-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PcN1sEiH0QhJYCKek9rV/e6LQ73ErY+xpAYksrdAtZcHRGm2iwk+Q2j5+yig4PPf UJJl79p8Gbl12H1sHu36vA== 0000354396-97-000017.txt : 19971218 0000354396-97-000017.hdr.sgml : 19971218 ACCESSION NUMBER: 0000354396-97-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971217 EFFECTIVENESS DATE: 19971217 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF&G CORP CENTRAL INDEX KEY: 0000354396 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 521220567 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42489 FILM NUMBER: 97739831 BUSINESS ADDRESS: STREET 1: 6225 CENTENNIAL WAY CITY: BALTIMORE STATE: MD ZIP: 21209 BUSINESS PHONE: 4105473000 MAIL ADDRESS: STREET 1: 6225 CENTENNIAL WAY CITY: BALTIMORE STATE: MD ZIP: 21209 S-8 1 USF&G CORPORATION STOCK INCENTIVE PLAN OF 1997 As filed with the Securities and Exchange Commission on December 17, 1997 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 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 of (I.R.S. Employer Identification No.) incorporation or organization) 6225 Centennial Way 21209 Baltimore, Maryland (Zip Code) (Address of principal executive offices) USF&G Corporation Stock Incentive Plan of 1997 (Full title of plan) (Name, address and telephone number of agent for service) (Copy to:) John A. MacColl, Esquire John F. Hoffen, Jr., Esquire USF&G Corporation USF&G Corporation 6225 Centennial Way 6225 Centennial Way Baltimore, Maryland 21209 Baltimore, Maryland 21209 (410) 547-3000 (410) 547-3000 CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of Securities to Amount to be offering price per aggregate be registered registered share (2) offering price - ----------------------- --------------- ------------------ ---------------- Common Stock, par value 7,500,000 share $21.75 $163,125,000.00 $2.50 per share (1) Amount of registration fee - ---------------- $49,426.00 (2) (1) Includes Preferred Share Purchase Rights. Prior to the occurrence of certain events, the Rights will not be exercisable or evidenced separately from the Common Stock. (2) Estimated 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 December 11, 1997 (i.e., $21.75). PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Not required to be included in the Form S-8 pursuant to Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) Annual Report on Form 10-K for the year ended December 31, 1996; (b) All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") since the end of the fiscal year covered by the Registrant document referred to in (a) above; and (c) Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. The legal validity of the shares of Common Stock offered by the Registrant pursuant to this Registration Statement is being passed upon by J. Kendall Huber, Vice President and Deputy General Counsel for the Registrant. As of December 12, 1997, Mr. Huber owns shares of Common Stock and options to acquire such shares aggregating less than 0.1% of the Registrant's outstanding Common Stock. Mr. Huber is a participant in the Stock Incentive Plan of 1997. Item 6. 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) its 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 officers to the same extent as its directors and to such further extent as is consistent with law. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4 Description of Shareholder Rights Plan (incorporated by reference to Form 8-A/A filed March 14, 1997). 5 Opinion and Consent of Counsel Regarding the Legality of the shares of Common Stock. 15 Acknowledgment of Ernst & Young LLP. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (included in Exhibit 5 above). 24 Power of Attorney. Item 9. Undertakings. 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 this Registration Statement; (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. Paragraphs (l)(i) and (l)(ii) above do not apply if 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 Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 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. 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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, there- unto duly authorized, in the City of Baltimore, State of Maryland, on the 12th day of December, 1997. USF&G CORPORATION By: /s/ JOHN A. MACCOLL ---------------------------------------- John A. MacColl Executive Vice President Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. Date: December 12, 1997 /s/ JOHN A. MACCOLL ---------------------------------------- John A. Macoll Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) Date: December 12, 1997 /s/ DAN L. HALE ---------------------------------------- Dan L. Hale Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 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, Paul B. Ingrey, Wilbur G. Lewellen, Kenneth M. Duberstein, Larry P. Scriggins, Anne M. Whittemore, and R. James Woolsey). Date: December 12, 1997 By: /s/ JOHN A. MACCOLL ---------------------------------------- John A. MacColl Attorney-In-Fact EXHIBIT INDEX Exhibit Sequential Number Description Page Number 4 Description of Shareholder Rights Plan See Note (1) 5 Opinion and Consent of Counsel Regarding the Legality 8 of the Shares of Common Stock 15 Acknowledgment of Ernst & Young, LLP 10 23.1 Consent of Independent Auditors 11 23.2 Consent of Counsel (included in Exhibit 5 above) ---- 24 Power of Attorney 12 - -------------------------------- Note (1) Incorporated by reference to Form 8-A/A filed March 14, 1997. EXHIBIT 5 December 12, 1997 USF&G Corporation 6225 Centennial Way Baltimore, Maryland 21209 Ladies and Gentlemen: I am the duly elected and acting Vice President-Deputy General Counsel of USF&G Corporation (the "Corporation") and I have acted as counsel to the Corporation in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") registering 7,500,000 shares of Common Stock issuable pursuant to the exercise of stock options or other awards granted under the Stock Incentive Plan of 1997 (the "Plan Shares"). I have examined copies of the Corporation's Articles of Incorporation, as amended, By-Laws, the Stock Incentive Plan of 1997, all resolutions adopted by the Corporation's Board of Directors relating to the above and other records and documents that I have deemed necessary for the purpose of this opinion. I have also examined such other documents, papers, statutes and authorities as I have deemed necessary to form a basis for this opinion. In my examination, I have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to me. As to various questions of fact material to my opinion, I have relied on statements and certificates of officers and representatives of the Corporation and others. Based upon the foregoing, I am of the opinion that: 1. The Corporation has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Maryland. 2. The Plan Shares have been duly authorized and will be (when issued, sold and delivered as authorized) validly issued, fully paid and non-assessable. I am an attorney admitted to the Bar of the State of Maryland. The opinions set forth herein are limited to matters governed by the laws of the State of Maryland and the Federal Laws of the United States of America, and I express no opinion as to any other laws. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to me under Item 5 of this Registration Statement. Very truly yours, /s/ J. KENDALL HUBER J. Kendall Huber Vice President-Deputy General Counsel EXHIBIT 15 ACKNOWLEDGMENT OF INDEPENDENT AUDITORS We are aware of the incorporation by reference in the Registration Statement (Form S-8) of USF&G Corporation, pertaining to the USF&G Corporation Stock Incentive Plan of 1997 of our reports dated May 14, 1997, August 8, 1997, and November 11, 1997 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, 1997, June 30, 1997 and September 30, 1997, 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 December 15, 1997 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of USF&G Corporation, pertaining to the USF&G Corporation Stock Incentive Plan of 1997 of our report dated February 21, 1997, with respect to the consolidated financial statements and schedules of USF&G Corporation included or incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Baltimore, Maryland December 15, 1997 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that 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, 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, a Registration Statement on Form S-8 relating to the proposed issuance of Common Stock and other securities pursuant to the exercise of stock options or other awards granted under the Stock Incentive Plan of 1997 (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 the 12th day of December, 1997. Signature Title Director, Chairman of the Board, President and Chief Executive /s/ NORMAN P. BLAKE, JR. 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 /s/ KENNETH M. DUBERSTEIN Director - ----------------------------------- Kenneth M. Duberstein /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/ LARRY P. SCRIGGINS Director - ----------------------------------- Larry P. Scriggins /s/ ANNE M. WHITTEMORE Director - ----------------------------------- Anne M. Whittemore /s/ R. JAMES WOOLSEY Director - ----------------------------------- R. James Woolsey -----END PRIVACY-ENHANCED MESSAGE-----