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Published on 7/26/2002 in the Prospect News Convertibles Daily.

New Issue: St. Paul upsized $385 million mandatory at 9.0% yield, up 20%

By Ronda Fears

Nashville, Tenn., July 26 - St. Paul Cos. Inc. sold an upsized $385 million of three-year mandatory convertibles at par of 50 to yield 9.0% with a 20% initial conversion premium.

The deal, via joint book-runners Merrill Lynch & Co. and Salomon Smith Barney, sold at the middle of guidance in a quick-sale transaction and was boosted from a planned $375 million.

Price talk had put the dividend between 8.75% and 9.25% yield with the initial conversion premium between 18% and 22%.

The St. Paul, Minn.-based insurance company also sold 15.5 million common shares at $24.20 each for proceeds of another $375.1 million.

Proceeds are earmarked for contributions of capital to its insurance underwriting subsidiaries, with any in excess of $750 million to be used for general corporate purposes.

Terms of the new deal are:

Issuer:St. Paul Cos. Inc.
Amount:$385 million
Greenshoe:$57.75 million
Lead Managers: Merrill Lynch and Salomon Smith Barney
Maturity Date:Aug. 16, 2005
Dividend:9.0%
Issue Price:par, $50
Yield-to-maturity: 9.0%
Conversion Premium:20%
Conversion Price:$24.20/$29.04
Conversion Ratio:1.7218/2.0661
Call: non-callable
Settlement Date:July 31

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