-----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, DbXRdX0vErxDBy0WQT0TW4CUWk0iKKSGT02uvlAi2R98u9RTzVyKAR8VCVBUklKg 4HFpkIs76JCUU9NSVqx3Kw== 0001239275-05-000073.txt : 20050825 0001239275-05-000073.hdr.sgml : 20050825 20050825151647 ACCESSION NUMBER: 0001239275-05-000073 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040401 FILED AS OF DATE: 20050825 DATE AS OF CHANGE: 20050825 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DASBURG JOHN H CENTRAL INDEX KEY: 0001125693 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 051048711 BUSINESS ADDRESS: BUSINESS PHONE: 3059820531 MAIL ADDRESS: STREET 1: 2 SOUTH BISCAYNE BLVD STREET 2: SUITE 3663 CITY: MIAMI STATE: FL ZIP: 33131 4/A 1 primary_doc.xml PRIMARY DOCUMENT X0202 4/A 2004-04-01 2004-04-02 0 0000086312 ST PAUL TRAVELERS COMPANIES INC STA 0001125693 DASBURG JOHN H 385 WASHINGTON STREET ST. PAUL MN 55102 1 0 0 0 Common Stock 2004-04-01 4 A 0 143 40.77 A 20103 D Common Stock 20000 I By Spouse Common Stock 10278 I By Trusts Convertible Note Units 2004-04-01 4 A 0 855 0 A 2032-04-15 Common Stock 400.5 855 D The Form 4 filed April 2, 2004 incorrectly reported that the common shares of Travelers Property Casualty Corporation ("Travelers") owned by the Reporting Person on the April 1, 2004 merger date were exchanged for 448 common shares of The St. Paul Travelers Companies, Inc. ("STA"). In fact, they were exchanged for 143 shares of common stock of STA. Consequently, the Reporting Person's Form 4s filed on July 30, 2004, October 18, 2004 and May 5, 2005 reported ownership of 305 more shares than the Reporting Person then owned. Per the merger agreement, the Reporting Person received a 0.4334 share of STA's common stock in exchange for each share of Travelers Class A and Class B common shares held by the Reporting Person. Includes 5,000 shares held in trust for the benefit of the Reporting Person's children and 5,278 shares, which are held in a foundation. The Reporting Person serves as trustee of those trusts and the foundation. The 5,278 shares held in the foundation were incorrectly included in the Reporting Person's direct holdings in the Form 4s filed on July 30, 2004, October 18, 2004 and May 5, 2005, but they should have been reported as indirectly owned. On the April 1, 2004 merger date, the Reporting person held 855 units of Travelers 4.5% convertible junior subordinated notes, which will mature on April 15, 2032, unless earlier redeemed, repurchased or converted. The units have a $25 par value per unit. These notes were omitted from the Reporting Person's Form 4 filed on April 2, 2004. Unless previously redeemed or repurchased, the notes are convertible into shares of STA common stock at the option of the holders at any time after March 27, 2003 and prior to April 15, 2032 if at any time (1) the average of the daily closing prices of common stock for the 20 consecutive trading days immediately prior to the conversion date is at least 20% above the then applicable conversion price on the conversion date, (continued on footnote 5) (Continued from footnote 4) (2) the notes have been called for redemption, (3) specified corporate transactions have occurred, or (4) specified credit rating events with respect to the notes have occurred. The notes will be convertible into shares of STA common stock at a conversion rate of 1.0808 shares for each $57.68 principal amount of notes (equivalent to an initial conversion price of $53.37 per share of common stock), subject to adjustment in certain events. Accordingly, the 855 units with a par value of $25 per unit will be convertible into 400.5 shares of STA common stock. On or after April 18, 2007, the notes may be redeemed at STA's option. Bruce A. Backberg, by power of attorney 2005-08-25 -----END PRIVACY-ENHANCED MESSAGE-----