The Exhibit Index begins on page 8
As filed with the Securities and Exchange Commission on December 8, 1995
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USF&G Corporation
(Exact name of registrant as specified in its charter)
Maryland 52-1220567
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 Light Street 21202
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
Discover Re Managers, Inc. Nonqualified Stock Option Plan
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
John A. MacColl, Esquire John F. Hoffen, Jr., Esquire
USF&G Corporation USF&G Corporation
100 Light Street 100 Light Street
Baltimore, Maryland 21202 Baltimore, Maryland 21202
(410) 547-3000 (410) 547-3000
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum
Securities to Amount to be offering price aggregate offering Amount of
be registered registered per share price registration fee
Common Stock 190,000 shares $17.50 $3,325,000.00 $1,146.00
(par value
$2.50 per
share)
* Calculated solely for purposes of calculating the registration
fee pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the daily high and low sale prices
of USF&G Corporation Common Stock reported on the New York Stock Exchange
on December 4, 1995 (i.e., $17.50).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in the Form S-8 pursuant to Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report on Form 10-K/A for the year ended December 31, 1994;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") since the end of the
fiscal year covered by the registration document referred to in (a)
above;
(c) Description of Common Stock of the Registrant contained or incorporated
in the registration statements filed by the Registrant under the
Exchange Act, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of the Registration Statement from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legal validity of the shares of Common Stock offered by the
Registrant pursuant to this Registration Statement is being passed upon by J.
Kendall Huber, Vice President and Deputy General Counsel for the Registrant. As
of December 8, 1995, Mr. Huber owns shares of Common Stock and options to
acquire such shares aggregating less than 0.1% of the Registrant's outstanding
Common Stock.
Item 6. Indemnification of Directors and Officers.
The Charter of the Registrant provides for indemnification and
limitation of liability of directors and officers of the Registrant as follows:
The Corporation shall indemnify (a) its directors to the full
extent provided by the General Laws of the State of Maryland now or hereafter in
force, including the advance of expenses under the procedures provided by such
laws; (b) its officers to the same extent it shall indemnify its directors; and
(c) its officers who are not directors to such further extent as shall
be authorized by the Board of Directors and be consistent with law. The
foregoing shall not limit the authority of the Corporation to indemnify other
employees and agents consistent with law.
* * *
To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer of this
Corporation shall be personally liable to the Corporation or its stockholders
for money damages. No amendment of the Charter of the Corporation or repeal of
any of its provisions shall limit or eliminate the benefits provided to
directors and officers under this provision with respect to any act or omission
which occurred prior to such amendment or repeal.
* * *
The Maryland General Corporation Law provides that a corporation may indemnify
any director made a party to a proceeding by reason of service in that capacity
unless it is established that: (1) the act or omission of the director was
material to the matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty, or (2)
the director actually received an improper personal benefit in money, property
or services, or (3) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. To the
extent that a director has been successful in defense of any proceeding, the
Maryland General Corporation Law provides that he shall be indemnified against
reasonable expenses incurred in connection therewith. A Maryland corporation
may indemnify its officers to the same extent as its directors and to such
further extent as is consistent with law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Description of Shareholder Rights Plan (incorporated by
reference to Form 8-A filed September 21, 1987).
5 Opinion and Consent of Counsel Regarding the Legality of the
shares of Common Stock.
15 Acknowledgment of Ernst & Young, LLP
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5 above).
24 Power of Attorney.
28 Information From Reports Furnished to State Insurance Regulatory
Authorities (incorporated by reference to the Registrant's
Annual Report on Form 10-K/A for the year ended December 31,
1994).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Paragraphs (l)(i) and (l)(ii) above do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland on the 8th day of
December, 1995.
USF&G CORPORATION
By: /s/ Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-
8 Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Date: December 8, 1995 /s/ Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
Date: December 8, 1995 /s/ Dan L. Hale
Dan L. Hale
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
A majority of the Board of Directors (H. Furlong Baldwin, Michael J.
Birck, Norman P. Blake, Jr., George L. Bunting, Jr., Robert E. Davis, Dale F.
Frey, Robert E. Gregory, Jr., Robert J. Hurst, Wilbur G. Lewellen, Henry A.
Rosenberg, Jr., Larry P. Scriggins, Anne M. Whittemore, and R. James Woolsey).
Date: December 8, 1995 By: /s/ John A. MacColl
John A. MacColl
Attorney-In-Fact
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4 Description of Shareholder Rights Plan (incorporated by
reference to Form 8-A filed September 21, 1987)
5 Opinion and Consent of Counsel Regarding the Legality 10
of the Shares of Common Stock
15 Acknowledgment of Ernst & Young, LLP 11
23.1 Consent of Independent Auditors 12
23.2 Consent of Counsel (included in Exhibit 5 above) ----
24 Power of Attorney 13
28 Information Reports Furnished to
State Insurance Regulatory Authorities See note (1)
________________________________
(1) Incorporated by reference to the Registrant's Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1994.
EXHIBIT 5
December 8, 1995
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
I am the duly elected and acting Vice President-Deputy General Counsel
of USF&G Corporation (the "Corporation") and I have acted as counsel to the
Corporation in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") registering 190,000 shares of Common Stock issuable
upon the exercise of Discover Re Managers, Inc. ("Discover Re") Nonqualified
Stock Options (the "Option Shares").
I have examined copies of the Corporation's Articles of Incorporation,
as amended, By-Laws, the Agreement and Plan of Merger, dated as of January 12,
1995 (the "Merger Agreement"), by and among the Corporation, Java Merger Corp.,
a wholly-owned subsidiary of the Corporation, Discover Re and the stockholders
of Discover Re, all resolutions adopted by the Corporation's Board of Directors
relating to the above referenced merger and other records and documents that I
have deemed necessary for the purpose of this opinion. I have also examined
such other documents, papers, statutes and authorities as I have deemed
necessary to form a basis for this opinion. In my examination, I have assumed
the genuineness of all signatures and the conformity to original documents of
all copies submitted to me. As to various questions of fact material to my
opinion, I have relied on statements and certificates of officers and
representatives of the Corporation and others.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of
Maryland.
2. The Option Shares have been duly authorized and will be (when
issued, sold and delivered as authorized) validly issued, fully paid an
non-assessable.
I am an attorney admitted to the Bar of the State of Maryland. The
opinions set forth herein are limited to matters governed by the laws of the
State of Maryland and the Federal Laws of the United States of America, and I
express no opinion as to any other laws.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under Item 5 of this
Registration Statement.
Very truly yours,
/s/ J. Kendall Huber
EXHIBIT 15
Acknowledgment of Independent Auditors
We are aware of the incorporation by reference in the Registration
Statement (Form S-8) of USF&G Corporation 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 6, 1995
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8)of USF&G Corporation, pertaining to the Discover Re Nonqualified Stock
Options of our report 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 6, 1995
EXHIBIT 24
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officers
and Directors of USF&G Corporation, a Maryland corporation (the "Corporation"),
hereby constitute and appoint Norman P. Blake, Jr., Dan L. Hale and John A.
MacColl of Baltimore City, Maryland, and each of them, the true and lawful
agents and attorneys-in-fact of the undersigned with full power and
authority in said agents and attorneys-in-fact, and in any one or more of them,
to sign for the undersigned and in their respective names as Officers and as
Directors of the Corporation, a Registration Statement on Form S-8 relating to
the shares of Common Stock issuable upon (i) the exercise of outstanding stock
options under the Discover Re Managers, Inc. ("Discover Re") Nonqualified Stock
Option Plan and (ii) the exercise of outstanding warrants by certain employees
of Discover Re (or any and all amendments, including post-effective
amendments, to such Registration Statement) and file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and with full power of substitution; hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 8th day of December, 1995.
Signature Title
Director, Chairman of the Board,
/s/ Norman P. Blake, Jr. President and Chief Executive Officer
Norman P. Blake, Jr.
Executive Vice President,
/s/ Dan L. Hale Chief Financial Officer and
Dan L. Hale Principal Accounting Officer
/s/ H. Furlong Baldwin Director
H. Furlong Baldwin
/s/ Michael J. Birck Director
Michael J. Birck
/s/ George L. Bunting, Jr. Director
George L. Bunting, Jr.
/s/ Robert E. Davis Director
Robert E. Davis
/s/ Dale F. Frey Director
Dale F. Frey
/s/ Robert E. Gregory, Jr. Director
Robert E. Gregory, Jr.
/s/ Robert J. Hurst Director
Robert J. Hurst
/s/ Wilbur G. Lewellen Director
Wilbur G. Lewellen
/s/ Henry A. Rosenberg, Jr. Director
Henry A. Rosenberg, Jr.
/s/ Larry P. Scriggins Director
Larry P. Scriggins
/s/ Anne M. Whittemore Director
Anne M. Whittemore
/s/ R. James Woolsey Director
R. James Woolsey
