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): April 25, 2002
THE ST. PAUL COMPANIES, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Minnesota 001-10898 41-0518860
------------------- --------------------- --------------------
(State of (Commission File (I.R.S. Employer
Incorporation) Number) Identification No.)
385 Washington St., St. Paul, MN 55102
-------------------------------- ----------------
(Address of principal (Zip Code)
executive offices)
(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.
------------
The following information was derived from a press
release issued by The St. Paul Companies, Inc. dated April
25, 2002:
The St. Paul Companies, Inc. announced that it plans to
transfer its ongoing reinsurance operations to a newly
formed Bermuda based reinsurer, Platinum Underwriters
Holdings, Ltd. Platinum intends to offer to the public 75.1
percent of its common shares, anticipated to raise
approximately $1 billion in capital for its operations. A
registration statement for the offering has been filed with
the U.S. Securities and Exchange Commission.
At the time of the closing of the offering, Platinum
will reinsure St. Paul Fire and Marine Insurance Company and
St. Paul Reinsurance Company Limited for certain reinsurance
contracts incepting in 2002. The St. Paul will also
transfer certain renewal opportunities and related assets of
The St. Paul's reinsurance operation, St. Paul Re, in
exchange for a 24.9 percent stake in the new company, which
will have 9.9 percent of the voting rights. The offering is
expected to close in about three months, subject to
regulatory approvals and market conditions.
Platinum will not reinsure the reinsurance liabilities
of St. Paul Fire and Marine Insurance Company and St. Paul
Reinsurance Company Limited relating to reinsurance
contracts incepting prior to January 1, 2002. The St. Paul
will retain the assets and reserves related to those
liabilities.
The St. Paul expects the transaction, which is subject
to market and other conditions, to result in a net realized
capital gain, the amount of which will depend on the results
of the offering.
Platinum will conduct operations through operating
subsidiaries in the United States, the United Kingdom and
Bermuda. It will write property and casualty reinsurance on
a worldwide basis. Jay S. Fishman, chairman and chief
executive officer of The St. Paul, will serve on Platinum's
board of directors. Steven H. Newman, who served as
chairman, president and chief executive officer of
Underwriters Re Group prior to its acquisition by Swiss Re
in May 2000, will become chairman of the new company.
Jerome T. Fadden, who was named chief executive officer of
St. Paul Re on March 6, 2002, will become chief executive
officer of Platinum Underwriters Holdings and will be a
member of the board of directors.
A registration statement relating to Platinum
Underwriters Holdings, Ltd.'s securities has been filed with
the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. This announcement shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in
any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state. A written prospectus
relating to the offering of common shares may be obtained
from the SEC's website, www.sec.gov.
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: Bruce A. Backberg
-----------------
Bruce A. Backberg
Senior Vice President
Date: April 26, 2002