S-4MEF

As Filed With The Securities and Exchange Commission on March 26, 2004

Registration No. 333- l       

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE ST. PAUL COMPANIES, INC.

(Exact name of Registrant as specified in its charter)

Minnesota	6331	41-0518860
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

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, Esq.

Senior Vice President and Corporate Secretary

The St. Paul Companies, Inc.

385 Washington Street

St. Paul, Minnesota 55102

(651) 310-7911

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Paul H. Eddy, Esq.
Travelers Property Casualty Corp.
One Tower Square
Hartford, Connecticut 06183
(860) 277-0111 John R. Ettinger, Esq.
John H. Butler, Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4000 Philip T. Ruegger III, Esq.
Alan D. Schnitzer, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

    Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

    If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.    þ (No. 333-111072)

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.    o

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of each class	Amount to be	offering price per share	aggregate	Amount of
of securities to be registered	registered	of common stock	offering price	registration fee
Common stock, without designated par value	3,000,0001	N/A	$117,258,883	$14,8572

1

Represents the number of additional shares of common stock, without designated par value, of the registrant that may be issued in connection with the merger of a wholly owned direct subsidiary of the registrant with and into Travelers Property Casualty Corp., a Connecticut corporation, as described in the registration statement on Form S-4 (No. 333-111072), which became effective on February 13, 2004. In connection with the filing of that registration statement, 435,519,236 shares of common stock of the registrant were registered with the Securities and Exchange Commission and a fee of $1,302,351.08 was paid. The registrant now anticipates that up to 438,519,236 shares of its common stock may be issued in the merger.

2

Pursuant to Rules 457(c) and 457(f) under the Securities Act of 1933, as amended, the registration fee was based on the average of the high and low sales prices of Travelers Class A common stock as reported on the New York Stock Exchange on March 22, 2004 ($16.94), and computed based on the number of additional shares of common stock of the registrant to be registered by this registration statement.

EXPLANATORY NOTE

      This registration statement is being filed by the registrant pursuant to General Instruction K of Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, to register an additional 3,000,000 shares of common stock, without designated par value, of the registrant, The St. Paul Companies, Inc., a Minnesota corporation, for issuance in connection with the merger of Adams Acquisition Corp., a Connecticut corporation and wholly owned subsidiary of the registrant, with and into Travelers Property Casualty Corp. In the merger, each share of Class A common stock, par value $0.01 per share, and each share of Class B common stock, par value $0.01 per share, of Travelers Property Casualty Corp. (in each case, together with associated preferred share purchase rights) will be converted into the right to receive 0.4334 of a share of common stock of the registrant.

      The registrant previously registered a total of 435,519,236 shares of common stock in connection with the merger by means of a currently effective registration statement on Form S-4 (No. 333-111072), which was declared effective by the Securities and Exchange Commission on February 13, 2004. The maximum number of shares of common stock to be issued pursuant to the merger is expected to be 438,519,236.

INCORPORATION BY REFERENCE

      The registrant hereby incorporates by reference the contents of its registration statement on Form S-4 (No. 333-111072).

II-1

SIGNATURES

      Pursuant to the requirements of the Securities Act, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on March 26, 2004.

THE ST. PAUL COMPANIES, INC.

BY:  /s/ JAY S. FISHMAN

Name: Jay S. Fishman

Title: Chairman, President and
Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAY S. FISHMAN Jay S. Fishman	Director, Chairman, President and Chief Executive Officer	March 26, 2004
/s/ THOMAS A. BRADLEY Thomas A. Bradley	Executive Vice President and Chief Financial Officer	March 26, 2004
/s/ JOHN C. TREACY John C. Treacy	Vice President and Corporate Controller (principal accounting officer)	March 26, 2004
* (Carolyn H. Byrd)	Director	March 26, 2004
* (John H. Dasburg)	Director	March 26, 2004
* (Janet Dolan)	Director	March 26, 2004
* (Kenneth M. Duberstein)	Director	March 26, 2004
* (Lawrence G. Graev)	Director	March 26, 2004
* (Thomas R. Hodgson)	Director	March 26, 2004
* (William H. Kling)	Director	March 26, 2004
* (James A. Lawrence)	Director	March 26, 2004
* (John A. MacColl)	Director	March 26, 2004
* (Glen D. Nelson, M.D.)	Director	March 26, 2004

Signature	Title	Date
* (Gordon M. Sprenger)	Director	March 26, 2004

*  Bruce A. Backberg hereby signs this registration statement on behalf of each of the indicated persons for whom he is attorney-in-fact on March 26, 2004 pursuant to a power of attorney filed herewith.

By:  /s/ BRUCE A. BACKBERG

Bruce A. Backberg

Attorney-in-fact

Dated: March 26, 2004

EXHIBIT INDEX

Exhibit
Number			Description
	2	.1	Agreement and Plan of Merger, dated as of November 16, 2003, as amended, among The St. Paul Companies, Inc., Travelers Property Casualty Corp. and Adams Acquisition Corp., along with the required articles amendment, the additional articles amendment and the bylaws amendment (included as Appendices A, B, C and D, respectively, to the Joint Proxy Statement/Prospectus forming a part of this registration statement)
	2	.2	Second Amendment Agreement to the Agreement and Plan of Merger, dated as of November 16, 2003, as amended, by and among The St. Paul Companies, Inc., Travelers Property Casualty Corp. and Adams Acquisition Corp.**
	3	.1	Restated Articles of Incorporation of The St. Paul Companies, Inc. are incorporated by reference to Exhibit 3(a) of the Form 10-K for the year ended December 31, 1998
	3	.2	Bylaws of The St. Paul Companies, Inc.*
	4	.1	A specimen certificate of St. Paul’s common stock is incorporated by reference to Exhibit 4(a) of the Form 10-K for the year ended December 31, 1998
			There are no long-term debt instruments in which the total amount of securities authorized exceeds 10% of the total assets of St. Paul and its subsidiaries on a consolidated basis. St. Paul agrees to furnish a copy of any of its long-term debt instruments to the Securities and Exchange Commission upon request.
	4	.2	Preferred Stock Certificate of Designations is incorporated by reference to Exhibit 3 of the Form 10-K for the year ended December 31, 1998
	5	.1	Opinion of Faegre & Benson LLP regarding validity of the shares of St. Paul common stock registered hereunder*
	8	.1	Tax opinion of Davis Polk & Wardwell*
	8	.2	Tax opinion of Simpson Thacher & Bartlett LLP*
	11	.1	Statement re computation of per share earnings is incorporated by reference to Exhibit 11 of the Form 10-Q for the quarter ended September 30, 2003
	12	.1	Statement re computation of ratios is incorporated by reference to Exhibit 12 of the Form 10-Q for the quarter ended September 30, 2003
	21	.1	Subsidiaries of The St. Paul Companies, Inc. is incorporated by reference to Exhibit 21 of the Form 10-K for the year ended December 31, 2002
	23	.1	Consent of KPMG LLP with respect to St. Paul
	23	.2	Consent of KPMG LLP with respect to Travelers
	23	.3	Consent of Faegre & Benson LLP (contained in Exhibit 5.1)
	23	.4	Consent of Davis Polk & Wardwell
	23	.5	Consent of Simpson Thacher & Bartlett LLP
	24	.1	Powers of Attorney*
	99	.1	Form of Proxy Card of St. Paul*
	99	.2	Form of Proxy Card of Travelers*
	99	.3	Consent of Goldman, Sachs & Co.
	99	.4	Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated
	99	.5	Consent of Citigroup Global Markets Inc.*
	99	.6	Consent of Lehman Brothers Inc.*
	99	.7	Consent of Robert I. Lipp
	99	.8	Opinion of Goldman, Sachs & Co. (included as Appendix E to the Joint Proxy Statement/ Prospectus forming part of this registration statement)
	99	.9	Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated (included as Appendix F to the Joint Proxy Statement/ Prospectus forming part of this registration statement)

Exhibit
Number			Description
	99	.10	Opinion of Citigroup Global Markets Inc. (included as Appendix G to the Joint Proxy Statement/ Prospectus forming part of this registration statement)
	99	.11	Opinion of Lehman Brothers Inc. (included as Appendix H to the Joint Proxy Statement/ Prospectus forming part of this registration statement)
	99	.12	Letter to Participants in Certain Employee Plans of The St. Paul Companies, Inc.*

  * Incorporated by reference to Amendment No. 1 to the Registration Statement on Form S-4 of St. Paul, filed February 13, 2004.

** Incorporated by reference to Current Report on Form 8-K of St. Paul, filed March 18, 2004.

EX-23.1 3 y95419meexv23w1.htm CONSENT OF KPMG LLP WITH RESPECT TO ST. PAUL

EXHIBIT 23.1

Consent of Independent Auditors

The Board of Directors

The St. Paul Companies, Inc.:

We consent to incorporation by reference in the Registration Statement on Form S-4 of The St. Paul Companies, Inc. of our reports dated January 27, 2003, with respect to the consolidated balance sheets of The St. Paul Companies, Inc. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, shareholders’ equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2002, and all related financial statement schedules, which reports appear or are incorporated by reference in the December 31, 2002 Annual Report on Form 10-K of The St. Paul Companies, Inc., incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the Registration Statement on Form S-4 (SEC File No. 333-111072) which is incorporated by reference into the above filing herein.

Our reports refer to a change in the Company’s method of accounting for business combinations and goodwill and other intangible assets in 2002 and for derivative instruments and hedging activities in 2001.

We also consent to incorporation by reference in the Registration Statement on Form S-4 of The St. Paul Companies, Inc. of our reports dated January 29, 2004, with respect to the consolidated balance sheets of The St. Paul Companies, Inc. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations, shareholders’ equity, comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2003, and related schedules I through V, which reports appear in the December 31, 2003 annual report on Form 10-K of The St. Paul Companies, Inc.

Our reports refer to changes in the Company’s methods of accounting for derivative instruments and hedging activities, business combinations, goodwill and other intangible assets, and variable interest entities.

/s/ KPMG LLP

Minneapolis, Minnesota

March 22, 2004

EX-23.1

CONSENT OF KPMG LLP WITH RESPECT TO ST. PAUL

EX-23.2

EXHIBIT 23.2

Independent Auditors’ Consent

The Board of Directors

Travelers Property Casualty Corp.:

We consent to the use of our reports, dated January 23, 2003, with respect to the consolidated balance sheet of Travelers Property Casualty Corp. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income (loss), changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2002, and all related financial statement schedules, which appear in the December 31, 2002 Annual Report on Form 10-K, incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the registration statement on Form S-4 (SEC File No. 333-11072) incorporated herein by reference.

Our reports, dated January 23, 2003, refer to changes in the methods of accounting for goodwill and other intangible assets in 2002 and accounting for derivative instruments and hedging activities and for securitized financial assets in 2001.

We also consent to the use of our reports, dated January 28, 2004, with respect to the consolidated balance sheet of Travelers Property Casualty Corp. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income (loss), changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2003, and all related financial statement schedules, which appear in the December 31, 2003 Annual Report on Form 10-K, incorporated herein by reference, and to the incorporation by reference in the registration statement on Form S-4 (SEC File No. 333-11072).

Our reports, dated January 28, 2004, refer to changes in the methods of accounting for goodwill and other intangible assets in 2002 and accounting for derivative instruments and hedging activities and for securitized financial assets in 2001.

/s/ KPMG LLP

Hartford, Connecticut

March 26, 2004

EX-23.4

EXHIBIT 23.4

CONSENT OF DAVIS POLK & WARDWELL

      We hereby consent to the incorporation by reference in the Registration Statement on Form S-4 (the “Registration Statement”), being filed by The St. Paul Companies, Inc. pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our opinion included as Exhibit 8.1 to the Registration Statement on Form S-4 (No. 333-111072) (the “Prior Registration Statement”) and to the references to our firm name under the headings “MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” and “LEGAL MATTERS” in the Proxy Statement/ Prospectus included in the Prior Registration Statement and incorporated by reference into the Registration Statement.

March 26, 2004                                                   DAVIS POLK & WARDWELL EX-23.5 6 y95419meexv23w5.htm CONSENT OF SIMPSON THACHER & BARTLETT LLP

EXHIBIT 23.5

CONSENT OF SIMPSON THACHER & BARTLETT LLP

      We hereby consent to the incorporation by reference in the Registration Statement on Form S-4 (the “Registration Statement”), being filed by The St. Paul Companies, Inc. pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our opinion included as Exhibit 8.2 to the Registration Statement on Form S-4 (No. 333-111072) (the “Prior Registration Statement”) and to the references to our firm name under the headings “MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER” and “LEGAL MATTERS” in the Proxy Statement/ Prospectus included in the Prior Registration Statement and incorporated by reference into the Registration Statement.

March 25, 2004

SIMPSON THACHER & BARTLETT LLP

EX-99.3 7 y95419meexv99w3.htm CONSENT OF GOLDMAN, SACHS & CO.

EXHIBIT 99.3

PERSONAL AND CONFIDENTIAL

March 26, 2004

Board of Directors

The St. Paul Companies, Inc.

385 Washington Street

St. Paul, MN 55102

Re: Registration Statement on Form S-4 of The St. Paul Companies, Inc.

Ladies and Gentlemen:

Reference is made to our opinion letter, dated November 16, 2003, with respect to the fairness from a financial point of view to The St. Paul Companies, Inc. (the “Company”) of the Exchange Ratio (as defined in the opinion letter) pursuant to the Agreement and Plan of Merger, dated as of November 16, 2003, among the Company, Adams Acquisition Corp., a wholly owned subsidiary of the Company, and Travelers Property Casualty Corp.

The foregoing opinion letter is provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the transaction contemplated therein and is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except in accordance with our prior written consent. We understand that the Company has determined to include our opinion in the above-referenced Registration Statement by incorporating the contents of its previously filed Registration Statement on Form S-4 (No. 333-111072) (the “Prior Registration Statement”) by reference.

In that regard, we hereby consent to the reference to our opinion in the above-referenced Registration Statement under the captions “Summary — Opinions of Financial Advisors — St. Paul’s Financial Advisors,” “The Merger — Background of the Merger,” “The Merger — St. Paul’s Reasons for the Merger; Recommendation of the St. Paul Board of Directors — Opinions of Financial Advisors” and “Opinions of Financial Advisors — Opinions of St. Paul’s Financial Advisors — Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,” which captions or references are in the contents of the Prior Registration Statement, the contents of which are incorporated into the above-referenced Registration Statement by reference, and to the inclusion of the foregoing opinion in the Proxy Statement/ Prospectus included in the above-mentioned Registration Statement by incorporating the contents of the Prior Registration Statement by reference. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ GOLDMAN, SACHS & CO.

(GOLDMAN, SACHS & CO.)

EX-23.5

CONSENT OF SIMPSON THACHER & BARTLETT LLP

EX-99.3

CONSENT OF GOLDMAN, SACHS & CO.

EX-99.4

EXHIBIT 99.4

CONSENT

OF

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

We hereby consent to the use of our opinion letter dated November 16, 2003 to the Board of Directors of The St. Paul Companies, Inc. (“St. Paul”) to be included as Appendix F to the Proxy Statement/ Prospectus which forms a part of the Registration Statement on Form S-4 of The St. Paul Companies, Inc. (the “Registration Statement”) by incorporating by reference the contents of the previously filed Registration Statement on Form S-4 (File No. 333-111072) (the “Prior Registration Statement”) relating to the proposed merger of Travelers Property Casualty Corp. with and into Adams Acquisition Corp., a wholly owned subsidiary of St. Paul, and to the references to such opinion in the Registration Statement under the captions “Summary — Opinions of Financial Advisors — St. Paul’s Financial Advisors,” “The Merger — Background of the Merger,” “The Merger — St. Paul’s Reasons for the Merger; Recommendation of the St. Paul Board of Directors — Opinions of Financial Advisors” and “Opinions of Financial Advisors — Opinions of St. Paul’s Financial Advisors — Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated” by incorporating by reference the contents of the Prior Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

MERRILL LYNCH, PIERCE, FENNER & SMITH

                              INCORPORATED

By: /s/ MERRILL, LYNCH, PIERCE, FENNER & SMITH

                                          INCORPORATED

March 24, 2004 EX-99.7 9 y95419meexv99w7.htm CONSENT OF ROBERT I. LIPP

EXHIBIT 99.7

CONSENT

      I hereby consent to being named in the Joint Proxy Statement/Prospectus included in the Registration Statement on Form S-4 being filed by The St. Paul Companies, Inc. pursuant to Rule 462(b) (the “Registration Statement”) on March 26, 2004 (and any amendments or supplements thereto) as a person who will become a director of The St. Paul Travelers Companies, Inc. upon the consummation of the transactions described therein.

March 26, 2004

/s/ ROBERT I. LIPP

Robert I. Lipp

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EX-99.7

CONSENT OF ROBERT I. LIPP