-----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, BJK/E+Al+0nngU1qf0wGvVSgxGfQFwG1HGkUI1VMIuT76u+j+ps52YCkOnMmfCHe 6XaNw9FFWdImmhYn4oohDA== 0000074931-97-000029.txt : 19970811 0000074931-97-000029.hdr.sgml : 19970811 ACCESSION NUMBER: 0000074931-97-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970808 SROS: AMEX 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: 97654624 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: 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: 212-332-80 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. 8) 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 July 15, 1997 - ---------------------------------------------------------------------------- (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 following 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 - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------ 3) SEC use Only - ------------------------------------------------------------------------------- 4) Source of Funds (a) AF (See Instructions) (b) WC (c) WC (d) WC (e) WC (f) 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 - ----------------------------------------------------------------------------- (7) Sole Voting Number Power 212,900 of Shares (8) Shared Voting Beneficially Power Owned by (9) Sole Dispositive 212,900 Each Reporting Power Person With (10) Shared Dispositive Power - ------------------------------------------------------------------------------- - 2 - 11) Aggregate Amount Beneficially Owned by Each Reporting Person 212,900 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) - ------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 4.6% - ------------------------------------------------------------------------------- 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 - 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 five of its wholly-owned subsidiaries, each of which is a corporation organized under the laws of the State of Connecticut: The Connecticut Indemnity Company ("CIC"); Employee Benefits Insurance Company ("EBIC"); EBI Indemnity Company ("EIC"); The Fire & Casualty Insurance Company of Connecticut ("F&C"); and Security Insurance Company of Hartford ("SICH"). The principal offices of CIC, EBIC, EIC, F&C, and SICH are located at 9 Farm Springs Road, Farmington, Connecticut 06032. Orion owns, directly or indirectly, all of the outstanding capital stock of each of CIC, EBIC, EIC, F&C and SICH (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. This statement amends Items 2, 3 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 January 11, 1990, by Amendment No. 4 dated May 17, 1991, by Amendment - 4 - No. 5 dated May 13, 1996, by Amendment No. 6 dated August 13, 1996, and by Amendment No. 7 dated September 13, 1996, 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, except for Gordon F. Cheesbrough, Graham A. Addington and Aileen Ekmekjian who are citizens of Canada. Graham A. Addington, who has dual citizenship, is also a citizen of the United Kingdom. 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. -------------------------------------------------- The Schieb Capital Stock referred to in Item 5 hereof has been sold subsequent to September 13, 1996 with $436,423 received as consideration. Item 5. Interest in Securities of Issuer. --------------------------------- According to Scheib's Annual Report on Form 10-K for the fiscal year ended April 30, 1997, there were approximately 4.6 - 5 - million shares of Scheib Capital Stock outstanding as of April 30, 1997. The Subsidiaries own 212,900 shares in the aggregate or approximately 4.6% of the Scheib Capital Stock. Orion may continue to be deemed the beneficial owner of all shares of Scheib Capital Stock owned by the Subsidiaries. Of the 212,900 shares, CIC owns 17,500 shares, EBIC owns 33,600 shares, EIC owns 10,400 shares, F&C owns 44,500 shares and SICH owns 106,900 shares. Since September 19, 1996, the Subsidiaries sold a total of 61,400 shares on the dates and at the prices set forth in Appendix B hereto. All of the shares sold by EIC, F&C and SICH 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 ultimately to direct the acquisition, voting and disposition of shares of Scheib Capital Stock held by the Subsidiaries. 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 September 19, 1996. - 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 THE CONNECTICUT INDEMNITY COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY EBI INDEMNITY COMPANY THE FIRE & CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD By /s/ Raymond J. Schuyler -------------------------------- Raymond J. Schuyler Senior Vice President and Chief Investment Officer Date: August 7, 1997 - 7 - APPENDICES APPENDIX PAGE A Names, addresses and principal 9 occupations of Executive Officers and Directors of Orion and the Subsidiaries B List of Sales of Scheib Capital 15 Stock - 8 - APPENDIX A Principal Occupation Name and Address or Employment - ---------------- ---------------------- W. Marston Becker (1--6) Chairman of the Board and Orion Capital Corporation Chief Executive Officer of 9 Farm Springs Road Orion and each of the Farmington, CT 06032 Subsidiaries Gordon F. Cheesbrough (1) Chairman and Chief Scotia Capital Markets Executive Officer, 40 King Street West ScotiaMcLeod, Inc., Scotia Plaza, 66th Floor Canadian investment Toronto, Ontario M5W 2X6 dealers Canada 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 Victoria R. Fash (1) Executive Vice President Cognizant Corporation and Chief Financial 200 Nyala Farms Road Officer of Cognizant Westport, Connecticut 06880 Corporation 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 (2) Director of EIC (3) Director of EBIC (4) Director of F&C (5) Director of SICH (6) Director of CIC - 9 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- James K. McWilliams (l) Proprietor of McWilliams & 2288 Broadway Company and General Sand Francisco, California 94115 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 87 Farm Lane Consultant to Orion South Dennis, Massachusetts 02660 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) Senior Consultant to Guaranty National Corporation Guaranty National 9800 South Meridian Boulevard Corporation Englewood, CO 80112 - ----------------------------------------------------------------- (l) Director of Orion - 10 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Raymond W. Jacobsen (2--6) President of EIC; Senior EBI Companies Vice President of Orion, 500 Park Boulevard CIC, EBIC, F&C and SICH; Itasca, IL 60143 Chairman of EBIC Daniel L. Barry (2--6) Senior Vice President and Orion Capital Corporation Chief Financial Officer of 9 Farm Springs Road Orion, EIC, EBIC, F&C, Farmington, Connecticut 06032 SICH and CIC Michael P. Maloney, Esq. (2--6) Senior Vice President, Orion Capital Corporation General Counsel and 600 Fifth Avenue Secretary of Orion and New York, New York l0020 EIC; Senior Vice President, Chief Legal Officer and Assistant Secretary of each of the other Subsidiaries William G. McGovern Senior Vice President and Orion Capital Corporation Chief Actuary of Orion; 9 Farm Springs Road Senior Vice President and Farmington, Connecticut 06032 Chief Actuary of each of the Subsidiaries Vincent T. Papa (2--6) Senior Vice President Wm. H. McGee & Co., Inc. of Orion; Chairman of Four World Trade Center Wm. H. McGee & Co.; Inc., Suite 6274 a wholly-owned subsidiary New York, New York 10048 of Orion; and Senior Vice President of each of the Subsidiaries - ----------------------------------------------------------------- (2) Director of EIC (3) Director of EBIC (4) Director of F&C (5) Director of SICH (6) Director of CIC - 11 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Raymond J. Schuyler (2--6) Senior Vice President and Orion Capital Corporation Chief Investment Officer 600 Fifth Avenue of Orion and EIC; Senior New York, New York 10020 Vice President-Investments of each of the other Subsidiaries Lawrence D. Nolen Vice President of CIC, Orion Capital Companies SICH and F&C 312 Farmington Avenue Farmington, Connecticut 06032 Ralph M. Herrmann Senior Vice President Orion Capital Companies of CIC, EBIC, EIC and F&C 9 Farm Springs Road Farmington, Connecticut 06032 Eva Schlehofer Vice President of F&C, Orion Capital Companies SICH and CIC 9 Farm Springs Road Farmington, Connecticut 06032 Craig A. Nyman Vice President and Orion Capital Companies Treasurer of Orion and Farm Springs Road each of the Subsidiaries Farmington, Connecticut 06032 Stephen M. Mulready (2--6) Vice President of Orion; Orion Capital Companies Vice President of F&C, 9 Farm Springs Road SICH and CIC Farmington, Connecticut 06032 Thomas M. Okarma (2--6) Vice President of Orion; DPIC Companies Vice President of SICH 2959 Monterey/Salinas Highway and CIC Monterey, California 93940 - ----------------------------------------------------------------- (2) Director of EIC (3) Director of EBIC (4) Director of F&C (5) Director of SICH (6) Director of CIC - 12 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Robert T. Claiborne Vice President, Portfolio Orion Capital Corporation Manager and Director of 600 Fifth Avenue Research of Orion and each New York, New York 10020 of the Subsidiaries Claudia F. Lindsey Vice President of Orion 9 Farm Springs Road and Vice President- Farmington, Connecticut 06032 Business Development of each of the Subsidiaries Victor L. Matthews Vice President and Orion Capital Corporation Controller of Orion 600 Fifth Avenue New York, New York 10020 David B. Semeraro Vice President of Orion Orion Capital Companies and Vice President and 9 Farm Springs Road Chief Information Officer Farmington, Connecticut 06032 of each of the Sub- sidiaries Kevin W. Sullivan Vice President and Orion Capital Corporation Assistant Chief Invest- 600 Fifth Avenue ment Officer of Orion New York, New York 10020 and each of the Sub- sidiaries William M. Beers Vice President and DPIC Companies Assistant Secretary of 2959 Monterey/Salinas Highway each of the Subsidiaries Monterey, California 93940 Leland H. Beman Vice President of each of Orion Capital Companies the Subsidiaries 9 Farm Springs Road Farmington, Connecticut 06032 Anne Campbell Vice President of F&C, Orion Capital Companies SICH and CIC 9 Farm Springs Road Farmington, Connecticut 06032 - ----------------------------------------------------------------- (2) Director of EIC (3) Director of EBIC (4) Director of F&C (5) Director of SICH (6) Director of CIC - 13 - Principal Occupation Name and Address or Employment - ---------------- ---------------------- Thomas A. Clark Vice President of F&C, Orion Capital Companies SICH and CIC 9 Farm Springs Road Farmington, Connecticut 06032 Richard C. Tardif Vice President of each of Orion Capital Companies the Subsidiaries 9 Farm Springs Road Farmington, Connecticut 06032 Peter M. Vinci Vice President and Orion Capital Companies Controller of each of the 9 Farm Springs Road Subsidiaries Farmington, Connecticut 06032 James W. Webb Vice President of each of Orion Capital Companies the Subsidiaries 9 Farm Springs Road Farmington, Connecticut 06032 Kimberley J. Delany Vice President of EBIC, EBI Companies EIC, F&C and CIC 12770 Coit Road Dallas, TX 75251 Graham A. Addington Vice President of SICH DPIC Companies 155 University Avenue Toronto, Ontario M5H 3B7 Canada David J. Vermeulen Vice President of SICH DPIC Companies 2959 Monterey/Salinas Highway Monterey, California 93940 Florence E. Whitmore Vice President of SICH DPIC Companies 2959 Monterey/Salinas Highway Monterey, California 93940 - 14 - APPENDIX B Sales of Earl Scheib Capital Stock Number of Price Per Share Date Company Shares (net of commission) - ---- -------- ---------- ------------------- 12/26/96 EIC 5,000 $ 7.085 12/30/96 EIC 400 7.085 12/31/96 EIC 2,900 6.960 1/6/97 EIC 2,100 7.960 1/6/97 EIC 2,000 7.085 1/7/97 EIC 2,600 7.085 1/8/97 EIC 5,000 7.210 3/4/97 EIC 2,500 6.835 3/7/97 EIC 5,000 7.335 7/9/97 F&C 200 7.045 7/10/97 EIC 6,400 6.795 7/10/97 EIC 400 6.920 7/11/97 F&C 4,600 6.920 7/11/97 F&C 4,800 7.045 7/14/97 F&C 5,000 7.295 7/14/97 SICH 3,700 7.420 7/14/97 SICH 5,000 7.170 7/15/97 F&C 2,500 7.295 7/15/97 F&C 1,300 7.420 - 15 - -----END PRIVACY-ENHANCED MESSAGE-----