To: shades who wrote (60142 ) 5/2/2006 3:32:02 PM From: shades Read Replies (1) | Respond to of 110194 Safeco Hldr Files Derivative Suit Over Talbot Fincl Sale . WASHINGTON (Dow Jones)--Safeco Corp. (SAFC) disclosed Tuesday that a shareholder filed a derivative complaint against current and former Safeco directors as well as others, in connection with the company's 2004 sale of its insurance brokerage operation, Talbot Financial Corp. The financial-services holding company said in a filing with the Securities and Exchange Commission the complaint alleges the defendants breached fiduciary duties. Safeco also said the complaint alleges Talbot officers were unjustly enriched and that the director defendants facilitated a breach of fiduciary duties by the Talbot officers. According to Safeco, the complaint is derivative and doesn't seek monetary damages. However, the company said it may be required to pay in advance the defendant's legal fees and costs. Nicholas Goldware, trustee of the Goldware Family Trust, filed the complaint in Washington's King County Superior Court on March 14, the company said. The complaint also singles out unnamed directors of Safeco unit General America Corp. and Talbot officers as defendants. The unit was sold to an investor group led by Randy Talbot. In February, Safeco disclosed that a special committee of directors decided not to take action against directors who approved the sale of Talbot in July 2004, or against former executives involved in the transaction. The company said the committee was formed in response to a letter sent by a shareholder in July 2005 that threatened to file a derivative action over Talbot's sale. Safeco's shares recently traded at $54.10, up $2.12, or 4.1%, on volume of 1.85 million shares, well above the daily average of 828,165. -By Kristina Henderson, Dow Jones Newswires; 202-862-1344; kristina.henderson@dowjones.com (END) Dow Jones Newswires May 02, 2006 13:51 ET (17:51 GMT) Copyright (c) 2006 Dow Jones & Company, Inc.- - 01 51 PM EDT 05-02-06