This Exhibit Index is on page 9
As filed with the Securities and Exchange Commission on September 29, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USF&G Corporation
(Exact name of issuer as specified in its charter)
Maryland 52-1220567
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Light Street 21201
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
USF&G CORPORATION STOCK INCENTIVE PLAN OF 1991
(as amended as of April 1, 1994)
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
John A. MacColl, Esquire John F. Hoffen, Jr., Esquire
USF&G Corporation USF&G Corporation
100 Light Street 100 Light Street
Baltimore, Maryland 21202 Baltimore, Maryland 21202
(410) 547-3000 (410) 547-3000
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to offering price aggregate offering registra
to be registered registered per share price tion fee
Common Stock (par 4,000,000 $13.25* $53,000,000* $18,274.40*
value $2.50 per shares
share)
* Calculated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) and (h), the
proposed maximum offering price per share, proposed maximum
aggregate offering price and the amount of the registration
fee are based on the average of the daily high and low sale
prices of USF&G Corporation Common Stock reported on the New
York Stock Exchange on September 23, 1994 (i.e., $13.25).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in the Form S-8 pursuant to the
Note to Part I of Form S-8.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the
Registrant with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December
31, 1993;
(b) All other reports filed pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") since the end of the fiscal year covered by the
registration document referred to in (a) above.
(c) Description of Common Stock of the Registrant
contained or incorporated in the registration
statements filed by the Registrant under the Exchange Act,
including any amendments or reports filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part of
the Registration Statement from the date of filing of such
document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legal validity of the shares of Common Stock offered by
the Registrant pursuant to this Registration Statement is being
passed upon by John A. MacColl, Senior Vice President and
General Counsel for the Registrant. As of August 20, 1994, Mr.
MacColl owns shares of Common Stock and options to acquire such
shares aggregating less than 0.1% of the Registrant's
outstanding Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Charter of the Registrant provides for indemnification
and limitation of liability of directors and officers of the
Registrant as follows:
The Corporation shall indemnify (a) its directors to
the fullest extent provided by the General Laws of the State
of Maryland now or hereafter in force, including the advance
of expenses under the procedures provided by such laws; (b) its
officers to the same extent it shall indemnify its
directors; and (c) its officers who are not directors to
such further extent as shall be authorized by the Board of
Directors and be consistent with law. The foregoing shall
not limit the authority of the Corporation to indemnify
other employees and agents consistent with law.
* * *
To the fullest extent permitted by Maryland statutory
or decisional law, as amended or interpreted, no director or
officer of this Corporation shall be personally liable to
the Corporation or its stockholders for money damages. No
amendment of the Charter of the Corporation or repeal of any
of its provisions shall limit or eliminate the benefits
provided to directors and officers under this provision with
respect to any act or omission prior to such amendment or
repeal.
* * *
The Maryland General Corporation Law provides that a corporation
may indemnify any director made a party to a proceeding by
reason of service in that capacity unless it is established
that: (1) the act or omission of the director was material to
the matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate
dishonesty, or (2) the director actually received an improper
personal benefit in money, property or services, or (3) in the
case of any criminal proceeding, the director had reasonable
cause to believe that the act or omission was unlawful. To the
extent that a director has been successful in defense of any
proceeding, the Maryland General Corporation Law provides that
he or she shall be indemnified against reasonable expenses
incurred in connection therewith. A Maryland corporation may
indemnify its officers to the same extent as its directors and
to such further extent as is consistent with law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
4 Description of Shareholder Rights Plan (incorporated
by reference to Form 8-A filed September 21, 1987)
5 Opinion and Consent of Counsel Regarding the Legality
of the shares of Common Stock
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (contained in Signature page)
28 Information From Reports Furnished to State Insurance
Regulatory Authorities (incorporated by reference to
the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993)
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnifi-
cation by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Baltimore, Maryland on this day of September, 1994.
USF&G CORPORATION
By \s\Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned Officers and Directors of USF&G
Corporation, a Maryland corporation (the "Corporation"), hereby
constitute and appoint Norman P. Blake, Jr., Dan L. Hale and
John A. MacColl of Baltimore City, Maryland, and each of them,
the true and lawful agents and attorneys-in-fact of the
undersigned with full power and authority in said agents and
attorneys-in-fact, and in any one or more of them, to sign for
the undersigned and in their respective names as Officers and as
Directors of the Corporation, a Registration Statement on Form
S-8 relating to the proposed issuance of shares of Common Stock
and other securities to officers and other employees of the
Corporation and its subsidiaries (or any and all amendments,
including post-effective amendments, to such Registration
Statement) and file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, and with full power of substitution; hereby
ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the day of September,
1994.
Signature Title
\s\ Norman P. Blake, Jr. Director, Chairman of the Board,
Norman P. Blake, Jr. Chief Executive Officer, and President
\s\ Dan L. Hale Executive Vice President, Chief
Dan L. Hale Financial Officer and (Principal
Accounting Officer)
\s\ H. Furlong Baldwin Director
H. Furlong Baldwin
\s\ Michael J. Birck Director
Michael J. Birck
\s\ George L. Bunting, Jr. Director
George L. Bunting, Jr.
\s\ Robert E. Davis Director
Robert E. Davis
\s\ Dale F. Frey Director
Dale F. Frey
\s\ Robert E. Gregory, Jr. Director
Robert E. Gregory, Jr.
\s\ Robert J. Hurst Director
Robert J. Hurst
\s\ Wilbur G. Lewellen Director
Wilbur G. Lewellen
\s\ Henry A. Rosenberg, Jr. Director
Henry A. Rosenberg, Jr.
\s\ Larry P. Scriggins Director
Larry P. Scriggins
\s\ Anne M. Whittemore Director
Anne M. Whittemore
EXHIBIT INDEX
Exhibit
Number Description Page
4 Description of Shareholder Rights Plan
(incorporated by reference to Form 8-A
filed September 21, 1987)
5 Opinion of Counsel Regarding the Legality
of the shares of Common Stock
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5).
24 Power of Attorney (contained in Signature page)
28 Information From Reports Furnished to State
Insurance Regulatory Authorities (incorporated by
reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1993)
EXHIBIT 5
September 28, 1994
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
Gentlemen:
I am the duly elected and acting Senior Vice President-General
Counsel of USF&G Corporation (the "Corporation") and I have
acted as counsel to the Corporation in connection with the
preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 (the
"Registration Statement") registering 4,000,000 shares of Common
Stock, par value $2.50 per share, of the Corporation (the
"Common Stock") for issuance pursuant to the USF&G Corporation
Stock Incentive Plan of 1991 (the "Plan").
In this capacity, I have examined (i) the charter and by-laws
of the Corporation, (ii) the corporate proceedings authorizing
the issuance of 4,000,000 shares of Common Stock pursuant to the
Plan, (iii) the Plan, and (iv) such other documents and
instruments as I have considered necessary in the rendering of
the opinions hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is a validly
existing corporation in good standing under the laws of the
State of Maryland.
2. Upon issuance of shares of Common Stock pursuant to the
Plan, such shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the reference to me under Item
5 of this Registration statement.
Very truly yours,
\s\ John A. MacColl
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement Form S-8 pertaining to the registration of
4,000,000 shares of common stock in connection with the USF&G Stock
Incentive Plan of 1991 of our reports (a) dated February 11, 1994,
with respect to the consolidated financial statements of USF&G
Corporation incorporated by reference and the related financial
statement schedules included in its Annual Report (Form 10-K) and
(b) dated May 27, 1994, with respect to the financial statements and
schedules of the USF&G Capital Accumulation Plan included in the Plan's
Annual Report (Form 11-K), both for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
\s\ ERNST & YOUNG LLP
Baltimore, Maryland
September 23, 1994
