-----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, N4nLqF5Dh6BECjva+xh9+BdYx58OwMS4Dt/QOokiIBji8lZtRdHzJE37gJTWyoFf ZJGQzfkheSz/hVfeJr2GKg== 0000912057-01-539210.txt : 20020410 0000912057-01-539210.hdr.sgml : 20020410 ACCESSION NUMBER: 0000912057-01-539210 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL CAPITAL TRUST I CENTRAL INDEX KEY: 0001162152 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 416494879 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898-01 FILM NUMBER: 1784904 MAIL ADDRESS: STREET 1: ST PAUL COMPANIES INC STREET 2: 385 WASHINGTON STREET CITY: ST PAUL STATE: MI ZIP: 55102 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 1784903 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 8-A12B 1 a2063469z8-a12b.htm 8-A12B Prepared by MERRILL CORPORATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


The St. Paul Companies, Inc.
St. Paul Capital Trust I
(Exact name of registrant as specified in its charter)

Minnesota 41-0518860
Delaware 41-6494879
(State of incorporation or organization) (I.R.S. Employer
Identification No.)

c/o Bruce A. Backberg
Senior Vice President
The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota
(Address of Principal Executive Offices)

55102
(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box./x/   If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box./ /
 
   
Securities Act registration statement file number to which this form relates:   333-72420 and 333-72420-01
(If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered

  Name of each exchange on which
each class is to be registered

Trust Preferred Securities to be issued by St. Paul Capital Trust I and the Preferred Securities Guarantee by The St. Paul Companies, Inc. with respect thereto.   New York Stock Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:
None




Item 1. Description of Registrant's Securities to be Registered.

    The Trust Preferred Securities (the "Preferred Securities") issued by St. Paul Capital Trust I (the "Trust"), and guaranteed by The St. Paul Companies, Inc. (the "Company") to the extent set forth in the form of Preferred Securities Guarantee Agreement (the "Preferred Securities Guarantee") of the Company, represent undivided beneficial ownership interests in the assets of the Trust. Information relating to the Preferred Securities and the Preferred Securities Guarantee is set forth under the captions "Description of the Preferred Securities," "Description of the Guarantee," and "Relationship Among the Preferred Securities, the Junior Subordinated Debentures and the Guarantee" in the Prospectus dated November 7, 2001, as filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on November 9, 2001 (a form of which Prospectus was included in the Trust's and Company's joint Registration Statement on Form S-3 (Registration No. 333-72420) filed with the Commission on October 29, 2001, as amended by Pre-Effective Amendment No. 1 thereto, filed with the Commission on November 7, 2001, and Post-Effective Amendment No. 1 thereto, filed with the Commission on November 13, 2001 (the "Registration Statement")) and is incorporated herein by reference.

Item 2. Exhibits.

    4.1
    Form of Indenture, between The St. Paul Companies, Inc. and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (incorporated herein by reference to Exhibit 4.1 to the Registration Statement).

    4.2
    Form of Junior Subordinated Debenture (included in Exhibit 4.1).

    4.3
    Declaration of Trust of St. Paul Capital Trust I (incorporated herein by reference to Exhibit 4.4 to the Registration Statement).

    4.4
    Form of Amended and Restated Declaration of Trust of St. Paul Capital Trust I (incorporated herein by reference to Exhibit 4.5 to the Registration Statement).

    4.5
    Form of Preferred Security (included in Exhibit 4.5).

    4.6
    Form of Preferred Securities Guarantee Agreement between The St. Paul Companies, Inc., as guarantor, and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as preferred guarantee trustee (incorporated herein by reference to Exhibit 4.8 to the Registration Statement).


SIGNATURE

    Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 13, 2001   THE ST. PAUL COMPANIES, INC.

 

 

By:

 

/s/ 
BRUCE A. BACKBERG   
        Name:   Bruce A. Backberg
        Title:   Senior Vice President

 

 

THE ST. PAUL CAPITAL TRUST I

 

 

By:

 

/s/ 
THOMAS A. BRADLEY   
        Name:   Thomas A. Bradley
        Title:   Regular Trustee



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