-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3gsleWkj3c8/2KmAHG2xaIuH0oDRfSuLRfj5YqxoXTbjDbqyeJr8snF8RbwBjOk YKAvWQUS1+Q++j9YeJRedA== 0000893750-05-000180.txt : 20050325 0000893750-05-000180.hdr.sgml : 20050325 20050325170508 ACCESSION NUMBER: 0000893750-05-000180 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050325 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050325 DATE AS OF CHANGE: 20050325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ST PAUL TRAVELERS COMPANIES INC CENTRAL INDEX KEY: 0000086312 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 410518860 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10898 FILM NUMBER: 05704846 BUSINESS ADDRESS: STREET 1: 385 WASHINGTON ST CITY: SAINT PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6123107911 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL FIRE & MARINE INSURANCE CO/MD DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC/MN/ DATE OF NAME CHANGE: 19990219 FORMER COMPANY: FORMER CONFORMED NAME: ST PAUL COMPANIES INC /MN/ DATE OF NAME CHANGE: 19920703 8-K 1 form_8k.txt CURRENT REPORT 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): March 25, 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 Number) (IRS Employer of incorporation) 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 8.01 Other Events. On March 25, 2005, The St. Paul Travelers Companies, Inc. (the "Company") issued a press release reporting plans for the sale of the Company's investment in Nuveen Investments, Inc. The press release is furnished as Exhibit 99 to this Report and is incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 99 Press release issued by The St. Paul Travelers Companies, Inc., dated March 25, 2005. 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: March 25, 2005 THE ST. PAUL TRAVELERS COMPANIES, INC. By: /s/ Kenneth F. Spence, III -------------------------------- Name: Kenneth F. Spence, III Title: Executive Vice President and General Counsel EXHIBIT INDEX Exhibit No. Description 99 Press release issued by The St. Paul Travelers Companies, Inc., dated March 25, 2005. EX-99.CERT 2 exhibit_99.txt EXHIBIT 99 [ST. PAUL TRAVELERS LOGO] [NUVEEN INVESTMENTS LOGO] Nuveen Investments and St. Paul Travelers Announce Plans For the Sale of St. Paul Travelers' Stake in Nuveen CHICAGO, IL and SAINT PAUL, MN - March 25, 2005 -- Nuveen Investments, Inc. (NYSE: JNC), and The St. Paul Travelers Companies, Inc. (NYSE: STA), announced today that St. Paul Travelers is implementing a program to sell its equity interest in Nuveen Investments. The program has three parts: o St. Paul Travelers will sell 39.6 million Nuveen shares, exclusive of an underwriters' over-allotment option, through a public secondary offering. Nuveen Investments will be filing a prospectus supplement for the secondary offering; o Additionally, Nuveen Investments intends to repurchase $600 million of Nuveen shares from St. Paul Travelers at the price of the secondary offering, net of the underwriters' discount; and o Finally, St. Paul Travelers will enter into forward sale agreements with affiliates of Merrill Lynch and Morgan Stanley, with respect to its remaining equity interest in Nuveen Investments, or approximately 13.5 million shares. Merrill Lynch and Morgan Stanley will in turn each issue public securities mandatorily exchangeable into shares of Nuveen. The objective of the transactions is for St. Paul Travelers to sell its entire interest in Nuveen Investments, resulting in Nuveen Investments becoming a fully independent, publicly traded company. Merrill Lynch & Co., Morgan Stanley and Citigroup will act as the joint bookrunners and lead managers in the underwritten common stock offering, and Merrill Lynch & Co. and Morgan Stanley will also act as joint bookrunners of the mandatorily exchangeable securities. The transactions described in this announcement are subject to market conditions and other factors, and there can be no assurance that the transactions will be completed as contemplated or that St. Paul Travelers will sell all or any of its shares in Nuveen. This announcement is not an offer to sell, or the solicitation of an offer to buy, any of the securities described in this press release. Interested parties may obtain a written prospectus relating to the common stock offering from Merrill Lynch Pierce Fenner & Smith Incorporated, 4 World Financial Center, New York, NY 10080, Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, or Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York, 10013. This press release contains certain forward-looking statements under the federal securities laws. These statements are based on management's current expectations and are subject to significant uncertainty and changes in circumstances. Actual events, including Nuveen Investments' actual future results, may differ significantly from those anticipated in any forward looking statements due to numerous factors. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, including those set forth in filings with the SEC by Nuveen Investments' and St. Paul Travelers. Nuveen Investments and St. Paul Travelers undertake no responsibility to publicly update or revise any forward-looking statements. Contacts: Nuveen Investments, Inc. The St. Paul Travelers Companies, Inc. 333 West Wacker Drive 385 Washington Street Chicago, IL 60606 St. Paul, MN 55102 Media: Media: Laurel O'Brien, 610-293-2402 Joan Palm, 651-310-2685 or Institutional Investors: Marlene Ibsen, 860-277-9039 Peggy Wilson, 312-917-6801 Institutional Investors: Maria Olivo, 860-277-8330 Individual Investors: Marc Parr, 860-277-0779 -----END PRIVACY-ENHANCED MESSAGE-----