Exhibit (a)(5)
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IN THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.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 Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Enclosed for your consideration is an 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") and
The St. Xxxx Companies, Inc. ("St. Xxxx", together with Fire & Marine, the
"Bidder") to purchase 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").
We are asking you to contact your clients for whom you hold Notes registered
in your name or in the name of your nominee. The Bidder will pay all
transfer taxes, if any, applicable to the tender of Notes, except as
otherwise provided in the Offer to Purchase and the Letter of Transmittal.
Enclosed is a copy of each of the following documents for forwarding to your
clients:
1. The Offer to Purchase.
2. A Blue Letter of Transmittal, including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, for your use in
connection with the tender of Notes by record holders and for the
information of your clients.
3. A Yellow form of letter addressed "To Our Clients" that may be sent to your
clients for whose accounts you hold Notes registered in your name or the
name of your nominee, with space provided for obtaining the clients'
instructions with regard to the Offer.
4. A Pink Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Notes are not lost but not immediately available, or if the
procedure for book-entry transfer cannot be completed on or prior to the
Expiration Date.
5. A return envelope addressed to an affiliate of The Chase Manhattan Bank, as
Depositary (the "Depositary").
Your prompt action is requested. 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.
Please refer to "Procedures for Tendering Notes" in the Offer to Purchase
for a description of the procedures which must be followed to tender Notes
in the Offer.
Additional copies of the enclosed materials may be obtained from the
Depositary at (000) 000-0000 or (000) 000-0000.
Very truly yours,
ST. XXXX FIRE & MARINE INSURANCE COMPANY
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY, THE TRUSTEE, OR THE DEPOSITARY, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF
THEM WITH RESPECT TO THE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
