SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
April 12, 2000
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THE ST. PAUL COMPANIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Minnesota
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(State or Other Jurisdiction of Incorporation)
0-3021 41-0518860
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Commission File Number (IRS Employer Identification No.)
385 Washington Street, St. Paul, MN 55102
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(Address of Principal Executive Offices) (Zip Code)
(651) 310-7911
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On April 17, 2000, The St. Paul Companies, Inc., a Minnesota
Corporation ("The St. Paul"), issued and sold (i) $250,000,000 aggregate
principal amount of its 7.875% Senior Notes due 2005 (the "2005 Notes") and (ii)
$250,000,000 aggregate principal amount of its 8.125% Senior Notes due 2010 (the
"2010 Notes" and, together with the 2005 Notes, the "Senior Notes"), registered
under the Securities Act of 1933, as amended (Registration Statements Nos.
333-67139, 333-06465 and 333-34666). The Senior Notes were issued pursuant to
the Indenture, dated as of March 31, 1990, between The St. Paul and The Chase
Manhattan Bank. The Senior Notes were purchased by Donaldson, Lufkin & Jenrette
Securities Corporation, Lehman Brothers Inc. and The Williams Capital Group,
L.P. (the "Representatives"), pursuant to the Underwriting Agreement and Pricing
Agreements, dated April 12, 2000, between The St. Paul and the Representatives.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
The following exhibits are filed herewith:
Exhibit
Number Description
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1.1 Underwriting Agreement, dated as of April 12, 2000, between
The St. Paul Companies, Inc. and Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc. and
The Williams Capital Group, L.P.
1.2 Pricing Agreement, dated as of April 12, 2000, between The
St. Paul Companies, Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation, Lehman Brothers Inc. and The
Williams Capital Group, L.P., as representatives of the
several Underwriters named in Schedule I thereto relating to
the 2010 Notes.
4.1 Specimen of the 8.125% Senior Notes due 2010, of The St.
Paul Companies, Inc.
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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 hereunto duly authorized.
THE ST. PAUL COMPANIES, INC.
By: /S/ BRUCE A. BACKBERG
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Name: Bruce A. Backberg
Title: Senior Vice President
Date: April 20, 2000
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EXHIBIT INDEX
Exhibit
Number Description
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1.1 Underwriting Agreement, dated as of April 12, 2000, between
The St. Paul Companies, Inc. and Donaldson, Lufkin &
Jenrette Securities Corporation, Lehman Brothers Inc. and
The Williams Capital Group, L.P.
1.2 Pricing Agreement, dated as of April 12, 2000, between The
St. Paul Companies, Inc. and Donaldson, Lufkin & Jenrette
Securities Corporation, Lehman Brothers Inc. and The
Williams Capital Group, L.P., as representatives of the
several Underwriters named in Schedule I thereto relating to
the 2010 Notes.
4.1 Specimen of the 8.125% Senior Notes due 2010, of The St.
Paul Companies, Inc.
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