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USF&G Corp · SC 13D · Titan Holdings Inc · On 8/15/97

Filed On 8/15/97 · SEC File 5-50863 · Accession Number 1006199-97-97

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 8/15/97  USF&G Corp                        SC 13D                 1:11   Titan Holdings Inc                Piper & Marbury/MD/FA

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11     39K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be filed as Exhibits Purpose of the Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
4	Item 4. Purpose of the Transaction
6	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
7	Item 7. Material to be filed as Exhibits

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 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

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--------------------------------------------------------------------------------

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.                                                               

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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

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     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.

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     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

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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.                               

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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

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                                                        · Enlarge/Download Table

                                   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

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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            


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 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%          

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 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.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	6/30/97	7	11	10-Q, 10-Q/A, 11-K
	8/7/97	1	11	8-K
Filed On / Filed As Of	8/15/97	7		8-K
	8/19/97
	8/7/98	4

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USF&G Corp · SC 13D · Titan Holdings Inc · On 8/15/97

Filed On 8/15/97 · SEC File 5-50863 · Accession Number 1006199-97-97

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents