As filed with the Securities and Exchange Commission on September 22, 2008
Registration No. 333-88044
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SAFECO CORPORATION
(Exact name of registrant as specified in its charter)
Washington | 6331 | 91-0742146 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification Number) |
Safeco Plaza
1001, Fourth Avenue
Seattle, Washington 98154
(206) 545-5000
(Address, including zip code, and telephone number, including area code of registrant’s principal
executive offices)
SAFECO LONG-TERM INCENTIVE PLAN OF 1997
Christopher C. Mansfield
Senior Vice President and General Counsel
175 Berkeley Street
Boston, Massachusetts 02117
(617) 357-9500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ | Accelerated filer ¨ | |
Non-accelerated filer (do not check if a smaller reporting company) ¨ | Smaller reporting company ¨ |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
On May 10, 2002 Safeco Corporation, a Washington corporation (“Safeco”), filed a registration statement on Form S-8 (No. 333-88044) (the “Registration Statement”) with the Securities and Exchange Commission, which registered 6,000,000 shares of common stock of Safeco, no par value per share (the “Common Stock”), to be offered or sold pursuant to the Safeco Long Term Incentive Plan of 1997, as amended (the “Plan”).
On September 22, 2008, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 23, 2008, by and among Liberty Mutual Insurance Company, a Massachusetts stock insurance company (“Liberty Mutual”), Big Apple Merger Corporation, a Washington corporation and a wholly owned subsidiary of Liberty Mutual (“Merger Sub”), Merger Sub merged with and into Safeco, with Safeco as the surviving corporation (the “Merger”). On September 22, 2008, Safeco filed a certification and notice of termination of registration on Form 15 with respect to shares of common stock of Safeco, no par value per share (the “Common Stock”).
As a result of the Merger, each outstanding share of Common Stock was cancelled and converted into the right to receive $68.25 in cash, without interest thereon and less any applicable withholding taxes (other than any shares owned by Safeco and its subsidiaries and Liberty Mutual and its subsidiaries (other than Common Stock held in investment portfolios) and shares for which dissenters’ rights have been properly exercised under Washington law).
As a result of the Merger, Safeco has terminated all offerings of its securities under existing registration statements, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unissued as of the Closing Date, Safeco is filing this Post Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) to the Registration Statement to deregister all its securities reserved for issuance under the Plan which remain unissued on the Closing Date.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts on September 22, 2008.
SAFECO CORPORATION | ||
By: | /s/ Christopher C. Mansfield | |
Name: Christopher C. Mansfield Title: Senior Vice President and General Counsel |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Dennis J. Langwell | Director | September 22, 2008 | ||
Name: Dennis J. Langwell | ||||
/s/ Christopher C. Mansfield | Director | September 22, 2008 | ||
Name: Christopher C. Mansfield |
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