SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 1996 OR |_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _______________ to __________________ Commission filed number 1-8233 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Victoria Financial Corporation 401(k)Plan ----------------------------------------- B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: USF&G CORPORATION 6225 Centennial Way Baltimore, Maryland 21209 REQUIRED INFORMATION The Victoria Financial Corporation 401(k) Plan (the "Plan") is subject to the financial reporting requirements of Employee Retirement Income Security Act of 1974 (ERISA). In accordance with Instruction E to Form 11-K, the Plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA are filed in paper under cover of Form SE. -2- EXHIBIT INDEX Exhibit Sequential Number Description Page Number 23 Consent of Independent Auditors 5 -3- SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Victoria Financial Corporation 401(k)Plan ----------------------------------------- (Name of Plan) Date: June 26, 1997 /s/ Robert Mueller ----------------------------------------- Name: Robert Mueller Title: President Victoria Financial Corporation and Plan Administrator -4- EXHIBIT 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-59535) pertaining to the Victoria Financial Corporation 401(k) Plan of our report dated June 19, 1997, with respect to the financial statements and schedules of the Victoria Financial Corporation 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1996. /s/ ERNST & YOUNG LLP Cleveland, Ohio June 23, 1997 -5-