SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 28, 2001
THE ST. PAUL COMPANIES, INC.
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(Exact name of Registrant as specified in its charter)
Minnesota 001-10898 41-0518860
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(State of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
385 Washington St., St. Paul, MN 55102
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(Address of principal (Zip Code)
executive offices)
(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)
Amendment No. 1
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The St. Paul's Current Report on Form 8-K dated September
28, 2001 and filed on October 15, 2001 reported the
completion of The St. Paul's sale of Fidelity and Guaranty
Life Insurance Company (F&G Life) to Old Mutual plc, a
London-based international financial services company.
Included in that Form 8-K were the pro forma financial
statements required under Item 7(b) of Form 8-K and Article
11 of Regulation S-X. The purpose of this amendment is to
restate certain of that pro forma financial information.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Pro Forma Financial Information:
(i) The St. Paul Companies, Inc. Pro Forma Consolidated,
Condensed Balance Sheet as of June 30, 2001, as
restated.
(ii) The St. Paul Companies, Inc. Pro Forma
Consolidated, Condensed Income Statement for the
six months ended June 30, 2001, as restated.
(iii) The St. Paul Companies, Inc. Pro Forma
Consolidated, Condensed Income Statement for the
year ended December 31, 2000 is incorporated herein
by reference to the "Life Insurance Segment"
section of "Note 12-Discontinued Operations" to the
consolidated financial statements included in The
St. Paul Companies, Inc. Quarterly Report on Form
10-Q for the quarter ended March 31, 2001, and which
was attached as Exhibit 99(a) to The St. Paul
Companies, Inc. Current Report on Form 8-K dated
September 28, 2001.
Pro Forma Financial Information
The St. Paul Companies, Inc. and Subsidiaries
Pro Forma Consolidated, Condensed Balance Sheet
As of June 30, 2001
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Previously Restated Pro
Reported Pro Forma Forma Balance
(In millions) Pro Forma* Adjustment Sheet
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Assets:
Fixed maturities $15,823 $ - $15,823
Other investments 5,502 - 5,502
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Total investments 21,325 - 21,325
Cash 433 - 433
Reinsurance
recoverable on
unpaid losses 5,121 - 5,121
Other assets 8,580 - 8,580
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Total assets 35,459 - 35,459
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Liabilities:
Loss and loss
adjustment expense
reserves 18,411 - 18,411
Unearned premium
reserves 3,908 - 3,908
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Total insurance
reserves 22,319 - 22,319
Other liabilities 6,337 $8(1) 6,345
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Total liabilities 28,656 8 28,664
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Shareholders' equity 6,803 (8)(2) 6,795
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Total liabilities
and shareholders'
equity $35,459 $ - $35,459
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* Pro forma balance sheet data as previously reported in The
St. Paul Companies, Inc. Current Report on Form 8-K dated
September 28, 2001.
The pro forma adjustments to the pro forma consolidated
condensed balance sheet are as follows:
(1) Record accrual for additional amount payable to Old
Mutual plc due to the decline in the fair value of certain
investments prior to closing ($12 million), less
applicable tax benefit ($4 million).
(2) Record net impact on shareholders' equity of additional
amount payable to Old Mutual plc.
Pro Forma Financial Information
The St. Paul Companies, Inc. and Subsidiaries
Pro Forma Consolidated, Condensed Income Statement
For the Six Months Ended June 30, 2001
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Restated
Previously Pro Forma
Reported Pro Forma Income
(In millions, except share data) Pro Forma* Adjustment Statement
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Revenues:
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Premiums earned $3,371 $ - $3,371
Net investment income 635 - 635
Asset management 170 - 170
Realized investment gains 83 - 83
Other 71 - 71
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Total revenues 4,330 - 4,330
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Expenses:
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Insurance losses and
loss adjustment expenses 2,529 - 2,529
Policy acquisition expenses 736 - 736
Operating and administrative
expenses 634 - 634
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Total expenses 3,899 - 3,899
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Income from continuing
operations before income
taxes 431 - 431
Income tax expense 126 - 126
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Income from continuing
operations 305 - 305
Discontinued operations, net of taxes (65) ($8)(1) (73)
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Net income $ 240 ($8) $ 232
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Basic earnings per common share:
Income from continuing operations $1.37 $ - $ 1.37
Discontinued operations, net of taxes (0.30) (0.04) (0.34)
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Net income $1.07 $(0.04) $ 1.03
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Diluted earnings per common share:
Income from continuing operations $1.32 $ - $ 1.32
Discontinued operations, net of taxes (0.28) (0.03) (0.31)
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Net income $1.04 $(0.03) $ 1.01
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* Pro forma income statement data as previously reported in
The St. Paul Companies, Inc. Current Report on Form 8-K
dated September 28, 2001.
(1) Record additional amount payable to Old Mutual plc due
to the decline in the fair value of certain investments
prior to closing ($12 million), less applicable tax
benefit ($4 million).
For purposes of calculating basic earnings per share,
weighted average shares outstanding totaled 215.3 million.
For purposes of calculating diluted earnings per share,
weighted average shares outstanding totaled 228.1 million.
(c) Exhibits:
Exhibit No. Exhibit
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2(a) Stock Purchase Agreement between St. Paul
Fire and Marine Insurance Company and Old
Mutual plc related to the sale of F&G Life
(the "Agreement") is incorporated by
reference to Exhibit (2)(a) of The St. Paul
Companies, Inc. Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001.
2(b) Letter Agreement between St. Paul Fire and
Marine Insurance Company, Old Mutual plc and
Old Mutual U.S. Life Holdings, Inc., dated as
of September 26, 2001, which amends the
Agreement, is incorporated by reference to
The St. Paul Companies, Inc. Current Report
on Form 8-K dated September 28, 2001.
99(a) "Life Insurance Segment" section of "Note 12
- Discontinued Operations" to the
consolidated financial statements included in
The St. Paul Companies, Inc. Quarterly Report
on Form 10-Q for the quarter ended March 31,
2001 is incorporated by reference to The St.
Paul Companies, Inc. Current Report on Form 8-
K dated September 28, 2001.
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.
THE ST. PAUL COMPANIES, INC.
By /s/ Bruce A. Backberg
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Bruce A. Backberg
Senior Vice President
Date: October 29, 2001