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): June 10, 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 (IRS Employer
incorporation) Number) 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.
On June 10, 2005, The St. Paul Travelers Companies, Inc. (the "Company")
entered into a $1.0 billion five-year revolving credit agreement (the "Credit
Agreement") with a syndicate of financial institutions, including Citicorp
USA, Inc., as administrative agent, Citigroup Global Markets Inc. and J.P.
Morgan Securities Inc., as joint lead arrangers, JPMorgan Chase Bank, N.A., as
syndication agent, and Bank of America, N.A., The Bank of New York and Wells
Fargo Bank, National Association, as documentation agents. The Credit
Agreement replaced and consolidated the Company's existing $480 Million
364-Day Credit Agreement, dated as of June 11, 2004, and existing $270 Million
Amended and Restated Five Year Credit Agreement, dated as of June 11, 2004,
and Travelers Property Casualty Corp.'s existing $250 Million 45-Month
Revolving Credit Agreement dated as of April 17, 2003.
The Credit Agreement provides for up to $1.0 billion of unsecured credit. The
interest rates applicable to loans under the Credit Agreement are generally
based on the administrative agent's base rate plus a specified margin or the
Eurodollar rate plus a specified margin. The Company will pay a facility fee
and, for any date on which advances exceed 50% of commitments, a utilization
fee. The applicable margin and the rates on which these fees are based vary
based upon the Company's long-term senior unsecured non-credit-enhanced debt
ratings and the utilization of the facility.
Pursuant to covenants in the Credit Agreement, the Company must maintain an
excess of consolidated net worth over goodwill and other intangible assets of
not less than $10 billion at all times. The Company must also maintain a ratio
of total consolidated debt to the sum of total consolidated debt plus
consolidated net worth of not greater than 0.40 to 1.00. In addition, the
Credit Agreement contains other customary restrictive covenants as well as
certain customary events of default, including with respect to a change in
control. The Credit Agreement will expire on the earlier of (a) June 10, 2010,
subject to extension according to the terms of the Credit Agreement, and (b)
the date of termination in whole of the commitments upon an optional
termination or reduction of the commitments by the Company or upon an event of
default. Borrowings under the Credit Agreement may be used for general
corporate purposes of the Company and its subsidiaries.
Pursuant to the terms of the Credit Agreement, the Company has an option to
increase the credit available under the facility, no more than once a year, up
to a maximum facility amount of $1.5 billion, subject to the satisfaction of a
ratings requirement and certain other conditions.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
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: June 13, 2005 THE ST. PAUL TRAVELERS COMPANIES, INC.
By: /s/ Bruce A. Backberg
-----------------------------------
Name: Bruce A. Backberg
Title: Senior Vice President