-----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, Auq2/LESecccBICDBeBsKAxdtadrr1wxKrkRvELDajQo2SrZGUo8G3KAEJrRckYn I6NSZbT9obfSvRenuuHtRQ== 0000074931-96-000007.txt : 19960425 0000074931-96-000007.hdr.sgml : 19960425 ACCESSION NUMBER: 0000074931-96-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960424 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERCARGO CORP CENTRAL INDEX KEY: 0000815787 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 363414667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39814 FILM NUMBER: 96550037 BUSINESS ADDRESS: STREET 1: 1450 EAST AMERICAN LN STREET 2: 20TH FLR CITY: SCHAUMBURG STATE: IL ZIP: 60173 BUSINESS PHONE: 7085172510 MAIL ADDRESS: STREET 1: 1450 EAST AMERICAN LANE 20TH FLOOR CITY: SCHAUMBURG STATE: IL ZIP: 60173 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 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. 3 Intercargo Corporation (Name of Issuer) Common Stock, $1.00 par value (Title of class of securities) 45844C108 (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 April 18, 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 following pages) Page l of 19 Pages CUSIP No.45844C108 - ---------------------------------------------------------------------- 1) Names of Reporting Persons (a) Orion Capital Corporation S.S. of IRS Identification IRS No. 95-6069054 Nos of Above Persons (b) Security Insurance Company of Hartford IRS No. 06-0529570 --------------------------------------------------------------------- 2) Check the Appropriate Box if a (a) Member of a Group (b) X (See Instructions) - --------------------------------------------------------------------- 3) SEC use Only - ---------------------------------------------------------------------- 4) Source of Funds (a) AF (See Instructions) (b) 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 - ---------------------------------------------------------------------- (7) Sole Voting Number Power 1,622,209 of Shares (8) Shared Voting Beneficially Power Owned by (9) Sole Dispositive 1,622,209 Each Reporting Power Person With (10) Shared Dispositive Power - ---------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,622,209 - ---------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) - ---------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 21.2% - ---------------------------------------------------------------------- 14) Type of Reporting Person (a) CO, HC (See Instructions) (b) CO, IC - 2 - Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, $1.00 par value (the "Common Stock"), of Intercargo Corporation ("Intercargo"). The principal executive offices of Intercargo are located at 1450 American Lane, Schaumburg, Illinois 60173. 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 one of its wholly-owned subsidiaries, Security Insurance Company of Hartford ("SICH"), a Connecticut cor- poration. The principal offices of SICH are located at 9 Farm Springs Drive, Farmington, Connecticut 06032. Orion owns all of the outstanding capital stock of SICH. SICH underwrites and sells most types of property and casualty insurance with an emphasis on commercial insurance in specialized markets. Since this statement is the first electronic amendment to a paper format Schedule 13D, it generally restates the entire text of the Schedule 13D and specifically amends Items 2, 3, 4 and 5 of the Schedule 13D dated September 14, 1993, as amended by Amendment No. 1 dated January 3, 1994 - 3 - and by Amendment No. 2 dated March 2, 1995, each filed with the Commission by Orion and SICH, by revising such items in accordance with the information contained herein. The executive officers and directors of Orion and SICH, together with their present principal occupations and the names, principal businesses and addresses of any corporations or other organizations in which such principal occupations are conducted, appear in Appendix A. Each of the persons listed in Appendix A hereto is a citizen of the United States, except Graham Addington who is a citizen of the United Kingdom. Neither Orion nor SICH, nor to their best knowledge, any officer or director of Orion or SICH has, during the last five years, been convicted in any criminal proceeding, excluding traffic violations or similar misdemeanors, or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- The Intercargo Common Stock referred to in Item 5 hereof has been purchased with $20,065,511 from the general - 4 - investment funds of SICH. Item 4. Purpose of Transaction. ----------------------- The purchases of shares of Intercargo Common Stock were made because the shares are believed to represent a favorable investment opportunity at current market prices. On September 13, 1993, Orion, through SICH, purchased 700,000 shares of Intercargo Common Stock for cash in a private transaction with The Harper Group, Inc. ("Harper"). Pursuant to an agreement dated September 13, 1993 between Intercargo and Orion, Orion agreed to acquire 500,000 newly issued shares from Intercargo. The agreement provided that prior to December 31, 1998, without the consent of Intercargo's Board of Directors, Orion will not increase its holdings of Intercargo Common Stock beyond 22% of the outstanding shares of Intercargo or become a party to a tender offer or proxy contest. So long as Orion owns at least 1,000,000 shares of Intercargo Common Stock, Intercargo agreed to use its reasonable best efforts to cause one person designated by Orion to be elected to Intercargo's Board of Directors. Orion will have certain preemptive rights and will have registration rights with respect to the shares to be purchased from Intercargo. - 5 - Pursuant to a letter agreement dated February 14, 1995, Orion and Intercargo amended their original agreement dated September 13, 1993 with respect to Orion's ownership of Intercargo Common Stock. The amendment increased Orion's percentage ownership limitation from 22% to 24.9% of Intercargo's outstanding Common Stock. In addition, Orion agreed that prior to December 31, 1998, it will not seek to have more than one person designated by it elected to the Board of Directors of Intercargo. And prior to that date, Orion is to be limited to one representative on the Board. Each of Orion and SICH intends to review its holdings of Intercargo Common Stock as they may exist from time to time. As a result of such reviews, Orion and SICH may, to the extent consistent with and permitted by applicable regulations and its agreement with Intercargo, decide (i) to increase such holdings (ii) to maintain its then current holdings, or (iii) to sell all or part of the Intercargo Common Stock owned by it from time to time in accordance with its own investment policies and limitations. Subject to the foregoing, neither Orion nor SICH, nor to the best of their knowledge, any officer or director of Orion or SICH, has any current plans or proposals which - 6 - relate to, or would result in any of the following: (a) The acquisition by any person of additional securities of Intercargo, or the disposition of securities of Intercargo; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Intercargo or any of its subsidiaries; (c) Any sale or transfer of a material amount of assets of Intercargo or any of its subsidiaries; (d) Any change in the present board of directors or management of Intercargo, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of Intercargo; (f) Any other material change in Intercargo's business or corporate structure; (g) Any change in Intercargo's charter, by-laws or instruments corresponding thereto or any other action which may impede the acquisition of control of Intercargo by any person; (h) Causing a class of securities of Intercargo to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Intercargo becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of Issuer. --------------------------------- On September 13, 1993 SICH purchased 700,000 shares of the Common Stock of Intercargo in a private transaction - 7 - from Harper at $12.50 per share. Such shares represented approximately 9.8% of Intercargo's Common Stock. Prior to the filing of Amendment No. 1 in January 1994, Orion, through SICH, effected the following transactions after receipt of the requisite regulatory approvals: (a) In accordance with an agreement dated September 13, 1993 between Intercargo and Orion, on December 28, 1993 the acquisition by Orion of 500,000 newly issued shares at $12.75 per share from Intercargo was consummated. (b) On December 29, 1993, SICH purchased 306,484 shares of Intercargo Common Stock for cash in a private transaction with Harper. Such shares were purchased at approximately $12.61 per share and were in addition to the 700,000 shares purchased from Harper in September 1993. (c) On December 31, 1993 SICH purchased 20,000 shares of Intercargo Common Stock for cash in a private transaction with the Harper Group Profit Sharing Plan. Such shares were purchased at $12.50 per share. Following the above transactions, SICH held a total of 1,526,484 shares of Intercargo Common Stock. Such shares represented approximately 20% of Intercargo's Common Stock as of December 31, 1993. According to Intercargo's Annual Report on Form 10-K - 8 - for the year ended December 31, 1995, there were 7,640,981 shares of Intercargo Common Stock outstanding as of March 21, 1996. Orion may be deemed to be the beneficial owner of all shares of Intercargo Common Stock owned by SICH. SICH owns 1,622,209 shares in the aggregate or approximately 21.2% of Intercargo's Common Stock. During the past 60 days, SICH purchased a total of 95,725 shares of Intercargo Common Stock on the dates and at the prices set forth in Appendix B hereto. All of the shares purchased by SICH were purchased in open market transactions on NASDAQ. SICH has sole power to vote and dispose of its shares of Intercargo Common Stock; decisions with respect to acquisitions, voting and dispositions are made by the Investment Committee of SICH. A majority of the committee members of SICH are officers and/or directors of Orion. Orion's direct voting control of SICH enables Orion ultimately to direct the acquisition, voting and disposition of the shares of Intercargo Common Stock held by SICH. Except as set forth above, or to the extent that the officers and directors of Orion and SICH may be deemed to "beneficially own" shares of Intercargo Common Stock by reason of their voting power or investment power with - 9 - respect to the shares owned by SICH, no officer or director of Orion or SICH beneficially owns, or has the right to acquire, directly or indirectly, any shares of Intercargo Common Stock or has effected any transaction in shares of Intercargo Common Stock during the past sixty days. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer ---------------------------------------------. See Item 4. Item 7. Materials to be filed as Exhibits ------------------------------------. None. - 10 - 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 SECURITY INSURANCE COMPANY OF HARTFORD By:/s/ Michael P. Maloney ----------------------- Michael P. Maloney Senior Vice President Dated: April 23, 1996 - 11 - APPENDICES APPENDIX Page - ------- ---- A Names, addresses and principal 13 occupations of officers and directors of Orion and SICH B Purchases of Intercargo 19 Common Stock by SICH - 12 - APPENDIX A Principal Occupation Name and Address or Employment - ---------------- ---------------------- Alan R. Gruber (1 and 2) Chairman of the Board and Orion Capital Corporation Chief Executive Officer of 600 Fifth Avenue Orion and Chairman of the New York, New York 10020 Board of SICH W. Marston Becker (1 and 2) Vice Chairman of the Board Design Professionals of Orion and SICH; Insurance Company President and Chief 2959 Monterey/Salinas Highway Executive Officer of Monterey, California 93940 Design Professionals Insurance Company ("DPIC"), a wholly-owned subsidiary of Orion Bertram J. Cohn (l) Managing Director, First 437 Madison Avenue, 30th floor Manhattan Company, invest- New York, New York, l0022 ment bankers John C. Colman (l) Private investor and 4 Briar Lane consultant Glencoe, Illinois 60022 Larry D. Hollen (1 and 2) President and Chief Orion Capital Corporation Operating Officer of 9 Farm Springs Drive Orion; President of SICH Farmington, Connecticut 06032 Robert H. Jeffrey (l) Chairman of the Board, The Jeffrey Company Company Jeflion Investment 88 E. Broad Street, Suite l560 Company; Chairman of the Columbus, Ohio 43215 Board, The Jeffrey Company, a privately held investment company which is the parent of Jeflion Investment Company Warren R. Lyons (1) Chairman, Avco Financial Avco Financial Services Services, a financial 600 Anton Boulevard services company and a Costa Mesa, California 92628 subsidiary of Textron Inc. - ------------------------------------------------------------------ (l) Director of Orion (2) Director of SICH - 13 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- James K. McWilliams (l) Proprietor of McWilliams & 2288 Broadway Company and general San Francisco, California 94l15 partner of McWilliams Associates, investment counselors; General Partner, Mt. Eden Vineyards, Inc. Ronald W. Moore (1) Adjunct Professor of Morgan Hall Business Administration, Soldiers Field Harvard University Boston, Massachusetts 02163 Robert B. Sanborn (1) Senior Executive Orion Capital Corporation Consultant to Orion 9 Farm Springs Drive Farmington, Connecticut 06032 William J. Shepherd (l) Private investor 109 Golf Edge Westfield, New Jersey 07090 John R. Thorne (1) Morgenthaler Professor of Furnace Run Entrepreneurship, Graduate Laughlintown, Pennsylvania 15655 School of Industrial Administration, Carnegie- Mellon University; Chairman, The Enterprise Corporation of Pittsburgh, a non-profit corporation encouraging and supporting entrepreneurial businesses Roger B. Ware (1) President and Chief Guaranty National Corporation Executive Officer of 9800 South Meridian Boulevard Guaranty National Englewood, Colorado 80112 Corporation, an affiliate of Orion - ----------------------------------------------------------------- (l) Director of Orion - 14 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Raymond W. Jacobsen Senior Vice President of Orion Capital Corporation Orion and SICH; Chairman 9 Farm Springs Drive of Employee Benefits Farmington, Connecticut 06032 Insurance Company ("EBIC"), a wholly-owned subsidiary of Orion Daniel L. Barry (2) Vice President, Chief Orion Capital Corporation Financial Officer and 9 Farm Springs Drive Controller of Orion; Vice Farmington, Connecticut 06032 Chairman of Security Reinsurance Company ("Security Re"), an indirect wholly-owned subsidiary of Orion; and Senior Vice President, Chief Financial Officer and Controller of SICH Michael P. Maloney, Esq. (2) Vice President, General Orion Capital Corporation Counsel and Secretary of 600 Fifth Avenue Orion; Senior Vice New York, New York l0020 President and Assistant Secretary of SICH William G. McGovern Vice President and Chief Orion Capital Corporation Actuary of Orion; Senior 9 Farm Springs Drive Senior Vice President and Farmington, Connecticut 06032 Chief Actuary of SICH Vincent T. Papa (2) Vice President and Orion Capital Corporation Treasurer of Orion; 600 Fifth Avenue Chairman of Wm. H. McGee & New York, New York l0020 Co., Inc., a wholly-owned subsidiary of Orion; and Senior Vice President of SICH - ----------------------------------------------------------------- (2) Director of SICH - 15 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Raymond J. Schuyler (2) Vice President of Orion; Orion Capital Corporation Senior Vice President- 600 Fifth Avenue Investments of SICH New York, New York 10020 Eva Schlehofer Senior Vice President of Orion Capital Companies SICH 9 Farm Springs Drive Farmington, Connecticut 06032 Stanley G. Fullwood (2) Vice President, General Orion Capital Companies Counsel and Secretary 9 Farm Springs Drive of SICH Farmington, Connecticut 06032 Craig A. Nyman Vice President and Orion Capital Companies Treasurer of SICH 9 Farm Springs Drive Farmington, Connecticut 06032 Graham A. Addington Vice President of SICH Security Insurance Company of Hartford 155 University Avenue, Suite 702 Toronto, Ontario M5H 3B7 Canada Leland H. Beman Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 - ----------------------------------------------------------------- (2) Director of SICH - 16 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Anne Campbell Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 Thomas A. Clark Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 William M. Demmon Senior Vice President of Design Professionals Insurance DPIC; Vice President of Company SICH 2959 Monterey/Salinas Highway Monterey, California 93940 Jonathan H. Gice President of EBIC; EBI Companies Vice President 325 North Corporate Drive of SICH Suite 100 Brookfield, Wisconsin 53045 John H. Holler Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 George R. Nebel Vice President of Security Security Reinsurance Company Re and SICH 111 Pavonia Avenue, Suite 1201 Jersey City, New Jersey 07310 Lawrence D. Nolen Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 - 17 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Roy B. Pomerantz Vice President of Security Security Reinsurance Company Re and SICH 312 Farmington Avenue Farmington, Connecticut 06032 Kevin W. Sullivan Vice President-Investments Orion Capital Corporation of SICH 600 Fifth Avenue New York, New York 10020 Richard C. Tardif Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 David J. Vermeulen Senior Vice President of Design Professionals Insurance DPIC; Vice President of Company SICH 2959 Monterey/Salinas Highway Monterey, California 93940 Peter M. Vinci Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 James W. Webb Vice President of SICH Orion Capital Companies 9 Farm Springs Drive Farmington, Connecticut 06032 Florence E. Whitmire Senior Vice President of Design Professionals Insurance DPIC; Vice President of Company SICH 2959 Monterey/Salinas Highway Monterey, California 93940 - 18 - APPENDIX B Purchases of Intercargo Common Stock by SICH Number of Price Per Share Date Shares (including commission) - ----- ---------- ---------------------- 3/14/96 400 $ 7.925 3/15/96 5,000 8.55 3/18/96 575 8.30 3/19/96 4,600 8.55 3/19/96 600 8.30 3/20/96 40,650 8.425 3/28/96 6,000 8.80 4/02/96 3,800 8.925 4/04/96 800 8.9094 4/09/96 300 8.675 4/10/96 5,000 8.705 4/15/96 2,400 8.55 4/16/96 2,500 8.55 4/17/96 900 8.675 4/18/96 15,000 8.80 4/19/96 1,000 9.05 4/22/96 1,300 9.175 4/23/96 4,900 9.31 - 19 - -----END PRIVACY-ENHANCED MESSAGE-----