-----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, CCvqf6A7vPuQ7B9Pe6WoOnhZ9H9YuaQX6B18uLtKHyKJDEQmiY5FIthG2kYYqaTU 1yFe4exUvgwfikIzlpA4EA== 0000906416-96-000044.txt : 19960816 0000906416-96-000044.hdr.sgml : 19960816 ACCESSION NUMBER: 0000906416-96-000044 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960814 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIB EARL INC CENTRAL INDEX KEY: 0000087196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 951759002 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13862 FILM NUMBER: 96613213 BUSINESS ADDRESS: STREET 1: 8737 WILSHIRE BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211-2795 BUSINESS PHONE: 3106524880 MAIL ADDRESS: STREET 1: 8737 WILSHIRE BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211-2795 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORION CAPITAL CORP CENTRAL INDEX KEY: 0000074931 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 956069054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020-2302 BUSINESS PHONE: 212-332-8080 MAIL ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020-2302 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY FUNDING CORP OF AMERICA DATE OF NAME CHANGE: 19760518 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP OF AMERICA DATE OF NAME CHANGE: 19670330 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP DATE OF NAME CHANGE: 19661024 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l3D Under the Securities Exchange Act of l934 (Amendment No. 6) EARL SCHEIB, INC. (Name of Issuer) Capital Stock, $1.00 par value (Title of class of securities) 806398108 (CUSIP Number) Michael P. Maloney, Esq. Vice President, General Counsel and Secretary Orion Capital Corporation 600 Fifth Avenue New York, New York 10020 (212) 332-8080 - ------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) Copies of all notices and communications should be sent to: John J. McCann, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York l0112 August 8, 1996 - ---------------------------------------------------------------------------- (Date of event which requires filing of this statement) If filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this statement and is filing this statement because of Rule l3d-l(b) (3) or (4), check the following: Check the following box if a fee is being paid with this statement: [] (Continued on followng pages) Page 1 of 9 Pages CUSIP No.806398108 - ----------------------------------------------------------------------------- 1) Names of Reporting Persons (a) Orion Capital Corporation S.S. or IRS Identification IRS No. 95-6069054 Nos. of Above Persons (b) The Connecticut Indemnity Company IRS No. 06-0303520 (c) Employee Benefits Insurance Company IRS No. 95-1613489 (d) EBI Indemnity Company IRS No. 06-1092819 (e) The Fire & Casualty Insurance Company of Connecticut IRS No. 06-0640218 (f) Security Insurance Company of Hartford IRS No. 06-0529570 (g) Security Reinsurance Company IRS No. 06-1008792 - ------------------------------------------------------------------------------ 2) Check the Appropriate Box if a (a) X Member of a Group (b) X (See Instructions) (c) X (d) X (e) X (f) X (g) X - ------------------------------------------------------------------------------ 3) SEC use Only - ------------------------------------------------------------------------------ 4) Source of Funds (a) AF (See Instructions) (b) WC (c) WC (d) WC (e) WC (f) WC (g) WC - ------------------------------------------------------------------------------ 5) Check if Disclosure of Legal Proceedings are Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------ 6 Citizenship or Place of (a) Delaware Organization (b) Connecticut (c) Connecticut (d) Connecticut (e) Connecticut (f) Connecticut (g) Connecticut - ------------------------------------------------------------------------------ (7) Sole Voting Number Power 330,300 of Shares (8) Shared Voting Beneficially Power Owned by (9) Sole Dispositive 330,300 Each Reporting Power Person With (10) Shared Dispositive Power - ------------------------------------------------------------------------------ - 2 - 11) Aggregate Amount Beneficially Owned by Each Reporting Person 330,300 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) - ------------------------------------------------------------------------------ 13) Percent of Class Represented by Amount in Row (11) 7.2% - ------------------------------------------------------------------------------ 14) Type of Reporting Person (a) CO, HC (See Instructions) (b) CO, IC (c) CO, IC (d) CO, IC (e) CO, IC (f) CO, IC (g) CO, IC - 3 - Item 1. Security and Issuer. ------------------- This statement relates to the Capital Stock, $1.00 par value (the "Capital Stock"), of Earl Scheib, Inc. ("Scheib"). The principal executive offices of Scheib are located at 8737 Wilshire Boulevard, Beverly Hills, California 90211-2795. Item 2. Identity and Background. ------------------------ This statement is filed by Orion Capital Corporation ("Orion"), a Delaware corporation with its principal executive offices at 600 Fifth Avenue, New York, New York 10020 and six of its wholly-owned subsidiaries, each of which is a corporation organized under the laws of the State of Connecticut: The Connecticut Indemnity Company ("CI"); Employee Benefits Insurance Company ("EBIC"); EBI Indemnity Company ("EIC"); The Fire & Casualty Insurance Company of Connecticut ("F&C"); Security Insurance Company of Hartford ("SICH"); and Security Reinsurance Company ("SRC"). The principal offices of CI, EBIC, EIC, F&C, SICH and SRC are located at 9 Farm Springs Drive, Farmington, Connecticut 06032. Orion owns, directly or indirectly, all of the outstanding capital stock of each of CI, EBIC, EIC, F&C, SICH and SRC (collectively, the "Subsidiaries"). The Subsidiaries underwrite and sell most types of property and casualty insurance with an emphasis on commercial insurance in specialized markets, particularly workers compensation and architect and engineer professional liability. This statement amends Items 2 and 5 of the Schedule 13D dated February 6, 1989, as amended by Amendment No. 1 dated July 7, 1989, by Amendment No. 2 dated September 26, 1989, by Amendment No. 3 dated - 4 - January 11, 1990, by Amendment No. 4 dated May 17, 1991 and by Amendment No. 5 dated May 13, 1996, each filed with the Commission by Orion and certain of its subsidiaries, by revising such items in accordance with the information contained herein. Item 5. Interest in Securities of Issuer. --------------------------------- According to Scheib's Annual Report on Form 10-K for the fiscal year ended April 30, 1996, there were 4,568,228 shares of Scheib Capital Stock outstanding as of July 22, 1996. The Subsidiaries own 330,300 shares in the aggregate or approximately 7.2% of the Scheib Capital Stock. Orion may continue to be deemed to be the beneficial owner of all shares of Scheib Capital Stock owned by the Subsidiaries. Of the 330,300 shares, CI owns 19,200 shares, EBIC owns 33,600 shares, EIC owns 48,000 shares, F&C owns 62,900 shares, SICH owns 136,600 shares and SRC owns 30,000 shares. Since June 10, 1996, the Subsidiaries sold a total of 60,100 shares on the dates and at the prices set forth in Appendix A hereto. All of the shares sold were sold in open market transactions on the American Stock Exchange. Each of the Subsidiaries has sole power to vote and dispose of its shares of Scheib Capital Stock; decisions with respect to acquisitions, voting and dispositions are made by the respective Investment Committees of each of the Subsidiaries, a majority of whose members are executive officers and/or directors of Orion. Orion's direct or indirect voting control of the Subsidiaries enables Orion ultimately to direct the acquisition, voting and disposition of shares of Scheib Capital Stock held by the Subsidiaries. - 5 - Except as set forth above, or to the extent that the executive officers and directors of Orion and the Subsidiaries may be deemed to "beneficially own" shares of Scheib Capital Stock by reason of their voting power or investment power with respect to the shares owned by the Subsidiaries, no executive officer or director of Orion or the Subsidiaries beneficially owns, or has the right to acquire, directly or indirectly, any shares of Scheib Capital Stock or has effected any transaction in shares of Scheib Capital Stock since June 10, 1996. - 6 - Signatures ----------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ORION CAPITAL CORPORATION By /s/ Raymond J. Schuyler ------------------------ Raymond J. Schuyler Vice President and Chief Investment Officer THE CONNECTICUT INDEMNITY COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY EBI INDEMNITY COMPANY THE FIRE & CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD SECURITY REINSURANCE COMPANY By /s/ Raymond J. Schuyler --------------------------- Raymond J. Schuyler Senior Vice President -- Investments Date: August 13, 1996 - 7 - APPENDICES APPENDIX PAGE A List of Sales of Scheib Capital 9 Stock - 8 - APPENDIX A Sales of Earl Scheib Capital Stock Number Price per Share Date Company of Shares (net of commission) - ---- ------- --------- ------------------- 6/12/96 CI 1,500 $7.835 6/13/96 CI 1,400 7.835 6/14/96 CI 1,800 7.835 6/17/96 CI 200 7.835 8/06/96 SICH 5,900 7.585 8/07/96 SICH 4,100 7.585 8/07/96 SICH 5,000 7.71 8/08/96 SICH 5,200 7.835 8/08/96 SICH 5,000 7.71 8/09/96 SICH 700 7.96 8/12/96 SICH 4,300 7.96 8/12/96 EBIC 25,000 7.95 - 9 - -----END PRIVACY-ENHANCED MESSAGE-----