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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
March 20, 2007
Date of Report (Date of earliest event reported)
Safeco Corporation
(Exact Name of Registrant as Specified in Charter)
| Washington | 1-6563 | 91-0742146 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification Number) |
| Safeco Plaza, Seattle, WA | 98185 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(206) 545-5000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 8.01. Other Events. | ||||||||
| Item 9.01. Exhibits. | ||||||||
| SIGNATURE | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EXHIBIT 1.1 | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
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Item 8.01. Other Events.
On March 20, 2007, Safeco Corporation (the “Company”) will enter into an Underwriting Agreement (the “Underwriting Agreement”) with Lehman Brothers Inc. (the “Underwriter”) and Lehman Brothers Finance S.A. (“Lehman Finance”) relating to the issuance and sale of 562,636 shares of the Company’s common stock, no par value per share (the “Common Stock”). All of the Common Stock will be sold from time to time by the Underwriter on behalf of Lehman Finance at market prices prevailing at the time of sale or at negotiated prices.
These shares of Common Stock will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-141160) (the “Registration Statement”), which became effective automatically upon filing with the Securities and Exchange Commission on March 9, 2007, as supplemented.
A form of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”), and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. The Underwriting Agreement is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01. Exhibits.
In connection with the issuance and sale by the Company of the Common Stock, as described in response to Item 8.01 of this Report, the following exhibits are filed with this Report and are incorporated by reference into the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Report); (ii) information relating to Item 14. “Other Expenses of Issuance and Distribution” of the Registration Statement (Exhibit 99.1 to this Report); and (iii) certain information relating to Item 15. “Indemnification of Directors and Officers” of the Registration Statement (Exhibit 99.2 to this Report).
(d) Exhibits.
| Exhibit | ||||
| Number | Description | |||
| 1.1 | Form of Underwriting Agreement, by and among Safeco Corporation, Lehman Brothers Inc. and Lehman Brothers Finance S.A. | |||
| 99.1 | Information relating to Item 14 — Other Expenses of Issuance and Distribution. | |||
| 99.2 | Information relating to Item 15 — Indemnification of Directors and Officers. | |||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SAFECO CORPORATION | ||||
| By: | /s/ Kris L. Hill | |||
| Kris L. Hill | ||||
| Vice President and Controller | ||||
Dated: March 20, 2007
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INDEX TO EXHIBITS
| Exhibit | ||||
| Number | Description | |||
| 1.1 | Form of Underwriting Agreement, by and among Safeco Corporation, Lehman Brothers Inc. and Lehman Brothers Finance S.A. | |||
| 99.1 | Information relating to Item 14 — Other Expenses of Issuance and Distribution. | |||
| 99.2 | Information relating to Item 15 — Indemnification of Directors and Officers. | |||
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