SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) --
September 12, 1994
USLICO CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 0-12694 54-1278620
(State of (Commission File No.) (I.R.S. Employer
Incorporation) Identification No.)
4601 North Fairfax Drive; Arlington Virginia 22203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (703) 875-3600
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USLICO CORPORATION
Item 5. Other Events.
On September 12, 1994, USLICO Corporation ("USLICO")
announced that it had entered into an agreement with The NWNL
Companies, Inc. ("NWNL"), a Delaware corporation, providing for
the statutory merger of USLICO with and into NWNL. On September
12, 1994, a shareholder of USLICO filed a lawsuit, captioned
Miriam Brown v. USLICO Corp., et al., in the Circuit Court of
Arlington County, Virginia, naming as defendants USLICO,
individuals who are directors and/or officers of USLICO, and
NWNL. Plaintiff alleges that she is a shareholder of USLICO and
purports to bring the action on behalf of a class consisting of
all shareholders of USLICO for breach of fiduciary duty in
connection with the proposed merger. Plaintiff alleges that the
proposed merger is "wrongful, unfair and harmful" to USLICO's
public shareholders and that the defendants failed to undertake
an adequate evaluation of USLICO's worth as a merger candidate
and to take adequate steps to enhance USLICO's value. Plaintiff
alleges that NWNL is an aider and abetter with respect to the
alleged breach of fiduciary duty by the other defendants.
Plaintiff seeks an order permitting the action to be maintained
as a class action, preliminarily and permanently enjoining the
proposed merger, awarding compensatory damages, attorney fees and
such other relief as the court may grant. USLICO believes
plaintiff's claims lack merit.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
USLICO CORPORATION
BY: JEFFREY P. HAHN
SENIOR VICE PRESIDENT, GENERAL
COUNSEL & SECRETARY
DATE: OCTOBER 25, 1994
