-----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, Ldlt0rnUvtX36ZrJ9/WwyrTkvt6xOJe4TtwkgX601UyrvB0xMurwpeOZCKF2uUtR ygdyk9J8bgqQlwc/jREazw== 0000074931-96-000026.txt : 19960717 0000074931-96-000026.hdr.sgml : 19960717 ACCESSION NUMBER: 0000074931-96-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960716 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43461 FILM NUMBER: 96595264 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: 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. 1 Guaranty National Corporation (Name of Issuer) Common Stock, $1.00 par value (Title of class of securities) 401192109 (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 July 2, 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:[x] Check the following box if a fee is being paid with this statement: [] (Continued on following pages) Exhibit Index Appears on Page 11 CUSIP No.401192109 - --------------------------------------------------------------------- 1) Names of Reporting Persons (a) Orion Capital Corporation S.S. of IRS Identification IRS No. 95-6069054 Nos of Above Persons (b) The Connecticut Indemnity Company IRS No. 06-0303520 (c) Connecticut Specialty Insurance Company IRS No. 06-1121822 (d) Design Professionals Insurance Company IRS No. 94-2319176 (e) Employee Benefits Insurance Company IRS No. 95-1613489 (f) EBI Indemnity Company IRS No. 06-1008792 (g) The Fire and Casualty Insurance Company of Connecticut IRS No. 06-0640218 (h) Security Insurance Company of Hartford IRS No. 06-0529570 (i) Security Reinsurance Company IRS No. 06-1008792 (j) SecurityRe, Inc. IRS No. 06-1008789 - ----------------------------------------------------------------- 2) Check the Appropriate Box if a (a) Member of a Group (b) X (See Instructions) (c) X (d) X (e) X (f) X (g) X (h) X (i) X (j) X - -------------------------------------------------------------- 3) SEC use Only - -------------------------------------------------------------- - 2 - - -------------------------------------------------------------- 4) Source of Funds (a) WC (See Instructions) (b) WC (c) WC (d) WC (e) WC (f) WC (g) WC (h) WC (i) WC (j) 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 (h) Connecticut (i) Connecticut (j) Connecticut - -------------------------------------------------------------- (7) Sole Voting Number Power 12,009,942 of Shares (8) Shared Voting Beneficially Power Owned by (9) Sole Dispositive 12,009,942 Each Reporting Power Person With (10) Shared Dispositive Power - -------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,009,942 - -------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) - 3 - - -------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 80.3% - -------------------------------------------------------------- 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 (h) CO, IC (i) CO, IC (j) CO - 4 - Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, $1.00 par value (the "Common Stock"), of Guaranty National Corporation ("GNC" or the "Company"). The principal executive offices of GNC are located at 9800 South Meridian Boulevard, Englewood, Colorado 80112. Item 2. Identity and Background. ------------------------ This statement is filed by Orion Capital Corporation ("Orion or the Parent"), a Delaware corporation with its principal executive offices at 600 Fifth Avenue, New York, New York 10020, and nine of Orion's subsidiaries, each of which is a corporation organized under the laws of the state of Connecticut: The Connecticut Indemnity Company ("CI"); Connecticut Specialty Insurance Company ("CSIC"); Design Professionals Insurance Company ("DPIC"); Employee Benefits Insurance Company ("EBIC"); EBI Indemnity Company ("EIC"); The Fire and Casualty Insurance Company of Connecticut ("F&C"); Security Insurance Company of Hartford ("SICH"); Security Reinsurance Company ("SRC"); and SecurityRe, Inc. ("SRI"). The principal offices of CI, CSIC, DPIC, EBIC, EIC, F&C, SICH, SRC and SRI are located at 9 Farm Springs Drive, Farmington, Connecticut 06032. Orion owns, directly or indirectly, - 5 - all of the outstanding capital stock of each of CSIC, DPIC, EBIC, EIC, F&C, SICH, SRC and SRI (collectively, the "Subsidiaries"). The Subsidiaries, other than SRI, 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. SRI is engaged in facultative reinsurance management. This statement amends Items 3, 4, 5, 6 and 7 of the Schedule 13D dated May 8, 1996 (which supplemented and modified the information contained in Amendment No. 2 to the Schedule 13G dated February 5, 1996 and filed in paper format by Orion and the Subsidiaries with respect to GNC's Common Stock) by adding to such items the information contained herein. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- An aggregate of $85,100,000 was needed to purchase the 4,600,000 shares of GNC Common Stock pursuant to the Offer. Each Subsidiary and Orion utilized its available cash and short-term investments to purchase the shares of GNC Common Stock which were the subject of the Offer. Item 4. Purpose of Transaction. ----------------------- As of midnight on July 1, 1996, the Offer expired; and on July 2, 1996 Orion and certain of the Subsidiaries accepted for - 6 - payment, subject to proration, 4,600,000 shares of GNC Common Stock. In a press release dated July 9, 1996, a copy of which is attached hereto as Exhibit 1 and incorporated by reference herein, Orion announced the successful consummation of the Offer to Purchase 4,600,000 shares of GNC Common Stock; the 4,600,000 shares so purchased, together with the 7,409,942 shares of GNC Common Stock already owned by the Subsidiaries, represents approximately 80.3% of the GNC shares outstanding. Item 5. Interest in Securities of Issuer. --------------------------------- According to GNC's quarterly report on Form 10-Q for the quarter ended March 31, 1996, there were 14,961,354 shares of GNC Common Stock outstanding as of May 6, 1996. In addition to the 7,409,942 shares of GNC Common Stock previously reported as owned by the Subsidiaries, Orion and certain of the Subsidiaries purchased a total of 4,600,000 shares of GNC Common Stock at $18.50 per share pursuant to the Offer, as follows: Company No. of Shares Purchased ---------- ----------------------- Orion 1,025,000 CI 650,000 CSIC 105,000 DPIC 150,000 EBIC 125,000 EIC 125,000 F&C 225,000 SICH 2,195,000 --------- 4,600,000 ========= - 7 - Following consummation of the Offer, Orion and the Subsidiaries own, in the aggregate, 12,009,942 shares of GNC Common Stock, as follows: Company No. of Shares Directly Owned ------- ---------------------------- Orion 1,025,000 CI 1,057,795 CSIC 215,154 DPIC 317,115 EBIC 618,612 EIC 630,379 F&C 422,416 SICH 7,116,802 SRC 538,955 SRI 67,714 ---------- 12,009,942 ========== Orion may continue to be deemed the beneficial owner of all shares of GNC Common Stock owned by the Subsidiaries. Except as previously reported, or to the extent that the officers and directors of Orion and the Subsidiaries may be deemed to "beneficially own" shares of GNC Common Stock by reason of their voting power or investment power with respect to the shares owned by Orion and the Subsidiaries, no officer or director of Orion nor any of the Subsidiaries beneficially owns, or has the - 8 - right to acquire, directly or indirectly, any shares of GNC Common Stock or has effected any transaction in shares of GNC Common Stock since May 3, 1996 (other than the tender of shares pursuant to the Offer). Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer --------------------------------------------. Attached hereto as Exhibit 2 and incorporated by reference herein is a copy of an Amendment, dated as of June 18, 1996, to the Shareholder Agreement by and among GNC, Orion and the Subsidiaries. The Amendment provides certain ongoing rights to the shareholders of GNC other than Orion and its Subsidiaries. Item 7. Materials to be filed as Exhibits ------------------------------------. Exhibit 1 - Form of Press Release of Orion dated July 9, 1996 Exhibit 2 - Amendment, dated as of June 18, 1996, to Shareholder Agreement by and among GNC, Orion and the Sub- sidiaries - 9 - 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/ Michael P. Maloney ------------------------------ Vice President, General Counsel and Secretary THE CONNECTICUT INDEMNITY COMPANY CONNECTICUT SPECIALTY INSURANCE COMPANY DESIGN PROFESSIONALS INSURANCE COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY EBI INDEMNITY COMPANY THE FIRE AND CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD SECURITY REINSURANCE COMPANY SECURITYRE, INC. By:/s/ Craig A. Nyman ---------------------------- Vice President and Treasurer Dated: July 15, 1996 - 10- EXHIBIT INDEX Exhibit 1 Form of Press Release dated July 9, 1996 Exhibit 2 Amendment, dated as of June 18, 1996, to Shareholder Agreement by and among GNC, Orion and the Subsidiaries - 11 - EX-1 2 Exhibit 1 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 ORION CAPITAL SUCCESSFULLY CONSUMMATES CASH TENDER OFFER FOR GUARANTY NATIONAL SHARES SETTLES RELATED LAW SUITS New York, New York, July 9, 1996 -- Orion Capital Corporation (NYSE: OC) today announced that it has purchased the 4,600,000 shares of Guaranty National Corporation (NYSE: GNC) Common Stock for which it tendered. The tender offer expired at 12:00 midnight, New York City time on July 1, 1996. Based on its final tabulation, the Depositary for the Offer has informed Orion that 6,774,515 shares of Guaranty National Corporation were tendered and not withdrawn pursuant to the Offer (including 2,369,030 shares tendered by means of notices of guaranteed delivery which did not fail). The proration factor used was .67901168. The 4,600,000 shares, together with the 7,409,942 shares previously owned by certain of Orion's wholly-owned subsidiaries, represent approximately 80.3% of the shares of Guaranty National Corporation currently outstanding. Payment for shares accepted pursuant to the Offer will commence on July 9, 1996. An Orion spokesperson also announced that on July 2, 1996, Orion, on behalf of the Purchasers (Orion and certain of its wholly-owned subsidiaries) and Guaranty National, signed a Memorandum of Understanding with respect to the settlement and dismissal of the three law suits which were brought as a result of the tender. The plaintiffs would, under the terms of the Memorandum of Understanding, terminate all pending litigation on behalf of the entire purported class of allegedly affected stockholders of Guaranty National, based on the revisions which Purchasers made in the terms of the Offer to Purchase. 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 interest in Guaranty National Corporation. ### EX-2 3 Exhibit 2 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-----