-----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, Q7jpgzbEBWumcyY2/KL/Wg+zrivi9jy5zCUdtabXl8LsJisN76tNSBQpuusaaEKA vIcixCphQnya4VshWjhIdQ== 0000074931-96-000011.txt : 19960515 0000074931-96-000011.hdr.sgml : 19960515 ACCESSION NUMBER: 0000074931-96-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960514 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHEIB EARL INC CENTRAL INDEX KEY: 0000087196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING [7500] IRS NUMBER: 951759002 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13862 FILM NUMBER: 96562227 BUSINESS ADDRESS: STREET 1: 8737 WILSHIRE BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211-2795 BUSINESS PHONE: 3106524880 MAIL ADDRESS: STREET 1: 8737 WILSHIRE BLVD CITY: BEVERLY HILLS STATE: CA ZIP: 90211-2795 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORION CAPITAL CORP CENTRAL INDEX KEY: 0000074931 STANDARD INDUSTRIAL CLASSIFICATION: 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. 5) EARL SCHEIB, INC. (Name of Issuer) Capital Stock, $1.00 par value (Title of class of securities) 806398108 (CUSIP Number) Michael P. Maloney, Esq. Vice President, General Counsel and Secretary Orion Capital Corporation 600 Fifth Avenue New York, New York 10020 (212) 332-8080 - ------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) Copies of all notices and communications should be sent to: John J. McCann, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York l0112 May 7, 1996 - ---------------------------------------------------------------------------- (Date of event which requires filing of this statement) If filing person has previously filed a statement on Schedule l3G to report the acquisition which is the subject of this statement and is filing this statement because of Rule l3d-l(b) (3) or (4), check the following: Check the following box if a fee is being paid with this statement: [] (Continued on followng pages) Page 1 of 15 Pages CUSIP No.806398108 - ------------------------------------------------------------------------------- 1) Names of Reporting Persons (a) Orion Capital Corporation S.S. or IRS Identification IRS No. 95-6069054 Nos. of Above Persons (b) The Connecticut Indemnity Company IRS No. 06-0303520 (c) Employee Benefits Insurance Company IRS No. 95-1613489 (d) EBI Indemnity Company IRS No. 06-1092819 (e) The Fire & Casualty Insurance Company of Connecticut IRS No. 06-0640218 (f) Security Insurance Company of Hartford IRS No. 06-0529570 (g) Security Reinsurance Company IRS No. 06-1008792 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a (a) X Member of a Group (b) X (See Instructions) (c) X (d) X (e) X (f) X (g) X - ------------------------------------------------------------------------------- 3) SEC use Only - -------------------------------------------------------------------------------- 4) Source of Funds (a) AF (See Instructions) (b) WC (c) WC (d) WC (e) WC (f) WC (g) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings are Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of (a) Delaware Organization (b) Connecticut (c) Connecticut (d) Connecticut (e) Connecticut (f) Connecticut (g) Connecticut - ------------------------------------------------------------------------------- (7) Sole Voting Number Power 409,400 of Shares (8) Shared Voting Beneficially Power Owned by (9) Sole Dispositive 409,400 Each Reporting Power Person With (10) Shared Dispositive Power - -------------------------------------------------------------------------------- - 2 - 11) Aggregate Amount Beneficially Owned by Each Reporting Person 409,400 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 9.0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (a) CO, HC (See Instructions) (b) CO, IC (c) CO, IC (d) CO, IC (e) CO, IC (f) CO, IC (g) CO, IC - 3 - Item 1. Security and Issuer. ------------------- This statement relates to the Capital Stock, $1.00 par value (the "Capital Stock"), of Earl Scheib, Inc. ("Scheib"). The principal executive offices of Scheib are located at 8737 Wilshire Boulevard, Beverly Hills, California 90211-2795. Item 2. Identity and Background. ------------------------ This statement is filed by Orion Capital Corporation ("Orion"), a Delaware corporation with its principal executive offices at 600 Fifth Avenue, New York, New York 10020 and six of its wholly-owned subsidiaries, each of which is a corporation organized under the laws of the State of Connecticut: The Connecticut Indemnity Company ("CI"); Employee Benefits Insurance Company ("EBIC"); EBI Indemnity Company ("EIC"); The Fire & Casualty Insurance Company of Connecticut ("F&C"); Security Insurance Company of Hartford ("SICH"); and Security Reinsurance Company ("SRC"). The principal offices of CI, EBIC, EIC, F&C, SICH and SRC are located at 9 Farm Springs Drive, Farmington, Connecticut 06032. Orion owns, directly or indirectly, all of the outstanding capital stock of each of CI, EBIC, EIC, F&C, SICH and SRC (collectively, the "Subsidiaries"). The Subsidiaries underwrite and sell most types of property and casualty insurance with an emphasis on commercial insurance in specialized markets, particularly workers compensation and architect and engineer professional liability. Since this statement is the first electronic amendment to a paper format Schedule 13D, it restates the entire text of the Schedule 13D; it amends only Items 2 and 5 of the Schedule 13D dated February 6, 1989, as amended by Amendment No. 1 dated July 7, 1989, by Amendment No. 2 dated September 26, 1989, by Amendment No. 3 dated - 4 - January 11, 1990 and by Amendment No. 4 dated May 17, 1991, each filed with the Commission by Orion and certain of its subsidiaries, by revising such items in accordance with the information contained herein. The executive officers and directors of Orion and each of the Subsidiaries, 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 hereto. Each of the persons listed in Appendix A hereto is a citizen of the United States. Neither Orion nor any of the Subsidiaries, nor to their best knowledge, any executive officer or director of Orion or any of the Subsidiaries 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. -------------------------------------------------- As reported in Amendment No. 4 to this Schedule 13D, the Scheib Capital Stock referred to in Item 5 as of May 1991 was purchased with a total of $6,242,501.20 from the general investment funds of certain subsidiaries of Orion. Item 4. Purpose of Transaction. ----------------------- Also as reported in Amendment No. 4, the 1991 acquisitions of shares of Scheib Capital Stock were made because the shares were believed to represent a favorable investment opportunity at then - 5 - current market prices. Orion believed at that time that the shares represented a favorable investment opportunity in part because Orion believed that Scheib's liquid assets and properties could be used in the future to create greater shareholder value. Orion and each of the Subsidiaries intends to review its holdings of Scheib Capital Stock as they may exist from time to time. As a result of such reviews, Orion and each of the Subsidiaries may, to the extent consistent with and permitted by applicable regulations, decide (i) to increase such holdings, (ii) to maintain its then current holdings, or (iii) to sell all or part of the Scheib Capital Stock owned by it from time to time in accordance with its own investment policies and limitations. Subject to the foregoing, neither Orion nor any of the Subsidiaries, nor to the best of their knowledge, any executive officer or director of Orion or any of the Subsidiaries has any current plans or proposals which relate to, or would result in any of the following: (a) The acquisition by any person of additional securities of Scheib, or the disposition of securities of Scheib; (b) Any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Scheib or any of its subsidiaries; (c) Any sale or transfer of a material amount of assets of Scheib or any of its subsidiaries; (d) Any change in the present board of directors or management of Scheib, 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 Scheib; (f) Any other material change in Scheib's business or corporate structure; (g) Any change in Scheib's charter, by-laws or instruments corresponding thereto or any other action which may impede the acquisition of control of Scheib by any person; (h) Causing a class of securities of Scheib to be delisted from a national securities exchange or to cease to be authorized - 6 - to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Scheib 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. --------------------------------- According to Scheib's Quarterly Report for the period ended January 31, 1996, there were 4,568,228 shares of Scheib Capital Stock outstanding as of March 31, 1996. The Subsidiaries own 409,400 shares in the aggregate or approximately 9.0% of the Scheib Capital Stock. Orion may continue to be deemed to be the beneficial owner of all shares of Scheib Capital Stock owned by the Subsidiaries. Of the 409,400 shares, CI owns 43,100 shares, EBIC owns 58,600 shares, EIC owns 48,000 shares, F&C owns 62,900 shares, SICH owns 166,800 shares and SRC owns 30,000 shares. Since March 8, 1996, CI sold a total of 70,000 shares on the dates and at the prices set forth in Appendix B hereto. All of the shares sold by CI were sold in open market transactions on the American Stock Exchange. Each of the Subsidiaries has sole power to vote and dispose of its shares of Scheib Capital Stock; decisions with respect to acquisitions, voting and dispositions are made by the respective Investment Committees of each of the Subsidiaries, a majority of whose members are executive officers and/or directors of Orion. Orion's direct or indirect voting control of the Subsidiaries enables Orion ulti-mately to direct the acquisition, voting and disposition of shares of Scheib Capital Stock held by the Subsidiaries. - 7 - Except as set forth above, or to the extent that the executive officers and directors of Orion and the Subsidiaries may be deemed to "beneficially own" shares of Scheib Capital Stock by reason of their voting power or investment power with respect to the shares owned by the Subsidiaries, no executive officer or director of Orion or the Subsidiaries beneficially owns, or has the right to acquire, directly or indirectly, any shares of Scheib Capital Stock or has effected any transaction in shares of Scheib Capital Stock since March 8, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ------------------------------------------ None. Item 7. Materials to be Filed as Exbibits. ---------------------------------- None. - 8 - 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/ Alan R. Gruber ------------------------ Alan R. Gruber Chairman of the Board and Chief Executive Officer THE CONNECTICUT INDEMNITY COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY EBI INDEMNITY COMPANY THE FIRE & CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD SECURITY REINSURANCE COMPANY By /s/ Alan R. Gruber --------------------------- Alan R. Gruber Chairman Date: May 13, 1996 - 9 - APPENDICES APPENDIX PAGE A Names, addresses and principal 11 occupations of Executive Officers and Directors of Orion and the Subsidiaries B List of Sales of Scheib Capital 15 Stock - 10 - APPENDIX A Principal Occupation Name and Address or Employment - ---------------- ---------------------- Alan R. Gruber (1--7) 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 each of the Subsidiaries W. Marston Becker (1--7) Vice Chairman of the Board DPIC Companies of Orion and each of the 2959 Monterey/Salinas Highway Subsidiaries; President Monterey, California 93940 and Chief Executive Officer of Design Pro- 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--7) President and Chief Orion Capital Corporation Operating Officer of 9 Farm Springs Drive Orion; President of CI, Farmington, Connecticut 06032 EIC, F&C and SICH; Vice Chairman of EBIC and SRC 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 (5) Director of F&C (2) Director of CI (6) Director of SICH (3) Director of EBIC (7) Director of SRC (4) Director of EIC - 11 - 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 - 12 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Raymond W. Jacobsen (5 & 6) Senior Vice President of Orion Capital Corporation Orion, CI, EIC, F&C and 9 Farm Springs Drive SICH; Chairman of EBIC Farmington, Connecticut 06032 Daniel L. Barry (2--7) Vice President, Chief Orion Capital Corporation Financial Officer and 9 Farm Springs Drive Controller of Orion; Vice Farmington, Connecticut 06032 Chairman and Chief Financial Officer of SRC; Senior Vice President, Chief Financial Officer and Controller of CI, EBIC, EIC, F&C and SICH Michael P. Maloney, Esq. (2 & 6--9) 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 each of the Subsidiaries William G. McGovern Vice President and Chief Orion Capital Corporation Actuary of Orion; Senior 9 Farm Springs Drive Vice President and Farmington, Connecticut 06032 Chief Actuary of each of the Subsidiaries Vincent T. Papa (2 & 7--9) 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 each of the Subsidiaries - ----------------------------------------------------------------- (2) Director of CI (5) Director of F&C (3) Director of EBIC (6) Director of SICH (4) Director of EIC (7) Director of SRC - 13 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Raymond J. Schuyler (6) Vice President of Orion; Orion Capital Corporation Senior Vice President- 600 Fifth Avenue Investments of each of New York, New York 10020 the Subsidiaries Jonathan H. Gice (5) President of EBIC; EBI Companies Vice President of 325 North Corporate Drive EIC, F&C and SICH Brookfield, Wisconsin 53045 Lawrence D. Nolen (9) President of SRC; Orion Capital Companies Vice President of 312 Farmington Avenue SICH Farmington, Connecticut 06032 Eva Schlehofer (2, 5--7) Senior Vice President of Orion Capital Companies CI, EBIC, EIC, F&C and 9 Farm Springs Drive SICH Farmington, Connecticut 06032 Stanley G. Fullwood (2--7) Vice President, General Orion Capital Companies Counsel and Secretary 9 Farm Springs Drive of each of the Sub- Farmington, Connecticut 06032 sidiaries Craig A. Nyman Vice President and Orion Capital Companies Treasurer of each of 9 Farm Springs Drive the Subsidiaries Farmington, Connecticut 06032 - ----------------------------------------------------------------- (2) Director of CI (5) Director of F&C (3) Director of EBIC (6) Director of SICH (4) Director of EIC (7) Director of SRC - 14 - APPENDIX B Sales of Earl Scheib Capital Stock by CI Number of Price Per Share Date Shares (net of commission) - ----- ---------- ---------------------- 3/27/96 2,700 $ 7.585 3/27/96 2,300 7.46 3/29/96 5,000 7.335 3/29/96 3,000 7.585 3/29/96 5,000 7.46 4/01/96 5,000 7.835 4/01/96 2,000 7.585 4/01/96 5,000 7.71 4/04/96 5,000 7.46 4/04/96 5,000 7.585 5/01/96 2,000 7.585 5/01/96 5,000 7.46 5/06/96 3,000 7.585 5/06/96 3,000 7.71 5/07/96 2,000 7.71 5/07/96 2,800 7.835 5/10/96 10,000 7.71 5/10/96 2,200 7.835 - 15 - EXHIBIT B Purchases of Scheib Capital Stock Number Price per Share Date Purchaser of Shares (including commission) 4/23/91 SICH 1,200 $12.06 4/24/91 SICH 500 12.06 4/25/91 SICH 3,000 12.06 4/25/91 CI 300 12.06 2/26/91 SICH 2,000 11.935 4/26/91 CI 1,000 11.935 4/30/91 SICH 700 11.81 4/30/91 SICH 3,000 11.935 5/01/91 SICH 200 11.81 5/02/91 SICH 2,100 11.81 5/03/91 SICH 3,000 11.56 5/03/91 SICH 3,000 11.685 5/09/91 SICH 3,000 11.50 5/10/91 SICH 800 11.06 5/10/91 SICH 2,000 11.185 5/10/91 SICH 2,000 11.31 5/13/91 SICH 1,200 11.06 -----END PRIVACY-ENHANCED MESSAGE-----