UNITED STATES
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): January 30, 2005
The St. Paul Travelers Companies, Inc.
(Exact name of registrant as specified in its charter)
Minnesota 001-10898 41-0518860
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification
Number)
385 Washington Street 55102
Saint Paul, Minnesota
(Address of principal executive offices) (Zip Code)
(651) 310-7911
(Registrant's telephone number,
including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The St. Paul Travelers Companies, Inc. (the "Company") entered into a
separation agreement as of January 30, 2005 (the "Agreement") with Douglas
Elliot, Chief Executive Officer of General Commercial and Personal Lines for
the Company. In connection with his separation from the Company, which was
effective February 1, 2005 (the "Separation Date"), Mr. Elliot will be
entitled to receive a lump sum cash payment of $5.5 million, which is
approximately equivalent to three times his total annual compensation. Mr.
Elliot's separation from the Company will be treated so as to preserve, to the
maximum extent available under the terms of the governing agreements, Mr.
Elliot's interest in certain shares of restricted stock that he held on the
Separation Date. Mr. Elliot will also be eligible to receive pension benefits
in accordance with the terms and conditions of the Travelers Property Casualty
Corp. Pension Plan. Pursuant to the Agreement, the Company will also continue
to provide Mr. Elliot certain health and insurance benefits for up to three
years after the Separation Date, unless Mr. Elliot becomes employed by a new
employer and is eligible to receive such benefits from such new employer. In
addition, Mr. Elliot has agreed to certain covenants, including, among others,
covenants restricting solicitation of the Company's employees and customers
for a period of 12 months after the Separation Date. The Agreement also
contains a customary release of any claims that Mr. Elliot may have against
the Company.
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.
Date: February 3, 2005 THE ST. PAUL TRAVELERS COMPANIES, INC.
By: /s/ Bruce A. Backberg
-------------------------------------
Name: Bruce A. Backberg
Title: Senior Vice President