-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, n3ldO20rLzlVkn1Jbb+OPV6PZt9V5uMxB6NMIAU5k4T3EoTomm499cSziq7uCxWT 6s1CNzdBYpD0hR/Tlq3iIQ== 0000912057-95-000641.txt : 19950515 0000912057-95-000641.hdr.sgml : 19950515 ACCESSION NUMBER: 0000912057-95-000641 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950213 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EVEREST MEDICAL CORPORATION CENTRAL INDEX KEY: 0000869426 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411310335 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41333 FILM NUMBER: 95509232 BUSINESS ADDRESS: STREET 1: 13755 1ST AVENUE N STE 500 CITY: MINNEAPOLIS STATE: MN ZIP: 55441 BUSINESS PHONE: 6124736262 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL COMPANIES INC /MN/ CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6122217911 FORMER COMPANY: FORMER CONFORMED NAME: SAINT PAUL COMPANIES INC DATE OF NAME CHANGE: 19900730 SC 13G/A 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2 )* EVEREST MEDICAL CORPORATION - ------------------------------------------------------------------------------- (Name of Issuer) COMMON - ------------------------------------------------------------------------------- (Title of Class of Securities) 299806109 ------------------------------------------------ (CUSIP Number) Check the following box if a fee is being paid with this statement ( ). (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 299806109 13G Page 2 of 5 Pages - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The St. Paul Companies, Inc. 385 Washington Street St. Paul, Minnesota 55102 IRS# 41-0518860 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) ( ) - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Corporation - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF None SHARES -------------------------------------------------------- 6 SHARED VOTING POWER The St. Paul Companies, Inc., through its wholly-owned subsidiary, St. Paul Fire and BENEFICIALLY Marine Insurance Company (F&M) beneficially owns 1,341,831 shares of common stock by virtue of F&M's OWNED BY ownership of 850,000 shares of Series A Preferred stock, 115,850 shares of common stock, warrants to purchase 101,999 shares of common and a convertible note in the EACH amount of $754,500.00 which is convertible into 273,982 shares of common stock, all of which are exercisable within 60 days. -------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER None -------------------------------------------------------- PERSON 8 SHARED DISPOSITIVE POWER 1,341,831 shares (see remark in Item 6) WITH - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,341,831 shares (see remark in Item 6) - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.5% - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* HC - ------------------------------------------------------------------------------- Fee enclosed / / or Amendment No. 2 ITEM 1. (a) NAME OF ISSUER: Everest Medical Corporation (b) Address of Issuer's Principal Offices: 13755 First Avenue North Plymouth, MN 55441 ITEM 2. (a) NAME OF PERSON FILING: The St. Paul Companies, Inc. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 385 Washington Street St. Paul, MN 55102 (c) CITIZENSHIP: Minnesota corporation (d) TITLE OF CLASS OF SECURITIES: Common (e) CUSIP NUMBER: 299806109 ITEM 3. This statement is filed pursuant to Rule 13d-1(b). (g) X Parent Holding Company ITEM 4. OWNERSHIP. (a) Amount beneficially owned: The St. Paul Companies, Inc., through its wholly owned subsidiary, St. Paul Fire and Marine Insurance Company (F&M), beneficially owns 1,341,831 shares of common stock by virtue of F&M's ownership of 850,000 shares of Series A Convertible Preferred Stock, 115,850 shares of Common Stock, a Convertible Note in the principal amount of $754,500.00, which is convertible into 273,982 shares of Common Stock, and Warrants to purchase 101,999 shares of Common Stock, all of which are exercisable within 60 days. (b) Percent of Class: The shares reported in Item 4(a), above, constitute 19.5% of the outstanding common shares of the Issuer. (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: none (ii) Shared power to vote or direct the vote: 1,341,831 (see remark in Item 4(a) above) (iii) Sole power to dispose or direct the disposition: none (iv) Shared power to dispose or direct the disposition: 1,341,831 (see remark in Item 4(a) above) ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY PARENT HOLDING COMPANY: St. Paul Fire and Marine Insurance Company is an Insurance Company under Reg. 240.13d-1(b)(1)(ii)(C) ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: February 10, 1995 __________________________________________ Bruce A. Backberg Title: Vice President & Corporate Secretary SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G EXHIBIT A - DISCLAIMER Information on the attached Schedule 13G is provided solely for the purpose of complying with Section 13(d) and 13(g) of the Securities Exchange Act of 1934 and Regulation promulgated under authority thereof and is not intended as an admission the The St. Paul Companies, Inc. or any of its subsidiaries, is a beneficial owner of the securities described herein for any other purpose. -----END PRIVACY-ENHANCED MESSAGE-----