The Exhibit Index begins 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 21202
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
1994 STOCK PLAN FOR EMPLOYEES OF USF&G
(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
Title of Amount Proposed maximum Proposed maximum Amount of
Securities of be offering price aggregate registra
to be registered registered per share offering price tion fee
Common Stock (par 2,500,000 shares $13.25* $33,125,000* $11,421.50*
value $2.50 per
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 (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 Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Exchange Act, 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
Corporation'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 full
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 which occurred 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 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.
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 above)
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
the 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 this 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 (l)(i) and (l)(ii) above 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 Securities Exchange Act of 1934 that are incorporated by
reference in this 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 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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
indemnification 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, there- unto duly authorized, in the
City of Baltimore, State of Maryland on the 28th 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 28th 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 (Principal Financial
Officer and Accounting Officer)
\s\H. Furlong Baldwin Director
H. Furlong Baldwin
\s\Michael J. Birck Director
Michael J. Birck
\s\Norman P. Blake, Jr. Director
Norman P. Blake, Jr.
\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 Sequential
Number Description Page Number
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 above)
28 Information Reports Furnished to
State Insurance Regulatory Authorities See note (1)
________________________________
(1) 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 2,500,000 shares of Common
Stock, par value $2.50 per share, of the Corporation (the
"Common Stock") for issuance pursuant to the 1994 Stock Plan for
USF&G Employees (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 2,500,000 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,
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 2,500,000 shares of
common stock in connection with the 1994 Stock Plan for Employees of
USF&G 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
