As filed with the Securities and Exchange Commission on December 7, 1995
Registration No. 33-63333
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3/A
AMENDMENT NO. 2 TO
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
100 Light Street
Baltimore, Maryland 21202
(410) 547-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
John A. MacColl, Esq.
Senior Vice President - General Counsel
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
(410) 547-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this
Registration Statement as determined in light of
market conditions and other factors
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /xx/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
/_____/ _____
If this Form is a post effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /____/ _____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
/_____/ _____
This filing contains 11 sequentially numbered pages. Exhibit index
appears on page II-1.
5,837,878 Shares
USF&G CORPORATION
COMMON STOCK
($2.50 par value)
All of the shares of USF&G Corporation ("USF&G" or the "Corporation")
Common Stock, par value $2.50 per share (the "Common Stock") being offered
hereby (the "Shares") are outstanding shares or shares issuable upon exercise of
outstanding warrants (the "warrants"). The shares offered hereby may be offered
and sold from time to time after the date of this Prospectus by certain
shareholders of the Corporation named herein under "Selling Shareholders."
The Shares may, from time to time, be offered for sale and sold in
transactions executed on the New York Stock Exchange or other exchanges on which
the shares may be traded, in the over the counter market, in negotiated
transactions or through other means. Sales may be effected at market prices
prevailing at the time of sale or at such other prices as may be negotiated.
The Corporation will not receive any proceeds from the sale of the Shares. The
Corporation's Common Stock is listed on the New York Stock Exchange under the
trading symbol "FG." On November 30, 1995, the closing price of the
Corporation's Common Stock, as reported by the New York Stock Exchange was
$17.250 per share.
The Selling Shareholders may effect such transactions by selling Shares
to a dealer affiliated with the Selling Shareholders or to or through other
dealers or directly, and any such dealers may receive compensation in the form
of discounts, concessions or commissions (which compensation, if any, is not
expected to be in excess of customary commissions). The Selling Shareholders
and any dealers that participate with the Selling Shareholders in the sales of
Shares may be deemed to be underwriters, and any compensation received by them
and any profit on the resale of Shares sold by them might be deemed to be
underwriting discounts and commissions under the Securities Act of 1933.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December 11, 1995.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH
CAROLINA NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY
OR ADEQUACY OF THE PROSPECTUS.
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained in this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Corporation or any underwriters, agents or
dealers. This Prospectus does not constitute an offer to sell or solicitation of
an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Corporation and
its subsidiaries since the date hereof or that the information contained herein
is correct at any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). This Prospectus
contains information concerning the Corporation but does not contain all of the
information set forth in the Registration Statement and exhibits thereto which
the Corporation has filed with the Commission under the Securities Act of 1933
(the "Securities Act"). Such reports, proxy and information statements,
Registration Statement and exhibits and other information filed by the
Corporation with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth St.,
N.W., Washington, D.C. 20549, and at the Regional Offices of the Commission at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy
and information statements, Registration Statement and exhibits and other
information concerning the Corporation can also be inspected at the offices of
the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
and the Pacific Stock Exchange, Inc., 301 Pine Street, San Francisco, California
94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus its
(1) Annual Report on Form 10-K/A for the year ended December 31, 1994, (2)
Quarterly Report on Form 10-Q/A for the three months ended March 31, 1995, (3)
Quarterly Report on Form 10-Q for the six months ended June 30, 1995, (4)
Quarterly Report on Form 10-Q for the nine months ended September 30, 1995, (5)
Current Reports on Form 8-K filed on January 12, 1995, January 20, 1995,
January 25, 1995, and October 12, 1995, (6) Definitive Proxy Statement filed
March 31, 1995, and (7) the description of the Corporation's Common Stock and
Shareholder Rights Plan contained in its Registration Statements filed pursuant
to Section 12 of the Exchange Act and any amendment or report filed for the
purpose of updating those descriptions.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Securities shall be deemed
to be incorporated by reference in this Prospectus and made a part hereof from
the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other document subsequently filed with the
Commission which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein (not including
the exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should
be directed to: USF&G Corporation, 100 Light Street, Baltimore, Maryland 21202,
Attention: John F. Hoffen, Jr ., Secretary, telephone (410) 547-3000.
THE CORPORATION
USF&G is a holding company whose principal subsidiaries are engaged in
writing property/casualty insurance and life insurance/annuities.
Property/casualty insurance is written primarily by United States Fidelity and
Guaranty Company, founded in 1896, and is sold through independent agents
supported by the Company's underwriting, marketing, administrative and claim
services offices located throughout the United States. Life insurance and
annuities are written primarily by Fidelity and Guaranty Life Insurance Company,
founded in 1959, and are sold throughout the United States through independent
agents, managing general agents and regional and national securities brokerage
firms. The Corporation is incorporated in Maryland, and its principal executive
office is located at 100 Light Street, Baltimore, Maryland 21202, telephone
(410) 547-3000.
DESCRIPTION OF COMMON STOCK
General
The authorized capital stock of the Corporation consists of 240,000,000
shares of common stock, $2.50 par value (the "Common Stock") and 12,000,000
shares of preferred stock, $50.00 par value, of which 3,999,910 shares are
classified as $4.10 Series A Convertible Exchangeable Preferred Stock (the
"Series A Preferred Stock"), 277,550 shares are classified as Series B
Cumulative Convertible Preferred Stock (the "Series B Preferred Stock"), and
2,400,000 shares are classified as Junior Participating Preferred Stock (the
"Junior Preferred Stock"). As of November 30, 1995, there were issued and
outstanding 119,355,000 shares of Common Stock, 3,999,910 shares of Series A
Preferred Stock and 277,550 shares of Series B Preferred Stock. The shares of
Junior Preferred Stock have been reserved for issuance in connection with the
Corporation's Shareholder Rights Plan and no shares of the Junior Preferred
Stock currently are outstanding. Additional series of Preferred Stock may be
issued by resolution of the Board of Directors. Such shares of Preferred Stock
may be issued with special voting and other rights which could hinder the
completion of any proposed tender offer, merger or other attempt to gain control
of the Corporation which is not approved by the Board of Directors.
The following summary of the terms of the Corporation's Common Stock
does not purport to be complete and is qualified in its entirety by reference to
the applicable provisions of Maryland law and the Corporation's Articles of
Incorporation, as amended (the "Charter").
The Series A Preferred Stock and Series B Preferred Stock rank on a
parity with each other and rank senior to the Junior Preferred Stock and the
Common Stock as to dividends and upon liquidation.
The Transfer Agent and Registrar for the Corporation's Common Stock,
Series A Preferred Stock, Series B Preferred Stock and Junior Preferred Stock is
The Bank of New York, New York, New York ("Bank of New York").
Voting Rights and Dividends
Each holder of Common Stock is entitled to one vote for each share of
Common Stock held. Cumulative voting for the election of directors is not
provided for in the Charter or the by-laws. Under certain circumstances,
holders of outstanding Series A Preferred Stock and Series B Preferred Stock
voting together, will have the right to elect two directors to the Corporation's
Board of Directors. Subject to the prior rights of the Series A Preferred
Stock, the Series B Preferred Stock and the Junior Preferred Stock and any other
preferred stock which may be classified and issued, the holders of the Common
Stock of the Corporation are entitled to receive, pro-rata, such dividends as
may be declared by the Board of Directors out of funds legally available
therefor, and are also entitled to share, pro-rata, in any other distribution to
shareholders. The Corporation may not declare or pay any dividends or
distributions (other than those payable in Common Stock or other securities
junior to Preferred Stock) unless full cumulative dividends on the Preferred
Stock including the Series A Preferred Stock and Series B Preferred Stock have
been paid. There are no redemption or sinking fund provisions applicable to the
Common Stock. Payment of dividends by the Corporation is not subject to
restrictions under the Maryland Insurance Code. However, payment of dividends
to the Corporation by its insurance subsidiaries is subject to certain
restrictions under Maryland and other state insurance laws. Such restrictions
as well as other contractual restrictions may limit the amount of dividends that
may be paid by the Corporation.
Rights upon Liquidation.
In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, after payment or providing for the payment of all
liabilities and amounts distributable to holders of any preferred stock, the
holders of Common Stock are entitled to share ratably in all the remaining
assets.
Shareholder Rights Plan
The Corporation has a shareholder rights plan (the "Plan") to deter
coercive or unfair takeover tactics and to prevent a potential purchaser from
gaining control of the Corporation without offering a fair price to all of the
Corporation's shareholders. Under the Plan, each outstanding share of the
Corporation's Common Stock has one preferred share purchase right (a "Right")
expiring in October, 1997. Each Right entitles the registered holder to
purchase 1/100 of a share of Junior Preferred Stock for $140. The Rights cannot
be exercised unless certain events occur that might lead to a concentration in
ownership of Common Stock. At that time, the Rights may be exercised for Common
Stock having a value of twice the exercise price . Under certain conditions,
the rights also become exercisable into shares of Common Stock of a purchaser
having a value of twice the exercise price. The Corporation will generally be
entitled to redeem the Rights, at $.05 per Right, any time before the tenth day
after a 20% position in the Corporation is acquired. The Form 8-A setting forth
a description of the Plan is an exhibit to the Registration Statement of which
this Prospectus is a part and is incorporated by reference herein.
Special Statutory Requirements for Certain Transactions
Business Combination Statute.
The Maryland General Corporation Law establishes special requirements
with respect to "business combinations" between Maryland corporations and
"interested shareholders" unless exemptions are applicable. Among other things,
the law prohibits for a period of five years a merger and other specified or
similar transactions between a company and an interested shareholder and
requires a super-majority vote for such transactions after the end of such five-
year period.
"Interested shareholders" are all persons owning beneficially, directly
or indirectly, more than 10% of the outstanding voting stock of a Maryland
corporation. "Business combinations" include any merger or similar transaction
subject to a statutory vote and additional transactions involving transfers of
assets or securities in specified amounts to interested shareholders or their
affiliates. Unless an exemption is available, transactions of these types may
not be consummated between a Maryland corporation and an interested shareholder
or its affiliates for a period of five years after the date on which the
shareholder first became an interested shareholder and thereafter may not be
consummated unless recommended by the board of directors of the Maryland
corporation and approved by the affirmative vote of at least 80% of the votes
entitled to be cast by all holders of outstanding shares of voting stock and 66-
2/3% of the votes entitled to be cast by all holders of outstanding shares of
voting stock other than the interested shareholder. A business combination with
an interested shareholder which is approved by the board of directors of a
Maryland corporation at any time before an interested shareholder first becomes
an interested shareholder is not subject to the special voting requirements. An
amendment to a Maryland corporation's charter electing not to be subject to the
foregoing requirements must be approved by the affirmative vote of at least 80%
of the votes entitled to be cast by all holders of outstanding shares of voting
stock and 66-2/3% of the votes entitled to be cast by holders of outstanding
shares of voting stock who are not interested shareholders. Any such amendment
is not effective until 18 months after the vote of shareholders and does not
apply to any business combination of a corporation with a shareholder who was an
interested shareholder on the date of the shareholder vote. The Corporation has
not adopted any such amendment to its Charter.
Control Share Acquisition Statute.
The Maryland law imposes limitations on the voting rights in a "control
share acquisition." The Maryland statute defines a "control share acquisition"
at the 20%, 33-1/3% and 50% acquisition levels, and requires a two-thirds
shareholder vote (excluding shares owned by the acquiring person and certain
members of management) to accord voting rights to stock acquired in a control
share acquisition. The statute also requires Maryland corporations to hold a
special meeting at the request of an actual or proposed control share acquirer
generally within 50 days after a request is made with the submission of an
"acquiring person statement," but only if the acquiring person (a) posts a bond
for the cost of the meeting and (b) submits a definitive financing agreement to
the extent that financing is not provided by the acquiring person. In addition,
unless the charter or by-laws provide otherwise, the statute gives the Maryland
corporation, within certain time limitations, various redemption rights if there
is a shareholder vote on the issue and the grant of voting rights is not
approved, or if an "acquiring person statement" is not delivered to the target
within 10 days following a control share acquisition. Moreover, unless the
charter or by-laws provide otherwise, the statute provides that if, before a
control share acquisition occurs, voting rights are accorded to control shares
which results in the acquiring person having majority voting power, then
minority shareholders have appraisal rights. An acquisition of shares may be
exempted from the control share statute provided that a charter or by-law
provision is adopted for such purpose prior to the control share acquisition.
There are no such provisions in the charter or by-laws of the Corporation.
Insurance Acquisitions Disclosure and Control Act.
Under the Maryland Insurance Code, unless certain filings are made with
the State Insurance Commissioner, no person may acquire any voting security or
security convertible into a voting security of an insurance holding company,
such as the Corporation, which controls one or more Maryland insurance companies
if, as a result of such acquisition, such person would "control" such insurance
holding company. The acquisition may not proceed without prior approval of the
State Insurance Commissioner unless, following the required provision of certain
information to the Commissioner, the Commissioner has not disapproved the
acquisition within 60 days. "Control" is presumed to exist if a person,
directly or indirectly, owns or controls 10% or more of the voting securities of
another person. This presumption may be rebutted by establishing by a
preponderance of evidence that control does not exist in fact.
Reference is made to the full text of the foregoing statutes for their
entire terms, and the partial summary contained in this Prospectus is not
intended to be complete.
USE OF PROCEEDS
The Corporation will not receive any proceeds from the sale of the
Shares by the Selling Shareholders. The Corporation will receive approximately
$2,553,000 in proceeds from the exercise of the Warrants (assuming all Warrants
are exercised), which proceeds will be used for general corporate purposes.
SELLING SHAREHOLDERS
The Selling Shareholders acquired the shares of Common Stock to be
offered hereby pursuant to an Agreement and Plan of Merger dated as of January
12, 1995 (the "Merger Agreement") by and among the Corporation, Java Merger
Corp., a Delaware corporation and wholly-owned subsidiary of USF&G ("Java"),
Discover Re Managers, Inc., a Delaware corporation ("Discover Re"), and the
Selling Shareholders. Pursuant to the Merger Agreement, Java was merged with
and into Discover Re on April 13, 1995, all of the issued and outstanding
capital stock of Java was canceled, and the Corporation issued to the Selling
Shareholders an aggregate of 5,359,888 shares of its Common Stock and warrants
to purchase an aggregate of 477,990 Shares of Common Stock .
Certain of the Selling Shareholders hold warrants issued by the
Corporation which, upon exercise, allow such Selling Shareholders to purchase
shares of Common Stock. Such Selling Shareholders are expected to exercise
their warrants and pay for their shares of Common Stock immediately prior to
offering such shares pursuant to this Prospectus.
The following table sets forth information concerning the number of
shares of Common Stock owned by each of the Selling Shareholders or, in the case
of the Selling Shareholders holding warrants, issuable upon exercise of such
warrants, as of November 30, 1995, the maximum number of shares offered by each
Selling Shareholder pursuant to this Prospectus, and the number of such shares
to be owned by each Selling Shareholder after completion of this offering
assuming that all shares offered hereby are sold.
Shares Shares Shares to be Owned
Beneficially Offered after Completion of
Selling Shareholder Owned(1) Hereby Offering
Allstate Insurance 91,952 91,952 0
Company
Harvey A. Appelle 2,685 2,685 0
John J. Bennett(2)(3) 8,901 8,901 0
Gregory Berg 3,624 3,624 0
Robert D. Byler(2)(3) 24,918 24,918 0
The Charles River 449,115 449,115 0
Partnership VI
The Charles River 79,264 79,264 0
Partnership VI-A
Citicorp Banking 652,650 652,650 0
Corporation
Albert F. 35,578 35,578 0
Collings(2)(3)(4)
Conning Insurance Capital 410,181 410,181 0
Limited Partnership II
Conning Insurance Capital 462,528 462,528 0
International Partners
II
Connecticut Future Fund, 183,918 183,918 0
Limited Partnership
CRICO I Limited 91,952 91,952 0
Partnership (5)
Crossroads DPT Limited 46,989 46,989 0
Partnership
Crossroads Capital II 40,277 40,277 0
Limited Partnership
Crossroads SF Limited 40,277 40,277 0
Cullinane & Donnelly 148,125 148,125 0
Venture Partners, L.P.
Scott P. Doyle(2)(3)(4)(6) 257,840 257,840 0
Trust for the Benefit of 3,020 3,020 0
Brice C. Doyle
Trust for the Benefit of 3,020 3,020 0
Chase R. Doyle
Trust for the Benefit of 3,020 3,020 0
Tyler G. R. Doyle
Eastman Memorial
Foundation 3,020 3,020 0
George L. Estes, III (2)(3)(4)(6) 263,452 263,452 0
Trust for the Benefit of 10,472 10,472 0
Derrick R. Estes
Shares Shares Shares to be Owned
Beneficially Offered after Completion of
Selling Shareholder Owned(1) Hereby Offering
Executive Risk Indemnity 276,568 276,568 0
Inc.
Frontenac VI Limited 698,875 698,875 0
Partnership
David I. Fuente 6,175 6,175 0
Barry J. Goldstein 3,087 3,087 0
Hancock Venture Partners 321,706 321,706 0
III, L.P.
John J. & Sara M.
Hendrickson 12,418 12,418 0
ISF Limited Partnership (7) 161,979 137,935 24,044
Jeflion Investment 6,712 6,712 0
Company
Charles J. Levy, Jr. &
Lorie Cowen Levy 4,698 4,698 0
Rhonda K. Miller(2)(3) 16,016 16,016 0
MFA-Masters Limited 385,134 312,416 72,718
Partnership
New England Asset 6,887 6,887 0
Management Pension and
Profit Sharing Plan
Northington Capital 20,863 20,863 0
Markets, Inc.
Prime Capital II, L.P. 91,872 91,872 0
Primus Capital Fund II 229,888 229,888 0
Limited Partnership
Primus Capital Fund III 229,888 229,888 0
Limited Partnership
Russell J. Renvyle(2)(3) 3,557 3,557 0
Robert D. Schultz(2)(3) 3,557 3,557 0
Laurie M. Shahon 4,698 4,698 0
TRP Partners 1990 13,425 13,425 0
Steven J. Tynan 24,542 24,542 0
Steven J. Tynan IRA 3,356 3,356 0
Account
Williams College Fund 91,952 91,952 0
(1) Includes Common Stock acquired pursuant to the Merger Agreement and,
where applicable, shares issuable on exercise of warrants to purchase
shares of Common Stock. Excludes options to purchase shares of Common
Stock held by the following people: John J. Bennett (22,822 shares)
Albert Collings (26,851 shares), Robert Byler (18,795 shares), Rhonda
Miller (16,782 shares), Robert Schultz (26,850 shares), Russell Renvyle
(18,795 shares).
(2) Serves as Officer of Discover Reinsurance Company, an insurance company
domiciled in Indiana and a wholly-owned subsidiary of Discover Re
Managers, Inc., which in turn is indirectly a wholly-owned subsidiary of
USF&G Corporation.
(3) Serves as Officer of Discovery Managers Ltd., a Connecticut corporation
and wholly-owned subsidiary of Discover Re Managers, Inc., which in turn
is indirectly a wholly-owned subsidiary of USF&G Corporation.
(4) Serves as Executive Officer of Discover Re Managers, Inc., Discover
Reinsurance Company and Discovery Managers, Ltd.
(5) Excludes 2,425 shares held by the controlling shareholder of the
corporate general partner of CRICO I Limited Partnership.
(6) Serves as Director of Discover Re Managers, Inc., Discover Reinsurance
Company and Discovery Managers, Ltd.
(7) Excludes approximately 240,000 shares owned by Century Shares Trust, a
mutual fund managed by Century Capital Management ("CCM"), a registered
investment adviser. CCM is also the investment adviser and general
partner to ISF Limited Partnership.
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may, from time to time, be offered
for sale and sold in transactions executed on the New York Stock Exchange or
other exchanges on which the Shares may be traded, in the over-the-counter
market, in negotiated transactions or through other means. Sales may be
effected at market prices prevailing at the time of sale or at such other prices
as may be negotiated.
The Merger Agreement contains various undertakings by the Selling
Shareholders and the Corporation. The Corporation agreed to use commercially
reasonable efforts to cause the Registration Statement of which this Prospectus
is a part to become effective 240 days after the Merger and have the Prospectus
remain effective until April 13, 1997, unless all of the Shares have previously
been sold. USF&G also agreed to pay the expenses of preparing and filing the
Registration Statement and certain other expenses of offering the Shares (other
than selling concessions or commissions and expenses of the Selling
Shareholders). The Corporation has also agreed to indemnify the Selling
Shareholders against certain liabilities, including liabilities under the
Securities Act.
At the time a particular offering of Shares is made, to the extent
required, a supplemental prospectus will be distributed which will set forth the
aggregate number of Shares offered, the purchase price and aggregate offering
price, the name or names of any agent or underwriter, and any applicable
commissions or discounts.
The Selling Shareholders and any brokers, dealers, or agents that
participate in the distribution of Shares may be deemed to be underwriters under
the Securities Act, and any compensation received by any of them and any profit
on the resale of Shares sold by them may be deemed to be underwriting discounts
and commissions under that Act.
VALIDITY OF SECURITIES
The legal validity of the Securities offered hereby will be passed upon
for the Corporation by Piper & Marbury L.L.P., Baltimore, Maryland. L. P.
Scriggins, a Director of the Corporation, is a partner of Piper & Marbury L.L.P.
As of November 30, 1995, lawyers in the firm of Piper & Marbury L.L.P.
beneficially owned in the aggregate approximately 20,000 shares of Common Stock
or Common Stock equivalents of the Corporation.
EXPERTS
The consolidated financial statements of USF&G Corporation appearing or
incorporated by reference in USF&G Corporation's Annual Report (Form 10-K/A) for
the year ended December 31, 1994 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated by reference herein. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
With respect to the unaudited condensed consolidated interim financial
information for the three-month periods ended March 31, 1995 and 1994, the three
and six-month periods ended June 30, 1995 and 1994, and the three and nine-
month periods ended September 30, 1995 and 1994 incorporated by reference in
this Registration Statement, the independent auditors have reported that they
have applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports included in USF&G's
quarterly reports on Form 10-Q/A for the quarter ended March 31, 1995, and on
Forms 10-Q for the quarters ended June 30, 1995, and September 30, 1995, and
incorporated herein by reference, state that they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their reports on such information should be restricted
considering the limited nature of the review procedures applied. The
independent auditors are not subject to the liability provisions of Section 11
of the Securities Act for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part" of the
Registration Statement prepared or certified by the auditors within the meaning
of Sections 7 and 11 of the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit Number Exhibit
4 Description of Shareholder Rights Plan (incorporated
by reference to Form 8-A, filed September 21, 1987).
5 Opinion and Consent of Piper & Marbury,
L.L.P. as to Legality. (incorporated
by reference to Form S-3, File No. 33-63333,
filed October 11, 1995).
15 Acknowledgment of Ernst & Young LLP (incorporated by
reference to Amendment No. 1 to Form S-3, File No.
33-63333, filed December 4, 1995).
23.1 Consent of Ernst & Young LLP (incoporated by reference
to Amendment No. 1 to Form S-3, File No. 33-63333,
filed December 4, 1995).
23.2 Consent of Piper & Marbury, L.L.P. (included
in Exhibit 5).
24 Power of Attorney of the Board of Directors
(incorporated by reference to Form S-3, File No.
33-63333, filed October 11, 1995).
28 Information from Reports Furnished to State
Insurance Regulatory Authorities
(incorporated by reference to Exhibit 28
to the Corporation's 1994 Annual Report
on Form 10-K/A, File No. 1-8233).
Item 17. Undertakings.
(a) 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 the Registration Statement; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8, and 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 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the 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.
(b) The undersigned Registrant undertakes hereby that, for purposes
of determining liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 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.
(c) 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.
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-3 and has duly caused this Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore, State of
Maryland, on December 6, 1995.
USF&G CORPORATION
By:/s/Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
December 6, 1995 By:/s/Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
December 6, 1995 By:/s/Dan L. Hale
Dan L. Hale
Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting
Officer)
Board of Directors:
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, Wilbur G. Lewellen, Henry A.
Rosenberg, Jr., Larry P. Scriggins, Anne M. Whittemore, and R. James Woolsey).
December 6, 1995 By:/s/Norman P. Blake, Jr.
Norman P. Blake, Jr.
(for himself and as attorney-in-fact)