the name of a financial institution we select and by requiring that the debt securities included in the global security not be transferred to the name of any other direct holder unless the special circumstances described below occur. The financial institution that acts as the sole direct holder of the global security is called the depositary. Any person wishing to own a debt security included in the global security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the depositary. The prospectus supplement indicates whether your series of debt securities will be issued only in the form of global securities. SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect holder, an investor's rights relating to a global security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a registered holder of debt securities and instead deal only with the depositary that holds the global security. If you are an investor in debt securities that are issued only in the form of global securities, you should be aware that: - - You cannot get debt securities registered in your own name. - - You cannot receive physical certificates for your interest in the debt securities. - - You will be a street name holder and must look to your own bank or broker for payments on the debt securities and protection of your legal rights relating to the debt securities. See "Street Name and Other Indirect Holders" on page 4 and this page. - - You may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their securities in the form of physical certificates. - - The depositary's policies will govern payments, transfers, exchange and other matters relating to your interest in the global security. We and the trustee have no responsibility for any aspect of the depositary's actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way. - - The depositary will require that interests in a global security be purchased or sold within its system using same-day funds for settlement. SPECIAL SITUATIONS WHEN GLOBAL SECURITY WILL BE TERMINATED. In a few special situations described later, the global security will terminate and interests in it will be exchanged for physical certificates representing debt securities. After that exchange, the choice of whether to hold debt securities directly or in street name will be up to you. You must consult your own bank or broker to find out how to have your interests in debt securities transferred to your own name, so that you will be a direct holder. The rights of street name investors and direct holders in the debt securities have been previously described in the subsections entitled, "Street Name and Other Indirect Holders" and "Direct Holders" on page 4. The special situations for termination of a global security are: - - When the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary, - - When we notify the trustee that we wish to terminate the global security, or - - When an event of default on the debt securities has occurred and has not been cured. 5 Defaults are discussed later under "Default and Related Matters" on pages 10 to 12. The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or the trustee, is responsible for deciding the names of the institutions that will be the initial direct holders. (SECTIONS 204 AND 305) IN THE REMAINDER OF THIS DESCRIPTION "YOU" MEANS DIRECT HOLDERS AND NOT STREET NAME OR OTHER INDIRECT HOLDERS OF DEBT SECURITIES. INDIRECT HOLDERS SHOULD READ THE PREVIOUS SUBSECTION ON PAGE 4 ENTITLED "STREET NAME AND OTHER INDIRECT HOLDERS". OVERVIEW OF REMAINDER OF THIS DESCRIPTION The remainder of this description summarizes: - - ADDITIONAL MECHANICS relevant to the debt securities under normal circumstances, such as how you transfer ownership and where we make payments. - - Your rights under several SPECIAL SITUATIONS, such as if we merge with another company or if we want to change a term of the debt securities. - - A covenant contained in the indenture that restricts our ability to incur liens and other encumbrances on the voting stock of some of our subsidiaries. A particular series of debt securities may have additional restrictive covenants. - - Your rights if we DEFAULT or experience other financial difficulties. - - OUR RELATIONSHIP WITH THE TRUSTEE. ADDITIONAL MECHANICS FORM, EXCHANGE AND TRANSFER The debt securities will be issued: - - only in fully registered form - - without interest coupons - - unless otherwise indicated in the prospectus supplement, in denominations that are even multiples of $1,000. (SECTION 302) You may have your debt securities broken into more debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. (SECTION 305) This is called an exchange. You may exchange or transfer debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring debt securities. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered direct holders is called the security registrar. It will also register transfers of the debt securities. (SECTION 305) You will not be required to pay a service charge to transfer or exchange debt securities, but you may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange will only be made if the security registrar is satisfied with your proof of ownership. (SECTION 305) If we have designated additional transfer agents, they are named in the prospectus supplement. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts. (SECTION 1002) If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of debt securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security being partially redeemed. (SECTION 305) PAYMENT AND PAYING AGENTS We will pay interest to you if you are a direct holder listed in the trustee's records at the close of business on a particular day in 6 advance of each due date for interest, even if you no longer own the debt security on the interest due date. That particular day, usually about two weeks in advance of the interest due date, is called the regular record date and is stated in the prospectus supplement. (SECTION 307) Holders buying and selling debt securities must work out between them how to compensate for the fact that we will pay all the interest for an interest period to the one who is the registered holder on the regular record date. The most common manner is to adjust the sales price of the debt securities to pro rate interest fairly between buyer and seller. This pro rated interest amount is called accrued interest. We will pay interest, principal and any other money due on the debt securities at the corporate trust office of the trustee in New York City. (SECTION 1002) That office is currently located at 450 West 33rd Street, 15th Floor, New York, New York 10001. You must make arrangements to have your payments picked up at or wired from that office. We may also choose to pay interest by mailing checks. STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS. We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee's corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify you of changes in the paying agents for any particular series of debt securities. (SECTION 1002) NOTICES We and the trustee will send notices regarding the debt securities only to direct holders, using their addresses as listed in the trustee's records. (SECTIONS 101 AND 106) Regardless of who acts as paying agent, all money paid by us to a paying agent that remains unclaimed at the end of one year after the amount is due to direct holders will be repaid to us. After that one-year period, you may look only to us for payment and not to the trustee, any other paying agent or anyone else. (SECTION 1003) SPECIAL SITUATIONS MERGERS AND SIMILAR EVENTS We are generally permitted to consolidate or merge with another company or firm. We are also permitted to sell or lease substantially all of our assets to another firm, or to buy or lease substantially all of the assets of another firm. However, we may not take any of these actions unless the following conditions (among others) are met: - - Where we merge out of existence or sell or lease substantially all our assets, the other firm may not be organized under a foreign country's laws, that is, it must be a corporation, partnership or trust organized under the laws of a State or the District of Columbia or under federal law, and it must agree to be legally responsible for the debt securities. - - The merger, sale of assets or other transaction must not cause a default on the debt securities, and we must not already be in default, unless the merger or other transaction would cure the default. For purposes of this no-default test, a default would include an event of default, as described beginning on page 10 that has occurred and not been cured. A default for this purpose would also include any event that would be an event of default if the requirements for giving us notice of our default or our default having to exist for a specific period of time were disregarded. (SECTION 801) - - It is possible that the merger, sale of assets or other transaction would cause some of our property to become subject to a mortgage or other legal mechanism giving lenders preferential rights in that property over other lenders or over our general creditors if we fail to pay them back. We have promised to limit these preferential rights on voting stock of any designated subsidiaries, called liens, as discussed on page 9 under "Restrictive Covenants--Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries". If a merger or other transaction would create any liens on any such voting stock, we must comply with 7 that restrictive covenant. We would do this either by deciding that the liens were permitted, or by following the requirements of the restrictive covenant to grant an equivalent or higher-ranking lien on the same voting stock to you and the other direct holders of the debt securities. MODIFICATION AND WAIVER There are four types of changes we can make to the indenture and the debt securities. CHANGES REQUIRING YOUR APPROVAL. First, there are changes that cannot be made to your debt securities without your specific approval. Following is a list of those types of changes: - - change the payment due date of the principal or interest on a debt security stated in the debt security - - reduce any amounts due on a debt security - - reduce the amount of principal payable upon acceleration of the maturity of a debt security following a default - - change the place or currency of payment on a debt security - - impair your right to sue for payment - - reduce the percentage of direct holders of debt securities whose consent is needed to modify or amend the indenture - - reduce the percentage of direct holders of debt securities whose consent is needed to waive compliance with certain provisions of the indenture or to waive certain defaults - - modify any other aspect of the provisions dealing with modification and waiver of the indenture (SECTION 902) CHANGES REQUIRING A 66 2/3 VOTE. The second type of change to the indenture and the debt securities is the kind that requires a vote in favor by direct holders of debt securities owning 66 2/3% of the principal amount of the particular series affected. (SECTION 902) Most changes fall into this category, except for changes noted above as requiring your specific approval, and, as noted below, waivers requiring only a majority vote or changes not requiring approval. CHANGES NOT REQUIRING APPROVAL. The third type of change does not require any vote by holders of debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the debt securities. (SECTION 901) CHANGES BY WAIVER REQUIRING A MAJORITY VOTE. Fourth, we need a vote by direct holders of debt securities owning a majority of the principal amount of the particular series affected to obtain a waiver of certain of the restrictive covenants, including the one described later under "Restrictive Covenants-- Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries". (SECTION 1009) We also need such a majority vote to obtain a waiver of any past default, except a payment default listed in the first category described later under "Default and Related Matters--Events of Default". (SECTION 513) FURTHER DETAILS CONCERNING VOTING. When taking a vote, we will use the following rules to decide how much principal amount to attribute to a debt security: - - For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default. - - For debt securities whose principal amount is not known, for example, because it is based on an index, we will use a special rule for that debt security described in the prospectus supplement. - - For debt securities denominated in one or more foreign currencies or currency units, we will use the U.S. dollar equivalent. Debt securities will not be considered outstanding, and therefore will not be eligible to vote, if we have deposited or set aside in trust for you money for their payment or redemption. (SECTION 107) Debt securities will also not be eligible to vote if they have been fully defeased as described later on this and next pages under "Full Defeasance". (SECTION 101) 8 We will generally be entitled to set any day as a record date for the purpose of determining the direct holders of outstanding debt securities that are entitled to vote or take other action under the indenture. (SECTION 301) In some circumstances, the trustee will be entitled to set a record date for action by direct holders. STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE THE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER. RESTRICTIVE COVENANTS LIMITATION ON LIENS AND OTHER ENCUMBRANCES ON VOTING STOCK OF DESIGNATED SUBSIDIARIES Some of our property may be subject to a mortgage or other legal mechanism that gives our lenders preferential rights in that property over other lenders, including you and the other direct holders of the debt securities, or over our general creditors if we fail to pay them back. These preferential rights are called liens. In the indenture, we promise not to create, issue, assume, incur or guarantee any indebtedness for borrowed money that is secured by a mortgage, pledge, lien, security interest or other encumbrance on any voting stock of a designated subsidiary, unless we also secure all the debt securities that are deemed outstanding under the indenture equally with, or prior to, the indebtedness being secured, together with, at our election, any of our or any designated subsidiary's other indebtedness. (SECTION 1007) This promise does not restrict our ability to sell or otherwise dispose of our interests in any designated subsidiary. As used here: - - voting stock means all classes of stock (including any interest in such stock) outstanding of a designated subsidiary that are normally entitled to vote in elections of directors. - - designated subsidiary means St. Paul Fire and Marine Insurance Company and any of our other subsidiaries that has assets exceeding 20% of our consolidated assets. As of the date of this prospectus, St. Paul Fire and Marine Insurance Company and United States Fidelity and Guaranty Company are the only subsidiaries satisfying this 20% test. - - For purposes of applying the 20% test, the assets of a subsidiary and our consolidated assets are both determined as of the last day of the most recent calendar quarter ended at least 30 days prior to the date of the 20% test and in accordance with generally accepted accounting principles as in effect on the last day of such calendar quarter. (SECTION 1007) DEFEASANCE The following discussion of full defeasance and covenant defeasance will be applicable to your series of debt securities only if we choose to have them apply to that series. If we do so choose, we will state that in the prospectus supplement. (SECTION 1301) FULL DEFEASANCE. If there is a change in federal tax law, as described below, we can legally release ourselves from any payment or other obligations on the debt securities, called full defeasance, if we put in place the following arrangements for you to be repaid: - - We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. - - There must be a change in current federal tax law or an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. (Under current federal tax law, the deposit and our legal release from the debt securities would be treated as though we took back your 9 debt securities and gave you your share of the cash and notes or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us.) - - We must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above. If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment on the debt securities. You could not look to us for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever become bankrupt or insolvent. (SECTIONS 1302 AND 1304) COVENANT DEFEASANCE. Under current federal tax law, we can make the same type of deposit described above and be released from some of the restrictive covenants in the debt securities. This is called covenant defeasance. In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and securities set aside in trust to repay the debt securities. In order to achieve covenant defeasance, we must do the following: - - We must deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates. - - We must deliver to the trustee a legal opinion of our counsel confirming that under current federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves. If we accomplish covenant defeasance, the following provisions, among others, of the indenture and the debt securities would no longer apply: - - Our promises regarding conduct of our business previously described on page 9 under "Restrictive Covenants--Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries", and any other covenants applicable to the series of debt securities and described in the prospectus supplement. - - The condition regarding the treatment of liens when we merge or engage in similar transactions, as described on page 7 under "Mergers and Similar Events". - - The events of default relating to breach of covenants and acceleration of the maturity of other debt, described on page 11 under "What Is an Event of Default?" If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust deposit. In fact, if one of the remaining events of default occurred, such as our bankruptcy, and the debt securities become immediately due and payable, there may be a shortfall in the trust deposit. Depending on the event causing the default, you may not be able to obtain payment of the shortfall. (SECTIONS 1303 AND 1304) DEFAULT AND RELATED MATTERS EQUAL RANKING WITH OUR OTHER UNSECURED CREDITORS The debt securities are not secured by any of our property or assets. Accordingly, your ownership of debt securities means you are one of our unsecured creditors. The debt securities are not subordinated to any of our other debt obligations and therefore they rank equally with all our other unsecured and unsubordinated indebtedness. EVENTS OF DEFAULT You will have special rights if an event of default occurs and is not cured, as described later in this subsection. 10 WHAT IS AN EVENT OF DEFAULT? The term event of default means any of the following: - - We do not pay the principal or any premium on a debt security on its due date. - - We do not pay interest on a debt security within 30 days of its due date. - - We do not deposit money into a separate custodial account, known as sinking fund, when such deposit is due, if we agree to maintain any such sinking fund. - - We remain in breach of the restrictive covenant described previously under "Restrictive Covenants--Limitation on Liens and Other Encumbrances on Voting Stock of Designated Subsidiaries" or any other term of the indenture for 60 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or direct holders of at least 25% of the principal amount of debt securities of the affected series. - - Other debt of ours totalling $10,000,000 or more defaults, our obligation to repay it is accelerated by our lenders, and this repayment obligation remains accelerated for 10 days after we receive a notice of default. The notice must be sent by the trustee or direct holders of at least 10% of the principal amount of the debt securities of the affected series. - - We file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur. - - Any other event of default described in the prospectus supplement occurs. (SECTION 501) REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an event of default has occurred and has not been cured, the trustee or the direct holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the direct holders of at least a majority in principal amount of the debt securities of the affected series. (SECTION 502) Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the direct holders offer the trustee reasonable protection from expenses and liability, called an indemnity. (SECTION 603) If reasonable indemnity is provided, the direct holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority direct holders may also direct the trustee in performing any other action under the indenture. (SECTION 512) Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur: - - You must give the trustee written notice that an event of default has occurred and remains uncured. - - The direct holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action. - - The trustee must have not received from direct holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with the written notice. - - The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity. (SECTION 507) However, you are entitled at any time to bring a law suit for the payment of money due on your debt security on or after its due date. (SECTION 508) 11 STREET NAME AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE TRUSTEE AND TO MAKE OR CANCEL A DECLARATION OF ACCELERATION. We will furnish to the trustee every year a written statement of certain of our officers certifying that to their knowledge we are in compliance with the indenture and the debt securities, or else specifying any default. (SECTION 1008) OUR RELATIONSHIP WITH THE TRUSTEE The Chase Manhattan Bank, the trustee under the indenture, has a $36.5 million participation under a revolving credit agreement among us and certain banks named in it providing for aggregate borrowing by the Company of a maximum of $400 million, none of which was outstanding at September 30, 1999. In addition, The Chase Manhattan Bank has a $50 million participation under a revolving credit agreement among The John Nuveen Company, one of our subsidiaries, and certain banks named in it providing for aggregate borrowing by The John Nuveen Company of a maximum of $200 million, none of which was outstanding at September 30, 1999. PLAN OF DISTRIBUTION The St. Paul may sell debt securities to or through underwriters and also may sell debt securities directly to other purchasers through agents. The distribution of the debt securities offered under the prospectus may occur from time to time in one or more transactions at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In connection with the sale of debt securities, underwriters may receive compensation from the St. Paul or from purchasers of debt securities for whom they may act as agents in the form of discounts, concessions or commissions. Underwriters may sell debt securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of debt securities offered under the prospectus may be underwriters as defined in the Securities Act. Any underwriters or agents will be identified and their compensation (including underwriting discount) will be described in the applicable prospectus supplement. The prospectus supplement will also describe the other terms of the offering, including any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which the offered securities may be listed. The St. Paul may have agreements with the underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments which the underwriters, dealers or agents may be required to make as a result of those certain civil liabilities. 12 The St. Paul may also sell debt securities directly to one or more purchasers without using underwriters or agents. Underwriters, dealers and agents may engage in transactions with or perform services for The St. Paul or its subsidiaries in the ordinary course of their businesses. VALIDITY OF DEBT SECURITIES The validity of the debt securities will be passed upon for The St. Paul by Bruce A. Backberg, Senior Vice President of the Company, and for the underwriters or agents, as the case may be, by Sullivan & Cromwell, New York, New York. Mr. Backberg may rely as to matters of New York law upon the opinion of Sullivan & Cromwell, and Sullivan & Cromwell may rely as to matters of Minnesota law upon the opinion of Mr. Backberg. As of March 27, 2000, Mr. Backberg owned, directly and indirectly, 22,910 shares of The St. Paul's common stock, 362 shares of The St. Paul's Series B Convertible Preferred Stock and exercisable options to purchase 68,298 additional shares of The St. Paul's common stock. Sullivan & Cromwell have from time to time rendered certain legal services to The St. Paul. EXPERTS The consolidated financial statements and financial statement schedules I through V of the Company as of December 31, 1998 and 1997, and for each of the years in the three year period ended December 31, 1998 which are included in or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1998, and which have been incorporated herein by reference in this registration statement have been audited by KPMG LLP, independent auditors, as set forth in their reports thereon incorporated by reference herein which, as to the years 1997 and 1996, are based in part on the reports of Ernst & Young LLP, independent auditors. The financial statements and financial statement schedules referred to above are included in reliance upon such reports given upon the authority of such firms as experts in accounting and auditing. The consolidated financial statements and financial statement schedules as of December 31, 1997 and for each of the years in the two-year period then ended have been restated to reflect the pooling of interests with USF&G Corporation. The reports of KPMG LLP state that KPMG LLP did not audit the consolidated financial statements or financial statement schedules of USF&G Corporation as of December 31, 1997 or for either of the years in the two-year period ended December 31, 1997, which statements reflect total assets constituting 43 percent as of December 31, 1997 and total revenues constituting 35 percent and 38 percent for the years ended December 31, 1997 and 1996, respectively of the related consolidated totals. Those statements and financial statement schedules were audited by Ernst & Young LLP whose reports have been furnished to KPMG LLP, and the opinions of KPMG LLP, insofar as they relate to the amounts included for USF&G Corporation, are based solely on the reports of Ernst & Young LLP. To the extent that KPMG LLP audits and reports on the consolidated financial statements of the Company issued at future dates, and consents to the use of their reports thereon, such consolidated financial statements also will be incorporated by reference in this registration statement in reliance upon their reports and said authority. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. 13 The SEC allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the following documents of The St. Paul: - Proxy Statement for the Annual Meeting of Shareholders to be held May 2, 2000, filed with the SEC on March 24, 2000 - Current Report on Form 8-K, filed with the SEC on January 6, 1999 - Current Report on Form 8-K, filed with the SEC on February 3, 1999 - Current Report on Form 8-K, filed with the SEC on March 4, 1999 - Current Report on Form 8-K, filed with the SEC on May 3, 1999 - Current Report on Form 8-K, filed with the SEC on July 13, 1999 - Current Report on Form 8-K, filed with the SEC on October 12, 1999 - Current Report on Form 8-K, filed with the SEC on February 4, 2000 - Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999, filed with the SEC on May 17, 1999 - Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999, filed with the SEC on August 12, 1999 - Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999, filed with the SEC on November 15, 1999 - Annual Report on Form 10-K for the year ended December 31, 1998, filed with the SEC on March 31, 1999 and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities. You may request a copy of these filings at no cost, by writing or telephoning us at the following address: Corporate Secretary The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 (651) 310-7911 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of these debt securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents. 14 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- April , 2000 [LOGO] THE ST. PAUL COMPANIES, INC. $300,000,000 % SENIOR NOTES DUE 2010 --------------------------------------------- P R O S P E C T U S S U P P L E M E N T --------------------------------------------- DONALDSON, LUFKIN & JENRETTE LEHMAN BROTHERS THE WILLIAMS CAPITAL GROUP, L.P. - ------------------------------------------------------------ WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU WRITTEN INFORMATION OTHER THAN THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS OR TO MAKE REPRESENTATIONS AS TO MATTERS NOT STATED IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. YOU MUST NOT RELY ON UNAUTHORIZED INFORMATION. THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THE SECURITIES OR OUR SOLICITATION OF YOUR OFFER TO BUY THE SECURITIES IN ANY JURISDICTION WHERE THAT WOULD NOT BE PERMITTED OR LEGAL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ATTACHED PROSPECTUS NOR ANY SALES MADE HEREUNDER AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT SHALL CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THE AFFAIRS OF THE COMPANY HAVE NOT CHANGED SINCE THE DATE HEREOF. - -------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----