-----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, WJrYcrbdZWCw145PxJfNnplDnbIBsWaZSo3UEpcaK6HyKTNUHgeFkgEOiuwesWK7 cDmFXZ9wUXoE3e7WAzH1vQ== 0000074931-96-000018.txt : 19960613 0000074931-96-000018.hdr.sgml : 19960613 ACCESSION NUMBER: 0000074931-96-000018 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960611 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUARANTY NATIONAL CORP CENTRAL INDEX KEY: 0000044358 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 840445021 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43461 FILM NUMBER: 96579253 BUSINESS ADDRESS: STREET 1: 9800 SOUTH MERIDIAN BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112-5901 BUSINESS PHONE: 3037548400 MAIL ADDRESS: STREET 1: 9800 SOUTH MERIDIAN BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112-5901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORION CAPITAL CORP CENTRAL INDEX KEY: 0000074931 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 956069054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020-2302 BUSINESS PHONE: 212-332-8080 MAIL ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020-2302 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY FUNDING CORP OF AMERICA DATE OF NAME CHANGE: 19760518 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP OF AMERICA DATE OF NAME CHANGE: 19670330 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP DATE OF NAME CHANGE: 19661024 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 Guaranty National Corporation ------------------------------ (Name of Subject Company) Orion Capital Corporation The Connecticut Indemnity Company Connecticut Specialty Insurance Company Design Professionals Insurance Company EBI Indemnity Company Employee Benefits Insurance Company The Fire and Casualty Insurance Company of Connecticut Security Insurance Company of Hartford --------------------------------------- (Bidder) Common Stock, par value $1.00 per share ---------------------------------------- (Title of Class of Securities) 401192109 -------------------------------------- (CUSIP Number of Class of Securities) Michael P. Maloney, Esq. Vice President and General Counsel ORION CAPITAL CORPORATION 600 Fifth Avenue New York, New York 10020-2302 (212) 332-8080 - ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) Copy to: John J. McCann, Esq. Donovan Leisure Newton & Irvine 30 Rockefeller Plaza New York, New York 10112 (212) 632-3000 This Statement is filed by Orion Capital Corporation ("Orion") and the following of its wholly-owned subsidiaries: The Connecticut Indemnity Company, Connecticut Specialty Insurance Company, Design Professionals Insurance Company, EBI Indemnity Company, Employee Benefits Insurance Company, The Fire and Casualty Insurance Company of Connecticut and Security Insurance Company of Hartford (collectively with Orion, the "Purchasers") relating to the tender offer of the Purchasers to purchase up to 4,600,000 shares of common stock, par value $1.00 per share (the "Shares"), of Guaranty National Corporation, a Colorado corporation (the "Company"). This Statement further amends the Schedule 14D-1 of the Purchasers, dated May 8, 1996 previously amended by Amendment No. 1 dated May 23, 1996 and by Amendment No. 2 dated June 4, 1996 (as heretofore and hereby amended, the "Schedule 14D-1"), by incorporating by reference herein the information set forth in the press release dated June 11, 1996 of Orion attached as Exhibit (a)(12) hereto. Item 11. Material to be Filed as Exhibits --------------------------------- (a) (12) Press Release dated June 11, 1996 of Orion Capital Corporation - 2 - SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 11, 1996 ORION CAPITAL CORPORATION By /s/ Michael P. Maloney -------------------------- Vice President, General Counsel and Secretary THE CONNECTICUT INDEMNITY COMPANY CONNECTICUT SPECIALTY INSURANCE COMPANY DESIGN PROFESSIONALS INSURANCE COMPANY EBI INDEMNITY COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY THE FIRE AND CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD By /s/ Michael P. Maloney --------------------------- Senior Vice President - 3 - EXHIBIT INDEX Exhibit Description - ------- ------------ (a)(12) Press Release dated June 11, 1996 of Orion Capital Corporation - 4 - EX-99.A.12 2 Exhibit (a)(12) 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 EXTENDS CASH TENDER OFFER TO JUNE 19, 1996 FOR GUARANTY NATIONAL SHARES New York, New York, June 11, 1996 -- Orion Capital Corporation (NYSE: OC), today announced the extension to June 19, 1996 of the Offer to Purchase by Orion and certain of its subsidiaries of up to 4,600,000 shares of Guaranty National Corporation common stock (NYSE: GNC) for cash of $17.50 per share. Subject to the terms and conditions of the Offer, any and all shares validly tendered will be accepted, subject to proration if more than 4,600,000 shares of common stock are validly tendered Orion also stated that through the close of business on June 7, 1996, 2,974,117 shares of Guaranty's Common Stock have been tendered pursuant to the Offer. Orion Capital Corporation is engaged in the specialty property and casualty insurance business through wholly-owned subsidiaries which include EBI Companies, DPIC Companies, Connecticut Specialty Insurance Group, SecurityRe Companies and Wm. H. McGee & Co. Inc., as well as through its 49.5% ownership interest in Guaranty National Corporation. ### -----END PRIVACY-ENHANCED MESSAGE-----