-----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, MBbwufYkE1o9oHmx3wP70OSnPiMTahgnzziKm9AsxwL0UQ5AeIX47iLvOWKtrwgh xpfAtA3ZTj74U7NCDjA1DA== 0000074931-96-000030.txt : 19960916 0000074931-96-000030.hdr.sgml : 19960916 ACCESSION NUMBER: 0000074931-96-000030 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960702 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960913 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORION CAPITAL CORP CENTRAL INDEX KEY: 0000074931 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 956069054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07801 FILM NUMBER: 96630188 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 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 AMENDMENT TO CURRENT REPORT DATED JULY 16, 1996 Filed pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 ORION CAPITAL CORPORATION - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-7801 95-6069054 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 600 Fifth Avenue, New York, New York 10020-2302 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 332-8080 ------------- Not Applicable - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) The undersigned registrant hereby amends the following items of its Current Report on Form 8-K dated July 16, 1996, as set forth in the pages attached hereto: Item 7(b) Pro Forma Financial Information Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ORION CAPITAL CORPORATION Date: September 13, 1996 By: /s/ Michael P. Maloney -------------------------- Name: Michael P. Maloney Title: Vice President, General Counsel and Secretary FORM 8-K INDEX Item 7(b) Pro Forma Financial Information The following unaudited pro forma financial information for Orion Capital Corporation and Subsidiaries is included in this report: Page - ---- 3 Basis of Presentation 4 Pro forma Consolidated Statement of Earnings (Unaudited) for the Six Months Ended June 30, 1996 5 Pro Forma Consolidated Statement of Earnings (Unaudited) for the Six Months Ended June 30, 1995 6 Pro Forma Consolidated Statement of Earnings (Unaudited) for the Year Ended December 31, 1995 7 Notes to the Pro Forma Financial Information - 2 - Item 7(b) Pro Forma Financial Information Basis of Presentation The following unaudited pro forma financial information has been prepared as if the 4,600,000 shares of Guaranty National Corporation ("Guaranty National") common stock purchased for cash by Orion Capital Corporation and subsidiaries ("Orion") on July 2, 1996 pursuant to Orion's tender offer, and an additional 120,000 shares purchased in the open market on July 17, 1996, were acquired on January 1, 1996 with respect to the information presented for the six months ended June 30, 1996 and on January 1, 1995 for the information presented for the six months ended June 30, 1995 and the year ended December 31, 1995. These purchases were recorded by Orion as of June 30, 1996. The "Orion Historical" information for the first six months of 1996 includes the revenues and expenses of Guaranty National on a consolidated basis, and minority interest expense for the portion of Guaranty National's earning attributable to the shares not owned by Orion during that period. The consolidation of Guaranty National's results had no impact on net earnings for the first six months of 1996. The "Guaranty National Historical" information presented for the 1995 periods is presented on a pro forma basis as if the purchase of Viking Insurance Holdings, Inc. by Guaranty National on July 18, 1995 had occurred at the beginning of 1995. The pro forma financial information is presented for informational purposes only, and should not be construed to be indicative of the actual results of operations that will occur in periods after the purchase. Pro forma balance sheet information is not presented since the June 30, 1996 Balance Sheet included in Orion's most recent Form 10-Q includes Guaranty National on a consolidated basis as well as the effects of the purchase of the Guaranty National shares. - 3 -
ORION CAPITAL CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1996 (000s omitted - except for per common share data) Adjustments Orion and Orion Historical Eliminations Pro Forma ---------- ------------ --------- Revenues: Premiums earned $621,511 $621,511 Net investment income 70,793 $(1,912) (1)(2) 68,881 Realized investment gains 11,126 11,126 Other income 11,533 (325) (2) 11,208 -------- ------- -------- 714,963 (2,237) 712,726 -------- ------- -------- Expenses: Losses incurred 342,804 342,804 Loss adjustment expenses 88,506 88,506 Amortization of deferred policy acquisition costs 165,249 165,249 Other insurance expenses 15,533 15,533 Dividends to policyholders 8,892 8,892 Interest expense 12,318 12,318 Other expenses 23,155 (2,177) (4)(5) 20,978 -------- ------- -------- 656,457 (2,177) 654,280 -------- ------- -------- Earnings before equity in loss of affiliate, federal income taxes and minority interest expense 58,506 (60) 58,446 Equity in loss of affiliate (721) (721) -------- ------- -------- Earnings before federal income taxes and minority interest expense 57,785 (60) 57,725 Federal income taxes 13,767 (1,870) (7) 11,897 Minority interest expense 5,558 (3,132) (8) 2,426 -------- ------- -------- Net earnings $ 38,460 $ 4,942 $ 43,402 ======== ======= ======== Net earnings per common share $ 2.76 $ 3.12 ======== ======== Weighted average number of common shares and equivalents outstanding 13,923 13,923 ======== ======== See Notes to Pro Forma Financial Information - 4 - ORION CAPITAL CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1995 (000s omitted - except for per common share data) Guaranty Adjustments Orion National and Orion Historical Historical Eliminations Pro Forma ---------- ---------- ------------ --------- Revenues: Premiums earned $361,767 $233,393 $595,160 Net investment income 48,288 16,880 $ (3,182) (1)(2) (3) 61,986 Realized investment gains 3,286 359 3,645 Other income 567 22 (275) (2) 314 -------- -------- -------- -------- 413,908 250,654 (3,457) 661,105 -------- -------- -------- -------- Expenses: Losses incurred 194,555 132,213 326,768 Loss adjustment expenses 57,505 24,828 82,333 Amortization of deferred policy acquisition costs 93,366 45,908 139,274 Other insurance expenses 10,208 26,481 36,689 Dividends to policyholders 8,465 - 8,465 Interest expense 7,034 4,492 (1,010) (3) 10,516 Other expenses 5,310 526 (14) (5) 5,822 -------- -------- -------- -------- 376,443 234,448 (1,024) 609,867 -------- -------- -------- -------- Earnings before equity in earnings of affiliates, federal income taxes and minority interest expense 37,465 16,206 (2,433) 51,238 Equity in earnings of affiliates 5,817 - (5,295) (6) 522 -------- -------- -------- -------- Earnings before federal income taxes and minority interest expense 43,282 16,206 (7,728) 51,760 Federal income taxes 10,171 3,778 (2,352) (7) 11,597 Minority interest expense - - 2,357 (8) 2,357 -------- -------- -------- -------- Net earnings $ 33,111 $ 12,428 $ (7,733) $ 37,806 ======== ======== ======== ======== Net earnings per common share $ 2.33 $ 2.66 ======== ======== Weighted average number of common shares and equivalents outstanding 14,191 14,191 ======== ======== See Notes to Pro Forma Financial Information - 5 - ORION CAPITAL CORPORATION AND SUBSIDIARIES PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) YEAR ENDED DECEMBER 31, 1995 (000s omitted - except for per common share data) Guaranty Adjustments Orion National and Orion Historical Historical Eliminations Pro Forma ---------- ---------- ------------ ---------- Revenues: Premiums earned $749,003 $474,144 $1,223,147 Net investment income 99,040 35,283 $(5,546) (1)(2) (3) 128,777 Realized investment gains 11,885 3,291 15,176 Other income 14,352 - (595) (2) 13,757 -------- -------- ------- ---------- 874,280 512,718 (6,141) 1,380,857 -------- -------- ------- ---------- Expenses: Losses incurred 388,409 297,035 685,444 Loss adjustment expenses 123,824 53,584 177,408 Amortization of deferred policy acquisition costs 195,481 110,039 305,520 Other insurance expenses 21,562 32,518 54,080 Dividends to policyholders 21,790 - 21,790 Interest expense 15,943 8,447 (1,456) (3) 22,934 Other expenses 24,740 1,668 (28) (5) 26,380 -------- -------- ------- ---------- 791,749 503,291 (1,484) 1,293,556 -------- -------- ------- ---------- Earnings before equity in earnings of affiliates, federal income taxes and minority interest expense 82,531 9,427 (4,657) 87,301 Equity in earnings of affiliates 5,504 - (4,466) (6) 1,038 -------- -------- ------- ---------- Earnings before federal income taxes and minority interest expense 88,035 9,427 (9,123) 88,339 Federal income taxes 20,413 1,662 (2,650) (7) 19,425 Minority interest expense - - 1,467 (8) 1,467 -------- -------- ------- ---------- Net earnings $ 67,622 $ 7,765 $(7,940) $ 67,447 ======== ======== ======= ========== Net earnings per common share $ 4.77 $ 4.75 ======== ========== Weighted average number of common shares and equivalents outstanding 14,187 14,187 ======== ======== See Notes to Pro Forma Financial Information
- 6 - ORION CAPITAL CORPORATION AND SUBSIDIARIES NOTES TO PRO FORMA FINANCIAL INFORMATION 1) Net investment income has been reduced by $2,237,000 for the six- month periods ended June 30, 1996 and 1995, and by $4,475,000 for the year ended December 31, 1995, to reflect a reduction in short-term investments of $89,494,000 for the aggregate cost, including tender offer expenses, of purchasing the Guaranty National shares, assuming a short-term investment rate of 5.0%. 2) Net investment income was increased and other income was reduced by $325,000 and $275,000 for the six-month periods ended June 30, 1996 and 1995, respectively, and by $595,000 for the year ended December 31, 1995, to eliminate investment management fees paid to Orion by Guaranty National. 3) Net investment income and interest expense were reduced by $806,000 and $1,101,000 for interest on Guaranty National subordinated notes held by Orion, and by $204,000 and $355,000 for interest on an Orion mortgage participation loan held by Guaranty National, for the six months ended June 30, 1995 and the year ended December 31, 1995, respectively. The subordinated notes were converted into Guaranty National common stock in June and October of 1995, and the mortgage participation loan matured in November 1995. 4) Other expenses were reduced by $2,163,000 for one-time costs recorded by Guaranty National in connection with Orion's tender offer for Guaranty National shares in the first six months of 1996. 5) The excess of cost over the fair value of the 31.5% interest in Guaranty National's net assets acquired in July 1996 was $9,080,000, after the reversal of $21,547,000 of deferred taxes, and will be amortized over 28 years, which is the remaining amortization period for goodwill recorded upon Orion's initial investment in Guaranty National. The difference between the amortization of the goodwill resulting from the purchase of the Guaranty National shares and Guaranty National's amortization of its previously existing goodwill was $14,000 for the six-month periods ended June 30, 1996 and 1995, and $28,000 for the year ended December 31, 1995. 6) Orion's investment in slightly less than 50% of Guaranty National was recorded using the equity method for 1995. The pro forma financial information for 1995 includes Guaranty National's results on a consolidated basis, and Orion's equity in the earnings of Guaranty National has been eliminated. 7) The Federal income tax effects of the taxable pro forma adjustments, including the reversal of deferred taxes recorded on Orion's undistributed equity earnings from Guaranty National, were calculated using the applicable marginal tax rates. 8) Minority interest expense has been adjusted to reflect a 19% minority shareholder interest in Guaranty National Corporation for all periods. - 7 - -----END PRIVACY-ENHANCED MESSAGE-----