-----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, Cs5KpyXAnMeF60cR/hjh2kEaGc0yRoj8wrtIDk2yv5bPHksZaORLzpBAE0EjrVbL heCAtRQ67mMLORRwNh/31g== 0000912057-00-017737.txt : 20000414 0000912057-00-017737.hdr.sgml : 20000414 ACCESSION NUMBER: 0000912057-00-017737 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-67139 FILED AS OF DATE: 20000412 EFFECTIVENESS DATE: 20000412 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-34666 FILM NUMBER: 599839 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 S-3MEF 1 S-3MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2000 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- THE ST. PAUL COMPANIES, INC. (Exact name of Registrant as specified in its charter) MINNESOTA 41-0518860 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization)
385 Washington Street St. Paul, Minnesota 55102 (651) 310-7911 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------ BRUCE A. BACKBERG SENIOR VICE PRESIDENT THE ST. PAUL COMPANIES, INC. 385 WASHINGTON STREET, ST. PAUL, MINNESOTA 55102 (651) 310-7916 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------ WITH A COPY TO: DONALD R. CRAWSHAW SULLIVAN & CROMWELL 125 Broad Street New York, New York 10004 (212) 558-4000 ------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-67139 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / ------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE Debt securities................. $50,000,000 100% $50,000,000 $13,200
(1) Estimated in accordance with Rule 457 solely for the purpose of calculating the registration fee. ------------------ THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-67139) filed by The St. Paul Companies, Inc. with the Securities and Exchange Commission on March 30, 2000, as amended, which was declared effective by the Commission on March 30, 2000, including the exhibits thereto, are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul and State of Minnesota, on the 12th day of April, 2000. By: /s/ BRUCE A. BACKBERG ----------------------------------- Bruce A. Backberg, Esq. SENIOR VICE PRESIDENT Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on April 12, 2000 by the following persons in the capacities indicated:
SIGNATURE TITLE --------- ----- /s/ DOUGLAS W. LEATHERDALE ------------------------------------------- Director, Chairman of the Board, and Chief Douglas W. Leatherdale Executive Officer * ------------------------------------------- Director H. Furlong Baldwin ------------------------------------------- Michael R. Bonsignore Director * ------------------------------------------- Director John H. Dasburg ------------------------------------------- W. John Driscoll Director * ------------------------------------------- Director Kenneth M. Duberstein
SIGNATURE TITLE --------- ----- ------------------------------------------- Pierson M. Grieve Director * ------------------------------------------- Director, President and Chief Operating James E. Gustafson Officer * ------------------------------------------- Director Thomas R. Hodgson * ------------------------------------------- Director David G. John * ------------------------------------------- Director William H. Kling * ------------------------------------------- Director Bruce K. MacLaury * ------------------------------------------- Director Glen D. Nelson, M.D. * ------------------------------------------- Director Anita M. Pampusch ------------------------------------------- Gordon M. Sprenger Director /s/ PAUL J. LISKA ------------------------------------------- Executive Vice President and Paul J. Liska Chief Financial Officer /s/ THOMAS A. BRADLEY Senior Vice President--Finance and Corporate ------------------------------------------- Planning and Development Thomas A. Bradley (Principal Accounting Officer) *By: /S/ SANDRA ULSAKER WIESE -------------------------------------- Sandra Ulsaker Wiese, ATTORNEY-IN-FACT
EXHIBIT INDEX
EXHIBIT NO. - --------------------- 5.1 Opinion and consent of Bruce A. Backberg, Esq. 5.2 Opinion and consent of Sullivan & Cromwell. 23.1 Consent of KPMG LLP. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Bruce A. Backberg, Esq. (included as part of Exhibit 5.1). 23.4 Consent of Sullivan & Cromwell (included as part of Exhibit 5.2). 24.1 Powers of attorney.
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 OPINION AND CONSENT April 12, 2000 The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of $50,000,000 aggregate principal amount of debt securities (the "Securities") of The St. Paul Companies, Inc., a Minnesota corporation (the "Company"), I, as Senior Vice President of the Company, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I advise you that, in my opinion: The Company has been duly incorporated and is validly existing under the laws of the State of Minnesota. When the registration statement relating to the Securities has become effective under the Act, the use of the Indenture relating to the Securities has been duly authorized by the Company, the terms of the Securities and of their issuance and sale have been duly established by all necessary corporate action in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Securities have been duly executed and authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles. I note that, as of the date of this opinion, a judgement for money in an action based on a Security denominated in a foreign currency or currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders the judgment. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment. The foregoing opinion is limited to the Federal laws of the United States and the laws of the States of New York and Minnesota, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of New York Law, I have relied upon the opinion, dated the date hereof, of Sullivan & Cromwell, and my opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Sullivan & Cromwell. Also, I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible, and I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which I have not independently verified. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to file under the heading "Validity of Debt Securities" in the Prospectus. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /S/ BRUCE A. BACKBERG - --------------------------------------------- BRUCE A. BACKBERG SENIOR VICE PRESIDENT EX-5.2 3 EXHIBIT 5.2 Exhibit 5.2 Opinion and Consent April 12, 2000 The St. Paul Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102 Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of $50,000,000 aggregate principal amount of debt securities (the "Securities") of The St. Paul Companies, Inc., a Minnesota corporation (the "Company"), we, as your special counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statement has become effective under the Act, the use of the Indenture relating to the Securities has been duly authorized by the Company, the terms of the Securities and of their issuance and sale have been duly established by all necessary corporate action in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Securities have been duly executed and authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to determine the rate conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders the judgement. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgement on such Security would be required under Section 27 of the New York Judiciary Law to render such judgement in the foreign currency in which the Security is denominated, and such judgement would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgement. The foregoing opinion is limited to the Federal laws of the United States and the laws of the States of New York and Minnesota and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Minnesota law, we have relied upon the opinion, dated April 12, 2000, of Bruce A. Backberg, Senior Vice President of the Company, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Mr. Backberg. Also, with your approval, we have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, assumptions which we have not independently verified. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading "Validity of Debt Securities" in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ SULLIVAN & CROMWELL EX-23.1 4 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors The St. Paul Companies, Inc.: We consent to the use of our reports incorporated herein by reference in the Registration Statement on Form S-3 of The St. Paul Companies, Inc. The consolidated financial statements and financial statement schedules for the year ended December 31, 1997 have been restated to reflect the pooling of interests with the USF&G Corporation. Our reports state the consolidated financial statements and financial statement schedules of USF&G Corporation which statements reflect total revenues constituting 34 percent for the year ended December 31, 1997 of the related consolidated totals were audited by other auditors whose reports have been furnished to us, and our opinions, insofar as they relate to the amounts included for USF&G Corporation, for the year ended December 31, 1997, are based solely on the reports of such other auditors. /s/ KPMG LLP Minneapolis, MN April 12, 2000 EX-23.2 5 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our report dated February 20, 1998, with respect to the consolidated financial statements and schedules of USF&G Corporation as of, and for each of the years in the two year period ended December 31, 1997 (these financial statements and schedules are not presented herein) included as Schedule VII in The St. Paul Companies, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1998 incorporated by reference in this Registration Statement on Form S-3 of The St. Paul Companies, Inc. We consent to the use of our report dated February 20, 1998, with respect to the consolidated financial statements and schedules of USF&G Corporation as of, and for the year ended December 31, 1997 (these financial statements and schedules are not presented herein) included as Schedule VII in The St. Paul Companies, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1999 incorporated by reference in this Registration Statement on Form S-3 of The St. Paul Companies, Inc. /s/ Ernst & Young LLP Baltimore, Maryland April 12, 2000 EX-24.1 6 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a director of The St. Paul Companies, Inc., a Minnesota corporation ("The St. Paul"), does hereby make, nominate and appoint Sandy Ulsaker Wiese to be his or her attorney-in-fact, with full power and authority to sign on his or her behalf a Registration Statement on Form S-3 for the registration of debt securities of The St. Paul pursuant to Rule 462(b) under the Securities Act of 1933, under the authority granted by the Board of Directors of The St. Paul at its April 12, 2000 meeting, to be filed by The St. Paul with the Securities and Exchange Commission, and any and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, provided that the Registration Statement and any post-effective amendments thereto, in their final form, are reviewed by said attorney-in-fact, and shall have the same force and effect as though each of the undersigned had manually signed such Registration Statement or amendments. Date: April 12, 2000 Signature: ------------------------------------------ Name: Douglas W. Leatherdale Signature: /s/ H. FURLONG BALDWIN ------------------------------------------ Name: H. Furlong Baldwin Signature: ------------------------------------------ Name: Michael R. Bonsignore Signature: /s/ JOHN H. DASBURG ------------------------------------------ Name: John H. Dasburg Signature: ------------------------------------------ Name: W. John Driscoll Signature: /s/ KENNETH M. DUBERSTEIN ------------------------------------------ Name: Kenneth M. Duberstein Signature: ------------------------------------------ Name: Pierson M. Grieve Signature: /s/ JAMES E. GUSTAFSON ------------------------------------------ Name: James E. Gustafson Signature: /s/ THOMAS R. HODGSON ------------------------------------------ Name: Thomas R. Hodgson Signature: /s/ DAVID G. JOHN ------------------------------------------ Name: David G. John
Signature: /s/ WILLIAM H. KLING ------------------------------------------ Name: William H. Kling Signature: /s/ BRUCE K. MACLAURY ------------------------------------------ Name: Bruce K. MacLaury Signature: /s/ GLEN D. NELSON, M.D. ------------------------------------------ Name: Glen D. Nelson, M.D. Signature: /s/ ANITA M. PAMPUSCH ------------------------------------------ Name: Anita M. Pampusch Signature: ------------------------------------------ Name: Gordon M. Sprenger
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