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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 1998
USF&G CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Maryland 1-8233 52-1220567
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
6225 Centennial Way
Baltimore, Maryland 21209
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(Address of Principal Executive Offices) (Zip Code)
(410) 547-3000
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
On January 19, 1998, The St. Paul Companies, Inc., a Minnesota
corporation ("St. Paul"), USF&G Corporation, a Maryland corporation ("USF&G"),
and SP Merger Corporation, a Maryland corporation and a wholly owned direct
subsidiary of St. Paul ("Merger Subsidiary"), entered into an Agreement and
Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement and
subject to the terms and conditions set forth therein, Merger Subsidiary will
be merged with and into USF&G with USF&G to be the surviving corporation of
such merger (the "Merger"). As a result of the Merger, USF&G will become a
wholly owned subsidiary of St. Paul. At the effective time of the Merger,
each issued and outstanding share of common stock, par value $2.50 per share
(the "USF&G Common Stock"), of USF&G (other than shares owned by St. Paul or
any direct or indirect subsidiary of St. Paul or shares owned by USF&G or any
direct or indirect subsidiary of USF&G) will be converted into the right to
receive that number (the "Exchange Ratio") of shares of common stock, no par
value per share (the "St. Paul Common Stock"), of St. Paul determined by
dividing $22 by the average of the daily average per share high and low sales
prices of one share of St. Paul Common Stock for each of the 20 trading days
ending on the third trading day prior to the date St. Paul's stockholders vote
on the approval of the Merger; provided that the Exchange Ratio will not be
less than 0.2821 of a share of St. Paul Common Stock or more than 0.2973 of a
share of St. Paul Common Stock.
In connection with the Merger, St. Paul and USF&G have also
entered into a Stock Option Agreement (the "Stock Option Agreement") dated as
of January 19, 1998, pursuant to which USF&G has agreed to grant St. Paul an
option to purchase shares of USF&G Common Stock, exercisable only in certain
circumstances, in an amount equal to 19.9% of the shares of St. Paul Common
Stock outstanding at the time of exercise.
The Merger is subject to, among other things, certain
regulatory approvals, the approval of the Merger by the stockholders of USF&G
and the approval of the issuance of shares of St. Paul Common Stock in the
Merger.
Copies of the Merger Agreement and the Stock Option Agreement
are attached hereto as Exhibits 2.1 and 4.1, respectively. The foregoing
descriptions are qualified in their entirety by reference to the full text of
such exhibits.
ITEM 7(c). Exhibits.
Exhibit 2.1 Agreement and Plan of Merger dated as of
January 19, 1998 among The St. Paul Companies, Inc.,
USF&G Corporation and SP Merger Corporation
Exhibit 4.1 Stock Option Agreement dated as of January 19, 1998
between The St. Paul Companies, Inc. and USF&G Corporation
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
USF&G CORPORATION
Dated: January 21, 1998 By: /s/ Dan L. Hale
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Name: Dan L. Hale
Title: Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Sequential
Exhibit No. Description Page No.
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Exhibit 2.1 Agreement and Plan of Merger dated as of
January 19, 1998 among The St. Paul
Companies, Inc., USF&G Corporation and
SP Merger Corporation
Exhibit 4.1 Stock Option Agreement dated as of
January 19, 1998 between The St. Paul
Companies, Inc. and USF&G Corporation