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): Commission File Number
December 21, 1994 1-8233
USF&G CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland 52-1220567
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
100 Light Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices)
(410) 547-3000
(Registrant's telephone number, including area code)
USF&G CORPORATION
FORM-8K
______________________
Item 5. Other Events
On December 21, 1994, USF&G Corporation ("USF&G") issued a press release
announcing the signing of a definitive agreement by which USF&G will acquire
all of the outstanding Victoria Financial Corporation ("Victoria") stock for
approximately $55.3 million of USF&G common stock. The acquisition is
subject to approval by shareholders of Victoria, certain regulatory
requirements and other conditions customary for a transaction of this type.
The press release is incorporated herein by reference as Exhibit I to this
form.
EXHIBIT I
December 19, 1994
FOR IMMEDIATE RELEASE
CONTACT: Kerrie Burch-DeLuca
(410) 547-3573
USF&G CORPORATION TO ACQUIRE VICTORIA FINANCIAL CORPORATION,
ADDING NONSTANDARD AUTO COVERAGES TO ITS
PERSONAL LINES PRODUCT LINE
USF&G Corporation (NYSE:FG) and Victoria Financial Corporation
(NASDAQ:VICF), an insurance holding company specializing in nonstandard auto
coverages, today announced the signing of a definitive agreement whereby
USF&G will acquire all of the outstanding Victoria stock for approximately
$55.3 million of USF&G common stock. This purchase price represents
approximately $13 per Victoria share.
USF&G Chairman, President, and Chief Executive Officer Norman P. Blake,
Jr., said: "The acquisition of Victoria is an excellent opportunity for us to
broaden our Personal Lines product offerings with nonstandard auto insurance.
It will also deepen and expand our relationship with independent agents.
Equally as important, this acquisition is consistent with our strategy to
enhance shareholder value by leveraging insurance expertise and our agency
franchise in related insurance businesses."
"Our customers and agents already have needs within this market that
will be met by Victoria's quality products and services. This acquisition
will allow USF&G to enhance retention and to grow its Personal Lines business
with an expanded product portfolio."
Victoria's President and Chief Executive Officer, Kenneth R. Rosen,
said: "This merger provides a unique opportunity for Victoria to accelerate
the growth of its nonstandard auto insurance business with a partner who has
a wide range of quality products delivered through its independent agents.
Our common focus on customer service and meeting agency needs demonstrates
the strategic synergies created by this merger. As part of this
transaction, USF&G has expressed its intention to maintain our operations in
Cleveland. We believe our customers, agents, employees, and shareholders
will find this transaction very beneficial."
This transaction is subject to approval by shareholders of Victoria and
certain regulatory requirements. It is expected to close in the second
quarter of 1995.
USF&G Corporation, through its property/casualty and life insurance
subsidiaries, is one of the nation's largest insurers. Founded in Baltimore
in 1896, the company markets property/casualty insurance through
approximately 3900 independent insurance agents. As of September 30, 1994,
USF&G had net earned premium of $1.8 billion and shareholders' equity of $1.3
billion. For the nine months ended September 30, 1994, Victoria had $38.7
million of net earned premium and shareholders' equity of $27.2 million.
USF&G CORPORATION
FORM 8-K
______________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
USF&G CORPORATION
By: DAN L. HALE
Dan L. Hale
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
December 21, 1994
