Exhibit (a)(4)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OF THE OUTSTANDING
ZERO COUPON CONVERTIBLE SUBORDINATED NOTES DUE 2009
ISSUED BY
USF&G CORPORATION
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SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE OFFER TO PURCHASE, THE
OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12 MIDNIGHT, NEW YORK CITY TIME,
ON MARCH 5, 1999, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE OR THE
LATEST EXTENSION THEREOF, IF EXTENDED, THE "EXPIRATION DATE"). NOTES TENDERED
IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
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February 5, 1999
TO OUR CLIENTS:
Enclosed for your consideration is a Offer to Purchase, dated February 5,
1999 (as the same may be amended from time to time, the "Offer to Purchase"),
and a Form of Letter of Transmittal and instructions thereto (the "Letter of
Transmittal"), relating to the offer (the "Offer") by St. Xxxx Fire and
Marine Insurance Company ("Fire & Marine" or the "Bidder") to purchase for
cash at $640.82 per $1,000 principal amount at maturity (the "Repurchase
Price"), upon the terms and subject to the conditions set forth in the Offer
to Purchase and in the accompanying Letter of Transmittal, any and all of the
outstanding Zero Coupon Convertible Subordinated Notes Due 2009 (the "Notes")
issued by USF&G Corporation ("USF&G").
The materials are being forwarded to you as the beneficial owner of Notes
carried by us for your account or benefit but not registered in your name. A
tender of any notes may only be made by us as the registered holder and
pursuant to your instructions. Therefore, the company urges beneficial owners
of notes registered in the name of a broker, dealer, commercial bank, trust
company or any other nominee to contact such registered holder promptly if
they wish to tender Notes in the Offer.
Accordingly, we request instructions as to whether you wish us to tender any
or all such Notes held by us for your account or benefit pursuant to the
terms and conditions set forth in the Offer to Purchase and the Letter of
Transmittal. We urge you to read carefully the Offer to Purchase and the
Letter of Transmittal before instructing us to tender your Notes.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender Notes on your behalf in accordance with the provisions
of the Offer. Notes tendered pursuant to the offer may be validly withdrawn,
subject to the procedures described in the Offer to Purchase, at any time
prior to the expiration date.
Your attention is directed to the following:
1. The Offer is for any and all outstanding Notes.
2. The Offer and withdrawal rights will expire on the Expiration Date.
3. Any transfer taxes incident to the transfer of Notes from the tendering
holder to the Bidder will be paid by the Bidder, except as provided in the
Offer to Purchase and the instructions to the Letter of Transmittal.
If you wish to have us tender any or all of your Notes held by us for your
account or benefit, please so instruct us by completing, executing and
returning to us the instruction form that appears below. If you authorize
the tender of your Notes, all such Notes will be tendered unless otherwise
specified below. The accompanying Letter of Transmittal is furnished to you
for informational purposes only and may not be used by you to tender notes
held by us and registered in our name for your account or benefit.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Offer.
This will instruct you to tender the principal amount of Notes indicated
below held by you for the account or benefit of the undersigned pursuant to
the terms of and conditions set forth in the Offer to Purchase and the
Letter of Transmittal.
Box 1 / / Please tender ALL my Notes held by you for my account or benefit.
Box 2 / / Please tender LESS than all my Notes. I wish to tender $
principal amount of Notes.
Box 3 / / Please do not tender any Notes held by you for my account or benefit.
Date: , 1999
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SIGNATURE(S)
PLEASE PRINT NAME(S) HERE
UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN, YOUR SIGNATURE(S) HEREON
SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL OF YOUR NOTES.
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