UNITED STATES
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
11/2/04
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 (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Safeco Plaza, Seattle, Washington 98185
(Address of principal executive officers) (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 to the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On November 2, 2004, the Compensation Committee of the Board of Directors
amended the Safeco Leadership Performance Plan (the "Plan"). Under the Plan, a
leadership group of employees, including Safeco's executive officers other than
Mike McGavick, earn cash bonuses based on company performance, business unit
performance, and individual performance. The amendment provides for an increase
in a participant's potential incentive award opportunity from 200% of a
participant's target award to 200% of a participant's modified target award. The
Compensation Committee may approve exceptions to the maximum target award
contingent upon satisfaction of the Plan's annual minimum funding requirement.
For purposes of the Plan, "modified target" means the target award for a
participant's job position as further adjusted up or down according to actual
company and/or business unit results against stated performance measures. In
addition, the Plan provides that the target incentive pool established for
incentive awards may also be adjusted according to actual company and/or
business unit results against stated performance measures. However, the
amendment provides that the target incentive pool may not be adjusted to exceed
200% of the initial target incentive pool.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On November 2, 2004, a previously announced change in leadership structure took
effect, which includes the establishment of an "Office of the President" led by
Safeco Chairman, President and Chief Executive Officer Mike McGavick. The Office
of the President includes Michael LaRocco, Co-President, Safeco Insurance
Companies, who will oversee Product, Underwriting and Claims operations for all
Safeco businesses, and Christine Mead, Co-President, Safeco Insurance Companies,
Safeco Corporation Executive Vice President and Chief Financial Officer, who
will oversee Service, Information Technology, Human Resources and Operations for
all Safeco businesses. The Office of the President also will include a third
co-president, to be responsible for Marketing, Sales and Distribution. This
position has not yet been filled.
As President responsible for Product, Underwriting and Claims, Mr. LaRocco's
organization will bring together the company's product lines (auto, home,
commercial, surety and specialty lines), underwriting and the team that fulfills
the products' promise when a claim is filed. Mr. LaRocco, age 48, previously
served as President and Chief Operating Officer, Safeco Personal Insurance,
since July 2001. Before joining Safeco, he was Regional Vice President,
Northeast Region, for GEICO Corporation from 1998 to July 2001, where he had
held other management positions since 1993.
As President responsible for Service, Information Technology, Human Resources
and Operations, Ms. Mead's responsibility will include the platform that
delivers sales and service support to Safeco distributors and customers, from
the underlying technology and customer service interactions to the people and
infrastructure that support it all. Ms. Mead, age 49, previously served as
Senior Vice President, Chief Financial Officer and Secretary at Safeco since
January 2002. Before joining Safeco, she was Senior Vice President and Chief
Financial Officer for Travelers Insurance Group from 2000 to January 2002, and
Senior Vice President and Chief Financial Officer for Travelers Property
Casualty Corp - Personal Lines from 1996 to 2000. Ms. Mead will continue to
serve as Safeco's Chief Financial Officer.
Safeco's board of directors also expanded the company's senior leadership team
to include, in addition to the individuals serving in the Office of the
President, the following officers, with the titles and areas of responsibility
noted:
Name Title Area of Responsibility
John Ammendola Senior Vice President, Safeco Insurance Companies Safeco Personal Insurance Product and
Underwriting
Eleanor Barnard Senior Vice President, Safeco Insurance Companies Sales
Terri Dalenta Senior Vice President, Chief Actuary and Chief Finance, Risk and Investments
Risk Officer
Maurice Hebert Senior Vice President, Controller Accounting, Reporting and Tax
Myron Hendry Senior Vice President, Safeco Insurance Companies Service
Mike Hughes Senior Vice President, Safeco Insurance Companies Safeco Business Insurance Regular
Dale Lauer Executive Vice President, Safeco Insurance Claims, Large Commercial and Surety
Companies
Allie Mysliwy Executive Vice President Human Resources and Operations
Jim Ruddy Executive Vice President and General Counsel Legal
Yom Senegor Executive Vice President, Chief Information Information Technology
Officer and Chief Strategy Officer
Greg Tacchetti Senior Vice President, Safeco Insurance Companies Field Planning
Item 9.01. Financial Statements and Exhibits
None.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAFECO CORPORATION
---------------------------------
Registrant
Dated: November 5, 2004
/s/ Maurice S. Hebert
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Maurice S. Hebert
Senior Vice President, Controller