-----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, SGYM69OGww3EEXXnoD0Wcg8lR3vfaXocGujz/159ct/Vspq99xjyf/4EaAkInyHp 7sCWmqpBVl12LYgMxYC+Ug== 0001006199-97-000097.txt : 19970818 0001006199-97-000097.hdr.sgml : 19970818 ACCESSION NUMBER: 0001006199-97-000097 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970815 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TITAN HOLDINGS INC CENTRAL INDEX KEY: 0000904975 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 742289827 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50863 FILM NUMBER: 97665098 BUSINESS ADDRESS: STREET 1: 1020 NE LOOP 410 STREET 2: STE 700 CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 2108244546 MAIL ADDRESS: STREET 1: 1020 N E LOOP 410 STREET 2: SUITE 700 CITY: SAN ANTONIO STATE: TX ZIP: 78209 FILED BY: 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: SC 13D BUSINESS ADDRESS: STREET 1: 100 LIGHT ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105473000 MAIL ADDRESS: STREET 1: P O BOX 1138 CITY: BALTIMORE STATE: MD ZIP: 21203 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Titan Holdings, Inc. (Name of Issuer) Common Stock ($0.01 par value per share) (Title of Class of Securities) 888303 10 4 (CUSIP Number) John A. MacColl Executive Vice President - General Counsel USF&G Corporation P.O. Box 1138 Baltimore, Maryland 21203 (410) 547-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 7, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: |_| - -------------------------------------------------------------------------------- Page 1 of 11 Pages - -------------------------------------------------------------------------------- CUSIP No.: 888303 10 4 Page 2 of 11 Pages - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON: USF&G Corporation S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 52-1220567 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* BK, WC, OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)|_| - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION State of Maryland - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER SHARES 0 -------------------------------------------------------------------- BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 2,579,295(1) -------------------------------------------------------------------- EACH (9) SOLE DISPOSITIVE POWER REPORTING 0 -------------------------------------------------------------------- PERSON (10) SHARED DISPOSITIVE POWER WITH 2,579,295(1) - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,579,295 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.5 % - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON* CO, IC - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) The Reporting Person disclaims beneficial ownership of all shares of Titan Common Stock. Filing is being made as a result of the Voting Agreement as described herein. Item 1. Security and Issuer This Statement relates to the common stock, par value $0.01 per share ("Common Stock"), of Titan Holdings, Inc., a Texas corporation ("Titan"). The address of the principal executive offices of Titan is 2700 Northeast Loop 410, Suite 500, San Antonio, Texas 78217. Item 2. Identity and Background (a) This statement is filed by USF&G Corporation, a Maryland corporation ("USF&G"). The principal business of USF&G is the insurance products and services business. (b) Address: 6225 Smith Avenue, Baltimore, Maryland 21209 (c) Set forth in Schedule I to this Schedule 13D is the name, business address and present principal occupation or employment of each of USF&G's executive officers and directors. (d) During the last five years, neither USF&G nor, to USF&G's knowledge, any of the other persons with respect to whom information is given in response to this Item 2 has been convicted in a criminal proceeding. (e) During the last five years, neither USF&G nor, to USF&G's knowledge, any of the other persons with respect to whom information is given in response to this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws. (f) To USF&G's knowledge, all directors and executive officers of USF&G named in Schedule I to this Schedule 13D are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration In connection with the execution of the Merger Agreement (as defined in Item 4 below), Mark E. Watson, Jr., a shareholder of Titan, and affiliated entities (collectively, the "Titan Shareholders") and USF&G have entered into a Voting and Support Agreement dated as of August 7, 1997 (the "Voting Agreement"). The number of shares of Titan Common Stock beneficially owned by each of the Titan Shareholders is set forth on Schedule II to this Schedule 13D. Pursuant to the Merger Agreement, each share of Titan Common Stock will be converted into the right to receive 0.46516 of a share of USF&G Common Stock and an amount of cash equal to $11.60, subject to adjustment as more fully described in Item 4 below. No additional consideration was given in exchange for the Voting Agreement. USF&G expects to pay the cash portion of the consideration payable to the shareholders of Titan from internal resources or existing credit facilities. Item 4. Purpose of the Transaction (a)-(b) USF&G and the Titan Shareholders entered into the Voting Agreement in order to facilitate consummation of the merger contemplated by the Agreement and Plan of Merger dated as of August 7, 1997 (the "Merger Agreement") among Titan, USF&G and United States Fidelity and Guaranty Company ("USF&G Company"), a wholly-owned Maryland subsidiary of USF&G, pursuant to which USF&G has agreed to acquire all of the outstanding common stock of Titan ("Titan Common Stock") through a merger of Titan with and into USF&G Company (the "Merger"). Pursuant to the Voting Agreement, the Titan Shareholders, only in their individual capacity as shareholders of Titan, agreed to vote or direct the vote of all the shares of Titan Common Stock over which the Titan Shareholders have voting power or control (the "Titan Shares") (a) in favor of the Merger Agreement and (b) against (i) approval of any proposal made in opposition to or in competition with the Merger or any of the other transactions contemplated by the Merger Agreement, (ii) any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of Titan or any of its subsidiaries, with or involving any party other than USF&G or one of its subsidiaries, (iii) any liquidation, dissolution or winding up of Titan, (iv) any extraordinary dividend by Titan, (v) any change in the capital structure of Titan (other than pursuant to the Merger Agreement) and (vi) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the Merger or the other transactions contemplated by the Merger Agreement or the Voting Agreement or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of Titan under the Merger Agreement which would materially and adversely affect Titan or its ability to consummate the transactions contemplated by the Merger Agreement. The Titan Shareholders also agreed that they will not, and will not agree to, sell, assign, dispose of, encumber, mortgage, hypothecate, or otherwise transfer or encumber any of the Titan Shares to any person or entity other than, subject to certain conditions, pledges of shares as collateral security under loan agreements or pursuant to the Merger Agreement. The provisions of the Voting Agreement terminate upon the earliest to occur of (i) the consummation of the Merger, (ii) August 7, 1998, (iii) the termination of the Merger Agreement pursuant to Section 7.1(a) or (g) thereof, or (iv) the termination of the Merger Agreement pursuant to Section 7.1(b) or (c) thereof if, but only if, the Merger Agreement is terminated pursuant to such subsections (b) or (c) solely for reasons that are not directly or indirectly related to the commencement of, or any person's or entity's direct or indirect indication of interest in making, an Acquisition Proposal (as defined in the Merger Agreement) with respect to Titan. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the form of Voting Agreement included as Exhibit 99.1 to this Schedule 13D and incorporated herein in its entirety by reference. Pursuant to the terms of the Merger Agreement, Titan will be merged with and into USF&G Company, and each share of Titan Common Stock will be converted into the right to receive 0.46516 of a share of USF&G Common Stock and an amount in cash equal to $11.60. The consideration payable in connection with the Merger is subject to adjustment as provided in the Merger Agreement, including adjustment to the extent that the average closing price of USF&G Common Stock during a 10-day trading period ending three trading days before the effective date of the Merger is above $28.60 per share or below $21.20 per share and an additional adjustment to insure that at all times 50% of the total consideration is payable in cash and 50% is payable in USF&G Common Stock. The consummation of the Merger is subject to the satisfaction or waiver of certain conditions, including applicable regulatory approvals and approval by the holders of two-thirds of the outstanding shares of Titan Common Stock, all as set forth in the Merger Agreement. The foregoing summary of certain provisions of the Merger Agreement is qualified in its entirety by reference to a copy of the Merger Agreement included as Exhibit 99.2 to this Schedule 13D and incorporated herein in its entirety by reference. USF&G may from time to time acquire shares of Titan Common Stock through means other than the Merger Agreement, including the possible purchase of Titan Common Stock for cash consideration on the open market. Any such cash purchases will be made from internal resources or existing credit facilities. (c)-(i) As a result of the consummation of the Merger, Titan will be merged with and into USF&G Company and the existing subsidiaries of Titan will become wholly-owned subsidiaries of USF&G and USF&G Company. As a result, the articles of incorporation and bylaws of USF&G Company will be the articles of incorporation and bylaws of the surviving corporation, and the directors and officers of USF&G Company will be the directors and officers of the surviving corporation. Further, as a result of the Merger, the Titan Common Stock will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, and will cease to be quoted on any quotation system or exchange. Under the terms of the Merger Agreement, Titan has agreed to certain covenants relating to its conduct of business prior to the effectiveness of the Merger, including restrictions on its ability to pay dividends or alter its capital structure. Reference is made to the express terms of the Merger Agreement. (j) Other than as described above, USF&G has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D (although USF&G reserves the right to develop such plans and may develop plans or proposals with respect to Titan and its subsidiaries in anticipation of, and for implementation after, consummation of the Merger). Item 5. Interest in Securities of the Issuer (a) - (b) As a result of the Voting Agreement, USF&G may be deemed to have shared power to vote an aggregate of 2,579,295 shares of Titan Common Stock for the limited purposes described in Item 4 above and in the Voting Agreement. Such shares constitute approximately 25.5% of the issued and outstanding shares of Titan Common Stock as of August 7, 1997. Further, USF&G may be deemed to have shared power with respect to the disposition of such shares based upon the restrictions on transfer of such shares described in Item 4 above and in the Voting Agreement. To USF&G's knowledge, no shares of Titan Common Stock are beneficially owned by any of the persons named in Schedule I, except for such beneficial ownership, if any, arising solely from the Voting Agreement. (c) Neither USF&G, nor, to USF&G's knowledge, any person named in Schedule I, has effected any transaction in Titan Common Stock during the past 60 days, except as disclosed herein. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Other than as described in Items 4 and 5 above, to USF&G's knowledge there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of Titan, including but not limited to transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be filed as Exhibits EXHIBIT NO. DESCRIPTION 99.1 Voting and Support Agreement dated as of August 7, 1997, by and between USF&G Corporation, a Maryland corporation, and Mark E. Watson, Jr. and affiliates.(2) 99.2 Agreement and Plan of Merger dated as of August 7, 1997, by and among USF&G Corporation, a Maryland corporation, United States Fidelity and Guaranty Company, a Maryland corporation, and Titan Holdings, Inc., a Texas corporation.(2) (2) Incorporated by reference to Exhibit 10A to USF&G Corporation's quarterly report on Form 10-Q for the quarter ending June 30, 1997. Date: August 15, 1997 USF&G CORPORATION By: /s/Dan L. Hale Name: Dan L. Hale Title: Executive Vice President - Chief Financial Officer
SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS OF USF&G NAME TITLE PRINCIPAL OCCUPATION OR EMPLOYMENT (IF DIFFERENT FROM TITLE) Norman P. Blake, Jr. Chairman, President and Chief Executive Officer Glenn W. Anderson President - Commercial Insurance Group John R. Berger President - F&G Re Kenneth E. Cihiy Executive Vice President - Claim Gary C. Dunton President - Family and Business Insurance Group Dan L. Hale Executive Vice President - Chief Financial Officer John F. Hoffen Secretary Robert J. Lamendola President - Surety Group Thomas K. Lewis, Jr. Executive Vice President - Chief Information Officer Stephen W. Lilienthal Executive Vice President - Field Development and Operations John A. MacColl Executive Vice President - General Counsel and Human Resources Ronald C. Mishler Vice President and Treasurer Andrew A. Stern Executive Vice President - Strategic Planning and Reinsurance Operations Harry N. Stout President - F&G Life John C. Sweeney Chairman - Falcon Asset Management H. Furlong Baldwin Director Chairman of the Board and Chief Executive Officer - Mercantile Bankshares Corporation Michael J. Birck Director President and Chief Executive Officer - Tellabs, Inc. George L. Bunting, Jr. Director President - Bunting Management Group Robert E. Davis Director Managing Director - Axess Corporation Kenneth M. Duberstein Director Chairman and Chief Executive Officer - The Duberstein Group Dale F. Frey Director Retired Chairman of the Board and President - General Electric Investment Corporation Robert E. Gregory, Jr. Director Chairman of the Board and Chief Executive Officer - London Fog Corporation Robert J. Hurst Director Vice Chairman - Goldman, Sachs & Co. Dr. Wilbur G. Lewellen Director Herman C. Krannert Distinguished Professor of Management - Purdue University Paul E. Ingrey Director Retired President - F&G Re Larry P. Scriggins Director Partner- Piper & Marbury L.L.P. Anne Marie Whittemore Director Partner - McGuireWoods Battle & Boothe, L.L.P. R. James Woolsey Director Partner - Shea & Gardner
SCHEDULE II PERCENTAGE OF NUMBER OF SHARES OF OUTSTANDING SHARES VOTING AGREEMENT INTERACTIVE COMMON STOCK OF INTERACTIVE COMMON STOCKHOLDER BENEFICIALLY OWNED STOCK AS OF AUGUST 7, 1997 Mark E. Watson, Jr. 2,223,096 22.0% MEW Family Limited Partnership 256,199 2.5% The Mark and Kathleen Watson Charitable Trust 100,000 1.0% EXHIBIT INDEX EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE 99.1 Voting and Support Agreement dated as of August 7, 1997, by and between USF&G Corporation, a Maryland corporation and Mark E. Watson, Jr. and affiliates.(3) 99.2 Agreement and Plan of Merger dated as of August 7, 1997, by and among USF&G Corporation, a Maryland corporation, United States Fidelity & Guaranty Company, a Maryland corporation and Titan Holdings, Inc., a Texas corporation.(3) (3) Incorporated by reference to Exhibit 10A to USF&G Corporation's Quarterly Report Form 10-Q for the quarter ending June 30, 1997. -----END PRIVACY-ENHANCED MESSAGE-----