-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Lj1nuRHbzS3e5CWnRYzUjL2uoWTLmeqruuUWjryIS1z60Mu06+2BXo8xVGnhINiu d0EEYZrExDzlIs21ZSfq1Q== 0000074931-95-000012.txt : 19950605 0000074931-95-000012.hdr.sgml : 19950605 ACCESSION NUMBER: 0000074931-95-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950602 EFFECTIVENESS DATE: 19950621 SROS: NYSE FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59847 FILM NUMBER: 95544811 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 S-8 1 As filed with the Securities and Exchange Commission on June 2, 1995 REGISTRATION NO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ORION CAPITAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 95-6069054 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 600 Fifth Avenue, New York, New York 10020-2302 (Address of Principal Executive Offices) (Zip Code) Orion Capital Corporation 1994 Stock Option Plan for Non-Employee Directors (Full Title of Plan) Michael P. Maloney Vice President, General Counsel and Secretary Orion Capital Corporation 600 Fifth Avenue New York, New York 10020-2302 (Name and Address of Agent for Service) (212) 332-8080 (Telephone Number, Including Area Code, of Agent for Service) ----------------------------------------- COPY TO: John J. McCann, Esq. Donovan Leisure & Irvine 30 Rockefeller Plaza New York, New York 10112-0156 (212) 632-3000 --------------------------------- CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Per Offering Registration be Registered Registered(1) Share(2) Price Fee - ------------------------------------------------------------------------------ Common Stock, $1.00 100,000 $38.50 $3,850,000 $1,328 par value per Share - ------------------------------------------------------------------------------ (1) The 100,000 shares of Common Stock being registered hereby will be issuable from time to time by Orion Capital Corporation (the "Company") to individuals exercising options under the Company's 1994 Stock Option Plan for Non-Employee Directors. In addition to the 100,000 shares of Common stock indicated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of shares of Common Stock which may be issuable as a result of anti- dilution adjustments made under the 1994 Stock Option Plan for Non-Employee Directors and pursuant to the Company's stockholder rights plan. (2) The maximum offering price per share used to calculate the registration fee with respect to the 100,000 shares of Common Stock issuable under the 1994 Stock Option Plan for Non-Employee Directors was estimated pursuant to Rule 457(h) under the Securities Act using the average of the high and low prices per share of the Common Stock reported on the New York Stock Exchange on June 1, 1995. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ----------------------------------------------------- Pursuant to Rule 428(b)(1) under the Securities Act, the documents containing the information specified in Part I of Form S-8 will be sent or given to each participant in the Orion Capital Corporation 1994 Stock Option Plan for Non-Employee Directors (the "Plan"). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) Prospectus. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT --------------------------------------------------- Item 3. Incorporation of Documents by Reference ---------------------------------------- The documents listed below are incorporated by reference herein, and all documents subsequently filed by Orion Capital Corporation ("Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post- effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. (a) Registrant's Annual Report on Form 10-K for the year ended December 31, 1994. (b) Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1995. (c) The description of Registrant's Common Stock and its preferred stock purchase rights associated with the Common Stock, contained in its registration statement filed pursuant to Section 12 of the Exchange Act and any amendment or report filed for the purposes of updating those descriptions. 2 The consolidated financial statements and schedules of the Registrant included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Item 6. Indemnification of Directors and Officers ------------------------------------------ Article IX of Registrant's By-Laws requires indemnification of Registrant's directors and officers to the full extent permitted by the Delaware General Corporation Law (the "Law") and provides for the advancement of defense expenses provided the director or officer agrees to repay the advance if it is ultimately determined that he is not entitled to indemnification. Article IX also provides that the indemnification provided by the By-Laws is not exclusive. Section 145(a) of the Law provides in general that a corporation may indemnify anyone who is or may be a party to a legal proceeding by reason of his service as a director or officer against expenses, adjustments, fines and settlement payments actually and reasonably incurred if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, as to any criminal proceeding,had no reasonable cause to believe his conduct was unlawful. Section 145(b) of the Law provides similarly where the proceeding is by or in the right of the corporation to procure a judgement in its favor. Section 145(g) of the Law allows a corporation to maintain insurance on behalf of any officer or director against any liability incurred by him in such capacity, whether or not the corporation would have the power to indemnify him against such liability under the Law. Registrant maintains such directors and officers liability insurance coverage. Each of Registrant's directors has entered into an indemnity agreement with Registrant which (i) confirms the indemnity set forth in the By-laws and gives assurances that such indemnity will continue to be provided despite any By-law changes and (ii) provides, subject to certain conditions, that the director shall be indemnified to the fullest possible extent permitted by law against all expenses, judgements, fines and settlement amounts incurred or paid by him in any proceeding. As permitted by Section 102(b)(7) of the Law, Article VII of Registrant's Certificate of Incorporation eliminates personal liability of any director to Registrant and its stockholders for breach of the director's fiduciary duty of care, except where the director has breached his duty of loyalty, acted in bad faith, engaged in intentional or knowing misconduct, negligently or willfully declared an improper dividend or effected an unlawful stock repurchase or redemption, or obtained an improper personal benefit. 3 Item 8. Exhibits -------- 4.0 Orion Capital Corporation 1994 Stock Option Plan for Non-Employee Directors 5.0 Opinion of Donovan Leisure Newton & Irvine 15.0 Letter in Lieu of Consent of Deloitte & Touche LLP 23.1 Consents of Deloitte & Touche LLP 23.2 Consent of Donovan Leisure Newton & Irvine (incorporated in Exhibit 5) 24.0 Power of Attorney of Signatories Item 9. Undertakings ------------- (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(ii) do not apply -------- ------- if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 4 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 2nd day of June, 1995. ORION CAPITAL CORPORATION By: /s/ Alan R. Gruber ----------------------- Alan R. Gruber Chairman and Chief Executive Officer 5 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date or dates indicated: Signature Title Date - --------- ----- ---- /s/ Alan R. Gruber - ------------------ Alan R. Gruber Chairman and Chief June 2, 1995 Executive Officer (Principal Executive and Financial Officer) and Director * - ----------------- Daniel L. Barry Vice President and June 2, 1995 Controller (Principal Accounting Officer) * - ----------------- John C. Colman Director June 2, 1995 * - ------------------ Director June 2, 1995 Larry D. Hollen * - ------------------ Robert H. Jeffrey Director June 2, 1995 * - ----------------- Warren R. Lyons Director June 2, 1995 * - ----------------- Ronald W. Moore Director June 2, 1995 6 * - ----------------- Robert B. Sanborn Director June 2, 1995 * - --------------- William J. Shepherd Director June 2, 1995 * - ------------------ John R. Thorne Director June 2, 1995 * - ------------------ Roger B. Ware Director June 2, 1995 *Pursuant to Power of Attorney: By: Michael P. Maloney ------------------ Name: Michael P. Maloney Title: Vice President, General Counsel and Secretary Attorney-in-Fact June 2, 1995 7 EX-4 2 EXHIBIT 4.0 ORION CAPITAL CORPORATION 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purpose The purpose of the Orion Capital Corporation 1994 Stock Option Plan for Non-Employee directors (the "Plan") is to promote the interests of Orion Capital Corporation (the "Company") and its stockholders by strengthening the Company's ability to attract and retain the services of experienced and knowledgeable non-employee directors and by encouraging such directors to acquire an increased proprietary interest in the Company. 2. Shares Subject to the Plan Subject to adjustment as provided in Article 7, the total number of shares of common stock (the "Common Stock") of the Company for which options may be granted under the Plan shall be 100,000 shares of Common Stock (the "Shares"). The Shares shall be shares currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions. If any option granted under the Plan expires or terminates for any reason without having been exercised in full, the Shares subject to, but not delivered under, such options may become available for that grant of other options under the Plan. No shares delivered to the Company in full or partial payment of an option exercise price payable pursuant to Section 6.3 shall become available for the grant of other options under the Plan. 3. Administration of the Plan The Plan shall be administered by the Compensation Committee of the Company's Board of Directors (the "Committee"), subject to Articles 10 and 11. Subject to the terms of the Plan, the Committee shall have the power to construe the provisions of the Plan, to determine all questions arising thereunder, and to adopt and amend such rules and regulations for administering the Plan as the Committee deems desirable. 4. Participation in the Plan Each member of the Company's Board of Directors (a "Director") who is not otherwise an employee of the Company or any subsidiary of the Company (an "Eligible Director") shall be eligible to participate in the Plan. 5. Nonstatutory Stock Options all options granted under the Plan shall be nonstatutory options not intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended. 6. Option Terms Each option granted to an Eligible Director under the Plan and the issuance of Shares thereunder shall be subject to the following terms: 6.1 Option Agreements. Each option granted under the Plan shall be evidenced by an option agreement (an "Agreement") duly executed on behalf of the Company and by the Eligible Director to whom such option is granted and dated as of the applicable date of grant. Each Agreement shall be signed on behalf of the Company by an officer or officers delegated such authority by the Committee using either manual or facsimile signature. Each Agreement shall comply with and be subject to the terms and conditions of the Plan. Any Agreement may contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Committee. 6.2 Option Grant Size and Grant dates. 6.2.1 Initial Grants. An option to purchase 5,000 Shares as adjusted pursuant to Article 7 (an "Initial Grant") shall be granted to a. each Director who is an Eligible Director on the Effective Date (as hereinafter defined), and b. each other Eligible Director immediately following the Annual Meeting at which such Director is first elected to be a Director or at the close of business on the day upon which such Eligible Director is first appointed by the Board to be a Director, whichever first occurs; provided, that if an Eligible Director who previously received an Initial Grant terminates service as a Director and is subsequently elected or appointed to the Board, such Director shall not be eligible to receive a second Initial Grant, but shall be eligible to receive only Annual Grants as provided in Section 6.2.2. 6.2.2 Annual Grants. An option to purchase 1,000 Shares as adjusted pursuant to Article 7 (an "Annual Grant"), shall be granted automatically each year, immediately following the Annual Meeting, to each Director who is an Eligible Director at such time. 6.3 Option Exercise Price. Each Agreement shall state the exercise price per share of the shares of Common Stock to which it relates. The exercise price per share of Common Stock subject to an option shall not be less than 100% of the fair market value ("Fair Market Value") per share of such Common Stock at the close of business on the day of the grant of the option. For purposes of this Plan, Fair Market Value on any date shall be the closing price per share of Common Stock on such date as reported on the New York Stock Exchange composite tape. 6.4 Exercisability. Subject to Section 6.7, an option shall become exercisable on the first anniversary of the day on which such option was granted, if the optionee has continued to serve as a Director until that day. 6.5 Time and Manner of Option Exercise. Any vested and exercisable option is exercisable in whole or in part at any time or from time to time during the term of the option period by giving written notice, signed by the person exercising the option, to the Company stating the number of Shares with respect to which the option is being exercised, accompanied by payment in full of the option exercise price for the number of Shares to be purchased and by the payment or making provision satisfactory to the Company for the payment of any taxes which the Company is obligated to collect with respect to the issue or transfer of the Shares upon such exercise. The date both such notice and payment are received by the office of the Secretary of the Company shall be the date of exercise for the stock option as to such number of Shares. No option may at any time be exercised with respect to a fractional Share. 6.6 Payment of Exercise Price. Payment of the option exercise price may be in cash or payment may be in whole or part by a. transfer to the Company of shares of Common Stock having a Fair Market Value equal to the option exercise price at the time of such exercise, or -2- b. delivery of instructions to the Company to withhold shares, that would otherwise be issued on such exercise of the option, having a Fair Market Value at the time of such exercise equal to the total option exercise price of the options being exercised. If the Fair Market Value of the number of whole shares transferred or the number of whole option Shares surrendered is less than the total exercise price of the option being exercised, the shortfall must be made up in cash. 6.7 Terms of Options. Each option shall expire ten years from its date of grant, but shall be subject to earlier termination as follows: a. In the event of the termination of an optionee's services as a Director by reason of voluntary mid-term retirement, declining to stand for re-election, becoming a full time employee of the Company or a subsidiary of the Company or becoming disabled, all options granted pursuant to this Plan but unexercisable pursuant to Section 6.4 shall automatically expire and shall not be exercisable and all options exercisable pursuant to Section 6.4 but unexercised shall continue to be exercisable until the stated expiration date of such options. b. In the event of the death of an optionee or total disability while the optionee is a Director, the then outstanding options of such optionee that have vested pursuant to Section 6.4 shall be exercisable for one year from the date of the death of the optionee or until the stated grant expiration date, whichever is earlier, by his/her successors in interest, in accordance with the paragraph below. However, all options which have been granted, but have not become exercisable pursuant to Section 6.4, shall automatically expire. c. In the event of the termination of an optionee's service as a Director by the Board of Directors for cause or the failure of such Director to be re-elected (other than for the reasons set forth in Section 6.7(a) or (b), the Committee in its sole discretion can cancel the then-outstanding options of such optionee, including those options which are exercisable and such options shall automatically expire and become non-exercisable on the effective date of such termination. Exercise of a deceased optionee's options that are still exercisable shall be by the estate of such optionee or by a person or persons whom the optionee has designated in writing filed with the Company, or, if no such designation has been made, by the person or persons to whom the optionee's rights have passed by will or the laws of descent and distribution. 6.8 Transferability. The right of any optionee to exercise an option granted under the Plan shall, during the lifetime of such optionee, be exercisable only by the optionee and shall not be assignable or transferable by such optionee other than by will or the laws of descent and distribution. 6.9 Limitation of Rights. 6.9.1 Limitation as to Shares. Neither the recipient of an option under the Plan nor an optionee's successor or -3- successors in interest shall have any rights as a stockholder of the Company with respect to any Shares subject to an option granted to such person until the date of issuance of a stock certificate for such Shares. 6.9.2 Limitation as to Directorship. Neither the Plan, nor the granting of an option, nor any other action taken pursuant to the Plan shall constitute or be evidence of any greement or understanding, express or implied, that an Eligible Director has a right to continue as a Director for any period of time or at any particular rate of compensation. 6.10 Regulatory Approval and Compliance. The Company shall not be required to issue any certificate or certificates for Shares upon the exercise of an option granted under the Plan or to record as a holder of record of Shares the name of the individual exercising an option under the Plan, without obtaining to the complete satisfaction of the Committee the approval of all regulatory bodies deemed necessary by the Committee and without complying, to the Committee's complete satisfaction, with all rules and regulations under federal, state, or local law deemed applicable by the Committee. 7. Capital Adjustments The aggregate number and class of Shares subject to and authorized by the Plan, the number of class of Shares with respect to which an option may be granted to an Eligible Director under the Plan as provided in Article 6, the number and class of Shares subject to each outstanding option, and the exercise price per share specified in each such option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a split-up or consolidation of shares or any like capital adjustment or the payment of any stock dividend, or other increase or decrease in the number of such Shares effected without receipt of consideration by the Company. 8. Effectiveness of the Plan The Plan shall be effective as of 1994 (the "Effective Date"), subject to the approval by the Company's stockholders. All options issued prior to the date of the approval of the Plan by the Company's stockholders shall be issued subject to such approval. The Plan shall continue in effect until it is terminated by action of the Board or the Company's stockholders, but such termination shall not affect the terms of any then-outstanding options. 10. Termination and Amendment of the Plan The Board may amend, terminate or suspend the Plan at any time, in its sole and absolute discretion; provided, however, that if required to qualify the Plan under Rule 16b-3 promulgated under Section 16, of the Securities Exchange Act of 1934, as amended, ("Rule 16b-3") no amendment shall be made more than once every six months that would change the amount, price or timing of the Initial and Annual Grants, other than to comport with changes in the Internal Revenue Code of 1986, as amended, or the rules and regulations promulgated thereunder; and provided, further, that if required to qualify the Plan under the Rule 16b-3, no amendment that would a. materially increase the number of Shares that may be issued under the Plan, b. materially modify the requirements as to eligibility for participation in the Plan, or c. otherwise materially increase the benefits accruing to participants under the Plan shall be made without the approval of the Company's stockholders. -4- 11. Compliance with Rule 16b-3 Other provisions of the Plan notwithstanding, neither the Committee nor any other person (other than an Eligible Director acting in conformity with the terms of the Plan) shall have any discretionary authority to make determinations regarding the Plan required by Rule 16b-3 to be afforded exclusively to "disinterested persons" as defined thereunder. Adopted by the Board of Directors on September 12, 1994 and approved by the stockholders of the Company on May 31, 1995. -5- EX-5 3 Exhibit 5.0 June 1, 1995 Orion Capital Corporation 600 Fifth Avenue New York, New York 10020-2302 Ladies and Gentlemen: We understand that a Registration Statement on Form S-8 (the "Registration Statement") is being filed on or about the date of this letter with the Securities and Exchange Commission covering the registration under the Securities Act of 1933, as amended (the "Act"), of shares of common stock, par value $1.00 per share (the "Securities"), of Orion Capital Corporation (the "Company") to be offered in connection with the Company's 1994 Stock Option Plan for Non-Employee Directors (the "Plan"). We have examined and are familiar with the corporate records of the Company, including its Restated Certificate of Incorporation, as amended, its By-Laws, minutes of directors' and stockholders' meetings relating to the Plan and such other documents, including the Plan and certificates of public officials, which we have deemed relevant or necessary as the basis for our opinion as set forth herein. Based on the foregoing, it is our opinion that: 1. The Company is duly incorporated and validly existing in good standing under the laws of the State of Delaware. 2. The Securities have been duly authorized and when issued pursuant to the Plan and paid for as con- templated thereby and the Registration Statement will be legally issued, fully paid and non-assessable. We consent to the inclusion of this opinion as an exhibit to the Registration Statement referred to above. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, Donovan Leisure Newton & Irvine EX-15 4 EXHIBIT 15.0 May 31, 1995 Orion Capital Corporation 600 Fifth Avenue New York, NY 10020-2302 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Orion Capital Corporation and subsidiaries for the periods ended March 31, 1995 and 1994, as indicated in our report dated April 26, 1995; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 is being used in this Registration Statement on Form S-8. We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP - ------------------------- Hartford, Connecticut EX-23.1 5 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENTS We consent to the incorporation by reference in this Registration Statement of Orion Capital Corporation on Form S-8 of our report dated February 24, 1995 appearing in the Annual Report on Form 10-K of Orion Capital Corporation for the year ended December 31, 1994. /s/ Deloitte & Touche LLP - ------------------------- Hartford, Connecticut May 31, 1995 We consent to the incorporation by reference in this Registration Statement of Orion Capital Corporation on Form S-8 of our report dated February 22, 1995 appearing in the Annual Report on Form 10-K of Guaranty National Corporation for the year ended December 31, 1994. /s/ Deloitte & Touche LLP - ------------------------- Denver, Colorado May 31, 1995 EX-24 6 Exhibit 24.0 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the officer/director of Orion Capital Corporation whose signature appears below constitutes and appoints Alan R. Gruber, Larry D. Hollen and Michael P. Maloney his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any or all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, and hereby ratifies and confirms all his said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfull do or cause to be done by virtue thereof. Signature and Title Date - ------------------------- -------------- /s/ John C. Colman May 31, 1995 - ------------------------- John C. Colman Director /s/ Larry D. Hollen May 31, 1995 - ---------------------------------- Larry D. Hollen President and Chief Operating Officer and Director /s/ Robert H. Jeffrey May 31, 1995 - ---------------------- Robert H. Jeffrey Director Signature and Title Date - ---------------------- -------- /s/ Warren R. Lyons May 31, 1995 - ---------------------- Warren R. Lyons Director /s/ Ronald W. Moore May 31, 1995 - ---------------------- Ronald W. Moore Director /s/ Robert B. Sanborn May 31, 1995 - ---------------------- Robert B. Sanborn Director /s/ William J. Shepherd May 31, 1995 - ----------------------- William J. Shepherd Director /s/ John R. Thorne May 31, 1995 - ----------------------- John R. Thorne Director /s/ Roger Ware May 31, 1995 - ----------------------- Roger B. Ware Director -----END PRIVACY-ENHANCED MESSAGE-----