As filed with the Securities and Exchange Commission on December 17, 1997
Registration No. 333-______
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)
6225 Centennial Way 21209
Baltimore, Maryland (Zip Code)
(Address of principal executive offices)
USF&G Corporation Stock Incentive Plan of 1997
(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
6225 Centennial Way 6225 Centennial Way
Baltimore, Maryland 21209 Baltimore, Maryland 21209
(410) 547-3000 (410) 547-3000
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price per aggregate
be registered registered share (2) offering price
- ----------------------- --------------- ------------------ ----------------
Common Stock, par value 7,500,000 share $21.75 $163,125,000.00
$2.50 per share (1)
Amount of
registration fee
- ----------------
$49,426.00 (2)
(1) Includes Preferred Share Purchase Rights. Prior to the occurrence of
certain events, the Rights will not be exercisable or evidenced separately
from the Common Stock.
(2) Estimated 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 11,
1997 (i.e., $21.75).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in the Form S-8 pursuant to Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the year ended
December 31, 1996;
(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 Registrant
document referred to in (a) above; and
(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 this 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 12, 1997, 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. Mr. Huber is a participant in the Stock Incentive Plan of 1997.
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/A filed March 14, 1997).
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.
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.
<PAGE>
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 12th day of
December, 1997.
USF&G CORPORATION
By: /s/ JOHN A. MACCOLL
----------------------------------------
John A. MacColl
Executive Vice President
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 12, 1997 /s/ JOHN A. MACCOLL
----------------------------------------
John A. Macoll
Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
Date: December 12, 1997 /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, Paul B. Ingrey, Wilbur G.
Lewellen, Kenneth M. Duberstein, Larry P. Scriggins, Anne M. Whittemore, and R.
James Woolsey).
Date: December 12, 1997 By: /s/ JOHN A. MACCOLL
----------------------------------------
John A. MacColl
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4 Description of Shareholder Rights Plan See Note (1)
5 Opinion and Consent of Counsel Regarding the Legality 8
of the Shares of Common Stock
15 Acknowledgment of Ernst & Young, LLP 10
23.1 Consent of Independent Auditors 11
23.2 Consent of Counsel (included in Exhibit 5 above) ----
24 Power of Attorney 12
- --------------------------------
Note
(1) Incorporated by reference to Form 8-A/A filed March 14, 1997.
<PAGE>
EXHIBIT 5
December 12, 1997
USF&G Corporation
6225 Centennial Way
Baltimore, Maryland 21209
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 7,500,000 shares of Common Stock issuable
pursuant to the exercise of stock options or other awards granted under the
Stock Incentive Plan of 1997 (the "Plan Shares").
I have examined copies of the Corporation's Articles of Incorporation,
as amended, By-Laws, the Stock Incentive Plan of 1997, all resolutions adopted
by the Corporation's Board of Directors relating to the above 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 Plan Shares have been duly authorized and will be (when issued,
sold and delivered as authorized) validly issued, fully paid and
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
J. Kendall Huber
Vice President-Deputy General Counsel
<PAGE>
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, pertaining to the USF&G Corporation
Stock Incentive Plan of 1997 of our reports dated May 14, 1997, August 8, 1997,
and November 11, 1997 relating to the unaudited condensed consolidated interim
financial statements of USF&G Corporation which are included in its Forms 10-Q
for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997,
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 15, 1997
<PAGE>
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 USF&G Corporation Stock Incentive
Plan of 1997 of our report dated February 21, 1997, with respect to the
consolidated financial statements and schedules of USF&G Corporation included or
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Baltimore, Maryland
December 15, 1997
<PAGE>
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, 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 Common Stock and other securities pursuant to the exercise of stock
options or other awards granted under the Stock Incentive Plan of 1997 (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 12th day of December, 1997.
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 Financial Officer and
/s/ DAN L. HALE Principal Accounting Officer
- -----------------------------------
Dan L. Hale
/s/ H. FURLONG BALDWIN Director
- -----------------------------------
H. Furlong Baldwin
/s/ MICHAEL J. BIRCK Director
- -----------------------------------
Michael J. Birck
/s/ GEORGE L. BUNTING, JR. Director
- -----------------------------------
George L. Bunting, Jr.
/s/ ROBERT E. DAVIS Director
- -----------------------------------
Robert E. Davis
/s/ KENNETH M. DUBERSTEIN Director
- -----------------------------------
Kenneth M. Duberstein
/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/ LARRY P. SCRIGGINS Director
- -----------------------------------
Larry P. Scriggins
/s/ ANNE M. WHITTEMORE Director
- -----------------------------------
Anne M. Whittemore
/s/ R. JAMES WOOLSEY Director
- -----------------------------------
R. James Woolsey
