SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1 TO FORM 8-A FILED ON JULY 29, 2002
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE ST. PAUL COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-0518860
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) COMMISSION FILE NO. 1-10898 IDENTIFICATION NO.)
385 WASHINGTON STREET
ST. PAUL, MINNESOTA 55102
(651) 310-7911
(Address of principal executive offices)
If this form relates to the registration of a If this form relates to the
class of securities pursuant to Section 12(b) of registration of a class of
the Exchange Act and is effective securities pursuant to Section 12(g)
pursuant to General Instruction A.(c), of the Exchange Act and is effective
check the following box. [X] pursuant to General Instruction A.(d),
check the following box. [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBERS TO WHICH THIS FORM
RELATES: 333-92466, 333-92466-01, 333-73848, 333-73848-01 AND 333-44122
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS Name of each exchange on which
TO BE SO REGISTERED each class is to be registered
------------------- -------------------------------
Corporate Units New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act: NONE
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities registered hereby is the Corporate Units of The
St. Paul Companies, Inc., a Minnesota corporation.
For a description of the Corporate Units, reference is made to the
Registration Statement on Form S-3 of The St. Paul Companies, Inc. and St. Paul
Capital Trust II (Registration Nos. 333-92466, 333-92466-01, 333-73848,
333-73848-01 and 333-4412), filed with the Securities and Exchange Commission
(the "Commission") on July 16, 2002, as amended by Pre-Effective Amendment No.
1, filed on July 24, 2002, and prospectus describing the Corporate Units filed
with the Commission on July 29, 2002 pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, which description is incorporated herein by
reference.
ITEM 2. EXHIBITS.
Exhibit No Description
---------- -----------
(1) Indenture between The St. Paul Companies, Inc. and
JPMorgan Chase Bank, Trustee, dated as of March 12,
2002 (incorporated herein by reference to Exhibit 4.1
of the Current Report on Form 8-K of The St. Paul
Companies, Inc., filed with the Commission on March
13, 2002).
(2) Form of Note (incorporated herein by reference to
Exhibit of the Current Report on Form 8-K of The St.
Paul Companies, Inc., filed with the Commission on
July 31, 2002).
(3) Form of Remarketing Agreement.*
(4) Form of Purchase Contract Agreement (incorporated
herein by reference to Exhibit 4.2 of the Current
Report on Form 8-K of The St. Paul Companies, Inc.,
filed with the Commission on July 31, 2002).
(5) Form of Pledge Agreement (incorporated herein by
reference to Exhibit 4.3 of the Current Report on
Form 8-K of The St. Paul Companies, Inc., filed with
the Commission on July 31, 2002).
(6) Form of Corporate Unit (included in Exhibit 4).
--------
* To be filed by amendment.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
---------------------------------
Name: Bruce A. Backberg
Title: Senior Vice President and
Corporate Secretary
Date: July 31, 2002