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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FINAL AMENDMENT
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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USF&G CORPORATION
(Name of Issuer)
USF&G CORPORATION
THE ST. PAUL COMPANIES, INC.
(Name of Person(s) Filing Statement)
ZERO COUPON CONVERTIBLE
SUBORDINATED NOTES DUE 2009
OF USF&G CORPORATION
(Title of Class of Securities)
903290-AD6
(CUSIP Number of Class of Securities)
JOHN F. HOFFEN
CORPORATE SECRETARY
USF&G CORPORATION
6225 CENTENNIAL WAY
BALTIMORE, MARYLAND 21209
(410) 547-3000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person(s) Filing Statement)
Copies to:
BRUCE A. BACKBERG JOSEPH B. FRUMKIN
SENIOR VICE PRESIDENT AND CHIEF LEGAL COUNSEL SULLIVAN & CROMWELL
THE ST. PAUL COMPANIES, INC. 125 BROAD STREET
385 WASHINGTON STREET NEW YORK, NEW YORK 10004
ST. PAUL, MINNESOTA 55102 (212) 558-4000
(612) 310-7911
MAY 15, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
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INTRODUCTION
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This Final Amendment to Rule 13e-4 Issuer Tender Offer Statement on
Schedule 13E-4, filed with the Securities and Exchange Commission on May 15,
1998, is being filed pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended, and Rule 13e-4 thereunder, to report the results of the change
of control offer (the "Offer") by USF&G Corporation, a Maryland corporation
("USF&G") and a wholly owned subsidiary of The St. Paul Companies, Inc., a
Minnesota corporation ("St. Paul"), to purchase for cash, on the terms and
subject to the conditions set forth in the Change of Control Notice and Offer to
Purchase dated May 15, 1998, (the "Offer to Purchase") and the related Letter of
Transmittal (the "Letter of Transmittal"), any and all of the outstanding Zero
Coupon Convertible Subordinated Notes due 2009 of USF&G (the "Notes"). Copies of
the Offer to Purchase and the related Letter of Transmittal were previously
filed as exhibits (a)(1) and (a)(2) to the Rule 13e-4 Issuer Tender Offer
Statement on Schedule 13E-4 on May 15, 1998. The Offer commenced on May 15, 1998
and ended at 5:00 p.m., New York City time on June 15, 1998.
None of the holders of Notes tendered their Notes.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
USF&G CORPORATION
By: /s/ John F. Hoffen, Jr.
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Name: John F. Hoffen, Jr.
Title: Corporate Secretary
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
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Name: Bruce A. Backberg
Title: Senior Vice President and
Chief Legal Counsel
Dated: June 16, 1998
