The Exhibit Index begins on page 9
As filed with the Securities and Exchange Commission on May 23, 1995
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)
Victoria Financial Corporation 401(k) Plan
(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
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered share price registration
fee
Common Stock (par 40,000 shares $16.31 $652,400 $224.96
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 May 18, 1995
(i.e., $16.31). In addition, pursuant to Rule 416(c) of the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein. Pursuant to Rule 457(h)(2), no separate fee is required for those
interests.
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, 1994;
(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 or the Plan 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 J.
Kendall Huber, Vice President and Deputy General Counsel for the Registrant. As
of April 30, 1995, Mr. Huber 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 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. Pursuant to Item 8 of the Form S-8 and
Rule 601(b)(5), in lieu of the requirement to provide as an
exhibit an opinion of counsel concerning compliance by the Plan
with the requirements of the Employee Retirement Income Security
Act of 1974 or a determination letter from the Internal Revenue
Service that the Plan is qualified under Section 401 of the
Internal Revenue Code of 1986 (the "Code"), the Registrant
hereby undertakes to submit the Plan to the Internal Revenue
Service for such a determination letter in the time required by
Section 401(b) of the Internal Revenue Code of 1986 and to make
all changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Code.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5 above).
24 Power of Attorney.
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,
1994).
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 23rd day of May,
1995.
USF&G CORPORATION
By: /s/ Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-
8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: May 23, 1995 /s/ Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
Date: May 23, 1995 /s/ Dan L. Hale
Dan L. Hale
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
A majority of the Board of Directors (H. Furlong Baldwin, Michael J.
Birck, Norman P. Blake, Jr., George L. Bunting, Jr., Robert E. Davis, Dale F.
Frey, Robert E. Gregory, Jr., Robert J. Hurst, Wilbur G. Lewellen, Henry A.
Rosenberg, Jr., Larry P. Scriggins, and Anne M. Whittemore).
Date: May 23, 1995 By: /s/ John A. MacColl
John A. MacColl
Attorney-In-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Administrator of the Victoria Financial Corporation 401(k) Plan has caused
this Form S-8 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized on May 23, 1995.
Victoria Financial Corporation 401(k) Plan
By: /s/ Tab A. Keplinger
Tab A. Keplinger
Plan Administrator
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 10
of the Shares of Common Stock
23.1 Consent of Independent Auditors 11
23.2 Consent of Counsel (included in Exhibit 5 above) ----
24 Power of Attorney 12
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, 1994.
May 22, 1995
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
Gentlemen:
I am the duly elected and acting Vice President- Deputy 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 40,000 shares of Common Stock, par value
$2.50 per share, of the Corporation (the "Common Stock") for issuance pursuant
to the Victoria Financial Corporation 401(k) Plan (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 40,000
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/ J. Kendall Huber
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Victoria Financial Corporation 401(k) Plan of our report
dated February 24, 1995, with respect to the consolidated financial statements
and schedules of USF&G Corporation included or incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG
Baltimore, Maryland
May 15, 1995
EXHIBIT 24
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 persons covered by the Victoria Financial Corporation 401(k) Plan
(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 23rd day of May, 1995.
Signature Title
Director, Chairman of the Board,
/s/ Norman P. Blake, Jr. President and Chief Executive Officer
Norman P. Blake, Jr.
Executive Vice President,
Chief Financial Officer and
/s/ Dan L. Hale Principal Accounting Officer
Dan L. Hale
/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
