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The Exhibit Index begins on page 5
As filed with the Securities and Exchange Commission on May 23, 1996
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USF&G CORPORATION
(Exact name of issuer as specified in its charter)
MARYLAND 52-1220567
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 LIGHT STREET
21202
BALTIMORE, MARYLAND (Zip Code)
(Address of principal executive offices)
1994 STOCK PLAN FOR EMPLOYEES OF USF&G
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
JOHN A. MACCOLL, ESQUIRE JOHN F. HOFFEN, JR., ESQUIRE
USF&G CORPORATION USF&G CORPORATION
100 LIGHT STREET 100 LIGHT STREET
BALTIMORE, MARYLAND 21202 BALTIMORE, MARYLAND 21202
(410) 547-3000 (410) 547-3000
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<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price per aggregate offering Amount of
be registered registered share price registration fee
Common Stock (par 1,000,000 shares $15.50* $15,500,000* $5,345.00*
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 closing price of USF&G Corporation Common Stock reported on the New
York Stock Exchange on May 21, 1996 (i.e., $15.50).
</TABLE>
<PAGE>
STATEMENT REQUIRED
IN ACCORDANCE WITH INSTRUCTION E TO FORM S-8
The purpose of this registration statement on Form S-8 is to register
an additional 1,000,000 shares for issuance pursuant to the terms of the 1994
Stock Plan for Employees of USF&G (hereinafter referred to as the "Plan"). The
contents of the earlier registration statement for this Plan, filed on September
29, 1994, Registration No. 33-55671, are hereby incorporated by reference into
this registration statement.
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 May 22, 1996, Mr. Huber owns shares of Common Stock and options to acquire
such shares aggregating less than 0.1% of the Corporation's outstanding Common
Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there- unto duly
authorized, in the City of Baltimore, State of Maryland on the 22nd day of May,
1996.
USF&G CORPORATION
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By: /s/ Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned Officers and Directors of USF&G Corporation, a Maryland
corporation (the "Corporation"), hereby constitute and appoint Norman P. Blake,
Jr., Dan L. Hale and John A. MacColl of Baltimore City, Maryland, and each of
them, the true and lawful agents and attorneys-in-fact of the undersigned with
full power and authority in said agents and attorneys-in-fact, and in any one or
more of them, to sign for the undersigned and in their respective names as
Officers and as Directors of the Corporation, a Registration Statement on Form
S-8 relating to the proposed issuance of shares of Common Stock and other
securities to employees of the Corporation and its subsidiaries (or any and all
amendments, including post-effective amendments, to such Registration Statement)
and file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and with full power of
substitution; hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 22nd day of May, 1996.
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SIGNATURE TITLE
Director, Chairman of the Board,
/s/ Norman P. Blake, Jr. Chief Executive Officer, and President
Norman P. Blake, Jr.
Executive Vice President, Chief Financial
Officer (Principal Financial Officer and
/s/ Dan L. Hale Accounting Officer)
Dan L. Hale
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SIGNATURE TITLE
/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
SIGNATURE TITLE
/s/ Anne M. Whittemore Director
Anne M. Whittemore
/s/ R. James Woolsey Director
R. James Woolsey
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4 Description of Shareholder Rights Plan (incorporated by
reference to Form 8-A filed September 21, 1987)
5 Opinion and Consent of Counsel Regarding the Legality
of the Shares of Common Stock 7
23.1 Consent of Independent Auditors 8
23.2 Consent of Counsel (included in Exhibit 5 above)
28 Information Reports Furnished to
State Insurance Regulatory Authorities See note (1)
- --------------------------------
(1) Incorporated by reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
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EXHIBIT 5
May 22, 1996
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
Gentlemen:
I am the duly elected and acting Vice President-Deputy General Counsel
of USF&G Corporation (the "Corporation") and I have acted as counsel to the
Corporation in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") registering 1,000,000 shares of Common Stock, par
value $2.50 per share, of the Corporation (the "Common Stock") for issuance
pursuant to the 1994 Stock Plan for USF&G Employees (the "Plan").
In this capacity, I have examined (i) the charter and by-laws of the
Corporation, (ii) the corporate proceedings authorizing the issuance of
1,000,000 shares of Common Stock pursuant to the Plan, (iii) the Plan, and (iv)
such other documents and instruments as I have considered necessary in the
rendering of the opinions hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
1.` The Corporation has been duly incorporated and is a validly
existing corporation in good standing under the laws of the State of Maryland.
2. Upon issuance of shares of Common Stock pursuant to the Plan, such
shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the reference to me under Item 5 of this
Registration statement.
Very truly yours,
\s\ J. Kendall Huber
J. Kendall Huber
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
USF&G Corporation
We are aware of the incorporation by reference in this Registration
Statement (Form S-8) of USF&G Corporation for the registration of 1,000,000
shares of its common stock and our report dated May 14, 1996, relating to the
unaudited consolidated interim financial statements of USF&G Corporation which
is included in its Form 10-Q for the quarter ended March 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not
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
May 21, 1996
