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) August 7, 1996
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THE ST. PAUL COMPANIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Minnesota 0-3021 41-0518860
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
385 Washington Street, St. Paul, Minnesota 10281
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (612) 310-7911
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 4
ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
Exhibits are filed herewith in connection with the
Registration Statement on Form S-3 (File No. 333-06456) filed by
the St. Paul Companies, Inc. (the "Company") with the Securities
and Exchange Commission covering Debt Securities issuable under
an Indenture, dated as of March 31, 1990, between the Company and
The Chase Manhattan Bank (the "Indenture"). The exhibits consist
of a distribution agreement, the forms of Notes and the tax
opinion of Sullivan & Cromwell.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) NOT APPLICABLE.
(c) EXHIBITS.
The following are filed as Exhibits to this Report:
EXHIBIT
NUMBER DESCRIPTION
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1.2 Distribution Agreement
4.2 Forms of Notes.
8.1 Tax Opinion of Sullivan & Cromwell, special U.S. tax
counsel.
ITEM 8. NOT APPLICABLE.
SIGNATURES
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.
Dated: August 7, 1996 By: /s/ Bruce A. Backberg
Vice President and Corporate
Secretary
INDEX TO EXHIBITS
Exhibit No. Exhibit
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1.2 Distribution Agreement.
4.2 Forms of Notes.
8.1 Tax Opinion of Sullivan & Cromwell.