Travelers Companies, Inc., et al. – ‘SC 13E4’ on 2/5/99 re: Travelers Companies, Inc.

As of:  Friday, 2/5/99   ·   Accession #:  1047469-99-3596   ·   File #:  5-12896

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Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4     Tender-Offer Statement -- Issuer Tender Offer          7     34K 
 2: EX-99.(A)(1)  Offer to Purchase                                   23    102K 
 3: EX-99.(A)(2)  Letter of Transmittal                               15     66K 
 4: EX-99.(A)(3)  Notice of Guaranteed Delivery                        2     15K 
 5: EX-99.(A)(4)  Client Letter                                        2     11K 
 6: EX-99.(A)(5)  Broker Dealer Letter                                 2±    10K 
 7: EX-99.(C)(3)  2nd Supp Indenture Dtd. 1.1.99                       5     17K 

SC 13E4   —   Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

SC 13E4
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================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1)
 OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
(Name of Issuer)
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
THE ST. PAUL COMPANIES, INC.
(Name of Person(s) Filing Statement)
 Zero Coupon Convertible
 Subordinated Notes Due 2009
 of ST. PAUL FIRE AND MARINE INSURANCE COMPANY
 (as successor to USF&G Corporation)
(Title of Class of Securities)
903290-AD6
 (CUSIP Number of Class of Securities)
Sandra Ulsaker Wiese
 Corporate Secretary
St. Paul Fire and Marine Insurance Company
 385 Washington Street
 St. Paul, Minnesota 55102
(651) 310-7911
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:

          BRUCE A. BACKBERG                            JOSEPH B. FRUMKIN
SENIOR VICE PRESIDENT AND CHIEF LEGAL COUNSEL             SULLIVAN & CROMWELL   
     THE ST. PAUL COMPANIES, INC.                       125 BROAD STREET
            385 WASHINGTON STREET                       NEW YORK, NEW YORK 10004
     ST. PAUL, MINNESOTA 55102                          (212) 558-4000
(651) 310-7911                                  
February 5, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)

------------------------
CALCULATION OF FILING FEE 
---------------------------------------  ---------------------------------------
Transaction Valuation*                  Amount of Filing Fee  
---------------------------------------  ---------------------------------------
$112,160,162                             $22,433    
---------------------------------------  ---------------------------------------
/ /  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)  
    and identify the filing with which the offsetting fee was previously paid.
    Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.                               
Amount Previously Paid:                                               
Form or registration no.:                                             
Filing Party:                                                         
Date Filed:                                                           

____________________                                                            
*    The transaction value shown is only for the purpose of calculating the     
   filing fee. The amount shown reflects the cost of purchasing $175,026,000
  principal amount at maturity of Notes at the repurchase price of $640.82
  per $1,000 principal amount at maturity. The amount of the filing fee is
   calculated in accordance with Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended.                                              

================================================================================

SC 13E4
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INTRODUCTORY STATEMENT

      This Schedule 13E-4 relates to an offer to purchase (the "Offer") by St.
Paul Fire and Marine Insurance Company, a Minnesota corporation ("Fire &        
Marine") and a wholly owned subsidiary of The St. Paul Companies, Inc., a       
Minnesota corporation ("St. Paul"), for cash, on the terms and subject to the   
conditions set forth in the Offer to Purchase dated February 5, 1999 (the "Offer
to Purchase") and the related  Letter of  Transmittal  (the "Letter of          
Transmittal"),  any and all of the outstanding Zero Coupon  Convertible         
Subordinated Notes Due 2009 (the "Notes") issued by USF&G Corporation, a        
Maryland corporation ("USF&G"). On April 24, 1998, SP Merger Corporation, a     
wholly owned subsidiary of St. Paul, merged with and into USF&G, with USF&G     
continuing as the surviving corporation and a wholly owned subsidiary of St.    
Paul. On February 2, 1999, USF&G merged with and into Fire & Marine with Fire & 
Marine continuing as the surviving corporation. The Notes are convertible into  
shares of Common Stock, no par value ("St. Paul Common Stock"), of St. Paul at a
conversion rate of 16.6434 shares of St. Paul Common Stock per $1,000 principal 
amount at maturity of Notes. Copies of the Offer to Purchase and the related    
Letter of Transmittal are filed as exhibits (a)(1) and (a)(2) hereto.           

ITEM 1.      SECURITY AND ISSUER.                                               

(a)    The issuer of the Notes is Fire & Marine, as successor to USF&G. The     
address of Fire & Marine's principal executive office is 385 Washington         
Street, St. Paul, Minnesota 55102. The Notes are convertible into St. Paul      
Common Stock. The address of St. Paul's principal executive office is 385       
Washington Street, St. Paul, Minnesota 55102.                                   

(b)    The securities which are the subject of the Offer are the Notes. The     
Notes are convertible into shares of St. Paul Common Stock at a conversion      
rate of 16.6434 shares of St. Paul Common Stock per $1,000 principal amount     
at maturity of Notes. St. Paul is a joint and several obligor with Fire &       
Marine with respect to the due and punctual payment of the principal of, and    
premium, if any, and interest on, the Notes when due and all other monetary     
obligations under the terms of the Notes and the Indenture. As of February 4,   
1999, there was $175,026,000 aggregate principal amount at maturity of Notes    
outstanding. The Offer is for any and all Notes, in denominations of $1,000     
principal amount at maturity or integral multiples thereof, at a price equal    
to $640.82 per $1,000 principal amount at maturity of Notes. At the election    
of Fire & Marine, the Offer is being made in cash only. To the best knowledge   
of Fire & Marine and St. Paul, no Notes are being purchased from any officer,   
director or affiliate of Fire & Marine or St. Paul.                             

(c)    The information set forth in the section of the Offer to Purchase        
entitled "Market Price Information" is incorporated herein by reference.        

(d)    Fire & Marine and St. Paul are filing this statement. The addresses of   
Fire & Marine and St. Paul are set forth in Item 1(a). Fire & Marine is a       
wholly owned subsidiary of St. Paul.                                            

ITEM 2.      SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                 

(a)    The information  set forth in the section of the Offer to Purchase       
entitled "Sources and Amount of Funds" is incorporated herein by reference.     

(b)    Not applicable.                                                          

ITEM 3.      PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER   
OR AFFILIATE.                                         

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The information set forth in the section of the Offer to Purchase 
entitled "The Offer--Purpose and Effects of the Offer" is incorporated          
herein by reference. Notes repurchased under the Offer by Fire & Marine will    
cease to be outstanding and will be delivered to The Chase Manhattan Bank, as   
successor to Chemical Bank, as Trustee, for cancellation immediately after      
such repurchase.                                                                

(a)    The information set forth in the section of the Offer to Purchase        
entitled "The Offer--General" is incorporated herein by reference.              

(b)    The information set forth in the section of the Offer to Purchase        
entitled "Recent Developments--The USF&G Merger" and "Recent Developments--     
The F&M Merger" is incorporated herein by reference.                            

(c)    The information set forth in the section of the Offer to Purchase        
entitled "Recent Developments--The USF&G Merger" is incorporated herein by      
reference.                                                                      

(d)    None.                                                                    

(e)    None.                                                                    

(f)    None.                                                                    

(g)    None.                                                                    

(h)    Not applicable.                                                          

(i)    Not applicable.                                                          

(j)    Not applicable.                                                          

ITEM 4.      INTEREST IN SECURITIES OF THE ISSUER.                              

Not applicable.                                                   

ITEM 5.      CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OR RELATIONSHIPS WITH    
RESPECT TO THE ISSUER=S SECURITIES.                   

      The information set forth in the cover page to the Offer to Purchase and
the sections of the Offer to Purchase entitled "The Offer--General", "The       
Offer--Purpose and Effects of the Offer" and "Recent Developments" is           
incorporated herein by reference.                                               

ITEM 6.      PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.                   

      The information set forth in the cover page of the Offer to Purchase and
the section of the Offer to Purchase entitled "The Depositary" is incorporated  
herein by reference.                                                            

ITEM 7.      FINANCIAL INFORMATION.                                             

(a)    The information set forth in the section of the Offer to Purchase        
entitled "St. Paul Selected Unaudited Financial Information" is incorporated    
by reference herein. The following documents, which have been filed by St.      
Paul (File No. 0-3021) with the Commission under the Exchange Act, are          
incorporated herein by reference:                                               

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 (1) St. Paul's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.                                                              

     (2) St. Paul's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1998, June 30, 1998 and September 30, 1998.                     

    (3) St. Paul's Current Reports on Form 8-K dated April 24, 1998, April
27, 1998, May 5, 1998, May 14, 1998, October 6, 1998 and February 3, 1999.      

    (4) St. Paul's Proxy Statement/Prospectus relating to the USF&G Merger
dated January 27, 1998 and mailed to its stockholders on January 28, 1998.      

(5) St. Paul's Proxy Statement relating to its Annual Meeting of  
Stockholders on May 5, 1998 dated March 19, 1998.                               

       All documents  filed with the  Commission by St. Paul pursuant to Section
13(a),  13(c),  14 or 15(d) of the  Exchange  Act on or  subsequent  to the date
hereof shall be deemed to be incorporated  by reference  herein and to be a part
hereof from the date any such document is filed.                                

       Any  statement  contained  in a  document  incorporated  or  deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes hereof to the extent that a statement  contained  herein (or in any
other  subsequently  filed document that also is or is deemed to be incorporated
by reference  herein)  modifies or supersedes such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.                                                    

(b) Not applicable.                                                             

ITEM 8.      ADDITIONAL INFORMATION.                                            

(a)    None.                                                                    

(b)    None, except for compliance with the Exchange Act and the rules and      
regulations promulgated thereunder and compliance with applicable requirements  
of state securities or "blue sky" laws.                                         

(c)    None.                                                                    

(d)    None.                                                                    

(e)    Reference hereby made to the exhibits hereto which are incorporated in   
their entirety herein by reference.                                             

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ITEM 9.      MATERIAL TO BE FILED AS EXHIBITS.                                  

(a)    Exhibit (a)(1) Offer to Purchase, dated February 5, 1999.                
Exhibit (a)(2) Letter of Transmittal.                             
Exhibit (a)(3) Notice of Guaranteed Delivery.                     
Exhibit (a)(4) Letter to clients.                                 
Exhibit (a)(5) Letter to brokers, dealers, commercial banks, trust
companies and other nominees.                                     
(b)    Not applicable.                                                          
(c)(1) Indenture, dated as of January 28, 1994, between USF&G, as issuer, and   
Chemical Bank, as Trustee.                                        
(c)(2) First Supplemental Indenture, dated as of April 24, 1998, among St.      
   Paul, USF&G, as issuer, and The Chase Manhattan Bank, as successor to
Chemical Bank, as Trustee.                                        
(c)(3) Second Supplemental Indenture, dated as of January 1, 1999, among USF&G, 
   as issuer, Fire & Marine and The Chase Manhattan Bank as successor to
Chemical Bank, as Trustee.                                        
(c)(4) Form of Note, dated March 3, 1994.                                       
(d)    Not applicable.                                                          
(e)    Not applicable.                                                          
(f)    Not applicable.                                                          

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 SIGNATURE

       After due inquiry and to the best of my knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct. 

                                              ST. PAUL FIRE AND MARINE INSURANCE
                   COMPANY

                                     By: /s/ Bruce A. Backberg
                                                  ------------------------------
                                    Name:  Bruce A. Backberg
                                            Title: Senior Vice President and
                                             Chief Legal Counsel

                                        THE ST. PAUL COMPANIES, INC.

                                     By: /s/ Bruce A. Backberg
                                                  ------------------------------
                                    Name:  Bruce A. Backberg
                                            Title: Senior Vice President and
                                             Chief Legal Counsel

Dated:  February 5, 1999                                                        

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 EXHIBIT INDEX

EXHIBIT                                DESCRIPTION                              
-------                                -----------                              

(a)(1)  Offer to Purchase, dated February 5, 1999.                              
(a)(2)  Letter of Transmittal.                                                  
(a)(3)  Notice of Guaranteed Delivery.                                          
(a)(4)  Letter to clients.                                                      
(a)(5)  Letter to brokers, dealers, commercial banks, trust companies and       
other nominees.                                                 
(c)(1)  Indenture, dated as of January 28, 1994, between USF&G, as issuer, and  
     Chemical Bank, as Trustee (incorporated by reference to Exhibit 4E to
    USF&G's Annual Report on Form 10-K filed with the Commission for the
year ended December 31, 1993).                                  
(c)(2)  First Supplemental Indenture, dated as of April 24, 1998, among St.     
     Paul, USF&G, as issuer, and The Chase Manhattan Bank, as successor to
      Chemical Bank, as Trustee (incorporated by reference to Exhibit (c)(2)
       to USF&G and St. Paul's Issuer Tender Offer Statement on Schedule 13E-4
filed with the Commission dated May 15, 1998).                  
(c)(3)  Second Supplemental Indenture, dated as of January 1, 1999, among USF&G,
     as Issuer, Fire & Marine and The Chase Manhattan Bank as successor to
Chemical Bank, as Trustee.                                      
(c)(4)  Form of Note, dated March 3, 1994 (incorporated by reference to         
      Exhibit 4 to USF&G's Current Report on Form 8-K, dated March 3, 1994).

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E4’ Filing		Date		First		Last			Other Filings
Filed on:		2/5/99		1		7			SC 13G/A
		2/4/99		2
		2/3/99		4					8-K
		2/2/99		2
		1/1/99		5		7
		10/6/98		4					8-K
		9/30/98		4					10-Q,  10-Q/A
		6/30/98		4					10-Q,  10-Q/A
		5/15/98		7
		5/14/98		4					8-K
		5/5/98		4					8-K,  DEF 14A,  PRE 14A
		4/27/98		4					8-K
		4/24/98		2		7			8-K,  S-8
		3/31/98		4					10-Q
		3/19/98		4
		1/28/98		4
		1/27/98		4					8-K
		12/31/97		4					10-K405,  11-K,  8-K,  NT 11-K
		3/3/94		5		7
		1/28/94		5		7
		12/31/93		7					10-K,  11-K
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