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): April 29, 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 (Commission File) (IRS Employer
of incorporation) Number) Identification Number)
385 Washington Street
Saint Paul, Minnesota 55102
(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 April 29, 2005, The St. Paul Travelers Companies, Inc. (the "Company")
entered into letter agreements (collectively, the "Heyman Agreement") with
William Heyman, currently Vice Chairman and Chief Investment Officer of the
Company. In exchange for Mr. Heyman's waiver of rights under The St. Paul
Companies, Inc. Amended and Restated Special Severance Policy (the "Policy")
and his agreement to the terms of the Heyman Agreement, the Company agreed to
pay Mr. Heyman a cash payment of $1,851,669 (less applicable withholdings) and
excise tax treatment, which means Mr. Heyman will be entitled to receive a
gross up for any excise taxes if the payment is considered an "excess
parachute payment". In addition, Mr. Heyman has agreed to certain covenants,
including, among others, covenants restricting solicitation of the Company's
employees and customers for a period of 12 months following his separation
from the Company. The Heyman Agreement also contains a customary release of
any claims that Mr. Heyman may have against the Company.
On April 29, 2005, the Company, through its subsidiary, The Travelers
Indemnity Company, entered into a separation agreement (the "Miller
Agreement") with T. Michael Miller, formerly Co-Chief Operating Officer of the
Company. Pursuant to the Miller Agreement, Mr. Miller will be entitled to
receive an amount equal to three times the amount of Mr. Miller's annual base
salary as of April 1, 2004 and target bonus, or an aggregate of up to
approximately $2.40 million, plus a gross up for any excise taxes if the
payment is considered an "excess parachute payment". Pursuant to the Miller
Agreement, the Company will also continue to provide Mr. Miller certain health
and insurance benefits for up to three years following his separation from the
Company, unless Mr. Miller becomes employed by a new employer and is eligible
to receive such benefits from such new employer. In addition, Mr. Miller has
agreed to certain covenants, including, among others, covenants restricting
solicitation of the Company's employees and customers for a period of 12
months following his separation from the Company. The Miller Agreement also
contains a customary release of any claims that Mr. Miller may have against
the Company.
Mr. Miller's entitlements under the Miller Agreement are in lieu of any
payments Mr. Miller may have been entitled to under any severance policy or
plan, including the Policy.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On May 5, 2005, the Company issued a press release announcing that Brian
MacLean has been named Executive Vice President and Chief Operating Officer of
the Company, effective immediately. Mr. MacLean, 51, most recently served as
Executive Vice President and Co-Chief Operating Officer of the Company. From
April 2004 to February 2005, he was Executive Vice President of Claim
Services. Prior to the merger of The St. Paul Companies, Inc. ("St. Paul") and
Travelers Property Casualty Corp. ("Travelers") in April 2004, Mr. MacLean was
Executive Vice President of Claim Services for Travelers since January 2002.
Prior to this position, Mr. MacLean served as President of Select Accounts for
Travelers from July 1999 to January 2002. He also served as Chief Financial
Officer of Claim Services for Travelers from March 1993 to June 1996. From
June 1996 to July 1999, Mr. MacLean was Chief Financial Officer of Commercial
Lines for Travelers. He joined Travelers in 1988 and has served in several
other
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positions. Prior to joining Travelers, Mr. MacLean was an audit manager at the
public accounting firm of Peat Marwick (now KPMG LLP).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 4, 2005, the Board of Directors of the Company (the "Board")
amended and restated the by-laws of the Company, effective May 3, 2005. The
by-laws previously provided that the governance committee of the Board, until
January 1, 2006, would be composed of eight members, four members of whom
would be directors designated by current directors of the Board who had
previously been directors of Travelers or directors who had been designated to
serve on the Board by previous directors of Travelers (each, a "Travelers
Director") and four of whom would be directors designated by current directors
of the Board who had previously been directors of St. Paul or directors who
had been designated to serve on the Board by previous directors of St. Paul
(each, a "St. Paul Director"). The by-laws were amended to remove this
provision.
In addition, the by-laws specified that, until January 1, 2006, any
recommendation by the governance committee to make certain decisions
(including, among others, changing the size or chairmanship of the Board or
any committee of the Board or the responsibilities of, or the authority
delegated to, any committee of the Board) would require the approval of four
members of the governance committee. The by-laws were amended to provide that
any such recommendation would require the approval of two-thirds of the
members of the governance committee.
The by-laws also previously provided that, until January 1, 2006, a
majority of the membership of the governance committee who were Travelers
Directors would have the exclusive delegated authority of the Board to fill
any vacancy on any committee of the Board formerly held by a Travelers
Director. Similarly, the by-laws stipulated that, until January 1, 2006, a
majority of the membership of the governance committee who were St. Paul
Directors would have the exclusive delegated authority of the Board to fill
any vacancy on any committee of the Board formerly held by a St. Paul
Director. The by-laws were amended to remove these provisions. In addition,
the by-laws were amended to replace certain references to "Article VII" of the
Company's Amended and Restated Articles of Incorporation that appear in the
by-laws with the phrase "Article VI" of the Amended and Restated Articles of
Incorporation. Furthermore, the Board acknowledged that the term "Governance
Committee" as used in the Company's by-laws refers to the Compensation and
Governance Committee of the Board.
The foregoing description of amendments to the by-laws does not purport
to be complete and is qualified in its entirety by the text of the amended and
restated by-laws themselves, which are filed in this report as Exhibit 3.2.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
3.2 By-laws of The St. Paul Travelers Companies, Inc.
99.1 Press release issued by The St. Paul Travelers Companies, Inc.,
dated May 5, 2005
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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: May 5, 2005 THE ST. PAUL TRAVELERS COMPANIES, INC.
By: /s/ Bruce A. Backberg
-------------------------------------
Name: Bruce A. Backberg
Title: Senior Vice President
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EXHIBIT INDEX
Exhibit No. Description
3.2 By-laws of The St. Paul Travelers Companies, Inc.
99.1 Press release issued by The St. Paul Travelers Companies, Inc.,
dated May 5, 2005
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