-----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, QThj9Y1pHH53ER4nQu5HWt5o04DseqEcAqG+GueIYjUf1s1AKIOx02uo5srQ0/QH 3zQVJfSVk6pCpRU/OBdmjA== 0000074931-96-000020.txt : 19960619 0000074931-96-000020.hdr.sgml : 19960619 ACCESSION NUMBER: 0000074931-96-000020 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960618 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUARANTY NATIONAL CORP CENTRAL INDEX KEY: 0000044358 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 840445021 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43461 FILM NUMBER: 96582675 BUSINESS ADDRESS: STREET 1: 9800 SOUTH MERIDIAN BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112-5901 BUSINESS PHONE: 3037548400 MAIL ADDRESS: STREET 1: 9800 SOUTH MERIDIAN BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112-5901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORION CAPITAL CORP CENTRAL INDEX KEY: 0000074931 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 956069054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/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 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Guaranty National Corporation ------------------------------ (Name of Subject Company) Orion Capital Corporation The Connecticut Indemnity Company Connecticut Specialty Insurance Company Design Professionals Insurance Company EBI Indemnity Company Employee Benefits Insurance Company The Fire and Casualty Insurance Company of Connecticut Security Insurance Company of Hartford --------------------------------------- (Bidder) Common Stock, par value $1.00 per share ---------------------------------------- (Title of Class of Securities) 401192109 -------------------------------------- (CUSIP Number of Class of Securities) Michael P. Maloney, Esq. Vice President and General Counsel ORION CAPITAL CORPORATION 600 Fifth Avenue New York, New York 10020-2302 (212) 332-8080 - ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: John J. McCann, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York 10112 (212) 632-3000 This Statement is filed by Orion Capital Corporation ("Orion") and the following of its wholly-owned subsidiaries: The Connecticut Indemnity Company, Connecticut Specialty Insurance Company, Design Professionals Insurance Company, EBI Indemnity Company, Employee Benefits Insurance Company, The Fire and Casualty Insurance Company of Connecticut and Security Insurance Company of Hartford (collectively with Orion, the "Purchasers") relating to the tender offer of the Purchasers to purchase up to 4,600,000 shares of common stock, par value $1.00 per share (the "Shares"), of Guaranty National Corporation, a Colorado corporation (the "Company"). This Statement further amends the Schedule 14D-1 of the Purchasers, dated May 8, 1996 previously amended by Amendment No. 1 dated May 23, 1996, by Amendment No. 2 dated June 4, 1996 and by Amendment No. 3 dated June 11, 1996 (as heretofore and hereby amended, the "Schedule 14D-1"), by incorporating by reference herein the information set forth in the press release dated June 18, 1996 of Orion attached as Exhibit (a)(13) hereto. This Statement also amends Items 1, 3, 7, 10 and 11 of the Schedule 14D-1 by adding the information set forth below. Except as otherwise indicated herein, the Schedule 14D-1 remains unchanged in all respects. Capitalized terms not otherwise defined herein are defined as set forth in the Schedule 14D-1 or in the Offer to Purchase of the Purchasers, - 2 - dated May 8, 1996 as supplemented by the Supplement to the Offer to Purchase dated June 4, 1996 (the "Offer to Purchase"). Item 1. Security and Subject Company ----------------------------- The information set forth in Item 1 of the 14D-1 is hereby supplemented as follows: On June 18, 1996 the Purchasers increased the Offer price from $17.50 per Share net to the seller in cash to $18.50 per Share net to the seller in cash. The information set forth in the press release dated June 18, 1996 of Orion attached hereto as Exhibit (a)(13) is incorporated herein by reference. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company -------------------------- The information set forth in Item 3 of the 14D-1 is hereby supplemented as follows: Discussions took place during the period June 10 through June 17, 1996 between legal counsel for the Purchasers and legal counsel for the Company, with respect to the Company's plan to convene a meeting of the Board of Directors of the Company to consider amendment of the Company's Shareholder Rights Plan. During those discussions, legal counsel for the Company reiterated that the Special Committee and its financial advisors believed the Offer price was inadequate but suggested that it would be helpful to a resolution of open issues for the Purchasers to memorialize - 3 - the undertakings of the Purchasers, previously disclosed in the Supplement to the Offer to Purchase dated June 4, 1996, by amending the Shareholder Agreement dated November 7, 1991 by and among the Company, Orion and certain subsidiaries of Orion, as set forth in Exhibit (c)(5) hereto. On June 16, 1996, legal counsel for the Company indicated that if the undertakings previously made could be so memorialized and the Offer price adjusted as reflected in this Amendment No. 4, he hoped that the Company's financial advisors would find that the terms of the Offer are fair to the holders of Shares from a financial point of view. On June 17, 1996, during discussions between legal counsel for the Company and legal counsel for the Purchasers, further requests were made on behalf of the Company with respect to clarification of the undertakings previously made by the Purchasers and for the imposition of a further condition to the Offer: that a minimum of 3,776,000 Shares (a majority of the Shares not owned by the Purchasers) be validly tendered for the Offer to be effective. At a meeting of the Board of Directors of the Company held on June 18, 1996, the Special Committee reported that the Committee's financial advisors are of the opinion that an Offer of $18.50 in cash, particularly in light of the Amendment to the Shareholder Agreement attached as Exhibit (c)(5) - 4 - hereto and the imposition of the additional condition reflected in the press release attached as Exhibit (a)(13) hereto, would be fair to the stockholders of the Company from a financial point of view. Messrs. Gruber, Hollen and Sanborn participated in that meeting by telephone. The Board of Directors of the Company voted unanimously (with Messrs. Gruber, Hollen and Sanbornabstaining and Mr. Shepherd and Ms. Adams not in attendance at the meeting) to accept and approve the report of the Special Committee and to recommend acceptance of the Offer by holders of the Shares. On June 18, 1996, the Chairman of the Purchasers informed the Company's Board of Directors of their intention to amend the terms of the Offer as had been requested by the Special Committee and as reflected in this Amendment No. 4 and the Exhibits hereto. Item 7. Contracts, Arrangements, Understandings or Relationships with Respect to the Subject Company's Securities ------------------------------------------ The information set forth in Item 7 of the Schedule 14D-1 is hereby supplemented by incorporating the information set forth in Item 3 above. Item 10. Additional Information ------------------------ The information set forth in Item 10 of the Schedule 14D-1 is hereby supplemented as follows: Whether or not otherwise specifically referenced in response to the Items of this Statement, the information - 5 - contained in the press release dated June 18, 1996 of Orion attached hereto as Exhibit (a)(13) is incorporated herein by reference. Item 11. Material to be Filed as Exhibits --------------------------------- (a) (13) Press Release dated June 18, 1996 of Orion Capital Corporation (c) (5) Amendment dated June 18, 1996 to the Shareholder Agreement by and among Guaranty National Corporation, Orion Capital Corporation and certain sub- sidiaries of Orion Capital Corporation, as listed therein - 6 - SIGNATURE After due 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. Dated: June 18, 1996 ORION CAPITAL CORPORATION By /s/ Michael P. Maloney -------------------------- Vice President, General Counsel and Secretary THE CONNECTICUT INDEMNITY COMPANY CONNECTICUT SPECIALTY INSURANCE COMPANY DESIGN PROFESSIONALS INSURANCE COMPANY EBI INDEMNITY COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY THE FIRE AND CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD By /s/ Michael P. Maloney --------------------------- Senior Vice President - 7 - EXHIBIT INDEX Exhibit Description - ------- ------------ (a)(13) Press Release dated June 18, 1996 of Orion Capital Corporation (c)(5) Amendment dated June 18, 1996 to the Shareholder Agreement by and among Guaranty National Corporation, Orion Capital Corporation and certain subsidiaries of Orion Capital Corporation, as listed therein - 8 - EX-99.A.13 2 Exhibit (a)(13) From: Vincent T. Papa Dawn Dover (212) 332-8080 Robert Siegfried Jeanne Hotchkiss Kekst and Company (860) 674-6754 (212) 593-2655 FOR IMMEDIATE RELEASE GUARANTY NATIONAL RECOMMENDS ACCEPTANCE OF ORION CAPITAL CASH TENDER OFFER FOR GUARANTY NATIONAL SHARES AT INCREASED PRICE OF $18.50 PER SHARE; OFFER EXTENDED TO JULY 1, 1996 New York, New York, June 18, 1996 -- Orion Capital Corporation (NYSE: OC) today announced that the Board of Directors of Guaranty National Corporation (NYSE: GNC), pursuant to the recommendation of its Special Committee, has now recommended that Guaranty National's shareholders accept the outstanding Offer to Purchase by Orion and certain subsidiaries of up to 4,600,000 shares of Guaranty National common stock. The offered price has been increased from $17.50 per share to $18.50 per share in cash and the Expiration Date of the Offer has been extended to July 1, 1996. In response to a request made by the Special Committee, Orion has conditioned its revised offer on the receipt by it of a minimum of 3,776,000 validly tendered shares. Orion stated that through the close of business on June 17, 1996, 3,444,509 shares of Guaranty's Common Stock have been tendered pursuant to the Offer. The Offer continues to be subject to proration if more than 4,600,000 shares of common stock are validly tendered. Orion Capital Corporation is engaged in the specialty property and casualty insurance business through wholly-owned subsidiaries which include EBI Companies, DPIC Companies, Connecticut Specialty Insurance Group, SecurityRe Companies and Wm. H. McGee & Co. Inc., as well as through its 49.5% ownership interest in Guaranty National Corporation. ### EX-99.C.5 3 Exhibit (c)(5) AMENDMENT TO SHAREHOLDER AGREEMENT This Amendment is made as of June 18, 1996 (the "Amendment") by and among Guaranty National Corporation, a Colorado corporation ("Guaranty"), Orion Capital Corporation, a Delaware corporation ("Orion") and certain of Orion's wholly-owned subsidiaries, as listed on the signature page hereof (the "Subsidiaries"); this Amendment further revises that certain Shareholder Agreement dated as of November 7, 1991 by and among Guaranty, Orion and certain subsidiaries of Orion named therein. (The November 7, 1991 Shareholder Agreement, as previously amended on February 2, 1994 and March 2, 1995, is herein referred to as the "Shareholder Agreement.") Terms defined in the Shareholder Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Shareholder Agreement. WHEREAS, Orion and the Subsidiaries currently own approximately 49.5% of the outstanding Guaranty Common Stock, including certain shares received in 1995 on conversion of Guaranty's 7.85% Subordinated Notes due July 1, 2003 (the "7.85% Notes"); and WHEREAS, Orion and certain of the Subsidiaries have made a tender offer to purchase up to 4,600,000 additional shares of Guaranty Common Stock; and WHEREAS, Guaranty, Orion and the Subsidiaries have determined that it would be in their mutual best interests further to amend the Shareholder Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and subject to the terms and conditions hereinafter set forth, Guaranty, Orion and the Subsidiaries agree to further amend the Shareholder Agreement, as follows: Two additional subsidiaries of Orion, EBI Indemnity Company and SecurityRe, Inc., are hereby added as signatories to this Shareholder Agreement inasmuch as such companies currently hold shares of outstanding Guaranty Common Stock, which shares were received on conversion of the 7.85% Notes. Subject to at least 4,600,000 shares of outstanding Guaranty Common Stock having been validly tendered, accepted for payment and paid for pursuant to the tender offer, then, effective upon the closing of the purchase of such shares, the Section entitled "Miscellaneous" shall be amended by adding a new Subsection 3.10 to the Shareholder Agreement, as follows: 3.10 Further Agreements ------------------ (a) Orion and the Subsidiaries will not purchase, prior to July 1, 1999, additional shares of Guaranty Common Stock (if after giving effect to such purchase they would own more than 81% of the outstanding Guaranty Common Stock) other than pursuant to an offer made for all shares of outstanding Guaranty Common Stock not held by them, which offer is conditioned upon the acceptance thereof by at least a majority of the shares of Guaranty Common Stock then outstanding and not held by Orion and the Subsidiaries. (b) If an offer is made to holders of shares of outstanding Guaranty Common Stock, as described in subparagraph (a) above, prior to July 1, 1999, Orion and the Subsidiaries will offer a purchase price involving consideration equal to at least $18.50 per share. (c) Orion and the Subsidiaries will support the adoption of a policy by the Board of Directors of Guaranty that any repurchase of shares of outstanding Guaranty Common Stock by Guaranty prior to July 1, 1999 should be approved by a majority of those members of the Board of Directors who are independent of and not employed by any of Orion or the Subsidiaries. (d) If, at any time during the five-year period following July 1, 1996, Orion and the Subsidiaries should wish to sell as a block 90% or more of the aggregate number of shares then owned by them, or propose a merger or consolidation involving Guaranty, they will not do so unless (i) in the case of a sale of 90% or more of the aggregate number of shares owned by Orion and the Subsidiaries, the purchaser of such shares undertakes to offer to purchase all other shares of Guaranty Common Stock outstanding for consideration of substantially equivalent value to that offered to Orion and the Subsidiaries or (ii) in the case of a merger or consolidation, all shares are exchanged for substantially equivalent value. All other terms of the Shareholder Agreement shall continue in full force and effect. - 2 - IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the day and year set forth in the heading hereof. GUARANTY NATIONAL CORPORATION By /s/ Arthur J. Mastera ------------------------------ Arthur J. Mastera Senior Vice President ORION CAPITAL CORPORATION By /s/ Alan R. Gruber ------------------------------ Alan R. Gruber Chairman of the Board and Chief Executive Officer THE CONNECTICUT INDEMNITY COMPANY CONNECTICUT SPECIALTY INSURANCE COMPANY DESIGN PROFESSIONALS INSURANCE COMPANY EBI INDEMNITY COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY THE FIRE & CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD SECURITY REINSURANCE COMPANY By /s/ Alan R. Gruber ----------------------------- Alan R. Gruber Chairman SECURITYRE, INC. By /s/ Raymond J. Schuyler ------------------------------- Raymond J. Schuyler Senior Vice President-Investments - 3 - -----END PRIVACY-ENHANCED MESSAGE-----