SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT TO A REGISTRATION STATEMENT
ON FORM 8-A
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
USF&G CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland 52-1220567
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation)
6225 Smith Avenue Baltimore, Maryland 21209
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 410-547-3000
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered:
On September 18, 1987, the Board of Directors (the "Board of Directors")
of USF&G CORPORATION (the "Company"), declared a dividend of one preferred share
purchase right (each a "Right") for each outstanding Common Share, par value
$2.50 per share, of the Company (a "Common Share"), payable to shareholders of
record on October 15, 1987. On February 26, 1997, the Board extended the term of
the Rights to October 14, 2007, and approved a number of amendments to and
restated the Amended and Restated Rights Agreement, dated as of March 11, 1997
(the "Rights Agreement") between the Company and The Bank of New York, as
successor Rights Agent (the "Rights Agent"). The key provisions of the
amendments extend the expiration date of the Rights Agreement to October 14,
2007, decrease the exercise price of the Rights to $105, reduce to 15% the
percentage ownership threshold at which the Rights issued pursuant to the Rights
Agreement will become exercisable and convert into the right to purchase Common
Shares with a value equal to twice the exercise price, require "disinterested
directors" of the Board (as herein defined) to approve certain actions under the
Rights Agreement and permit the Board of Directors to exchange the Rights for
Common Shares under certain circumstances.
Until the earlier to occur of (i) 10 days (or such later date as
may be determined by Valid Board Action (as herein defined)) following a public
announcement that an "Acquiring Person" acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding Common Shares or
(ii) 10 business days (or such later date as may be determined by Valid Board
Action) following the commencement or announcement of an intention of any person
to make a tender offer or exchange offer the consummation of which would result
in such person becoming the beneficial owner of 15% or more of such outstanding
Common Shares (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by such Common Share certificate with a copy of a
Summary of Rights or Amended and Restated Summary of Rights attached thereto.
Acquiring Person is defined as any person or group of affiliated or associated
persons, other than employee benefit plans of the Company and its subsidiaries,
who has acquired beneficial ownership of 15% or more of the outstanding Common
Shares. Valid Board Action is defined as the affirmative vote of a majority of
the entire Board of Directors, which includes the concurrence of one or more
members of the Board of Directors who is not an Acquiring Person or an
affiliate, associate or representative thereof, or an affiliate, associate or
representative of a person who has stated an intent to take any action which
would result in such person becoming an Acquiring Person (the foregoing a
"Disinterested Director") through the affirmative vote of a majority of the
Disinterested Directors. The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Share certificates issued after March 14, 1997 upon transfer
or new issuance of the Common Shares will contain a notation incorporating the
Rights Agreement by reference. Until the Distribution Date (or earlier
redemption, exchange or expiration of the Rights), the surrender for transfer of
any certificates for Common Shares outstanding, even without such notation or a
summary description of the Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on October 14, 2007, unless earlier redeemed or exchanged by
the Company as described below.
The Purchase Price payable, and the number of Common Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for Common Shares or convertible securities at less than
the current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends out of earnings or retained earnings or
dividends payable in Preferred Shares) or of subscription rights or warrants
(other than those referred to above).
No adjustment in the Purchase Price will be required until
cumulative adjustments require an adjustment of at least 1% of such Purchase
Price. No fractional Common Shares will be issued and in lieu thereof, a payment
in cash will be made based on the market price of the Common Shares on the last
trading date prior to the date of exercise.
In the event that any person becomes the beneficial owner of 15%
or more of the Company's Common Shares and hence an Acquiring Person (other than
pursuant to a cash tender offer for all outstanding shares which is determined
by Valid Board Action to be fair and otherwise in the best interest of the
Company and its stockholders) (a "Flip-In Event"), proper provision will be made
so that each holder of a Right, other than Rights that are or were beneficially
owned by the Acquiring Person and certain other related persons (which will
thereafter be void), will thereafter have the right to receive upon exercise and
payment of the Purchase Price that number of Common Shares having a market value
of two times the exercise price of the Right (or Preferred Shares if so elected
by the Board of Directors). Rights are not exercisable following the occurrence
of a Flip-In Event until such time as the Rights are no longer redeemable by the
Corporation as set forth below. At any time after a Distribution Date, in the
event that the Company were acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power were
sold, proper provision will be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof and payment of
the Purchase Price at the then current exercise price of the Right, that number
of shares of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the exercise price of the
Right.
At any time until ten days following the date a person becomes
an Acquiring Person (or such later date as designated by Valid Board Action),
the Company, by Valid Board Action, may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The right of
redemption also may be reinstated under certain circumstances described in the
Rights Agreement, including if a term, provision, covenant or restriction of the
Rights Agreement is held by a court or other authority to be invalid, void or
unenforceable. Under no circumstances following the occurrence of a Flip-In
Event may the Rights be exercised prior to the expiration of the Company's right
of redemption. Immediately upon Valid Board Action by the Board of Directors
ordering redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
At any time after any person becomes an Acquiring Person, the
Board of Directors of the Company may, at its option, by Valid Board Action,
exchange all or part of the then outstanding and exercisable Rights (excluding
Rights of an Acquiring Person that have become void) for Common Shares at an
exchange ratio of one Common Share per Right, appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof. Notwithstanding the foregoing, the Board of Directors shall not be
empowered to effect such exchange at any time after any Acquiring Person,
together with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the Common Shares then outstanding.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to stockholders or to the Company, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Common Stock (or other consideration) of the
Company or for common stock of the acquiring company as set forth above.
Other than an amendment to those provisions relating to the
principal economic terms of the Rights or to shorten the final expiration date
of the Rights Agreement, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company by Valid Board Action prior to
the Distribution Date, including, without limitation, any amendment deemed to be
necessary or appropriate in light of any judicial or other legal developments,
whether or not binding precedent in respect of the Rights Agreement. After the
Distribution Date, the provisions of the Rights Agreement may be amended by the
Board by Valid Board Action in order to cure any ambiguity, to make changes
which do not adversely affect the interest of holders of Rights (excluding the
interests of any Acquiring Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to lengthen the
time period governing redemption shall be made at such time as the Rights are
not redeemable. Without limiting any of the foregoing, at any time prior to a
Person (other than certain employee benefit plans of the Company) becoming an
Acquiring Person, the Board may amend the Rights Agreement to lower the
threshold for exercisability of the Rights (and the determination of the
existence of an Acquiring Person) from 15% to any percentage greater than the
greater of (i) the largest percentage of outstanding Common Shares then known to
the Company to be beneficially owned by any Person or group of affiliated or
associated persons (other than employee benefit plans of the Company and its
subsidiaries) and (ii) 10%.
A copy of the Rights Agreement has been filed with the
Securities and Exchange Commission as an Exhibit to the Company's Current Report
on Form 8-K dated March 13, 1997. A copy of the Rights Agreement is available
free of charge from the Company. This summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, as amended from time to time, which is hereby incorporated
herein by reference.
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Item 2. Exhibits.
4. Amended and Restated Rights Agreement between the
Company and The Bank of New York, as Rights Agent,
dated as of March 11, 1997, which includes as Exhibit B
the Form of Right Certificate. Pursuant to the Rights
Agreement, Right Certificates will not be mailed until
as soon as practicable after the earlier of the tenth
day following announcement that a person or group has
acquired beneficial ownership of 15% or more of the
Common Shares or the tenth business day after a person
commences or announces its intention to commence an
offer the consummation of which would result in a
person beneficially owning 15% or more of the Common
Shares. In either case the ten (10) day time period is
subject to extension by Valid Board Action.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
USF&G CORPORATION
By: /s/ DAN L. HALE
Dan L. Hale
Executive Vice President -
Chief Financial Officer
Date: March 14, 1997
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EXHIBIT INDEX
Exhibit Description
4.** Amended and Restated Rights Agreement between the Company and
The Bank of New York, as Rights Agent, dated as of
March 11, 1997, which includes as Exhibit B the Form of
Right Certificate. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until as soon as
practicable after the earlier of the tenth day following
announcement that a person or group has acquired beneficial
ownership of 15% or more of the Common Shares or the tenth
business day after a person commences or announces its
intention to commence an offer the consummation of which
would result in a person beneficially owning 15% or more of
the Common Shares. In either case the ten (10) day time
period is subject to extension by Valid Board Action.
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** Incorporated by reference to the Company's Current Report on
Form 8-K dated March 13, 1997.
