-----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, PJNk6WqimvC0c/9iUyQCmfbRIFEQAQVUZmjFJNgAfXCDG4liDbSDH/59kqtA6kE8 /iAwzWf0rdgKv7oGOM/2Bw== 0001006199-98-000085.txt : 19980226 0001006199-98-000085.hdr.sgml : 19980226 ACCESSION NUMBER: 0001006199-98-000085 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980225 SROS: NYSE 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-08233 FILM NUMBER: 98549322 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 8-A12B/A 1 AMENDMENT TO REGISTRATION STATEMENT ON FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _______________________ 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 -------- ---------- (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 6225 Centennial Way, Baltimore, Maryland 21209 ---------------------------------------- ----- (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. -1- 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 ------------------------------------ Executive Vice President and Chief Financial Officer Date: February 24, 1998 -2- EXHIBIT INDEX Exhibit Description - ------- ----------- 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. -3- EX-4 2 1ST AMNT. TO AMENDED AND RESTATED RIGHTS AGREEMENT FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT Amendment, dated as of January 19, 1998 (the "Amendment"), between USF&G Corporation, a Maryland corporation (the "Company"), and The Bank of New York, a New York corporation (the "Rights Agent"). WHEREAS, the Company and the Rights Agent are parties to the Amended and Restated Rights Agreement dated as of March 11, 1997 (the "Agreement"); WHEREAS, the Company has delivered an appropriate certificate as described in Section 26 of the Agreement; and WHEREAS, pursuant to Section 26 of the Agreement, the Company and the Rights Agent desire to amend the Agreement as set forth below. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows: Section 1. Amendments to Section 1. (a) Section 1(d) of the Agreement relating to the definitions of "Beneficial Owner" and "beneficially own" is amended by adding the following at the end thereof: "Notwithstanding anything contained in this Agreement to the contrary, neither Parent or Merger Sub, nor any of their Affiliates or Associates, shall be deemed to be the Beneficial Owner of, nor to beneficially own, any of the Common Shares of the Company solely by virtue of the approval, execution or delivery of the Merger Agreement or the Option Agreement, the purchase of Common Shares pursuant to the Option Agreement or the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the Option Agreement." (b) Section 1 of the Agreement is amended by adding the following at the end thereof: "(y) The following additional terms have the meanings indicated: "Merger" shall mean the merger of Merger Sub with and into the Company in accordance with the General Corporation Law of the State of Maryland upon the terms and subject to the conditions set forth in the Merger Agreement. "Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of January 19, 1998, by and among The St. Paul Companies, Inc., SP Merger Corporation and USF&G Corporation." -1- "Merger Sub" shall mean SP Merger Corporation, a Maryland corporation. "Option Agreement" shall mean the Option Agreement, dated as of January 19, 1998, by and between The St. Paul Companies, Inc. and USF&G Corporation. "Parent" shall mean The St. Paul Companies, Inc., a Minnesota corporation. Section 2. Expiration Date. Section 7(a) of the Agreement is hereby amended by replacing the word "or" with a comma immediately prior to the symbol "(iii)" and by adding to the end thereof the following: ", or (iv) the time immediately prior to the Effective Time (as defined in the Merger Agreement) of the Merger; whereupon the Rights shall expire." Section 3. New Section 35. The following is added as a new Section 35 to the Agreement: "Section 35. Parent Merger, etc. Notwithstanding anything in this Agreement to the contrary, none of the approval, execution or delivery of the Merger Agreement or the Option Agreement, the purchase of Common Shares solely pursuant to the Option Agreement, or the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the Option Agreement shall cause (i) Parent or Merger Sub or any of their Affiliates or Associates to be deemed an Acquiring Person, (ii) a Share Acquisition Date to occur, (iii) a Distribution Date to occur in accordance with the terms hereof, which Distribution Date, if any, shall instead be indefinitely deferred until such time as the Board of Directors may otherwise determine, or (iv) a Triggering Event." Section 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. -2- Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State. Section 6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Section 7. Effect of Amendment. Except as expressly modified herein, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. Attest: USF&G CORPORATION /s/ John F. Hoffen /s/ Ronald Mishler - --------------------- ------------------------------- By: John F. Hoffen By: Ronald Mishler Title: Secretary Title: Chief Financial Officer Attest: THE BANK OF NEW YORK /s/ Stephen M. Gilbert - ------------------------ ---------------------- By: By: Stephen M. Gilbert Title: Title: Assistant Treasurer -3- -----END PRIVACY-ENHANCED MESSAGE-----