As filed with the Securities and Exchange Commission on December 29, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USF&G Corporation Maryland 52-12220567
USF&G Capital I Delaware 52-1953822
USF&G Capital II Delaware 52-1953824
(Exact name of registrants (State or other jurisdiction of (I.R.S. Employer
as specified in charter or incorporation or organization) ) Identification No.)
trust agreements)
100 Light Street
Baltimore, Maryland 21202
(410) 547-3000
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)
John A. MacColl, Esq.
100 Light Street
Baltimore, Maryland 21202
(410) 547-3000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public: After the
Registration Statement becomes effective, as determined by market conditions and
other factors.
_
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462
(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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Proposed
Proposed Maximum
Amount Maximum Aggregate
Title of Each Class of To Be Offering Price Offering Amount of
Securities To Be Registered Registered(1)Per Unit(2)(3) Price(2)(3) Registration Fee
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
USF&G Capital I and II
Cumulative Quarterly Income
Preferred Securities
- ------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
USF&G Corporation
Guarantees with respect to Preferred Securities(4)
- ------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
USF&G Corporation
Deferrable Interest
Subordinated Debentures
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Total $ 210,000,000 100% $ 210,000,000 $42,000
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</TABLE>
(1) There are being registered hereunder a presently indeterminate number of
Cumulative Quarterly Income Preferred Securities of USF&G Capital I and
II, together with related Guarantees and Deferrable Interest Subordinated
Debentures of USF&G Corporation. Under certain circumstances, the
Deferrable Interest Subordinated Debentures of USF&G Corporation may be
sold directly to the public. The aggregate initial public offering price
of all securities sold pursuant to this registration statement will not
exceed $210,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
(3) Pursuant to Rule 457(n) and (o), the registration fee is calculated on the
basis of the proposed maximum offering price of the Cumulative Quarterly Income
Preferred Securities.
(4) This registration is deemed to include the rights of holders of the
Preferred Securities under the Guarantees and certain backup undertakings
as described in the Registration Statement.
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
USF&G Capital I
USF&G Capital II
Cumulative Quarterly Income Preferred Securities
(QUIPSSM)* guaranteed to the extent such Issuer has funds
as set forth herein by
USF&G Corporation
USF&G Capital I and USF&G Capital II, each a statutory business trust
formed under the laws of the State of Delaware (each, the "Issuer," and
collectively, the "Issuers") may severally offer, from time to time, their
respective cumulative quarterly income preferred securities (the "Preferred
Securities") representing preferred undivided beneficial interests in the assets
of each Issuer. USF&G Corporation, a Maryland corporation ("USF&G"), will be the
owner of beneficial interests represented by common securities (the "Common
Securities") of each Issuer. The Bank of New York is the Property Trustee of
each Issuer. The payment of periodic cash distributions ("Distributions") with
respect to the Preferred Securities of each Issuer and payments on liquidation
or redemption with respect to such Preferred Securities, in each case out of
funds held by such Issuer, are each guaranteed by USF&G to the extent described
herein (each, a "Guarantee"). The obligations of USF&G under each Guarantee will
be subordinate and junior in right of payment to all liabilities of USF&G except
any liabilities that may be made pari passu or subordinate to the Guarantee
expressly by their terms. Concurrently with the issuance by each Issuer of its
Preferred Securities, such Issuer will invest the proceeds thereof in a
corresponding series of USF&G's deferrable interest subordinated debentures (the
"Debentures") with terms corresponding to that Issuer's Preferred Securities.
The Debentures will be unsecured and subordinate and junior in right of payment
to Senior Indebtedness (as defined herein) of USF&G. The Debentures will be the
sole assets of each Issuer and the interest on the Debentures will be the only
revenue of each Issuer. Upon the occurrence of certain events as will be
described in the accompanying Prospectus Supplement, USF&G may redeem the
Debentures or may terminate each Issuer and cause the Debentures to be
distributed to the holders of the Preferred Securities in liquidation of their
interest in such Issuer. See "Description of the Preferred
Securities-Liquidation Distribution Upon Termination".
The Preferred Securities may be offered in amounts, at prices and on terms
to be determined at the time of offering, provided, however, that the aggregate
initial public offering price of all Preferred Securities issued pursuant to the
Registration Statement of which this Prospectus forms a part shall not exceed
$210,000,000. Certain specific terms of a particular Issuer's Preferred
Securities in respect of which this Prospectus is being delivered will be set
forth in an accompanying Prospectus Supplement, including where applicable and
to the extent not set forth herein, the identity of that Issuer, the specific
title, the aggregate amount, the Distribution rate, the maturity, the stated
liquidation preference, redemption provisions, other rights, the initial public
offering price, and any other special terms, as well as any planned listing on a
securities exchange, of such Preferred Securities.
The Preferred Securities may be sold in a public offering to or through
underwriters or dealers designated from time to time. See "Plan of
Distribution". The names of any such underwriters or dealers involved in the
sale of the Preferred Securities of any particular Issuer in respect of which
this Prospectus is being delivered, the number of Preferred Securities to be
purchased by any such underwriters or dealers and any applicable commissions or
discounts will be set forth in the Prospectus Supplement. The net proceeds to
each Issuer will also be set forth in the Prospectus Supplement.
The Prospectus Supplement will also contain information concerning United
States federal income tax considerations applicable to the Preferred Securities
offered thereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
*QUIPS is a service mark of Goldman, Sachs & Co.
The date of this Prospectus is ___________, 1996.
<PAGE>
AVAILABLE INFORMATION
USF&G Corporation, a Maryland corporation ("USF&G"), is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference room of the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C., and the public reference
facilities in the Commission's Regional Offices located at Seven World Trade
Center, 7th Floor, New York, New York and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois. Copies of such material can be obtained
at prescribed rates by writing to the Securities and Exchange Commission, Public
Reference Section, Washington, D.C.
20549. Such material can also be inspected at the New York Stock Exchange.
USF&G and each of USF&G Capital I and USF&G Capital II, each a statutory
business trust formed under the laws of the State of Delaware, have filed with
the Commission a Registration Statement on Form S-3 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"). This Prospectus does not contain
all of the information set forth in the Registration Statement as certain parts
are omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement.
No separate financial statements of any Issuer have been included herein.
USF&G and the Issuers do not consider that such financial statements would be
material to holders of Preferred Securities offered hereby because each Issuer
is a newly formed special purpose entity, has no operating history or
independent operations and is not engaged in, and does not propose to engage in,
any activity other than as set forth below. See "The Issuers."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by USF&G with the Commission are incorporated
by reference in this Prospectus:
1. USF&G's annual report on Form 10-K/A for the year ended December 31,
1994.
2. USF&G's quarterly report on Form 10-Q/A for the quarter ended March 31,
1995, and quarterly reports on Form 10-Q for the quarters ended June 30, 1995
and September 30, 1995.
3. USF&G's current reports on Form 8-K dated January 12, 1995, January 20,
1995, January 25, 1995 and October 12, 1995.
All other documents filed by USF&G pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and the accompanying
Prospectus Supplement and prior to the termination of the offering of the
Preferred Securities shall be deemed to be incorporated by reference in this
Prospectus and the accompanying Prospectus Supplement, and to be a part hereof
from the respective dates of the filing of such documents.
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus and the
accompanying Prospectus Supplement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus or the
accompanying Prospectus Supplement.
USF&G hereby undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been delivered, on
the written or oral request of any such person, a copy of any or all the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents which are not
specifically incorporated by reference in the information that this Prospectus
incorporates. Requests should be directed to USF&G Corporation, 100 Light
Street, Baltimore, Maryland 21202, Attention:
John F. Hoffen, Jr., Secretary (telephone: 410-547-3310).
THE ISSUERS
Each of USF&G Capital I and USF&G Capital II is a statutory business trust
formed under Delaware law pursuant to (i) a trust agreement executed by USF&G,
as sponsor for the Issuer, and the trustees of such Issuer and (ii) the filing
of a certificate of trust with the Delaware Secretary of State. Each trust
agreement will be amended and restated in its entirety (each, as so amended and
restated, the "Trust Agreement") substantially in the form filed as an exhibit
to the Registration Statement of which this Prospectus forms a part. Each Trust
Agreement will be qualified as an indenture under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). Each Issuer exists for the
exclusive purposes of (i) issuing and selling its Preferred Securities and
Common Securities, (ii) using the proceeds from the sale of such Preferred
Securities and Common Securities to acquire a corresponding series of Debentures
issued by USF&G and (iii) engaging in those activities necessary, convenient or
incidental thereto. All of the Common Securities will be owned by USF&G. The
Common Securities will rank pari passu, and payments will be made thereon pro
rata, with the Preferred Securities, except that upon the occurrence and
continuance of a Debenture Event of Default (as defined herein) under the Trust
Agreement, the rights of the holders of the Common Securities to payment in
respect of Distributions and payments upon liquidation, redemption or other
acquisition of Common Securities will be subordinated to the rights of the
holders of the Preferred Securities. USF&G will acquire Common Securities in an
aggregate liquidation amount equal to 3% of the total capital of each Issuer.
Each Issuer has a term of approximately 50 years, but may terminate earlier as
provided in the applicable Trust Agreement. Each Issuer's business and affairs
are conducted by its trustees, each appointed by USF&G as holder of the Common
Securities: The Bank of New York (the "Property Trustee"), The Bank of New York
(Delaware) (the "Delaware Trustee") and three individual trustees (the
"Administrative Trustees") who are employees or officers of or affiliated with
USF&G. The Property Trustee, the Delaware Trustee and the Administrative
Trustees are collectively referred to herein as the "Issuer Trustees". The
holder of the Common Securities, or the holders of a majority in liquidation
preference of the Preferred Securities if a Debenture Event of Default has
occurred and is continuing, will be entitled to appoint, remove or replace the
Property Trustee and the Delaware Trustee. In no event will the holders of the
Preferred Securities have the right to vote to appoint, remove or replace the
Administrative Trustees, which voting rights are vested exclusively in the
holder of the Common Securities. The duties and obligations of each of the
Issuer Trustees are governed by the applicable Trust Agreement. USF&G will pay
all fees and expenses related to the Issuers and the offering of the Preferred
Securities and will pay, directly or indirectly, all ongoing costs, expenses and
liabilities of the Issuers. The principal place of business of each Issuer is
c/o USF&G Corporation, 100 Light Street, Baltimore, Maryland 21202, and its
telephone number is (410) 547-3000. The office of the Delaware Trustee in the
State of Delaware is White Clay Center, Route 273, Newark, Delaware 19711.
USF&G CORPORATION
USF&G is a holding company whose principal subsidiaries are engaged in
writing property/casualty insurance and life insurance/annuities.
Property/casualty insurance is written primarily by United States Fidelity and
Guaranty Company, founded in 1896, and is sold through independent agents
supported by the Company's underwriting, marketing, administrative and claim
services offices located throughout the United States. Life insurance and
annuities are written primarily by Fidelity and Guaranty Life Insurance Company,
founded in 1959, and are sold throughout the United States through independent
agents, managing general agents and regional and national securities brokerage
firms. USF&G is incorporated in Maryland, and its principal executive office is
located at 100 Light Street, Baltimore, Maryland 21202, and its telephone number
is (410) 547-3000.
USE OF PROCEEDS
Each of USF&G Capital I and USF&G Capital II will use all proceeds received
from the sale of its Preferred Securities to purchase Debentures of USF&G.
Unless otherwise set forth in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debentures are expected to be used by USF&G for
general corporate purposes, including redemption, in whole or in part, of
outstanding shares of USF&G's $4.10 Series A Convertible Exchangeable Preferred
Stock.
<PAGE>
RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
On a consolidated basis, the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends include the
earnings and fixed charges of USF&G and its subsidiaries for the periods
indicated.
Years Ended December 31,
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Nine Months Ended
September 30, 1995 1994 1993 1992 1991 1990
- ------------------
Ratio of Earnings to
Fixed Charges . . . . . . 3.9 .8 (A) 2.5 1.4 (B) (C)
Ratio of Earnings to
Combined Fixed
Charges and Preferred
Stock Dividends . . . . . 2.7 .6 (A) 1.5 .8 (B) (C)
- ---------
</TABLE>
(A) USF&G's earnings were inadequate to cover fixed charges and combined
fixed charges and preferred stock dividends by $43 million and $89
million, respectively, for the year ended December 31, 1994. In 1994,
USF&G recorded facilities exit costs of $183,000,000 relating to its
plan to consolidate its Baltimore headquarters facilities by relocating
all USF&G personnel currently located at its office building in
downtown Baltimore to other facilities owned by USF&G. The ratio of
consolidated earnings before facilities exit costs to fixed charges was
3.1 in 1994, and the ratio of consolidated earnings before facilities
exit costs to combined fixed charges and preferred stock dividends was
1.8 in 1994.
(B) USF&G had a net loss for the year ended December 31, 1991 and earnings
were inadequate to cover fixed charges and combined fixed charges and preferred
stock dividends by $150 million and $187 million, respectively, for the year
ended December 31, 1991.
(C) USF&G had a net loss for the year ended December 31, 1990 and earnings
were inadequate to cover fixed charges and combined fixed charges and preferred
stock dividends by $436 million and $453 million, respectively, for the year
ended December 31, 1990.
The ratios were determined by dividing consolidated earnings by total
fixed charges and total fixed charges and preferred stock dividends,
respectively. Earnings consist of income from continuing operations before
considering income taxes, the cumulative effect of accounting changes, and fixed
charges. Fixed charges consist of interest and that portion of rentals which is
deemed to be an appropriate interest factor. All amounts have been restated to
reflect the mergers with Discover Re Manager, Inc. and Victoria Financial
Corporation, both of which were consummated in the second quarter of 1995 and
were accounted for as pooling-of-interests.
DESCRIPTION OF THE PREFERRED SECURITIES
Pursuant to the terms of each Trust Agreement, the Issuers will issue the
Preferred Securities and the Common Securities (together, the "Trust
Securities"). The Preferred Securities of a particular issue will represent
preferred undivided beneficial interests in the assets of the related Issuer and
the holders thereof will be entitled to a preference in certain circumstances
with respect to Distributions and amounts payable on redemption or liquidation
over the Common Securities of such Issuer, as well as other benefits as
described in the corresponding Trust Agreement. This summary of certain
provisions of each Trust Agreement does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all the provisions
of each Trust Agreement, including the definitions therein of certain terms, and
the Trust Indenture Act. The form of the Trust Agreement has been filed as an
exhibit to the Registration Statement of which this Prospectus forms a part and
each Trust Agreement has been qualified as an indenture under the Trust
Indenture Act. Each of the Issuers is a legally separate entity and the assets
of one are not available to satisfy the obligations of the other.
General
The Preferred Securities of an Issuer will rank pari passu, and payments
will be made thereon pro rata, with the Common Securities of that Issuer except
as described under "-Subordination of Common Securities." The Debentures will be
held in trust by the Property Trustee for the benefit of the holders of the
related Trust Securities. Each Guarantee Agreement executed by USF&G for the
benefit of the holders of each Issuer's Preferred Securities (each, the
"Guarantee") is a full and unconditional guarantee on a subordinated basis with
respect to the related Preferred Securities but only guarantees payment of
Distributions or amounts payable on redemption or liquidation of such Preferred
Securities when the related Issuer has funds on hand available to make such
payments, and does not otherwise guarantee such payments. See "Description of
the Guarantee."
Distributions
Each Issuer's Preferred Securities represent undivided beneficial interests
in the assets of such Issuer. The Distributions on each Preferred Security will
be payable at a rate specified in the Prospectus Supplement for such Preferred
Securities. The amount of Distributions payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months.
Distributions on the Preferred Securities will be cumulative, will accrue
from the date of original issuance and will be payable quarterly in arrears on
the dates in each year specified in the Prospectus Supplement (except as
otherwise described below). In the event that any date on which Distributions
are otherwise payable on the Preferred Securities is not a Business Day, payment
of the Distribution payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect to
any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Distribution shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date (each date on which Distributions are payable in accordance with
the foregoing, a "Distribution Date"). A "Business Day" shall mean any day other
than a Saturday or a Sunday or a day on which banking institutions in The City
of New York are authorized or required by law or executive order to remain
closed or a day on which the principal corporate trust office of the Property
Trustee is closed for business.
It is anticipated that the income of each Issuer available for distribution
to its holders of Preferred Securities will be limited to payments under the
corresponding series of Debentures in which the Issuer will invest the proceeds
from the issuance and sale of its Preferred Securities and its Common
Securities. See "Description of the Debentures." If USF&G does not make interest
payments on such Debentures, the Property Trustee will not have funds available
to pay Distributions on the corresponding Preferred Securities.
The Prospectus Supplement will include a description of the terms and
circumstances under which USF&G will have the right under the Indenture to
extend, from time to time, the interest payment period on each series of the
Debentures for up to 60 months or such longer period as may be set forth in the
Prospectus Supplement (the "Extension Period"), provided that such Extension
Period may not extend beyond the maturity date of the Debentures. Quarterly
Distributions on the corresponding Preferred Securities also will be deferred
(but will continue to accumulate) during any such Extension Period.
Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the register of such Issuer on the relevant record
dates, which, as long as the Preferred Securities remain in book-entry-only
form, will be one Business Day prior to the relevant Distribution Date. Subject
to any applicable laws and regulations and the provisions of the applicable
Trust Agreement, each such payment will be made as described under
"-Book-Entry-Only Issuance-The Depository Trust Company." In the event any
Preferred Securities are not in book-entry-only form, the relevant record date
for such Preferred Securities shall be the date 15 days prior to the relevant
Distribution Date.
Redemption
Upon the repayment of any series of Debentures, whether at maturity or upon
earlier redemption as provided in the Indenture, the proceeds from such
repayment will be applied by the Property Trustee to redeem the corresponding
Trust Securities, upon not less than 20 nor more than 90 days' notice, at the
redemption price (the "Redemption Price") including all accrued and unpaid
Distributions to the redemption date (the "Redemption Date"). The redemption
terms of a particular series of Debentures and the related Preferred Securities
will be set forth in the accompanying Prospectus Supplement, and will include a
right to redeem the Preferred Securities or exchange Debentures for the
Preferred Securities upon the occurrence of certain Special Events (including
Tax Events), as defined in the Trust Agreement and described in the Prospectus
Supplement.
Redemption Procedures
Preferred Securities redeemed on each Redemption Date shall be redeemed at
the Redemption Price with the proceeds from the contemporaneous redemption of
the corresponding series of Debentures. Redemptions of the Preferred Securities
shall be made and the Redemption Price shall be payable on each Redemption Date
only to the extent that the Issuer has funds on hand available for the payment
of such Redemption Price. See also "-Subordination of Common Securities."
If an Issuer gives a notice of redemption in respect of its Preferred
Securities, then, by 12:00 noon, New York City time, on the Redemption Date, to
the extent funds are available, the Property Trustee will deposit irrevocably
with The Depository Trust Company ("DTC") funds sufficient to pay the applicable
Redemption Price and will give DTC irrevocable instructions and authority to pay
the Redemption Price to the holders of such Preferred Securities. See "-Book
Entry-Only Issuance-The Depository Trust Company." If such Preferred Securities
are no longer in book-entry-only form, the Issuer, to the extent funds are
available, will irrevocably deposit with the paying agent for such Preferred
Securities funds sufficient to pay the applicable Redemption Price and will give
such paying agent irrevocable instructions and authority to pay the Redemption
Price to the holders thereof upon surrender of their certificates evidencing
such Preferred Securities. Notwithstanding the foregoing, Distributions payable
on or prior to the Redemption Date for any Preferred Securities called for
redemption shall be payable to the holders of such Preferred Securities on the
relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of the holders of such Preferred Securities so
called for redemption will cease, except the right of the holders of such
Preferred Securities to receive the Redemption Price, but without interest on
such Redemption Price, and such Preferred Securities will cease to be
outstanding. In the event that any date fixed for redemption of Preferred
Securities is not a Business Day, then payment of the Redemption Price payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay), except
that, if such Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Business Day. In the event that payment of the
Redemption Price in respect of Preferred Securities called for redemption is
improperly withheld or refused and not paid either by the Issuer or by USF&G
pursuant to the Guarantee as described under "Description of the Guarantee,"
Distributions on such Preferred Securities will continue to accrue at the then
applicable rate, from the original Redemption Date to the date of payment, in
which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price.
Subject to applicable law, USF&G or its subsidiaries may at any time and
from time to time purchase outstanding Preferred Securities by tender, in the
open market or by private agreement.
Payment of the Redemption Price on the Preferred Securities and any
distribution of Debentures to holders of Preferred Securities shall be made to
the applicable recordholders thereof as they appear on the register for such
Preferred Securities on the relevant record date, which shall be one Business
Day prior to the relevant Redemption Date or liquidation date, as applicable;
provided, however, that in the event that any Preferred Securities are not in
book-entry-only form, the relevant record date for such Preferred Securities
shall be the date 15 days prior to the Redemption Date or liquidation date, as
applicable.
If less than all the securities issued by an Issuer are to be redeemed on a
Redemption Date, then the aggregate amount of such securities to be redeemed
shall be allocated 3% to its Common Securities and 97% to its Preferred
Securities. The particular Preferred Securities to be redeemed shall be selected
not more than 90 days prior to the Redemption Date by the Property Trustee from
the outstanding Preferred Securities not previously called for redemption, by
such method as the Property Trustee shall deem fair and appropriate and which
may provide for the selection for redemption of portions (equal to $25 or
integral multiples thereof) of the liquidation preference of Preferred
Securities of a denomination larger than $25. The Property Trustee shall
promptly notify the security registrar in writing of the Preferred Securities
selected for redemption and, in the case of any Preferred Securities selected
for partial redemption, the liquidation preference thereof to be redeemed. For
all purposes of each Trust Agreement, unless the context otherwise requires, all
provisions relating to the redemption of Preferred Securities shall relate, in
the case of any Preferred Securities redeemed or to be redeemed only in part, to
the portion of the aggregate liquidation preference of Preferred Securities
which has been or is to be redeemed.
Subordination of Common Securities
Payment of Distributions on, and the Redemption Price of, each Issuer's
Trust Securities, as applicable, shall be made pro rata based on the liquidation
preference of such Trust Securities; provided, however, that if on any
Distribution Date or Redemption Date a Debenture Event of Default (as defined
below) under the applicable Trust Agreement shall have occurred and be
continuing, no payment of any Distribution on, or Redemption Price of, any of
the Issuer's Common Securities, and no other payment on account of the
redemption, liquidation or other acquisition of such Common Securities, shall be
made unless payment in full in cash of all accumulated and unpaid Distributions
on all of the Issuer's outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all of the Issuer's
outstanding Preferred Securities shall have been made or provided for, and all
funds available to the Property Trustee shall first be applied to the payment in
full in cash of all Distributions on, or Redemption Price of, the Issuer's
Preferred Securities then due and payable.
In the case of any Event of Default under any Trust Agreement resulting
from an event of default under the Indenture (a "Debenture Event of Default"),
the holder of such Issuer's Common Securities will be deemed to have waived any
right to act with respect to such Event of Default under such Trust Agreement
until the effect of all such Events of Default with respect to such Preferred
Securities have been cured, waived or otherwise eliminated. Until any such
Events of Default under the applicable Trust Agreement with respect to the
Preferred Securities have been so cured, waived or otherwise eliminated, the
Property Trustee shall act solely on behalf of the holders of such Preferred
Securities and not on behalf of the holder of the Issuer's Common Securities,
and only the holders of such Preferred Securities will have the right to direct
the Property Trustee to act on their behalf.
Liquidation Distribution Upon Termination
Pursuant to each Trust Agreement, each Issuer shall be terminated by USF&G
on the first to occur of: (i) December 31, 2045, the expiration of the term of
such Issuer; (ii) the bankruptcy, dissolution or liquidation of USF&G; (iii) the
distribution of a Like Amount of the corresponding series of Debentures to the
holders of its Preferred Securities and Common Securities following the
occurrence of a Special Event or in the event the Issuer is not or will not be
taxed as a grantor trust but a Tax Event has not occurred; (iv) the redemption
of all of the Issuer's Preferred Securities; and (v) an order for the
termination of the Issuer shall have been entered by a court of competent
jurisdiction.
If an early termination occurs as described in clause (ii), (iii) or (v)
above, the Issuer shall be liquidated by the Issuer Trustees as expeditiously as
the Issuer Trustees determine to be possible by distributing, after satisfaction
of liabilities to creditors of such Issuer as provided by applicable law, to the
holders of such Preferred Securities and Common Securities a Like Amount (as
defined in the Trust Agreement) of the corresponding series of Debentures,
unless such distribution is determined by the Property Trustee not to be
practical, in which event such holders will be entitled to receive out of the
assets of the Issuer available for distribution to holders, after satisfaction
of liabilities to creditors of such Issuer as provided by applicable law, an
amount equal to, in the case of holders of Preferred Securities, the aggregate
of the stated liquidation preference of $25 per Preferred Security plus accrued
and unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If such Liquidation Distribution can be paid only
in part because such Issuer has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by such
Issuer on its Preferred Securities shall be paid on a pro rata basis. The
holder(s) of such Issuer's Common Securities will be entitled to receive
distributions upon any such liquidation pro rata with the holders of its
Preferred Securities, except that if a Debenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities. A supplemental Indenture may provide that if an early
termination occurs as described in clause (v) above, the related series of
Debentures may be subject to optional redemption in whole (but not in part).
Events of Default; Notice
Any one of the following events constitutes an "Event of Default" under
each Trust Agreement with respect to the Preferred Securities issued thereunder
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the occurrence of an "Event of Default" as defined the Indenture (see
"Description of the Debentures-Events of Default"); or
(ii) default by the Property Trustee in the payment of any Distribution
when it becomes due and payable, and continuation of such default for a period
of 30 days; or
(iii) default by the Property Trustee in the payment of any Redemption
Price of any Preferred Security or Common Security when it becomes due and
payable; or
(iv) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Issuer Trustees in such Trust Agreement (other than
a covenant or warranty a default in the performance of which or the breach of
which is dealt with in clause (ii) or (iii) above), and continuation of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Issuer Trustee or Trustees by
the holders of at least 10% in aggregate liquidation preference of the
outstanding Preferred Securities of the applicable Issuer, a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" under such Trust Agreement; or
(v) the occurrence of certain events of bankruptcy or insolvency with
respect to the Property Trustee and the failure by USF&G to appoint a successor
Property Trustee within 60 days thereof.
Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit
notice of such Event of Default to the holders of such Issuer's Preferred
Securities, the Administrative Trustees and USF&G, as Depositor, unless such
default shall have been cured or waived. USF&G, as Depositor, and the
Administrative Trustees are required to file annually with the Property Trustee
a certificate as to whether or not they are in compliance with all the
conditions and covenants applicable to them under the Trust Agreement.
In the event payment of any Distribution is not made when otherwise due and
payable because of the exercise of any right the Issuer may have to defer
payment of such Distribution as provided in the Trust Agreement or otherwise,
then such failure to make payment shall not be deemed an Event of Default as
long as such payment is deferred in accordance with the Trust Agreement or
otherwise.
Under each Trust Agreement, if the Property Trustee fails to enforce its
rights under the Trust Agreement, to the fullest extent permitted by law, any
holder of Preferred Securities issued thereunder may, after such holder's
written request to the Property Trustee to enforce such rights, institute a
legal proceeding directly against any person to enforce the Property Trustee's
rights under the Trust Agreement without first instituting a legal proceeding
against the Property Trustee or any other person.
If a Debenture Event of Default has occurred and is continuing, the
Preferred Securities shall have a preference over the Common Securities and with
respect to Distributions upon termination of each Issuer as described above. See
"-Liquidation Distribution Upon Termination" and "Subordination of Common
Securities."
Removal of Issuer Trustees
Unless an Event of Default shall have occurred and be continuing, any
Issuer Trustee may be removed at any time by the holder of the Common
Securities. If a Debenture Event of Default has occurred and is continuing, the
Property Trustee and the Delaware Trustee may be removed at such time by the
holders of a majority in liquidation preference of the outstanding Preferred
Securities. In no event will the holders of the Preferred Securities have the
right to vote to appoint, remove or replace the Administrative Trustees, which
voting rights are vested exclusively in the holder of the Common Securities. No
resignation or removal of an Issuer Trustee and no appointment of a successor
trustee shall be effective until the acceptance of appointment by the successor
trustee in accordance with the provisions of the Trust Agreement.
Co-Trustees and Separate Property Trustee
Unless an Event of Default under a Trust Agreement shall have occurred and
be continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property (as defined in each Trust Agreement) may at the time be
located, the holder of the applicable Common Securities and the Administrative
Trustees shall have the power to appoint one or more persons either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such person or persons in such capacity any property, title, right or
power deemed necessary or desirable, subject to the provisions of the Trust
Agreement. In case a Debenture Event of Default under the Indenture has occurred
and is continuing, the Property Trustee alone shall have power to make such
appointment.
Merger or Consolidation of Issuer Trustees
Any corporation into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
under the Trust Agreements, provided such corporation shall be otherwise
qualified and eligible.
Voting Rights; Amendment of Trust Agreement
Except as provided below and under "Description of the Guarantee-Amendments
and Assignment" and as otherwise required by law and each Trust Agreement, the
holders of the Preferred Securities will have no voting rights.
A Trust Agreement may be amended from time to time by the Depositor and the
Issuer Trustees, without the consent of the holders of the Preferred Securities,
(i) to cure any ambiguities, defects or inconsistencies or (ii) to make any
other change that does not adversely affect in any material respect the
interests of any holder of Preferred Securities. A Trust Agreement may be
amended by the Depositor and the Issuer Trustees in any other respect (except to
change the amount or timing of any Distribution) with the consent of the holders
of a majority in liquidation preference of Preferred Securities. Notwithstanding
the foregoing, no amendment may be made without receipt by the Issuer of an
opinion of counsel to the effect that such amendment will not affect the
Issuer's status as a grantor trust for federal income tax purposes or its
exemption from regulation as an investment company under the Investment Company
Act of 1940, as amended.
So long as any Debentures are held by the Property Trustee, the Issuer
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee (as hereinafter
defined), or executing any trust or power conferred on the Property Trustee with
respect to such Debentures, (ii) waive any past default that is waiveable under
Section 513 of the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable or
(iv) consent to any amendment, modification or termination of the Indenture or
the Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the holders of a majority in aggregate
liquidation preference of all outstanding Preferred Securities; provided,
however, that where a consent under the Indenture would require the consent of
each holder of Debentures affected thereby, no such consent shall be given
without the prior consent of each holder of the corresponding Preferred
Securities. The Issuer Trustees shall not revoke any action previously
authorized or approved by a vote of the Preferred Securities except by
subsequent vote of the holders of the Preferred Securities. The Property Trustee
shall notify all holders of the Preferred Securities of any notice of default
with respect to the Debentures. In addition to obtaining the foregoing approvals
of the holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Issuer Trustees shall obtain an opinion of counsel experienced in
such matters to the effect that the Issuer will not be classified as a
corporation or partnership for United States federal income tax purposes on
account of such action.
Any required approval of holders of Preferred Securities may be given at a
meeting of holders of Preferred Securities convened for such purpose or pursuant
to written consent. The Property Trustee will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be given
to each holder of record of Preferred Securities in the manner set forth in each
Trust Agreement.
No vote or consent of the holders of Preferred Securities will be required
for each Issuer to redeem and cancel its Preferred Securities in accordance with
the applicable Trust Agreement.
Notwithstanding that holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by USF&G, the Issuer Trustees or any affiliate of
USF&G or any Issuer Trustee, shall, for purposes of such vote or consent, be
treated as if they were not outstanding.
Payment and Paying Agency
Payments in respect of the Preferred Securities shall be made to DTC, which
shall credit the relevant accounts at DTC on the applicable Distribution Dates
or, if any Issuer's Preferred Securities are not held by DTC, such payments
shall be made by check mailed to the address of the holder entitled thereto as
such address shall appear on the Register. The paying agent (the "Paying Agent")
shall initially be The Bank of New York and any co-paying agent chosen by The
Bank of New York, and acceptable to the Property Trustee and USF&G. The Bank of
New York shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Property Trustee and USF&G, as Depositor. In the event that The
Bank of New York shall no longer be the Paying Agent, the Property Trustee shall
appoint a successor to act as Paying Agent (which shall be a bank or trust
company).
Book-Entry-Only Issuance - The Depository Trust Company
DTC will act as securities depositary for all of the Preferred Securities.
The Preferred Securities will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC's nominee). One or more
fully-registered global certificates will be issued for the Preferred Securities
of each Issuer, representing in the aggregate the total number of such Issuer's
Preferred Securities, and will be deposited with DTC.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations ("Direct Participants"). DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange,
Inc. (the "New York Stock Exchange"), the American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks and trust
companies that clear through or maintain custodial relationships with Direct
Participants, either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Commission.
Purchases of Preferred Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser of
each Preferred Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Preferred Securities.
Transfers of ownership interests in the Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in Preferred Securities, except in the event that use
of the book-entry system for the Preferred Securities of such Issuer is
discontinued.
DTC has no knowledge of the actual Beneficial Owners of the Preferred
Securities; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Preferred Securities are credited, which may or may not
be the Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. as the registered holder of
the Preferred Securities. If less than all of an Issuer's Preferred Securities
are being redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant to be redeemed.
Although voting with respect to the Preferred Securities is limited to the
holders of record of the Preferred Securities, in those instances in which a
vote is required, neither DTC nor Cede & Co. will itself consent or vote with
respect to Preferred Securities. Under its usual procedures, DTC would mail an
omnibus proxy (the "Omnibus Proxy") to the Property Trustee as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or
voting rights to those Direct Participants to whose accounts such Preferred
Securities are credited on the record date (identified in a listing attached to
the Omnibus Proxy).
Distribution payments on the Preferred Securities will be made by the
Property Trustee to DTC. DTC's practice is to credit Direct Participants'
accounts on the relevant payment date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payments on such payment date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices and will be the responsibility of such Participant and not of DTC, the
Property Trustee, the Issuer of the relevant Preferred Securities or USF&G,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of Distributions to DTC is the responsibility of the
Property Trustee, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursements of such payments to the Beneficial
Owners is the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depositary with
respect to any of the Preferred Securities at any time by giving reasonable
notice to the Property Trustee and USF&G. In the event that a successor
securities depositary is not obtained, definitive Preferred Security
certificates representing such Preferred Securities are required to be printed
and delivered. The Depositor, at its option, may decide to discontinue use of
the system of book-entry transfers through DTC (or a successor depositary).
After a Debenture Event of Default, the holders of a majority in liquidation
preference of Preferred Securities may determine to discontinue the system of
book-entry transfers through DTC. In any such event, definitive certificates for
such Issuer's Preferred Securities will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Issuers and USF&G believe to be
accurate, but the Issuers and USF&G assume no responsibility for the accuracy
thereof. Neither the Issuers nor USF&G has any responsibility for the
performance by DTC or its Participants of their respective obligations as
described herein or under the rules and procedures governing their respective
operations.
Registrar and Transfer Agent
The Bank of New York will initially act as registrar and transfer agent for
the Preferred Securities.
Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of each Issuer, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange.
The Issuers will not be required to register or cause to be registered the
transfer of their Preferred Securities after such Preferred Securities have been
called for redemption.
Information Concerning the Property Trustee
The Property Trustee is the sole Trustee under the Trust Agreements for
purposes of the Trust Indenture Act and shall have and be subject to all of the
duties and responsibilities specified with respect to an indenture trustee under
that Act. The Property Trustee, other than during the occurrence and continuance
of an Event of Default, undertakes to perform only such duties as are
specifically set forth in the Trust Agreements and, after an Event of Default,
must exercise the same degree of care and skill as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the Property Trustee is under no obligation to exercise any of the
powers vested in it by the Trust Agreement at the request of any holder of
Preferred Securities unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred thereby. If no Debenture
Event of Default has occurred and is continuing and the Property Trustee is
required to decide between alternative causes of action, construe ambiguous
provisions in a Trust Agreement or is unsure of the application of any provision
of a Trust Agreement, and the matter is not one on which holders of Preferred
Securities are entitled under the Trust Agreement to vote, then the Property
Trustee shall take such action as is directed by USF&G as Depositor and if not
so directed, shall take such action as it deems advisable and in the best
interests of the holders of the Preferred Securities and the Common Securities
and will have no liability except for its own bad faith, negligence or willful
misconduct.
Miscellaneous
The Administrative Trustees are authorized and directed to conduct the
affairs of and to operate the Issuers in such a way that no Issuer will be
deemed to be an "investment company" required to be registered under the
Investment Company Act of 1940 or taxed as a corporation for federal income tax
purposes and so that the Debentures will be treated as indebtedness of USF&G for
United States federal income tax purposes. In this connection, USF&G and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law, the certificate of trust of each Issuer or each Trust Agreement,
that USF&G and the Administrative Trustees determine in their discretion to be
necessary or desirable for such purposes, as long as such action does not
materially adversely affect the interests of the holders of the related
Preferred Securities.
Holders of the Preferred Securities have no preemptive or similar rights.
Neither Issuer may borrow money or issue debt or mortgage or pledge any of
its assets.
Except as otherwise provided in the Trust Agreements, any action requiring
the consent or vote of the Trustees shall be approved by a majority of the
Administrative Trustees.
DESCRIPTION OF THE GUARANTEE
Each Guarantee will be executed and delivered by USF&G concurrently with
the issuance by each Issuer of its Preferred Securities for the benefit of the
holders from time to time of such Preferred Securities. The Bank of New York
will act as indenture trustee ("Guarantee Trustee") under each Guarantee for the
purposes of compliance with the Trust Indenture Act. This summary of certain
provisions of the Guarantees does not purport to be complete and is subject to,
and qualified in its entirety by reference to, all of the provisions of each
Guarantee Agreement, including the definitions therein of certain terms, and the
Trust Indenture Act. The form of the Guarantee has been filed as an exhibit to
the Registration Statement of which this Prospectus forms a part. Reference in
this summary to Preferred Securities means that Issuer's Preferred Securities to
which a Guarantee relates. The Guarantee Trustee will hold each Guarantee for
the benefit of the holders of the related Issuer's Preferred Securities.
General
USF&G will irrevocably and unconditionally agree on a subordinated basis,
to the extent set forth in each Guarantee, to pay in full, to the holders of the
related Issuer's Preferred Securities, the Guarantee Payments (as defined below)
(except to the extent paid by or on behalf of such Issuer), as and when due,
regardless of any defense, right of set-off or counterclaim which such Issuer
may have or assert. The following payments, to the extent not paid by an Issuer
(the "Guarantee Payments"), will be subject to the applicable Guarantee (without
duplication): (i) any accumulated and unpaid Distributions required to be paid
on such Preferred Securities, to the extent that such Issuer has funds on hand
available therefor, (ii) the Redemption Price with respect to any Preferred
Securities called for redemption, to the extent that such Issuer has funds on
hand available therefor, or (iii) upon a voluntary or involuntary dissolution,
winding up or termination of such Issuer (unless the corresponding series of
Debentures are distributed to holders of such Preferred Securities), the lesser
of (a) the Liquidation Distribution and (b) the amount of assets of such Issuer
remaining available for distribution to holders of Preferred Securities. USF&G's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by USF&G to the holders of the applicable Preferred Securities
or by causing the Issuer to pay such amounts to such holders. While the assets
of USF&G will not be available for making Distributions on any Preferred
Securities if the Issuer does not have funds on hand available therefor as
described above, USF&G has agreed to pay the expenses of the related Issuer.
Accordingly, each Guarantee, together with the backup undertakings, consisting
of USF&G's obligations under such agreement to pay expenses and related
covenants contained in each Trust Agreement and certain of USF&G's obligations
under the Indenture and the Debentures, provide for USF&G's full and
unconditional guarantee of the Preferred Securities to the extent set forth
above.
Status of the Guarantee
Each Guarantee will constitute an unsecured obligation of USF&G and will
rank subordinate and junior in right of payment to all liabilities of USF&G
except those made pari passu or subordinate to such Guarantee expressly by their
terms. The Trust Agreements provide that each holder of Preferred Securities by
acceptance thereof agrees to the subordination provisions and other terms of the
related Guarantee.
Each Guarantee will rank pari passu with all other such Guarantees issued
by USF&G. Each Guarantee will constitute a guarantee of payment and not of
collection (i.e., the guaranteed party may institute a legal proceeding directly
against USF&G to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). Each
Guarantee will be held for the benefit of the holders of the related Preferred
Securities. Each Guarantee will not be discharged except by payment of the
Guarantee Payments in full to the extent not paid by the Issuer or upon
distribution to the holders of the Preferred Securities of the corresponding
series of Debentures.
Amendments and Assignment
Except with respect to any changes which do not materially adversely affect
the rights of holders of the related Preferred Securities (in which case no vote
will be required), no Guarantee may be amended without the prior approval of the
holders of not less than a majority of the aggregate liquidation preference of
such outstanding Preferred Securities. The manner of obtaining any such approval
will be as set forth under "Description of the Preferred Securities-Voting
Rights; Amendment of Trust Agreement." All guarantees and agreements contained
in each Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of USF&G and shall inure to the benefit of the holders of the
related Preferred Securities then outstanding.
Events of Default
An event of default under each Guarantee will occur upon the failure of
USF&G to perform any of its payment or other obligations thereunder. The holders
of not less than a majority in aggregate liquidation preference of the related
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of such Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under such Guarantee.
If the Guarantee Trustee fails to enforce any Guarantee, any holder of the
related Preferred Securities may, after such holder's written request to the
Guarantee Trustee to enforce such Guarantee, institute a legal proceeding
directly against USF&G to enforce its rights under such Guarantee without first
instituting a legal proceeding against the Issuer, the Guarantee Trustee or any
other person or entity.
USF&G, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not USF&G is in compliance with all the
conditions and covenants applicable to it under the Guarantee.
Information Concerning the Guarantee Trustee
The Guarantee Trustee, other than during the occurrence and continuance of
a default by USF&G in performance of any Guarantee, undertakes to perform only
such duties as are specifically set forth in each Guarantee and, after default
with respect to any Guarantee, must exercise the same degree of care and skill
as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Guarantee Trustee is under no obligation
to exercise any of the powers vested in it by any Guarantee at the request of
any holder of any Preferred Securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.
Termination of the Guarantee
Each Guarantee will terminate and be of no further force and effect upon
full payment of the Redemption Price of the related Preferred Securities, upon
full payment of the amounts payable upon liquidation of the related Issuer or
upon distribution of Debentures to the holders of the related Preferred
Securities. Each Guarantee will continue to be effective or will be reinstated,
as the case may be, if at any time any holder of the related Preferred
Securities must restore payment of any sums paid under such Preferred Securities
or such Guarantee.
Governing Law
Each Guarantee will be governed by and construed in accordance with the
laws of the State of New York.
DESCRIPTION OF THE DEBENTURES
This summary of certain terms and provisions of the Debentures and the
Indenture does not purport to be complete and is subject to, and is qualified in
its entirety by reference to the Debentures and the Indenture, the forms of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part.
General
Concurrently with the issuance of each Issuer's Preferred Securities, the
Issuer will invest the proceeds thereof and the consideration paid by USF&G for
the Common Securities in a corresponding series of Debentures issued by USF&G to
the Issuer. The Debentures will be unsecured subordinated obligations of USF&G
issued under the Indenture. Each series of Debentures will be in the principal
amount equal to the aggregate stated liquidation preference of the related
Preferred Securities plus USF&G's concurrent investment in the Common Securities
and will rank pari passu with all other series of Debentures. USF&G may also
decide to sell the Debentures directly to the public. In such event, the terms
of such offering will be described in a Prospectus Supplement related to such
offering. The Indenture does not limit the aggregate principal amount of
Debentures which may be issued thereunder. The Bank of New York will act as
trustee (the "Debenture Trustee") under the Indenture.
Interest
The Debentures will bear interest at the rate per annum specified in the
Prospectus Supplement. Such interest will be payable quarterly in arrears on the
dates in each year specified in the Prospectus Supplement (each, an "Interest
Payment Date") to the person in whose name each Debenture is registered, subject
to certain exceptions, at the close of business on the Business Day next
preceding such Interest Payment Date. It is anticipated that the Debentures will
be held in the name of the Property Trustee in trust for the benefit of the
holders of the Preferred Securities and the Common Securities.
The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment of the
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on the date such payment was
originally payable.
The Prospectus Supplement will include a description of the terms and
circumstances under which USF&G will have the right under the Indenture to
extend, from time to time, the interest payment period on each series of the
Debentures for up to 60 months or such longer period as may be set forth in the
Prospectus Supplement, provided that the Extension Period may not extend beyond
the maturity date of the Debentures. Quarterly Distributions on the
corresponding Preferred Securities also will be deferred (but will continue to
accumulate) during any such Extension Period.
Subordination
The Indenture provides that all payments by USF&G in respect of the
Debentures shall be subordinate to the prior payment in full of all amounts
payable on Senior Indebtedness. The term "Senior Indebtedness" means the
principal of (and premium, if any) and interest, if any (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to USF&G to the extent that such claim for post-petition
interest is allowed in such proceeding) payable on, and fees, expenses,
reimbursement obligations, indemnity obligations and other amounts due on or in
connection with, any Indebtedness incurred, assumed or guaranteed by USF&G,
whether on or prior to the date of the Indenture or thereafter incurred, assumed
or guaranteed, unless, in the instrument creating or evidencing the same or
pursuant to which the same is outstanding, it is provided that such obligations
are not superior in right of payment to the Debentures or to other Indebtedness
which is pari passu with the Debentures. Without limiting the generality of the
foregoing, Senior Indebtedness shall include (i) USF&G's Zero Coupon Convertible
Subordinated Notes due 2009 and (ii) Intercompany Indebtedness.
"Indebtedness" means (without duplication and without regard to any portion
of principal amount that has not accrued and to any interest component thereof
(whether accrued or imputed) that is not due and payable) with respect to any
Person, whether recourse is to all or a portion of the assets of such Person and
whether or not contingent, (i) every obligation of such Person for money
borrowed, (ii) every obligation of such Person evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses, (iii) every
reimbursement obligation of such Person with respect to letters of credit,
bankers' acceptances or similar facilities issued for the account of such
Person, (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or
services (but excluding trade accounts payable or accrued liabilities arising in
the ordinary course of business), (v) every capital lease obligation of such
Person, (vi) every Hedging Obligation (as defined in the Indenture), (vii) every
obligation of others secured by a lien on any asset of such Person, whether or
not such obligation is assumed by such Person, (viii) every obligation of the
type referred to in clauses (i) through (vii) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable, directly or indirectly, as obligor
or otherwise, and (ix) any and all deferrals, renewals, extensions and
refundings of, or amendments, modifications or supplements to any liability of
the kind described in any of the preceding clauses (i) through (viii).
"Intercompany Indebtedness" means indebtedness of USF&G to any of its
directly or indirectly owned subsidiaries.
Upon any payment or distribution of assets or securities of USF&G upon any
dissolution, winding up, liquidation or reorganization of USF&G, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
proceedings, all amounts due and payable on Senior Indebtedness shall be paid in
full before the holders of the Debentures or the Property Trustee on behalf of
the holders shall be entitled to receive from USF&G any payment of principal of,
premium, if any, or interest on the Debentures or distributions of any assets or
securities.
No payment by or on behalf of USF&G of principal of, premium, if any, or
interest on the Debentures, whether pursuant to the terms of the Debentures or
upon acceleration or otherwise, shall be made if, at the time of such payment,
there exists a default in the payment of all or any portion of any Senior
Indebtedness or any other default pursuant to which the maturity of Senior
Indebtedness has been accelerated.
If the Debenture Trustee or the Property Trustee, as holder of the
Debentures shall have received any payment on account of the principal of,
premium, if any, or interest on the Debentures when such payment is prohibited
and before all amounts due and payable on Senior Indebtedness are paid in full,
then such payment shall be received and held in trust for the holders of Senior
Indebtedness and shall be paid over or delivered to the holders of the Senior
Indebtedness remaining unpaid to the extent necessary to pay all amounts due and
payable on such Senior Indebtedness in full, provided that requisite notice has
been given to USF&G.
Nothing in the Indenture shall limit the right of the Debenture Trustee,
the Property Trustee or the holders of the Debentures to pursue any rights or
remedies under applicable law against USF&G; provided that all Senior
Indebtedness shall be paid before holders of the Debentures are entitled to
receive any payment from USF&G of principal of or interest on the Debentures.
Upon the payment in full of all Senior Indebtedness, the holders of the
Debentures shall be subrogated to the rights of the holders of such Senior
Indebtedness to receive payments or distributions of assets of USF&G made on
such Senior Indebtedness until the Debentures shall be paid in full.
The Indenture does not limit the aggregate amount of Senior Indebtedness
which USF&G may incur.
Certain Covenants of USF&G
USF&G will covenant, as to each series of Debentures, that it will not, and
will not permit any subsidiary of USF&G to, declare or pay any dividend or
distribution on, or redeem, purchase, acquire, or make a liquidation or
guarantee payment (other than payments under a Guarantee) with respect to, any
shares of USF&G's capital stock or any security of USF&G (including other
Debentures) ranking pari passu with or junior in interest to the Debentures
(except (x) for payments with securities junior in interest to the Debentures,
(y) for payments made on any series of Debentures upon the stated maturity of
such Debentures or (z) for payments of accrued dividends (and cash in lieu of
fractional shares) upon the conversion into common stock of any convertible
preferred stock of USF&G of any series now or hereafter outstanding, in
accordance with the terms of such stock), if at such time (i) there shall have
occurred any event of which USF&G has actual knowledge that (a) with the giving
of notice or the lapse of time, or both, would constitute an Event of Default
with respect to Debentures of such series and (b) in respect of which USF&G
shall not have taken reasonable steps to cure, (ii) USF&G shall be in default
with respect to its payment of any obligations under the Guarantee relating to
the Preferred Securities of the Trust to which Debentures of such series have
been issued or (iii) USF&G shall have given notice of its selection of an
Extension Period as provided in the Indenture with respect to Debentures of such
series and such Extension Period, or any extension thereof shall have commenced
and be continuing. USF&G will also covenant, as to each series of Debentures,
(i) to maintain directly or indirectly 100% ownership of the Common Securities
of the Issuer to which Debentures have been issued, provided that certain
successors which are permitted pursuant to the Indenture may succeed to USF&G's
ownership of the Common Securities, (ii) not to voluntarily terminate, wind-up
or liquidate any Issuer, except (A) in connection with the distribution of
Debentures to the holders of the Preferred Securities in liquidation of such
Issuer, (B) as permitted by the terms of the Debentures, or (C) in connection
with certain mergers, consolidations or amalgamations permitted by the related
Trust Agreement and (iii) to use its reasonable efforts, consistent with the
terms and provisions of the related Trust Agreement, to cause such Issuer to
remain a business trust and otherwise not to be classified as an association
taxable as a corporation for United States federal income tax purposes.
Modification of the Indenture
From time to time, USF&G and the Debenture Trustee may, without the consent
of the holders of any series of Debentures, amend, waive or supplement the
Indenture for specified purposes, including, among other things, curing
ambiguities, defects or inconsistencies, qualifying, or maintaining the
qualification of, the Indenture under the Trust Indenture Act, or making any
other change that does not affect the rights of any holder of Debentures in any
material respect. The Indenture contains provisions permitting USF&G and the
Debenture Trustee, with the consent of the holders of not less than a majority
in principal amount of each outstanding series of Debentures affected, to modify
the Indenture in a manner affecting the rights of the holders of such series of
the Debentures; provided that no such modification may, without the consent of
the holder of each outstanding Debenture so affected, (i) change the stated
maturity of any series of Debentures, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon, reduce any
premium payable upon redemption of the Debentures, or change any place of
payment where, or the coin or currency in which, any Debenture or any premium or
interest is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the stated maturity or redemption date, or
modify the provisions of the Indenture with respect to the subordination of the
Debentures in a manner adverse to the holders of the Debentures, (ii) reduce the
percentage of principal amount of Debentures of any series, the holders of which
are required to consent to any such modification of the Indenture or (iii)
modify certain provisions of the Indenture relating to the waiver of past
defaults or compliance by USF&G with the covenants therein.
In addition, USF&G and the Debenture Trustee may execute, without the
consent of any holder of Debentures, any supplemental Indenture for the purpose
of creating any new series of Debentures.
Events of Default
The Indenture provides that any one or more of the following described
events with respect to a series of Debentures that has occurred and is
continuing constitutes an "Event of Default" with respect to such series of
Debentures:
(a) failure for 30 days to pay any interest on such series of the
Debentures, including any Additional Interest (as defined in the Indenture) in
respect thereof, when due (subject to the deferral of any due date in the case
of an Extension Period); or
(b) failure to pay any principal on such series of Debentures when due
whether at maturity, upon redemption, by declaration or otherwise; or
(c) failure to observe or perform in any material respect certain other
covenants contained in the Indenture for 90 days after written notice to USF&G
from the Debenture Trustee or the holders of at least 25% in principal amount of
such series of outstanding Debentures; or
(d) certain events in bankruptcy, insolvency or reorganization of USF&G.
The holders of a majority in outstanding principal amount of such series of
Debentures have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee. The Debenture
Trustee or the holders of not less than 25% in aggregate outstanding principal
amount of such series of Debentures may declare the principal due and payable
immediately upon an Event of Default, and should the Debenture Trustee or such
holders of such Debentures fail to make such declaration the holders of at least
25% in aggregate liquidation preference of Preferred Securities shall have such
right. The holders of a majority in aggregate outstanding principal amount of
such series of Debentures may annul such declaration and waive the default if
the default has been cured (or, in certain circumstances, even if the default
has not been cured) and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration and any Additional
Interest has been deposited with the Debenture Trustee.
The holders of a majority in outstanding principal amount of the Debentures
affected thereby may, on behalf of the holders of all the Debentures, waive any
past default, except a default in the payment of principal or interest (unless
such default has been cured and a sum sufficient to pay all matured installments
of interest and principal due otherwise than by acceleration has been deposited
with the Debenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Debenture. USF&G is required to file annually
with the Debenture Trustee a certificate as to whether or not USF&G is in
compliance with all the conditions and covenants applicable to it under the
Indenture.
Under the terms of the Trust Agreement, and for so long as the Debentures
are held by the Property Trustee, certain actions with respect to the
Debentures, including certain actions in respect of an Event of Default under
the Debentures, require the prior approval of the holders of the Preferred
Securities. See "Description of Preferred Securities - Voting Rights; Amendment
of Trust Agreement." In case an Event of Default shall occur and be continuing
as to a series of Debentures, the Property Trustee will have the right to
declare the principal of and the interest on such Debentures (including any
Additional Interest) and any other amounts payable under the Indenture to be
forthwith due and payable and to enforce its other rights as a creditor with
respect to such Debentures.
Consolidation, Merger, Sale or Conveyance
The Indenture provides that USF&G may not consolidate with or merge with or
into any other person or sell, convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any person, unless (i)
the successor person is a corporation, partnership, trust or other entity
organized and validly existing under the laws of the United States or any state
thereof or the District of Columbia, and expressly assumes by a supplemental
indenture all of the obligations of USF&G under the Debentures, the Indenture
and any Guarantees, (ii) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of USF&G or any subsidiary
as a result of such transaction as having been incurred by it at the time of the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing, (iii) such transaction does not give rise to any breach or violation
of any Trust Agreement or any Guarantee and (iv) certain other conditions are
met.
Satisfaction and Discharge
Under the terms of the Indenture, USF&G will be discharged from any and all
obligations in respect of any series of Debentures (except in each case for
certain obligations to register the transfer or exchange of such Debentures,
replace stolen, lost or mutilated Debentures and hold moneys for payment in
trust) if (subject to certain conditions) USF&G deposits with the Debenture
Trustee, in trust, (i) cash and/or (ii) United States Government Obligations (as
defined in the Indenture), which through the payment of interest thereon and
principal thereof in accordance with their terms will provide cash in an amount
sufficient to pay all the principal of, and interest on, such series of
Debentures on the dates such payments are due in accordance with the terms of
such Debentures.
Form, Exchange, and Transfer
The Debentures will be issuable only in registered form, without coupons
and only in denominations of $25 and integral multiples thereof.
Subject to the terms of the Indenture, Debentures may be presented for
registration of transfer or exchange (duly endorsed or accompanied by
satisfactory instruments of transfer) at the office of the Security Registrar or
at the office of any transfer agent designated by USF&G for such purpose. No
service charge will be made for any registration of transfer or exchange of
Debentures, but USF&G may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent, as
the case may be, being satisfied with the documents of transfer, title and
identity of the person making the request. USF&G has appointed the Debenture
Trustee as the initial Security Registrar. USF&G may at any time designate
additional transfer agents or rescind the designation of any transfer agent or
approve a change in the office through which any transfer agent acts.
If the Debentures have been called for redemption, in whole or in part,
USF&G will not be required to issue, register the transfer of or exchange any
Debentures which have been called for redemption, except the unredeemed portion
of any such Debentures being redeemed in part.
Payment and Paying Agents
Payment of interest on a Debenture on any Interest Payment Date will be
made to the person in whose name such Debenture (or one or more predecessor
securities) is registered at the close of business on the Regular Record Date
(as defined in the Indenture) for such interest.
Principal or any interest on the Debentures will be payable at the office
of such Paying Agent or Paying Agents as USF&G may designate for such purpose
from time to time, except that at the option of USF&G, payment of any interest
may be made by check mailed to the address of the person entitled thereto as
such address appears in the Security Register or by wire transfer. The principal
corporate trust office of the Debenture Trustee in New York, New York is
initially designated as USF&G's sole Paying Agent for payments with respect to
the Debentures. USF&G may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts.
Governing Law
The Indenture and the Debentures will be governed by and construed in
accordance with the laws of the State of New York.
Information Concerning the Debenture Trustee
The Debenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provision, the Debenture Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of Debentures, unless offered reasonable indemnity by such
holder against the costs, expenses and liabilities which might be incurred
thereby. The Debenture Trustee is not required to expend or risk its own funds
or otherwise incur personal financial liability in the performance of its duties
if the Debenture Trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.
The Bank of New York has a course of regular dealings with USF&G in the
ordinary course of business and from time to time may also make short-term loans
and revolving credit and term loans to USF&G and its affiliates.
RELATIONSHIP AMONG THE PREFERRED SECURITIES,
THE DEBENTURES AND THE GUARANTEES
As long as payments of interest and other payments are made when due on
each series of Debentures, such payments will be sufficient to cover
Distributions and other payments due on the corresponding Preferred Securities,
primarily because (i) the aggregate principal amount of each series of
Debentures will be equal to the sum of the aggregate stated liquidation amount
of the corresponding Preferred Securities and corresponding Common Securities;
(ii) the interest rate and interest and other payment dates on each series of
Debentures will match the Distribution rate and Distribution and other payment
dates for the corresponding Preferred Securities; (iii) each Expense Agreement
entered into by USF&G pursuant to each Trust Agreement provides that USF&G shall
pay for all and any costs, expenses and liabilities of such Issuer except the
Issuer's obligations to holders of its Preferred Securities under such Preferred
Securities; and (iv) each Trust Agreement further provides that the Issuer will
not engage in any activity that is not consistent with the limited purposes of
such Issuer.
Payments of Distributions and other amounts due on the Preferred Securities
(to the extent the Issuer has funds available for the payment of such
Distributions) are guaranteed by USF&G as and to the extent set forth under
"Description of the Guarantee." If and to the extent that USF&G does not make
payments on any series of Debentures, such Issuer will not pay Distributions or
other amounts due on its Preferred Securities.
If the Guarantee Trustee fails to enforce any Guarantee, a holder of any
related Preferred Security may, after such holder's written request to the
Guarantee Trustee to enforce such Guarantee, institute a legal proceeding
directly against USF&G to enforce its rights under such Guarantee without first
instituting a legal proceeding against the Guarantee Trustee, the Issuer or any
other person or entity.
Each Issuer's Preferred Securities evidence the rights of the holders
thereof to the benefits of such Issuer, and each Issuer exists for the sole
purpose of issuing its Trust Securities and investing the proceeds thereof in a
corresponding series of Debentures.
Upon any voluntary or involuntary termination, winding-up or liquidation of
any Issuer involving the liquidation of the corresponding series of Debentures,
the holders of Preferred Securities will be entitled to receive, out of assets
held by such Issuer, the Liquidation Distribution in cash. See "Description of
the Preferred Securities-Liquidation Distribution Upon Termination." Upon any
voluntary or involuntary liquidation or bankruptcy of USF&G, the Property
Trustee, as holder of the Debentures, would be a subordinated creditor of USF&G,
subordinated in right of payment to all Senior Indebtedness, but entitled to
receive payment in full of principal and interest, before any stockholders of
USF&G receive payments or distributions. Since USF&G is the guarantor under each
Guarantee and has agreed to pay for all costs, expenses and liabilities of each
Issuer (other than the Issuer's obligations to the holders of its Preferred
Securities), the positions of a holder of such Preferred Securities and a holder
of such Debentures relative to other creditors and to stockholders of USF&G in
the event of liquidation or bankruptcy of USF&G should be substantially the
same.
A default or event of default under any Senior Indebtedness would not
constitute a default or Event of Default under the Debentures. However, in the
event of payment defaults under, or acceleration of, Senior Indebtedness, the
subordination provisions of the Debentures provide that no payments may be made
in respect of the Debentures until such Senior Indebtedness has been paid in
full or any payment default thereunder has been cured or waived. Failure to make
required payments on any series of Debentures (subject to the right to extend
the payment date of any interest during an Extension Period) would constitute an
Event of Default under the Indenture.
PLAN OF DISTRIBUTION
The Preferred Securities may be sold in a public offering to or through
underwriters or dealers designated from time to time. Each Issuer may sell its
Preferred Securities as soon as practicable after effectiveness of the
Registration Statement of which the Prospectus is a part. The names of any
underwriters or dealers involved in the sale of the Preferred Securities of any
particular Issuer in respect of which this Prospectus is delivered, the number
of Preferred Securities to be purchased by any such underwriters and any
applicable commissions or discounts will be set forth in the Prospectus
Supplement.
Underwriters may offer and sell Preferred Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. In connection with the sale of Preferred Securities,
underwriters may be deemed to have received compensation from USF&G and/or the
applicable Issuer in the form of underwriting discounts or commissions and may
also receive commissions. Underwriters may sell Preferred Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters.
Any underwriting compensation paid by USF&G and/or the applicable Issuer to
underwriters in connection with the offering of Preferred Securities, and any
discounts, concessions or commissions allowed by such underwriters to
participating dealers, will be set forth in an applicable Prospectus Supplement.
Underwriters and dealers participating in the distribution of Preferred
Securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of such Preferred
Securities may be deemed to be underwriting discounts and commissions, under the
Act. Underwriters and dealers may be entitled, under agreement with USF&G and
the applicable Issuer, to indemnification against and contribution toward
certain civil liabilities, including liabilities under the Act, and to
reimbursement by USF&G for certain expenses.
In connection with the offering of the Preferred Securities of any Issuer,
such Issuer may grant to the underwriters an option to purchase additional
Preferred Securities to cover over-allotments, if any, at the initial public
offering price (with an additional underwriting commission), as may be set forth
in the accompanying Prospectus Supplement. If such Issuer grants any
over-allotment option, the terms of such over-allotment option will be set forth
in the Prospectus Supplement for such Preferred Securities.
Underwriters and dealers may engage in transactions with, or perform
services for, USF&G and/or the applicable Issuer and/or any of their affiliates
in the ordinary course of business.
Each Issuer's Preferred Securities will be a new issue of securities and
will have no established trading market. Any underwriters to whom an Issuer's
Preferred Securities are sold by such Issuer for public offering and sale may
make a market in such Preferred Securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. Such Preferred Securities may or may not be listed on a national
securities exchange. No assurance can be given as to the liquidity of or the
existence of trading markets for any Preferred Securities.
EXPERTS
The consolidated financial statements of USF&G appearing or incorporated by
reference in USF&G's Annual Report, restated on Form 10-K/A, for the year ended
December 31, 1994 have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated by
reference herein. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended March 31, 1995 and 1994, the three
and six-month periods ended June 30, 1995 and 1994, and the three, six and
nine-month periods ended September 30, 1995 and 1994, incorporated by reference
in this Registration Statement, the independent auditors have reported that they
have applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports included in USF&G's
quarterly report on Form 10-Q/A for the quarter ended March 31, 1995, and
quarterly reports on Form 10-Q for the quarters ended June 30, 1995 and
September 30, 1995, and incorporated herein by reference, state that they did
not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their reports on such
information should be restricted in light of the limited nature of the review
procedures applied. The auditors are not subject to the liability provisions of
Section 11 of the Securities Act for their reports on the unaudited interim
financial information because those reports are not "reports" or a "part" of the
Registration Statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Securities Act.
LEGAL MATTERS
Certain legal matters will be passed upon for USF&G and the Issuers by
Piper & Marbury L.L.P., Baltimore, Maryland. The validity of the Preferred
Securities will be passed on for the underwriters by Davis Polk & Wardwell, New
York, New York who may rely on the opinion of Piper & Marbury L.L.P. as to
certain matters of Maryland law. L. P. Scriggins, a Director of USF&G, is a
partner of Piper & Marbury L.L.P. As of December 27, 1995, lawyers in the firm
of Piper & Marbury L.L.P. beneficially owned in the aggregate approximately
20,000 shares of Common Stock or Common Stock equivalents of USF&G.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the issuance and distribution of the securities being registered, other
than underwriting discounts and commissions. All of the amounts shown are
estimates, except the registration fee.
SEC Registration Fee........... $42,000
Legal Fees and Expenses.........$*
Blue Sky Fees and Expenses......$*
Accounting Fees and Expenses....$*
Fees of Trustee.................$*
Miscellaneous...................$*
TOTAL...........$*
- ------------
*To be filed by amendment
Item 15. 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 16. Exhibits
1.1* Form of Underwriting Agreement
3.1 Restated Charter of USF&G (incorporated herein by
reference to Exhibit 3(a) to USF&G's Annual Report on
Form 10-K for the year ended December 31, 1993, File No.
1-8233)
3.2 Amended Bylaws of USF&G (incorporated herein by reference
to Exhibit 3(b) to USF&G's Annual Report on Form 10-K/A
for the year ended December 31, 1994, filed November 14,
1995)
4.1 Description of Shareholder Rights Plan (incorporated
herein by reference to Form 8-A, filed September 30, 1987)
4.2* Form of Subordinated Indenture between USF&G and The Bank
of New York
4.3 Trust Agreement of USF&G Capital I
4.4 Certificate of Trust of USF&G Capital I
4.5 Trust Agreement of USF&G Capital II
4.6 Certificate of Trust of USF&G Capital II
4.7* Form of Amended and Restated Declaration of Trust fo
each of USF&G Capital I and USF&G Capital II.
4.8* Form of Preferred Security (included in Exhibit 4.9)
4.9* Form of Deposit Agreement
4.10* Form of Guarantee
5.1* Opinion of John A. MacColl, Esq.
5.2* Opinion of Piper & Marbury L.L.P.
12 Statement re: Computation of ratio of earnings to fixed
charges and ratio of earnings to combined fixed charges
and preferred stock dividends (such computations for the
years ended December 31, 1994, 1993 and 1992 are
incorporated by reference to Exhibit 12 to USF&G K/A;
computations for the years ended December 31, 1991 and
1990 are included as an exhibit hereto).
15 Acknowledgement of Ernst & Young LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of John A. MacColl, Esq. (included in Exhibit 5.1)
23.3 Consent of Piper & Marbury L.L.P. (included in Exhibit 5.2)
24.1 Powers of Attorney for USF&G (included on signature pages
hereto)
24.2 Powers of Attorney for J. Kendall Huber (included in
Exhibits 4.3 and 4.5)
25.1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee,
under the Indenture
25.2 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, with
respect to the Amended and Restated Declaration of Trust of
USF&G Capital I
25.3 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, with
respect to the Amended and Restated Declaration of Trust of
USF&G Capital II
25.4 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee,
under the Preferred Securities Guarantee of USF&G with
respect to the Preferred Securities of USF&G Capital I
25.5 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee,
under the Preferred Securities Guarantee of USF&G with
respect to the Preferred Securities of USF&G Capital II
* To be filed by amendment
Item 17. Undertakings.
(a) The undersigned Registrants hereby undertake:
(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 the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under the Securities Act of
1933, if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
and
(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;
provided, however, that 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 15(d) of the Securities Exchange Act of
1934 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.
(b) The undersigned Registrants undertake hereby that, for
purposes of determining liability under the Securities Act of 1933, each filing
of the Registrants' annual reports pursuant to Section 13(a) or Section 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrants pursuant to the foregoing provisions, or otherwise,
the Registrants have 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
Registrants 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 Registrants 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, USF&G
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland, on December 29,
1995.
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, this Registration Statement on
Form S-3 (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 December 29, 1995.
Signature Title
Director, Chairman of the Board,
President and Chief Executive
/s/ Norman P. Blake, Jr. Officer
Norman P. Blake, Jr.
Executive Vice President, Chief
/s/ Dan L. Hale Financial Officer and Principal
Dan L. Hale 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 Marie Whittemore Director
Anne Marie Whittemore
/s/ R. James Woolsey Director
R. James Woolsey
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, USF&G Capital I
and USF&G Capital II each certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Baltimore, State of Maryland, on
December 29, 1995.
USF&G CAPITAL I
By: /s/ J. Kendall Huber
J. Kendall Huber, as Trustee
USF&G CAPITAL II
By: /s/ J. Kendall Huber
J. Kendall Huber, as Trustee
By: /s/ J. Kendall Huber
J. Kendall Huber, in his individual
capacity as Trustee of USF&G
Capital I and II and as
attorney-in-fact
USF&G CORPORATION, as Depositor
By: /s/ J. Kendall Huber
J. Kendall Huber, Vice-President -
Deputy General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit
Numbers
1.1* Form of Underwriting Agreement
3.1 Restated Charter of USF&G (incorporated herein
by reference to Exhibit 3(a) to USF&G's Annual
Report on Form 10-K for the year ended December
31, 1993, File No. 1-8233)
3.2 Bylaws of USF&G (incorporated herein by
reference to Exhibit 3(b) to USF&G's Annual
Report on Form 10-K/A for the year ended
December 31, 1994, filed November 14, 1995)
4.1 Description of Shareholder Rights Plan,
incorporated herein by reference to Form 8-A
filed September 21, 1987.
4.2* Form of Subordinated Indenture between USF&G
and The Bank of New York
4.3 Trust Agreement of USF&G Capital I
4.4 Certificate of Trust of USF&G Capital I
4.5 Trust Agreement of USF&G Capital II
4.6 Certificate of Trust of USF&G Capital II
4.7* Form of Amended and Restated Declaration of
Trust for each of USF&G Capital I and USF&G
Capital II.
4.8* Form of Preferred Security (included in Exhibit
4.9)
4.9* Form of Deposit Agreement
4.10* Form of Guarantee
5.1* Opinion of John A. MacColl, Esq.
5.2* Opinion of Piper & Marbury L.L.P.
12 Statement re: Computation of ratio of earnings
to fixed charges and ratio of earnings to
combined fixed charges and preferred stock
dividends (such computations for the years
ended December 31, 1994, 1993 and 1992 are
incorporated by reference to Exhibit 12 to
USF&G's 1994 Annual Report on Form 10-K/A;
computations for the years ended December
31, 1991 and 1990 are included as an exhibit
hereto).
15 Acknowledgement of Ernst & Young LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of John A. MacColl, Esq. (included in
Exhibit 5.1)
23.3 Consent of Piper & Marbury L.L.P. (included in
Exhibit 5.3)
24.1 Powers of Attorney for USF&G (included on
signature pages hereto)
24.2 Powers of Attorney for J. Kendall Huber
(included in Exhibits 4.3 and 4.5)
25.1 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank
of New York, as Trustee, under the Indenture
25.2 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank
of New York, as Trustee, with respect to the
Amended and Restated Declaration of Trust of
USF&G Capital I
25.3 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank
of New York, as Trustee, with respect to the
Amended and Restated Declaration of Trust of
USF&G Capital II
25.4 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank
of New York, as Trustee, under the Preferred
Securities Guarantee of USF&G with respect to
the Preferred Securities of USF&G Capital I
25.5 Statement of Eligibility under the Trust
Indenture Act of 1939, as amended, of The Bank
of New York, as Trustee, under the Preferred
Securities Guarantee of USF&G with respect to
the Preferred Securities of USF&G Capital II
<PAGE>
EXHIBIT 4.3
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of December 28, 1995, among USF&G
Corporation, a Maryland corporation, as "Depositor," The Bank of New York, a New
York banking corporation, The Bank of New York (Delaware), a Delaware
corporation, and J. Kendall Huber, not in their individual capacities but solely
as Trustees. The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "USF&G
Capital I," in which name the Trustees, or the Depositor to the extent
provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that
they will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss.3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form to be included as an Exhibit to the 1933 Act
Registration Statement referred to below, to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery of any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the Commission") and execute, in
each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities
Act of 1933, as amended, of the Preferred Securities of the Trust and
certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of
the Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New
York, American or Pacific Stock Exchange (each an "Exchange") and
execute on behalf of the Trust one or more listing applications and all
other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or
"Blue Sky" laws of such jurisdictions as the Depositor, on behalf of
the Trust, may deem necessary or desirable and (iv) to execute on
behalf of the Trust that certain Underwriting Agreement relating to the
Preferred Securities, among the Trust, the Depositor and the several
Underwriters named therein, substantially in the form to be included as
an Exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required
by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by
any of the Trustees, J. Kendall Huber in his capacity as Trustee of the
Trust, is hereby authorized and directed to join in any such filing and
to execute on behalf of the Trust any and all of the foregoing. In
connection with all of the foregoing, the Depositor hereby constitutes
and appoints J. Kendall Huber as its true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for the
Depositor or in the Depositor's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as the Depositor might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his
respective substitute or substitutes, shall do or cause to be done by
virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor
which may increase or decrease the number of Trustees; provided,
however, that to the extent required by the Business Trust Act, one
Trustee shall either be a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause
any Trustee at any time. The Trustees may resign upon thirty days prior
notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles). IN WITNESS WHEREOF, the parties hereto
have caused this Trust Agreement to be duly executed as of the day and
year first above written.
USF&G CORPORATION,
as Depositor
By: /s/ J. Kendall Huber
Name: J. Kendall Huber
Title: Vice President-Deputy
General Counsel
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Trustee
By: /s/ Walter N. Gitlin
Name: Walter N. Gitlin
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Trustee
By: /s/ Donald J. Wrobal
Name: Donald J. Wrobal
Title: Vice President
J. Kendall Huber
not in his individual capacity
but solely as Trustee
/s/ J. Kendall Huber
<PAGE>
EXHIBIT 4.4
CERTIFICATE OF TRUST
OF
USF&G CAPITAL I
THIS CERTIFICATE OF TRUST of USF&G Capital I (the "Trust"), dated
December 28, 1995, is being duly executed and filed by the undersigned,
as trustees, to form a business trust under the Delaware Business Trust
Act (12 Del. C. (S) 3801 et seq.).
(i) Name. The name of the business trust being formed hereby is USF&G
Capital I.
(ii) Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the
State of Delaware are The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware 19711.
(iii) Counterparts. This Certificate of Trust may be executed in
one or more counterparts, all of which together shall constitute one
and the same instrument.
(iv) Effective Date. This Certificate of Trust shall be effective
as of its filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust as of the date first above
written.
THE BANK OF NEW YORK, as Trustee
By: /s/ Walter N. Gitlin
/s/ J. Kendall Huber Name: Walter N. Gitlin
J. Kendall Huber, as Trustee Title: Vice President
THE BANK OF NEW YORK (DELAWARE), as Trustee
By: /s/ Donald J. Wrobal
Name: Donald J. Wrobal
Title: Vice President
<PAGE>
EXHIBIT 4.5
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of December 28, 1995, among USF&G
Corporation, a Maryland corporation, as "Depositor," The Bank of New York, a New
York banking corporation, The Bank of New York (Delaware), a Delaware
corporation, and J. Kendall Huber, not in their individual capacities but solely
as Trustees. The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "USF&G
Capital II," in which name the Trustees, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets
over to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount shall
constitute the initial trust estate. The Trustees hereby declare that
they will hold the trust estate in trust for the Depositor. It is the
intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. ss.3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and
file a certificate of trust with the Delaware Secretary of State in
accordance with the provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form to be included as an Exhibit to the 1933 Act
Registration Statement referred to below, to provide for the
contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect to the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery of any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct
the Depositor, as the sponsor of the Trust, (i) to file with the
Securities and Exchange Commission (the Commission") and execute, in
each case on behalf of the Trust, (a) the Registration Statement on
Form S-3 (the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement (including the prospectus and the exhibits
contained therein), relating to the registration under the Securities
Act of 1933, as amended, of the Preferred Securities of the Trust and
certain other securities and (b) a Registration Statement on Form 8-A
(the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of
the Preferred Securities of the Trust under Section 12(b) of the
Securities Exchange Act of 1934, as amended; (ii) to file with the New
York, American or Pacific Stock Exchange (each an "Exchange") and
execute on behalf of the Trust one or more listing applications and all
other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any of the Exchanges; (iii) to file and
execute on behalf of the Trust such applications, reports, surety
bonds, irrevocable consents, appointments of attorney for service of
process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or
"Blue Sky" laws of such jurisdictions as the Depositor, on behalf of
the Trust, may deem necessary or desirable and (iv) to execute on
behalf of the Trust that certain Underwriting Agreement relating to the
Preferred Securities, among the Trust, the Depositor and the several
Underwriters named therein, substantially in the form to be included as
an Exhibit to the 1933 Act Registration Statement. In the event that
any filing referred to in clauses (i), (ii) and (iii) above is required
by the rules and regulations of the Commission, the Exchange or state
securities or blue sky laws, to be executed on behalf of the Trust by
any of the Trustees, J. Kendall Huber in his capacity as Trustee of the
Trust, is hereby authorized and directed to join in any such filing and
to execute on behalf of the Trust any and all of the foregoing. In
connection with all of the foregoing, the Depositor hereby constitutes
and appoints J. Kendall Huber as its true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for the
Depositor or in the Depositor's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to the 1933 Act Registration Statement and the 1934 Act
Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as the Depositor might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his
respective substitute or substitutes, shall do or cause to be done by
virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three and
thereafter the number of Trustees shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor
which may increase or decrease the number of Trustees; provided,
however, that to the extent required by the Business Trust Act, one
Trustee shall either be a natural person who is a resident of the State
of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise
meets the requirements of applicable Delaware law. Subject to the
foregoing, the Depositor is entitled to appoint or remove without cause
any Trustee at any time. The Trustees may resign upon thirty days prior
notice to the Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to
conflict of laws principles). IN WITNESS WHEREOF, the parties hereto
have caused this Trust Agreement to be duly executed as of the day and
year first above written.
USF&G CORPORATION,
as Depositor
By: /s/ J. Kendall Huber
Name: J. Kendall Huber
Title: Vice President-Deputy General Counsel
THE BANK OF NEW YORK,
not in its individual capacity but solely as
Trustee
By: /s/ Walter N. Gitlin
Name: Walter N. Gitlin
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely as
Trustee
By: /s/ Donald J. Wrobal
Name: Donald J. Wrobal
Title: Vice President
J. Kendall Huber
not in his individual capacity but solely as
Trustee
/s/ J. Kendall Huber
<PAGE>
EXHIBIT 4.6
CERTIFICATE OF TRUST
OF
USF&G CAPITAL II
THIS CERTIFICATE OF TRUST of USF&G Capital II (the "Trust"), dated
December 28, 1995, is being duly executed and filed by the undersigned,
as trustees, to form a business trust under the Delaware Business Trust
Act (12 Del. C. (S) 3801 et seq.).
(i) Name. The name of the business trust being formed hereby is USF&G
Capital II.
(ii) Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the
State of Delaware are The Bank of New York (Delaware), White Clay
Center, Route 273, Newark, Delaware 19711.
(iii) Counterparts. This Certificate of Trust may be executed in
one or more counterparts, all of which together shall constitute one
and the same instrument.
(iv) Effective Date. This Certificate of Trust shall be effective
as of its filing.
IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust as of the date first above
written.
THE BANK OF NEW YORK, as Trustee
By: /s/ Walter N. Gitlin
/s/ J. Kendall Huber Name: Walter N. Gitlin
J. Kendall Huber, as Trustee Title: Vice President
THE BANK OF NEW YORK (DELAWARE), as Trustee
By: /s/ Donald J. Wrobal
Name: Donald J. Wrobal
Title: Vice President
<PAGE>
EXHIBIT 12
Computation of Ratio of Consolidated Earnings to Fixed Charges and
Preferred Stock Dividends
Years Ended December 31
<TABLE>
<S> <C> <C>
(dollars in millions) 1991* 1990*
--------------------- ---- ----
Fixed Charges
Interest expense $ 47 $ 55
Interest capitalized 8 4
Bond put option amortization --- 3
Portion of rents representative of 31 28
interest --
Total fixed charges 86 90
Preferred stock dividend 37 17
requirements (A) --
Combined Fixed Charges and $ 123 $ 107
Preferred Stock Dividends ------
Consolidated Earnings Available for
Fixed Charges and Preferred Stock
Dividends
Income from operations before $ (142) $ (432)
income taxes
Adjustments:
Fixed charges 86 90
Less interest capitalized during the (8) (4)
period ---
Consolidated earnings available for $ 64 $ (346)
fixed charges and preferred stock ------
dividends
Ratio of Consolidated Earnings to (B) (C)
Fixed Charges
Ratio of Consolidated Earnings to (B) (C)
Combined Fixed Charges and
Preferred Stock Dividends
</TABLE>
*Amounts have been restated to reflect mergers with Discover Re Managers, Inc.,
and Victoria Financial Corporation, which were completed during the second
quarter of 1995. Restatement of prior periods is provided due to the application
of the pooling-of-interests method of accounting.
(A) Preferred stock dividend requirements of $37 million in 1991 and $17
million in 1990 divided by 100% less the effective income tax rate of 0% in 1991
and 1990.
(B) Earnings were inadequate to cover fixed charges by $150 million, and
combined fixed charges and preferred stock dividends by $187 million in 1991.
(C) Earnings were inadequate to cover fixed charges by $436 million, and
combined fixed charges and preferred stock dividends by $453 million in 1990.
<PAGE>
EXHIBIT 15
Acknowledgment of Independent Auditors
We are aware of the incorporation by reference in the Registration
Statement (Form S-3) of USF&G Corporation, USF&G Capital I and USF&G Capital II,
pertaining to the Cumulative Quarterly Income Preferred Securities of our
reports dated May 12, 1995, except for note 10 as to which the date is May 22,
1995, August 9, 1995 and November 14, 1995 relating to the unaudited condensed
consolidated interim financial statements of USF&G Corporation which are
included in its Form 10-Q/A for the quarter ended March 31, 1995 and Forms 10-Q
for the quarters ended June 30, 1995 and September 30, 1995, respectively.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are
not a part of the registration statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
Baltimore, Maryland
December 27, 1995
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-3) of USF&G Corporation, USF&G Capital I and USF&G Capital II, pertaining to
the Cumulative Quarterly Income Preferred Securities of our reports dated
February 24, 1995, except for note 1.11 as to which the date is May 22, 1995
with respect to the consolidated financial statements and schedules of USF&G
Corporation included or incorporated by reference in its Annual Report, Restated
(Form 10-K/A) for the year ended December 31, 1994, and the related financial
statement schedule included therein filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
December 27, 1995
<PAGE>
EXHIBIT 25.1
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
USF&G CORPORATION
(Exact name of obligor as specified in its charter)
Maryland 52-12220567
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 Light Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip code)
______________________
Deferrable Interest Subordinated Debentures
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2,
the answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in The City of New York, and State of New York, on the 26th day of
December, 1995.
THE BANK OF NEW YORK
By: /S/VIVIAN GEORGES
Name: VIVIAN GEORGES
Title: ASSISTANT VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 1,736,715
Interest-bearing balances .......... 891,776
Securities:
Held-to-maturity securities ........ 1,326,964
Available-for-sale securities ...... 1,690,688
Federal funds sold in domestic
offices of the bank ................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................. 27,623,140
LESS: Allowance for loan and
lease losses .............. 528,419
Loans and leases, net of unearned
income and allowance 27,094,721
Assets held in trading accounts ...... 1,002,518
Premises and fixed assets (including
capitalized leases) ................ 609,515
Other real estate owned .............. 72,559
Investments in unconsolidated
subsidiaries and associated
companies .......................... 211,296
Customers' liability to this bank on
acceptances outstanding ............ 894,050
Intangible assets .................... 103,081
Other assets ......................... 1,193,026
Total assets ......................... $40,131,698
LIABILITIES
Deposits:
In domestic offices ................ $18,120,409
Noninterest-bearing ....... 6,529,790
Interest-bearing ......... 11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,327,057
Noninterest-bearing .......... 58,060
Interest-bearing ......... 10,268,997
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,479,694
Securities sold under agreements
to repurchase .................... 27,450
Demand notes issued to the U.S.
Treasury ........................... 197,998
Trading liabilities .................. 631,973
Other borrowed money:
With original maturity of one year
or less .......................... 1,339,183
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 899,417
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,554,647
Total liabilities .................... 36,752,551
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,911,248
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 4,994
Cumulative foreign currency transla-
tion adjustments .................. ( 5,045)
Total equity capital ................ 3,379,147
Total liabilities and equity
capital ........................... $40,131,698
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
<PAGE>
Exhibit 25.2
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
USF&G CAPITAL I
(Exact name of obligor as specified in its charter)
Delaware To Be Applied For
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 Light Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip code)
______________________
Preferred Securities
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No.1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 26th day of December, 1995.
THE BANK OF NEW YORK
By: /S/WALTER N. GITLIN
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 1,736,715
Interest-bearing balances .......... 891,776
Securities:
Held-to-maturity securities ........ 1,326,964
Available-for-sale securities ...... 1,690,688
Federal funds sold in domestic
offices of the bank ................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................. 27,623,140
LESS: Allowance for loan and
lease losses .............. 528,419
Loans and leases, net of unearned
income and allowance 27,094,721
Assets held in trading accounts ...... 1,002,518
Premises and fixed assets (including
capitalized leases) ................ 609,515
Other real estate owned .............. 72,559
Investments in unconsolidated
subsidiaries and associated
companies .......................... 211,296
Customers' liability to this bank on
acceptances outstanding ............ 894,050
Intangible assets .................... 103,081
Other assets ......................... 1,193,026
Total assets ......................... $40,131,698
LIABILITIES
Deposits:
In domestic offices ................ $18,120,409
Noninterest-bearing ....... 6,529,790
Interest-bearing ......... 11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,327,057
Noninterest-bearing .......... 58,060
Interest-bearing ......... 10,268,997
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,479,694
Securities sold under agreements
to repurchase .................... 27,450
Demand notes issued to the U.S.
Treasury ........................... 197,998
Trading liabilities .................. 631,973
Other borrowed money:
With original maturity of one year
or less .......................... 1,339,183
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 899,417
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,554,647
Total liabilities .................... 36,752,551
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,911,248
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 4,994
Cumulative foreign currency transla-
tion adjustments .................. ( 5,045)
Total equity capital ................ 3,379,147
Total liabilities and equity
capital ........................... $40,131,698
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
<PAGE>
Exhibit 25.3
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
USF&G CAPITAL II
(Exact name of obligor as specified in its charter)
Delaware To Be Applied For
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 Light Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip code)
______________________
Preferred Securities
(Title of the indenture securities)
===============================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 26th day of December, 1995.
THE BANK OF NEW YORK
By: /S/WALTER N. GITLIN
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 1,736,715
Interest-bearing balances .......... 891,776
Securities:
Held-to-maturity securities ........ 1,326,964
Available-for-sale securities ...... 1,690,688
Federal funds sold in domestic
offices of the bank ................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................. 27,623,140
LESS: Allowance for loan and
lease losses .............. 528,419
Loans and leases, net of unearned
income and allowance 27,094,721
Assets held in trading accounts ...... 1,002,518
Premises and fixed assets (including
capitalized leases) ................ 609,515
Other real estate owned .............. 72,559
Investments in unconsolidated
subsidiaries and associated
companies .......................... 211,296
Customers' liability to this bank on
acceptances outstanding ............ 894,050
Intangible assets .................... 103,081
Other assets ......................... 1,193,026
Total assets ......................... $40,131,698
LIABILITIES
Deposits:
In domestic offices ................ $18,120,409
Noninterest-bearing ....... 6,529,790
Interest-bearing ......... 11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,327,057
Noninterest-bearing .......... 58,060
Interest-bearing ......... 10,268,997
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,479,694
Securities sold under agreements
to repurchase .................... 27,450
Demand notes issued to the U.S.
Treasury ........................... 197,998
Trading liabilities .................. 631,973
Other borrowed money:
With original maturity of one year
or less .......................... 1,339,183
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 899,417
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,554,647
Total liabilities .................... 36,752,551
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,911,248
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 4,994
Cumulative foreign currency transla-
tion adjustments .................. ( 5,045)
Total equity capital ................ 3,379,147
Total liabilities and equity
capital ........................... $40,131,698
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
<PAGE>
Exhibit 25.4
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
USF&G CORPORATION
(Exact name of obligor as specified in its charter)
Maryland 52-12220567
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 Light Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip code)
______________________
Guarantee to Preferred Securities of USF&G Capital I
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 26th day of December, 1995.
THE BANK OF NEW YORK
By: /S/WALTER N. GITLIN
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 1,736,715
Interest-bearing balances .......... 891,776
Securities:
Held-to-maturity securities ........ 1,326,964
Available-for-sale securities ...... 1,690,688
Federal funds sold in domestic
offices of the bank ................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................. 27,623,140
LESS: Allowance for loan and
lease losses .............. 528,419
Loans and leases, net of unearned
income and allowance 27,094,721
Assets held in trading accounts ...... 1,002,518
Premises and fixed assets (including
capitalized leases) ................ 609,515
Other real estate owned .............. 72,559
Investments in unconsolidated
subsidiaries and associated
companies .......................... 211,296
Customers' liability to this bank on
acceptances outstanding ............ 894,050
Intangible assets .................... 103,081
Other assets ......................... 1,193,026
Total assets ......................... $40,131,698
LIABILITIES
Deposits:
In domestic offices ................ $18,120,409
Noninterest-bearing ....... 6,529,790
Interest-bearing ......... 11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,327,057
Noninterest-bearing .......... 58,060
Interest-bearing ......... 10,268,997
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,479,694
Securities sold under agreements
to repurchase .................... 27,450
Demand notes issued to the U.S.
Treasury ........................... 197,998
Trading liabilities .................. 631,973
Other borrowed money:
With original maturity of one year
or less .......................... 1,339,183
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 899,417
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,554,647
Total liabilities .................... 36,752,551
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,911,248
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 4,994
Cumulative foreign currency transla-
tion adjustments .................. ( 5,045)
Total equity capital ................ 3,379,147
Total liabilities and equity
capital ........................... $40,131,698
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
<PAGE>
Exhibit 25.5
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
USF&G CORPORATION
(Exact name of obligor as specified in its charter)
Maryland 52-12220567
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
100 Light Street
Baltimore, Maryland 21202
(Address of principal executive offices) (Zip code)
______________________
Guarantee of Preferred Securities of USF&G Capital II
(Title of the indenture securities)
================================================================================
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule
24 of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of
New York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of New
York, and State of New York, on the 26th day of December, 1995.
THE BANK OF NEW YORK
By: /S/WALTER N. GITLIN
Name: WALTER N. GITLIN
Title: VICE PRESIDENT
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1995, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 1,736,715
Interest-bearing balances .......... 891,776
Securities:
Held-to-maturity securities ........ 1,326,964
Available-for-sale securities ...... 1,690,688
Federal funds sold in domestic
offices of the bank ................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................. 27,623,140
LESS: Allowance for loan and
lease losses .............. 528,419
Loans and leases, net of unearned
income and allowance 27,094,721
Assets held in trading accounts ...... 1,002,518
Premises and fixed assets (including
capitalized leases) ................ 609,515
Other real estate owned .............. 72,559
Investments in unconsolidated
subsidiaries and associated
companies .......................... 211,296
Customers' liability to this bank on
acceptances outstanding ............ 894,050
Intangible assets .................... 103,081
Other assets ......................... 1,193,026
Total assets ......................... $40,131,698
LIABILITIES
Deposits:
In domestic offices ................ $18,120,409
Noninterest-bearing ....... 6,529,790
Interest-bearing ......... 11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,327,057
Noninterest-bearing .......... 58,060
Interest-bearing ......... 10,268,997
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,479,694
Securities sold under agreements
to repurchase .................... 27,450
Demand notes issued to the U.S.
Treasury ........................... 197,998
Trading liabilities .................. 631,973
Other borrowed money:
With original maturity of one year
or less .......................... 1,339,183
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 899,417
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,554,647
Total liabilities .................... 36,752,551
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,911,248
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 4,994
Cumulative foreign currency transla-
tion adjustments .................. ( 5,045)
Total equity capital ................ 3,379,147
Total liabilities and equity
capital ........................... $40,131,698
I, Robert E. Keilman, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
