-----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, UQvt3CDCdRd60MDxkkEMHG4Z9kzdlNRbeuhbpqBlsRu6F9+Fc3/sXV8hQY3EhS8q mRu3gjPnoVFs3Epg1OIZUw== 0000074931-96-000024.txt : 19960710 0000074931-96-000024.hdr.sgml : 19960710 ACCESSION NUMBER: 0000074931-96-000024 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960709 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 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43461 FILM NUMBER: 96592548 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 13E3/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 13E3/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 (FINAL AMENDMENT) TO SCHEDULE 13E-3 Rule 13e-3 Transaction Statement (Pursuant to Section 13(e) of the Securities Exchange Act of 1934) Guaranty National Corporation ------------------------------ (Name of Issuer) 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 --------------------------------------- (Name of Person (s) Filing Statement) 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 is the final amendment to the Schedule 13E-3 of the Purchasers, dated May 8, 1996 previously amended by Amendment No. 1 dated May 23, 1996, by Amendment No. 2 dated June 4, 1996, by Amendment No. 3 dated June 11, 1996, by Amendment No. 4 dated June 18, 1996 and by Amendment No. 5 dated July 2, 1996 (as heretofore and hereby amended, the "Schedule 13E-3"), by incorporating by reference herein the information set forth in the press release dated July 9, 1996 of Orion attached as Exhibit (d)(16) hereto. This Statement also amends Items 10, 16 and 17 of the Schedule 13E-3 by adding the information set forth below. Except as otherwise indicated herein, the Schedule 13E-3 remains unchanged in all respects. Capitalized terms not otherwise defined herein are defined as set forth in - 2 - the Schedule 13E-3 or in the Offer to Purchase, dated May 8, 1996 as supplemented by the Supplement to the Offer to Purchase dated June 4, 1996 (the "Offer to Purchase"). Item 10. Interest in Securities of the Issuer ---------------------------------------- The information set forth in Item 10 of the Schedule 13E-3 is hereby supplemented by incorporating herein by reference the information set forth in Item 6 of Amendment No. 6 (Final Amendment) to the Schedule 14D-1 of the Purchasers dated July 9, 1996 attached hereto as Exhibit (g)(6) ("Amendment No. 6 (Final Amendment) to the Schedule 14D-1"). The information set forth in the press release dated July 9, 1996 of Orion attached hereto as Exhibit (d)(16) is hereby incorporated herein by reference. Item 16. Additional Informatiion ------------------------ The information set forth in Item 16 of the Schedule 13E-3 is hereby supplemented by incorporating herein by reference the information set forth in Item 10 of Amendment No. 6 (Final Amendment) to the Schedule 14D-1. Whether or not otherwise specifically referenced in response to the Items of this Statement, the information contained in the press release dated July 9, 1996 of Orion attached hereto as Exhibit (d)(16) is incorporated herein by reference. - 3 - Item 17. Material to be Filed as Exhibits --------------------------------- (d)(16) Press Release dated July 9, 1996 of Orion Capital Corporation (g)(6) Amendment No. 6 (Final Amendment) dated July 9, 1996 to the Tender Offer Statement on Schedule 14D-1 of 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 and Security Insurance Company of Hartford. - 4 - 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: July 9, 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 - 5 - EXHIBIT INDEX Exhibit Description - ------- ------------ (d)(16) Press Release dated July 9, 1996 of Orion Capital Corporation (g)(6) Amendment No. 6 (Final Amendment) dated July 9, 1996 to the Tender Offer Statement on Schedule 14D-1 of 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 and Security Insurance Company of Hartford. - 6 - EX-99.D.16 2 Exhibit (d)(16) 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-99.G.6 3 Exhibit (g)(6) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 (FINAL AMENDMENT) TO 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 is the final amendment to the Schedule 14D-1 of the Purchasers, dated May 8, 1996 previously amended by Amendment No. 1 dated May 23, 1996, by Amendment No. 2 dated June 4, 1996, by Amendment No. 3 dated June 11, 1996, by Amendment No. 4 dated June 18, 1996 and by Amendment No. 5 dated July 2, 1996 (as heretofore and hereby amended, the "Schedule 14D-1"), by incorporating by reference herein the information set forth in the press release dated July 9, 1996 of Orion attached as Exhibit (a)(16) hereto. This Statement also amends Items 6 and 11 of the Schedule 14D-1 by adding the information set forth below. Except as otherwise indicated herein, the Schedule 14D-1 remains unchanged in all respects. Capitalized terms not otherwise defined herein are defined as set forth in - 2 - the Schedule 14D-1 or in the Offer to Purchase of the Purchasers, dated May 8, 1996 as supplemented by the Supplement to the Offer to Purchase dated June 4, 1996 (the "Offer to Purchase"). Item 6. Interest in Securities of the Subject Company ---------------------------------------------- Purchasers have purchased exactly 4,600,000 Shares. Based on its final tabulation, State Street Bank and Trust Company, the depositary for the Offer, has informed the Purchasers that 6,774,515 Shares were validly tendered and not withdrawn pursuant to the Offer (including 2,369,030 Shares tendered by means of notices of guaranteed delivery). The reduction in the number of Shares validly tendered from that previously reported is a result of the failure to deliver 265,316 Shares that had been tendered by means of notice of guaranteed delivery. On July 2, 1996, effective as of 12:01 a.m., Purchasers accepted for payment, on a pro rata basis, 4,600,000 of the Shares validly tendered and not withdrawn prior to the expiration of the Offer, which, together with the 7,409,942 Shares currently owned by Purchasers, represent approximately 80.3% of the Shares currently outstanding. The final proration factor utilized was .67901168. Payment for Shares accepted pursuant to the Offer will commence on July 9, 1996. The information set forth in the press release dated July 9, 1996 of Orion is attached hereto as Exhibit (a)(16). - 3 - Item 10. Additional Information ------------------------ Whether or not otherwise specifically referenced in response to the Items of this Statement, the information contained in the press release dated July 9, 1996 of Orion attached hereto as Exhibit (a)(16) is incorporated herein by reference. Item 11. Material to be Filed as Exhibits --------------------------------- (a) (16) Press Release dated July 9, 1996 of Orion Capital Corporation - 4 - 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: July 9, 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 - 5 - EXHIBIT INDEX Exhibit Description - ------- ------------ (a)(16) Press Release dated July 9, 1996 of Orion Capital Corporation - 6 - -----END PRIVACY-ENHANCED MESSAGE-----