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
Date of Report (Date of earliest
event reported): March 7, 2002
THE ST. PAUL COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Minnesota (State of Incorporation) |
001-10898 (Commission File Number) |
41-0518860 (IRS Employer Identification Number) |
| 385 Washington Street, St. Paul, MN (Address of Principal Executive Offices) |
55102 (Zip Code) |
(651) 310-7911
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report
| ITEM 5. OTHER EVENTS | ||||||||
| ITEM 7. EXHIBITS | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-1.1: UNDERWRITING AGREEMENT | ||||||||
| EX-1.2: PRICING AGREEMENT | ||||||||
| EX-4.1: INDENTURE | ||||||||
| EX-4.2: SPECIMEN | ||||||||
ITEM 5. OTHER EVENTS.
On March 12, 2002, The St. Paul Companies, Inc. (“The St. Paul”), issued and sold $500,000,000 aggregate principal amount of its 5.75% Senior Notes due 2007 (the “Senior Notes”), registered under the Securities Act of 1933, as amended (Registration Statements Nos. 333-73848, 333-73848-01 and 333-44122). The Senior Notes were issued pursuant to the Indenture, dated as of March 12, 2002, between The St. Paul and JPMorgan Chase Bank. The Senior Notes were purchased by Salomon Smith Barney Inc. and the several Underwriters (the “Underwriters”) named in Schedule I to the Pricing Agreement, dated March 7, 2002, between The St. Paul and Salomon Smith Barney Inc., as Representative of the several Underwriters (the “Pricing Agreement”), pursuant to the Underwriting Agreement, dated March 7, 2002, between The St. Paul and Salomon Smith Barney Inc, and the Pricing Agreement.
ITEM 7. EXHIBITS.
The following exhibits are filed herewith:
| Exhibit | ||
| Number | Description | |
| 1.1 | Underwriting Agreement, dated March 7, 2002, between The St. Paul Companies, Inc. and Salomon Smith Barney Inc. | |
| 1.2 | Pricing Agreement, dated March 7, 2002, between The St. Paul Companies, Inc. and Salomon Smith Barney Inc., as Representative of the several Underwriters named in Schedule I thereto. | |
| 4.1 | Indenture, dated as of March 12, 2002, between The St. Paul Companies, Inc. and JPMorgan Chase Bank. | |
| 4.2 | Specimen of the 5.75% Senior Notes due 2007 of The St. Paul Companies, Inc. |
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 | |||
| Name: Bruce A. Backberg Title: Senior Vice President |
||||
Date: March 13, 2002
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 1.1 | Underwriting Agreement, dated March 7, 2002, between The St. Paul Companies, Inc. and Salomon Smith Barney Inc. | |
| 1.2 | Pricing Agreement, dated March 7, 2002, between The St. Paul Companies, Inc. and Salomon Smith Barney Inc., as Representative of the several Underwriters named in Schedule I thereto. | |
| 4.1 | Indenture, dated as of March 12, 2002, between The St. Paul Companies, Inc. and JPMorgan Chase Bank. | |
| 4.2 | Specimen of the 5.75% Senior Notes due 2007 of The St. Paul Companies, Inc. |