UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 1, 2004
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 (IRS Employer
of incorporation) File Number) Identification Number)
385 Washington Street 55102
Saint Paul, Minnesota
(Address of principal (Zip Code)
executive offices)
(651) 310-7911
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
On April 1, 2004, The St. Paul Travelers Companies, Inc., a Minnesota
corporation (formerly named The St. Paul Companies, Inc.) (the "Company"),
filed a Form 8-K to report that effective April 1, 2004, pursuant to the
Agreement and Plan of Merger dated as of November 16, 2003, as amended, by and
among the Company, Travelers Property Casualty Corp., a Connecticut
corporation ("Travelers"), and Adams Acquisition Corp., a Connecticut
corporation and wholly owned subsidiary of the Company (the "Merger Sub"),
Merger Sub was merged with and into Travelers, with Travelers continuing as
the surviving corporation and a wholly owned subsidiary of the Company. In
response to parts (a) and (b) of Item 7 of such Form 8-K, the Company stated
that it would file the required financial information by amendment as
permitted by paragraphs (a)(4) and (b)(2) of Item 7 to Form 8-K. This Form
8-K/A is being filed to provide the required financial information.
As a result of the merger and in accordance with the provisions of Statement
of Financial Accounting Standards No. 141, "Business Combinations", Travelers
will be considered the acquiring enterprise for financial reporting purposes.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of the Business Acquired.
The following financial statements were filed as part of the Annual
Report on Form 10-K for the year ended December 31, 2003 of Travelers Property
Casualty Corp. (SEC File No. 001-31266) and are incorporated herein by this
reference:
Independent Auditors' Report
Consolidated Statement of Income (Loss) for the years ended
December 31, 2003, 2002 and 2001
Consolidated Balance Sheet at December 31, 2003 and 2002
Consolidated Statement of Changes in Shareholders' Equity for the years
ended December 31, 2003, 2002 and 2001
Consolidated Statement of Cash Flows for the years ended
December 31, 2003, 2002 and 2001
Notes to Consolidated Financial Statements
(b) Unaudited pro forma condensed combined financial statements are attached
hereto as Exhibit 99.1 and are incorporated in their entirety herein by
reference.
(c) Exhibits.
Exhibit No. Exhibit
23.1 Consent of KPMG LLP
99.1 Unaudited pro forma condensed combined financial statements
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: April 23, 2004 THE ST. PAUL TRAVELERS COMPANIES, INC.
By: /s/ Bruce A. Backberg
-----------------------------------
Name: Bruce A. Backberg
Title: Senior Vice President
EXHIBIT INDEX
Exhibit No. Exhibit
23.1 Consent of KPMG LLP
99.1 Unaudited pro forma condensed combined financial statements