-----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, GkEiFOSiHiOPGyzmgQhn76n0dr3J4ikkZumv5d1dsEdx11m+HwYewI7DyjDFnhyK H9BD4QtgdqPyYwNbFoGUEQ== 0000074931-97-000024.txt : 19970528 0000074931-97-000024.hdr.sgml : 19970528 ACCESSION NUMBER: 0000074931-97-000024 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970527 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MILWAUKEE LAND COMPANY CENTRAL INDEX KEY: 0000831115 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 361487580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44671 FILM NUMBER: 97614315 BUSINESS ADDRESS: STREET 1: 547 W JACKSON BLVD STREET 2: STE 1510 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3122940497 FILED BY: 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: 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 13D Under the Securities Exchange Act of 1934 Amendment No. 3 Milwaukee Land Company ---------------------- (Name of Issuer) Common Stock, $.30 par value (Title of class of securities) 602302101 (CUSIP Number) Michael P. Maloney, Esq. Senior 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) May 20, 1997 - -------------------------------------------------------------------------------- (Date of event which requires filing of this statement) If filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this statement and is filing this statement because of Rule 13d-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 1 of 9 Pages Exhibit Index appears on Page 8 CUSIP No. 602302101 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons (a) Orion Capital Corporation S.S. or IRS Identification IRS No. 95-6069054 Nos. of Above Persons (b) Connecticut Specialty Insurance Company IRS No. 06-1121822 (c) Design Professionals Insurance Company IRS No. 94-2319176 (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) The Connecticut Indemnity Company IRS No. 06-0303520 (h) Guaranty National Corporation IRS No. 84-0445021 (i) Guaranty National Insurance Company IRS No. 86-0638259 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a (a) Member of a Group (b) X (c) X (d) X (e) X (f) X (g) X (h) X (i) X (See Instructions) - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (a) AF (See Instructions) (b) WC (c) WC (d) WC (e) WC (f) WC (g) WC (h) AF (i) WC ________________________________________________________________________________ 5) Check if Disclosure of Legal Proceedings are Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- - 2 - 6) Citizenship or Place of (a) Delaware Organization (b) Connecticut (c) California (d) Connecticut (e) Connecticut (f) Connecticut (g) Connecticut (h) Colorado (i) Colorado (7) Sole Voting Number Power 79,300 of Shares (8) Shared Voting Beneficially Power Owned by (9) Sole Dispositive Each Reporting Power 79,300 Person With (10) Shared Dispositive Power - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 79,300 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 4.7% - -------------------------------------------------------------------------------- 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 (h) CO, HC (i) CO, IC - 3 - Item 1. Security and Issuer. -------------------- This statement relates to the Common Stock, $.30 par value (the "Common Stock"), of the Milwaukee Land Company ("MLC"). The principal executive offices of MLC are located at 547 W. Jackson Boulevard, Chicago, Illinois 60661. 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, six of Orion's wholly-owned subsidiaries, together with Guaranty National Corporation, an affiliate of Orion and one of its subsidiaries. The six wholly- ownedsubsidiaries of Orion are as follows: Connecticut Specialty Insurance Company. ("CSIC"), a Connecticut corporation; Design Professionals Insurance Company ("DPIC"), a California corporation; EBI Indemnity Company ("EBIC"), a Connecticut corporation; The Fire & Casualty Insurance Company of Connecticut ("F&C"), a Connecticut corporation; Security Insurance Company of Hartford ("SICH"), a Con- necticut corporation; and The Connecticut Indemnity Company ("CIC") a Connecticut corporation. (The six subsidiaries listed above are sometimes referred to herein as the "Subsidiaries.") The principal offices of the Subsidiaries are located at 9 Farm Springs Road, Farm- ington, Connecticut 06032. Orion owns, directly or indirectly, all of the outstanding capital stock of each of the Subsidiaries. The Subsidiaries underwrite and sell most types of property and casualty insurance with an emphasis on commercial insurance in specialized markets. - 4 - Orion owns approximately 81.0% of the common stock of Guaranty National Corporation ("GNC"), a Colorado corporation; and GNC, in turn, owns all of the outstanding common stock of Guaranty National Insurance Company ("GNIC"), a Colorado corporation. (GNC and its subsidiary GNIC are sometimes referred to herein as the "Affiliates.") The principal offices of the Affiliates are located at 9800 South Meridian Boulevard, Englewood, Colorado 80112. GNIC underwrites and sells non-standard commercial and personal automobile insurance. This statement amends Items 2, 3 and 5 of the Schedule 13D dated July 22, 1993, Amendment No. 1 to Schedule 13D dated July 28, 1993 and Amendment No. 2 to Schedule 13D dated April 10, 1997. and filed with the Commission by Orion and its Subsidiaries and Affiliates by adding to such items the information contained herein. Item 3. Source and Amount of Funds or Other Consideration. --------------------------------------------------- The MLC Common Stock referred to in Item 5 hereof has been sold subsequent to April 10, 1997 with $160,837.00 received as consideration. Item 5. Interest in Securities of Issuer. --------------------------------- Since April 10, 1997, the date of Amendment No. 2 to the Schedule 13D, the Subsidiaries and Affiliates have sold 18,000 shares of MLC Common Stock, on the dates and the prices set forth in Exhibit A hereto. All of the shares were sold in open market transactions on the American Stock Exchange. According to the MLC Information Statement dated June 6, 1996, there were 1,671,238 shares of MLC Common Stock issued and outstanding. Orion may be deemed to be the beneficial owner of all shares of MLC Common Stock owned by the Subsidiaries and the - 5 - Affiliates. As a result of the sale of 18,000 shares of MLC Common Stock, Orion, its Subsidiaries and the Affiliates own, as of May 20, 1997, in the aggregate 79,300 shares or 4.7% of the outstanding MLC Common Stock. Of the 79,300 shares, SICH owns 22,200 shares, CIC owns 27,200 shares, DPIC owns 2,700 shares, F&C owns 22,900 shares, CSIC owns 2,000 shares; EBIC owns 800 shares; and GNIC owns the balance of 1,500 shares. - 6 - 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/ Raymond J. Schuyler -------------------------------- Raymond J. Schuyler Senior Vice President and Chief Investment Officer CONNECTICUT SPECIALTY INSURANCE COMPANY DESIGN PROFESSIONALS INSURANCE COMPANY EBI INDEMNITY COMPANY THE FIRE & CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD THE CONNECTICUT INDEMNITY COMPANY By: /s/ Raymond J. Schuyler -------------------------------- Raymond J. Schuyler Senior Vice President and Chief Investment Officer GUARANTY NATIONAL CORPORATION GUARANTY NATIONAL INSURANCE COMPANY By: /s/ Raymond J. Schuyler -------------------------------- Raymond J. Schuyler Vice President and Chief Investment Officer Dated: May 27, 1997 - 7 - EXHIBIT INDEX Exhibit Page - ------- ---- A List of Sales of MLC Common Stock 9 - 8 - EXHIBIT A Sales of MLC Common Stock -------------------------- Price Per Share Number of (including Date Seller Shares Commission) - ---- ------ --------- ----------- 5/12/97 EBIC 3,000 $ 8.71 5/13/97 F&C 200 8.83 5/14/97 SICH 4,800 8.83 5/14/97 SICH 5,000 8.96 5/16/97 GNC 2,500 9.08 5/20/97 GNC 2,500 9.21 - 9 - -----END PRIVACY-ENHANCED MESSAGE-----