SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
AMENDMENT TO A REGISTRATION STATEMENT
ON FORM 8-A
Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
USF&G CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland 52-1220567
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(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
6225 Centennial Way, Baltimore, Maryland 21209
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 410-547-3000
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Amendment to Description of Registrant's Securities to be Registered:
On February 26, 1997, the Board approved the Amended and Restated Rights
Agreement, dated as of March 11, 1997 (the "Rights Agreement") between the
Company and The Bank of New York, as successor Rights Agent (the "Rights
Agent"). On January 19, 1998, USF&G Corporation and The Bank of New York entered
into the First Amendment to Amended and Restated Rights Agreement (the
"Amendment"). The Amendment provides that the execution and delivery by USF&G
Corporation, The St. Paul Companies, Inc. and SP Merger Corporation of the
Agreement and Plan of Merger dated January 19, 1998 (the "Merger Agreement") and
the Stock Option Agreement dated January 19, 1998 (the "Option Agreement") and
the consummation of the transactions contemplated by such agreements will not
cause (i) The St. Paul Companies, Inc. or its affiliates or associates to be
deemed an Acquiring Person, (ii) a Share Acquisition Date to occur, (iii) a
Distribution Date to occur or (iv) a Triggering Event. In addition, neither The
St. Paul Companies, Inc. or SP Merger Corporation nor any of their Affiliates or
Associates will be deemed to be the Beneficial Owner of, nor to beneficially
own, any of the Common Shares of USF&G Corporation solely by virtue of the
execution and delivery of the Merger Agreement or the Option Agreement. The
Amendment also provides that the Amended and Restated Rights Agreement will
expire immediately prior to the effective time of the merger of SP Merger
Corporation, a wholly-owned subsidiary of The St. Paul Companies, Inc., with and
into USF&G Corporation.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to the Company's Current Report on Form 8-K
dated March 12, 1997. A copy of the Amendment is filed herewith. A copy of the
Rights Agreement and the Amendment is available free of charge from the Company.
This summary description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Amendment.
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Item 2. Exhibits.
4. Amendment to Amended and Restated Rights Agreement between the
Company and The Bank of New York, as Rights Agent, dated as of
January 19, 1998.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
USF&G CORPORATION
By: /s/ Dan L. Hale
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Executive Vice President and
Chief Financial Officer
Date: February 24, 1998
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EXHIBIT INDEX
Exhibit Description
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4 Amendment to Amended and Restated Rights Agreement between the
Company and The Bank of New York, as Rights Agent, dated as of
January 19, 1998.
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