FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number 3235-0104
EXPIRES: SEPTEMBER 30, 1998
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE......0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
The St. Paul Companies, Inc.
(Last) (First) (Middle)
385 Washington Street
(Street)
St. Paul MN 55102
(City) (State) (Zip)
2. Date of Event Requiring Statement
(Month/Day/Year)
1/19/98
3. IRS or Social Security Number of Reporting Person (Voluntary)
41-0518860
4. Issuer Name AND Ticker or Trading Symbol
USF&G Corporation (FG)
5. Relationship of Reporting Person to Issuer (Check all applicable)
___ Director _x_ 10% Owner
___ Officer (give title below) ___ Other (specify below)
____________________________________________________________
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
_x_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
<PAGE>
FORM 3 (CONTINUED)
TABLE I-- NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect Beneficial Ownership
(Instr. 4) Beneficially Owned Form: Direct (D) (Instr. 5)
(Instr. 4) or Indirect (I)
(Instr. 5)
<S> <C> <C> <C>
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting person, see
Instruction 5(b)(v). (Over)
SEC 1473 (7-96)
<PAGE>
FORM 3 (CONTINUED)
TABLE II-- DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<TABLE>
<CAPTION>
1. Title of 2. Date Exercisable 3. Title and Amount of 4. Conversion or 5. Ownership Form 6. Nature of
Derivative and Expiration Securities Underlying Exercise Price of Derivative Indirect
Security Date Derivative Security of Derivative Security: Direct Beneficial
(Instr. 4) (Month/Day/Year) (Instr. 4) Security (D) or Indirect Ownership
(I) (Instr. 5) (Instr. 5)
Date Expira- Title Amount or
Exer- tion Number of
cisable Date Shares
<S> <C> <C> <C> <C> <C> <C> <C>
Option to purchase common + + Common 23,181,596+ $22.00/ D N/A
stock stock, share
par value
$2.50 per
share, of
USF&G
Corporation
</TABLE>
Explanation of Responses:
+ Beneficial ownership of 23,181,596 shares (subject to adjustment as
provided in the Stock Option Agreement (as defined below)) of common stock,
par value $2.50 per share, of USF&G Corporation ("USF&G") is being reported
hereunder solely as a result of the Stock Option Agreement, dated as of January
19, 1998 (the "Stock Option Agreement"), between The St. Paul Companies, Inc.
("St. Paul") and USF&G. The option granted pursuant to the Stock Option
Agreement (the "Option") may be exercised, in whole or in part, only upon the
occurrence of certain events as set forth in the Stock Option Agreement, none of
which has occurred as of the date hereof. The Option expires upon the
occurrence of certain events as set forth in the Stock Option Agreement. St.
Paul expressly disclaims ownership of the shares of USF&G common stock issuable
upon exercise of the Option.
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg 1/28/98
---------------------- --------
Name: Bruce A. Backberg Date
Title: Senior Vice President, Chief Legal
Counsel and Corporate Secretary
**Signature of Reporting Person
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, See Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
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SEC 1473 (7-96)
