As filed with the Securities and Exchange Commission on October 8, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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. /XX/
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.
/-----/ -----
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share price
Common Stock 2,000,000 shares $18.375 $36,750,000.00 $11,136.00
(par value $2.50 per
share)
* Calculated 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 October 3, 1996 (i.e.,
$18.375). Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus included in this Registration Statement also relates to 386,127
shares of unsold Common Stock registered under Registration Statement No. 33-
21132.
This filing contain 25 sequentially numbered pages. Exhibit index
appears on page II-1.
USF&G CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
COMMON STOCK
($2.50 par value)
USF&G Corporation (the "Corporation") is offering to its Common
Stockholders and other first-time investors the opportunity to purchase shares
of its Common Stock, $2.50 par value ("Common Stock"), pursuant to the
Corporation's Dividend Reinvestment and Stock Purchase Plan ("Plan"). The Plan
provides investors with a convenient method to purchase or sell shares of Common
Stock. Purchases can be made through optional cash payments and by reinvesting
cash dividends in additional shares of Common Stock.
Shares of Common Stock required for the Plan may, as the option of the
Corporation, be purchased on the open market, or be issued from authorized but
unissued shares of Common Stock of the Corporation. Shares of Common Stock
purchased on the open market will be sold to participants at the average price
of such shares purchased on behalf of Plan participants on the Investment Date
(as defined herein) for such shares. Shares of Common Stock purchased directly
form the Corporation will be issued and sold at a price equal to the closing
price as reported on the New York Stock Exchange's composite transactions on
such Investment Date.
Outstanding shares of the Corporation's Common Stock are listed
on the New York Stock Exchange under the trading symbol "FG", and shares of
Common Stock received pursuant to the Plan also will be so listed. On October 3,
1996 the closing price of the Corporation's Common Stock, as reported by the New
York Stock Exchange, was $18.50 per share. The Prospectus relates to 4,500,000
shares of Common Stock offered for purchase under the Plan, approximately
2,113,873 of which have been purchased by participants prior to the date hereof.
It is recommended that this prospectus be retained for future reference.
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 October 8, 1996.
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 for the year ended December 31,
1995, (2) Quarterly Report on Form 10-Q for the three months ended March 31,
1996, (3) Quarterly Report on Form 10-Q for the six months ended June 30, 1996,
(4) Current Report on Form 8-K filed on July 24, 1996, (5) Definitive Proxy
Statement filed March 31, 1996, and (6) 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 Common Stock
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.
USE OF PROCEEDS
The Corporation does not know the number of shares of Common Stock that
will ultimately be purchased pursuant to the Plan, the extent to which shares
will be purchased directly from the Corporation rather than in the open market,
or the prices at which such shares will be purchased. The proceeds from
purchases of Common Stock directly from the Corporation under the Plan will be
used for general corporate purposes.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following, in question and answer format, are the provisions of the
Plan:
1. What is the purpose of the Plan?
The Plan provides investors with a convenient method to purchase and
sell shares of Common Stock. The Plan also provides a means of automatically
reinvesting cash dividends in additional shares of Common Stock.
2. What are the advantages of the Plan?
Interested investors who are not shareholders of record of the
Corporation's Common Stock may become participants in the Plan by making an
initial cash investment of at least $250. Participants in the Plan may make
additional investments in the Corporation's Common Stock through optional cash
purchases, subject to a minimum investment of at least $50 per investment.
Participants do not pay charges for brokerage commissions or fees on purchases
of Common Stock through the Plan. In no event may optional cash purchases exceed
$10,000 for any participant in any one quarterly dividend period (i.e., the
three month periods ending January 31, April 30, July 31 and October 31).
Participants may reinvest dividends on all or a designated number of
shares of the Corporation's Common Stock they own without any charges for
brokerage commissions or fees.
Full investment of funds is possible since purchase of fractions of
shares, as well as full shares, is permitted, and dividends on fractions will be
reinvested.
Safekeeping of shares and recordkeeping are simplified through the free
custodial service and reporting provisions of the Plan.
3. What are the disadvantages of the Plan?
Since shares of Common Stock are purchased under the Plan only on
specified Investment Dates and are sold under the Plan on dates determined by
the Administrator or its representative upon processing a participant's request
for sale, participants have no control over the prices at which shares of Common
Stock are purchased or sold for their accounts and bear the risk of fluctuations
in the market price of the Common Stock.
4. Who is the Plan Administrator?
The Bank of New York ("BNY") has been designated by the Corporation to
administer the Plan for participants, maintain records, send statements of
account to participants and perform other duties relating to the Plan. Shares
purchased under the Plan will be registered in the name of BNY (or its nominee),
as agent for each participant in the Plan, and will be credited to the accounts
of the respective participants. As record holder of the shares held in
participants' accounts under the Plan, BNY will receive dividends on all such
shares held on the dividend record date, will credit such dividends to
participants' accounts on the basis of full and fractional shares held in these
accounts, and will automatically reinvest such dividends in additional shares of
the Corporation's Common Stock.
5. Who is eligible to participate?
Any person or entity is eligible to enroll in the Plan provided that
they satisfy the enrollment procedures described below under question 6 "How
does an eligible prospective participant enroll" and in the case of citizens or
residents of a country other than the United States, its territories, and
possessions, the Corporation determines, in its sole discretion, participation
is reasonably practicable and does not violate foreign or domestic laws
applicable to the Corporation or the prospective participant.
6. How does an eligible prospective participant enroll?
After being furnished with a copy of this prospectus, eligible
applicants may join the Plan by completing and signing an enrollment form and
returning it to BNY. In order to participate in the Plan, an applicant must
either deposit one or more share certificates with BNY for safekeeping, elect to
reinvest cash dividends paid on one or more whole shares of Common Stock, or
make an initial investment. Current record stockholders should be sure to sign
their names on the enrollment form exactly as they appear on their certificates.
Non-stockholders must include a minimum initial investment of at least $250 (and
not more than $10,000) with their completed enrollment form. A beneficial owner
of shares of Common Stock registered in the name of someone else (for example, a
bank or broker) may participate directly in the Plan by having some or all of
such shares re-registered in such beneficial owner's name.
Enrollment forms will be processed as promptly as practicable.
Participation in the Plan will begin after the properly completed enrollment
form has been reviewed and accepted by BNY. Completed enrollment forms should be
sent to The Bank of New York, P.O. Box 1958, Newark, New Jersey 07101-9774.
BNY may also be reached on a toll free number at 1-800-524-4458.
A broker or nominee may participate in the Dividend Reinvestment
feature of the Plan on behalf of beneficial owners. See Question 7 below.
7. What does the Enrollment Form provide?
The enrollment form appoints BNY agent for each participant and directs
BNY to apply cash dividends and any optional cash payments a participant might
make to the purchase of additional shares in accordance with the terms of the
Plan.
The enrollment form allows each participant to indicate how the
participant wishes to participate in the Plan by checking the appropriate box. A
participant may indicate whether the participant wants to reinvest dividends
paid on all or only a designated number of shares of the Corporation's Common
Stock registered in the participant's name. Under either of these options, the
participant may also make purchases of Common Stock through optional cash
payments. In addition, a participant may indicate that the participant wishes to
participate in the Plan only through making optional cash payments, in which
case dividends on shares of Common Stock registered in the participant's name
will not be reinvested under the Plan. Regardless of the method of participation
chosen, dividends received on shares of Common Stock registered in the name of
BNY (or its nominee), as agent for participants under the Plan, will be
reinvested by BNY in additional shares of Common Stock.
A participant may change his election by written notice to BNY at the
address set forth on the back cover of this prospectus.
If you have your shares in "street name," you may ask your broker or
nominee to participate in the Plan on your behalf. In such cases, your
participation may be on terms and conditions that differ from those contained in
this prospectus and BNY will not have a record of your account.
8. What is the source of the Corporation's Common Stock purchased under
the Plan?
Shares of Common Stock will be, at the Corporation's discretion,
purchased either directly from the Corporation's unissued shares or on the open
market, or by combination of the foregoing.
9. What will be the price of Common Stock purchased under the Plan?
The price of newly issued shares of the Corporation's Common Stock
purchased by each participant with reinvested dividends or optional cash
payments will be 100% of the average of the high and low sales prices of the
shares on the relevant Investment Date (as defined in Question 11), or on the
day on which shares were traded immediately preceding the Investment Date (if
shares are not traded on that date), based on the reported prices as shown in a
summary of composite transactions in stocks listed on the New York Stock
Exchange.
In the case of purchases of the Corporation's Common Stock on the open
market, the average price will be the weighted average purchase price of shares
purchased for the relevant Investment Date (See Question 11).
Neither the Corporation nor any participant shall have any authority or
power to direct the time or price at which shares may be purchased, or the
selection of the broker or dealer through or from whom purchases are to be made.
10. How many shares will be purchased for Participants?
The number of shares to be purchased depends on the amount of a
participant's dividends to be reinvested, any optional cash payments and the
price of the shares. Each participant's account will be credited with the number
of shares, including fractional shares computed to three decimal places, equal
to participant's total amount to be invested divided by the purchase price per
share.
11. When are the funds invested?
Dividend payments and optional cash payments will be invested by the
Corporation within 35 days following receipt, except as provided by law. No
interest will be paid on funds held by the administrator pending investment in
the Plan.
Funds invested from dividend payments normally are invested on the
dividend payment date. Funds derived from optional cash payments are normally
accumulated by The Bank of New York for that calendar month and then are
invested on the relevant Investment Date.
The Investment Date in any month in which a dividend is paid is the
dividend payment date and in any other month, the last business day of such
month. Common stock dividend payment dates usually fall on the last business day
of January, April, July and October.
12. When does dividend reinvestment begin?
If the enrollment form is received by BNY on or prior to the record
date for a dividend payment, reinvestment of dividends with respect to shares
registered in the participant's name or transferred to BNY, will begin with that
dividend payment date. If the enrollment form is received after a record date,
reinvestment of dividends with respect to such shares will begin with the
dividend payment following the next record date. Reinvestment of dividends with
respect to shares purchased through optional cash payments will begin with the
dividend payment date next following the Investment Date with respect to such
shares. (See Question 13 below concerning investment of optional cash payments.)
13. Who will be eligible to make optional cash payments?
Investors who have submitted a signed enrollment form, whether or not
they have authorized the reinvestment of dividends, are eligible to make
optional cash payments. BNY will apply any optional cash payment received from a
participant before an Investment Date to the purchase on such date of shares of
the Corporation's Common Stock for the account of the participant. Any optional
cash payment received after an Investment Date will be applied on the next
succeeding Investment Date. While optional cash payments may be made at any
time, since no interest will be paid on such payments, the Corporation
recommends that they be sent so as to be received at least five days before an
Investment Date. Optional cash payments received by BNY will be returned to a
participant upon written request received by BNY at least 48 hours prior to the
Investment Date.
An initial cash payment may be made by a participant when enrolling by
enclosing a check or money order with the enrollment form in the envelope
provided. Checks or money orders should be drawn on a U.S. bank and made payable
to "BNY-USF&G". Thereafter, optional cash payments may be made through the use
of a cash payment form which will be attached to each participant's statement of
account.
Brokers or nominees participating on behalf of beneficial owners cannot
utilize the optional cash payment provision of the Plan.
14. What are the limitations on making optional cash payments?
The option to make cash payments is available at any time. The same
amount of money need not be sent each month and a participant is under no
obligation to make an optional cash payment in any month. Each optional cash
payment must be at least $250 for the initial investment by an investor not then
a shareholder, and thereafter any further optional cash payments are subject to
a minimum investment of at least $50 per investment. In no event may optional
cash payments exceed $10,000 for any participant in any one quarterly dividend
period (i.e., the three month periods ending January 31, April 30, July 31 and
October 31).
15. Will certificates be issued for shares purchased?
Unless requested by a participant, certificates for shares purchased
under the Plan will not be issued. All shares purchased will be held in the name
of BNY or its nominee for the benefit of participants. The number of shares
credited to a participant's account under the Plan will be shown on the
participant's statement of account. This service protects against loss, theft or
destruction of stock certificates.
Certificates for any number of whole shares credited to your account
under the Plan will be issued without charge upon receipt of your written
request or of your withdrawal from the Plan. Any remaining full shares and
fractional interests will continue to be credited to your account. Certificates
representing fractional interests will not be issued under any circumstances.
Each account under the Plan will be maintained in the name provided by
the participant in the enrollment form. A participant who wishes to pledge
shares credited to such participant's Plan account must first withdraw such
shares from the account.
16. What kind of reports will be sent to participants in the Plan?
Each participant will receive a statement of account for each month in
which a purchase or reinvestment was made. Each statement will contain the date
of the purchase or reinvestment, the amount of any optional cash investment or
dividend reinvestment, the purchase price per share, the number of shares
acquired, the number of shares held after such acquisition and other pertinent
information. These statements will provide a record of the cost of purchases
under the Plan and should be retained for income tax purposes. In addition, each
participant will receive the same communications sent to all stockholders.
Each participant will receive annually information on IRS Form 1099 for
reporting dividend income received.
17. Will participants be credited with dividends on fractions of shares?
Yes. Dividends with respect to fractions of shares, as well as
whole shares, will be credited to the participant's account and reinvested
in additional shares.
18. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify BNY in
writing that he wishes to withdraw. A transaction request will be provided each
quarter at the bottom of information statement furnished to each participant
which can be used for these purposes. This notice should be mailed to BNY at the
address set forth in Question 6.
When a participant withdraws from the Plan (or upon termination of the
Plan by the Corporation), a certificate for whole shares held for a participant
will be sent to the participant with a cash payment for any fraction of a share
less any brokerage commissions and any other costs of sale. Such cash payment
will be based on the closing price of the Corporation's Common Stock on the
business day the request is received by BNY (or the date of termination of the
Plan by the Corporation) as shown in a summary of composite transactions in
stocks listed on the New York Stock Exchange.
Upon withdrawal of participation in the Plan, or termination of the
Plan, a participant may also request BNY to sell all or a part of the whole
shares credited to the participant's account under the Plan. The sale of shares
on behalf of a participant who withdraws participation will be effected as soon
as possible. The proceeds of such a sale, less any applicable brokerage
commissions, any other costs of sale and transfer taxes will be remitted to the
participant.
19. When does a withdrawal from the Plan become effective?
A participant may submit a notice of withdrawal at any time. To be
effective on any given dividend payment date, instructions must be received by
BNY before the record date for that payment. If a notice of withdrawal is
received by BNY on or after the record date for a dividend payment, such notice
of withdrawal may not become effective until such dividend has been reinvested
and the shares purchased are credited to the participant's account under the
Plan. BNY, in its sole discretion, may either pay such dividend in cash or
reinvest it in shares on behalf of the withdrawing participant. In addition, any
optional cash payments which are sent to BNY prior to a request to withdraw will
be invested on the next Investment Date unless return of the amount is expressly
requested in the request to withdraw and such request is received at least two
business days prior to such Investment Date.
20. Will dividends on shares withdrawn from the Plan continue to be
reinvested?
If the participant has elected "Full Dividend Reinvestment", cash
dividends with respect to shares withdrawn from a participant's account will
continue to be reinvested so long as the participant remains the holder of
record of such shares. If, however, a participant has elected dividend
reinvestment with respect to only part or none of the shares registered in the
participant's name, BNY will continue to reinvest dividends on only the number
of shares specified by the participant on the enrollment form unless a new
enrollment form specifying a different number of shares is delivered.
21. What happens if the Corporation declares a stock split or stock
dividend?
Any dividend payable in stock, or split shares distributed by the
Corporation on shares credited to the account of a participant under the Plan
will be added to the participant's account. Stock dividends or split shares
distributed on shares registered in a participant's name will be mailed directly
to the participant.
22. How will a participant's shares be voted at stockholders meetings?
Full shares held under the Plan may be voted in person or by the same
proxy as the shares registered in the participant's own name. If no shares are
registered in a participant's own name, a proxy will be solicited for any full
shares held under the Plan.
23. What are the Federal income tax consequences of participation in the
Plan?
Reinvested Dividends. In the case of reinvested dividends when BNY
acquires shares for a participant's account directly from the Corporation, the
participant must include in gross income a dividend equal to the number of
shares purchased with the participant's reinvested dividends multiplied by the
fair market value of the Corporation's Common Stock on the relevant dividend
payment date. The participant's basis in those shares will also equal the fair
market value of the shares on the relevant dividend payment date.
Alternatively, when BNY purchases Common Stock for a participant's
account on the open market with reinvested dividends, a participant must include
in gross income a dividend equal to the actual purchase price to BNY of the
shares plus that portion of any brokerage commissions paid by the Corporation
which are attributable to the purchase of the participant's shares. The
participant's basis in those shares will be equal to their purchase price plus
allocable brokerage commission.
Optional Cash Payments. In the case of shares purchased directly from
the Corporation with optional cash investments, the participant's basis in the
shares acquired with optional investments will be the fair market value of the
shares on the date purchased. In the case of shares purchased on the open market
with optional cash investments, stockholders will be in receipt of a dividend to
the extent of any brokerage commissions paid by the Corporation which are
attributable to the purchase of the participant's shares. The basis of such
shares will be equal to their purchase price plus allocable brokerage
commissions.
Additional Information. In the case of corporate shareholders,
dividends will be eligible for the dividends-received deduction available under
the Internal Revenue Code. The holding period for shares will begin the day
after the date the shares are acquired. In the case of Canadian shareholders
whose dividends are subject to U.S. Federal Income Tax withholding, BNY will
reinvest dividends, less the amount of tax required to be withheld. Canadian
participants should seek advice as to Canadian tax treatment from their own tax
advisors.
A participant will not realize any taxable income when the participant
receives certificates for whole shares credited to the participant's account
under the Plan, either upon a request for such certificates or upon withdrawal
from or termination of the Plan. However, a participant who receives, upon
withdrawal from or termination of the Plan, a cash payment for the sale of Plan
shares held for such participant's account or for a fractional share then held
in the participant's account will realize gain or loss measured by the
difference between the amount of the cash received and the participant's basis
in such share or fractional share. Such gain or loss will be capital in
character if such shares or fractional share are a capital asset in the hands of
the participant. For further information as to tax consequences of participation
in the Plan, participants should consult with their own tax advisors.
24. What are the responsibilities of the Corporation and BNY under the
Plan?
Neither the Corporation nor BNY, in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon participant's death prior to receipt of
written notice of such death, or the prices or times at which shares are
purchased or sold for the participant's account or fluctuations in the market
value of the Corporation's Common Stock.
The participant should recognize that neither the Corporation nor BNY
can provide any assurance of a profit or protection against loss on any shares
purchased under the Plan.
BNY and the Corporation provide no advice and make no recommendations
with respect to any security. Any decision to purchase or sell must be made by
each individual Plan participant based on his or her own research and judgment.
Open market purchases and sales usually will be made through BNY Brokerage,
Inc., a wholly-owned subsidiary of BNY.
25. Who interprets and regulates the Plan?
The Corporation reserves the right to interpret and regulate the Plan
as may be necessary or desirable in connection with its operation.
26. May the Plan be changed or terminated?
The Corporation reserves the right to make changes in the Plan or to
suspend or terminate the Plan at any time. Notice of such change, suspension or
termination will be sent to all participants. The Corporation and BNY also
reserve the right to terminate any Participant's participation in the Plan at
any time.
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 October 3, 1996, there were issued and
outstanding 116,173,300 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.
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 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 "Shareholder Rights
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 Shareholder Rights 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 Shareholder Rights 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.
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.
VALIDITY OF COMMON STOCK
The legal validity of the Common Stock offered hereby will be passed
upon for the Corporation by J. Kendall Huber, Vice President and Deputy General
Counsel for the Corporation. As of October 7, 1996, Mr. Huber beneficially owns
less than 1% of the outstanding Common Stock 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) for
the year ended December 31, 1995 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, 1996 and 1995, the three
and six-month periods ended June 30, 1996 and 1995, 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 for the quarter ended March 31, 1996, and on Form
10-Q for quarter ended June 30, 1996, 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.
Any questions or correspondence concerning the Plan should be addressed to:
The Bank of New York
P.O. Box 1958
Newark, New Jersey 07101-9774
Tel. 800-524-4458
Available Information................ 2
Incorporation of certain documents
by reference......... 3
USF&G Corporation............. 3
Use of Proceeds.................... 3
Description of the Plan
Purpose......................... 4
Advantages...................... 4
Disadvantages................... 4
Administration.................. 4
Participation................... 5
Purchases.......................... 6
Price................................. 6
Optional Cash Investments....... 7
Certificates for Shares......... 8
Reports to Participants......... 8
Dividends....................... 8
Withdrawal from the Plan........ 8
Other Information............... 9
Description of Common
Stock.................................... 11
Validity of Common Stock.... 14
Experts.............................. 14
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
USF&G CORPORATION
Dividend Reinvestment
and
Stock Purchase Plan
Automatic reinvestment of all or a portion of dividends in shares of
USF&G Corporation's Common Stock
Option to invest additional cash up to $10,000 per quarterly dividend
period.
No brokerage commissions, fees or service charges on purchases of shares.
Free custodial service and recordkeeping.
PROSPECTUS
Dated: October 8, 1996
II - 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses in connection
with the offering of the Shares (all of which will be borne by USF&G
Corporation).
SEC Registration Fee ........................... $11,136
Blue Sky Fees and Expenses......................................5,000
Accounting Fees and Expenses ..............................5,000
Legal Fees and Expenses .......................................5,000
Miscellaneous ................................................2,000
TOTAL .....................................$28,136
Item 15. 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) it 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 officer to the same extent as its
directors and to such further extent as is consistent with law.
Item 16. Exhibits.
Exhibit Number Exhibit
4 Description of Shareholder Rights Plan
(incorporated by reference to Form 8-A,
filed October 21, 1987).
5 Opinion and Consent of J. Kendall Huber, Vice
President and Deputy General Counsel as to
Legality.
15 Acknowledgment of Ernst & Young LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney of the Board of Directors
28 Information from Reports Furnished to State
Insurance Regulatory Authorities
(incorporated by reference to Exhibit 28 to
the Corporation's 1995 Annual Report on Form
10-K, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baltimore, State of Maryland, on October 7, 1996.
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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
October 7, 1996 By: /s/ Norman P. Blake, Jr.
Norman P. Blake, Jr.
Chairman of the Board, President
and Chief Executive Officer
(Principal Executive Officer)
October 7, 1996 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).
October 7, 1996 By: /s/ Norman P. Blake, Jr.
Norman P. Blake, Jr.
(for himself and as attorney-in- fact)
Exhibit 5
October 7, 1996
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have acted as counsel to USF&G Corporation, a Maryland corporation
(the "Company"), in connection with the registration statement on Form S-3 (the
"Registration Statement") which is being filed by the Company under the
Securities Act of 1933, as amended (the "Act") relating to 2,000,000 shares of
Common Stock, par value $2.50 per share, of the Company (the "Shares") to be
offered and sold from time to time following effectiveness of the Registration
Statement pursuant to the terms of the Dividend Reinvestment and Stock Purchase
Plan of the Company.
I am familiar with the Company's charter and by-laws and with the
Registration Statement, and I have examined and relied upon such corporate
records of the Company and other documents and certificates as to factual
matters as I have deemed necessary or appropriate for the purpose of rendering
the opinion expressed herein.
Based upon the foregoing, I am of the opinion and advise you that:
1. The Shares have been duly authorized and are validly and
legally issued and fully paid and non-assessable.
2. The Shares to be sold have been duly authorized and, upon issuance
pursuant to the terms of the Plan, and payment of the consideration required
thereunder, will have been validly and legally issued and will be fully paid and
non-assessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement and to the use
of my name under the caption "Legal Matters" in the Prospectus included therein.
Very truly yours,
/s/ J. Kendall Huber
Exhibit 15
Acknowledgment of Independent Auditors
We are aware of the incorporation by reference in the Registration
Statement on Form S-3 of USF&G Corporation for the registration of 2,000,000
shares of its common stock of our reports dated May 12, 1996 and August 9, 1996,
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, 1996 and June 30, 1996, 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
October 7, 1996
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 of USF&G Corporation for the registration
of 2,000,000 shares of its common stock and to the incorporation by reference
therein of our report dated February 24, 1996, with respect to the consolidated
financial statements of USF&G Corporation incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 1995, and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young, LLP
Baltimore, Maryland
October 7, 1996
Exhibit 24
POWER OF ATTORNEY
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 City, 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, Registration
Statement on Form S-3 relating to 2,000,000 shares of Common Stock issued
pursuant to the provisions of the Dividend Reinvestment and Stock Purchase Plan
(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 October 7, 1996.
Signature Title
Director, Chairman of the
Board, President and Chief
/s/ Norman P. Blake, Jr. Executive 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
Signature Title
/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/ Henry A. Rosenberg, Jr. Director
Henry A. Rosenberg, Jr.
/s/ Larry P. Scriggins Director
Larry P. Scriggins
/s/ Anne Marie Whittemore Director
Anne Marie Whittemore
/s/ R. James Woolsey Director
R. James Woolsey