SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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): November 4, 2002
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)
Item 5. Other Events.
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On November 4, 2002, The St. Paul Companies announced
that it completed the transfer of its continuing reinsurance
business and related assets, including renewal rights, to
Platinum Underwriters Holdings, Ltd. ("Platinum"). As part
of this transaction, The St. Paul also contributed $122
million of cash to Platinum and transferred approximately
$350 million in assets related to transferred insurance
reserves. In exchange, The St. Paul acquired six million
common shares, representing a 14 percent ownership interest
in Platinum and a ten-year option to buy up to six million
additional common shares at an exercise price of $27 per
share, which represents 120 percent of the initial public
offering price. The St. Paul will retain reinsurance
liabilities primarily related to contracts issued prior to
January 1, 2002.
The St. Paul expects the transaction to result in an
estimated pretax gain of between $18 million and $20 million
and an estimated after-tax loss of between $40 million and
$60 million, as the company continues to evaluate the
recoverability of deferred tax assets associated with the
reinsurance liabilities retained by The St. Paul.
Certain statements made by the company in this release
may constitute forward-looking statements. Actual results
may differ materially from those projected in the forward-
looking statements. These forward-looking statements involve
risks and uncertainties including, but not limited to, the
following: risks and uncertainties associated with the
impact of the disposition of our continuing reinsurance
business and related assets on our financial results, which
will be affected by, among other things, uncertainties
relating to the valuation of our options to purchase
Platinum shares (including assumptions regarding the
expected holding period, volatility of the shares, discount
and loan rate and Platinum's dividend rate); uncertainties
relating to estimates of third-party fees for the Platinum
transaction; and factors affecting our determination of the
recoverability of the referenced deferred tax asset. We
undertake no obligation to release publicly the result of
any future revisions we may make to forward-looking
statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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
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Bruce A. Backberg
Senior Vice President
Date: November 7, 2002