-----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, Qjtflr673sliA/o+7Kz/Jt36bdnlXSXbNkYnPQp1y7S/JvgpYH63S20kukyHWP54 qb1qDrk/Xp0E5csO/x+dMg== 0000074931-97-000043.txt : 19971211 0000074931-97-000043.hdr.sgml : 19971211 ACCESSION NUMBER: 0000074931-97-000043 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971210 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 13D/A SEC ACT: SEC FILE NUMBER: 005-43461 FILM NUMBER: 97735080 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: 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: 9 FARM SPRINGS RD STREET 2: 24TH FLOOR CITY: FARMINGTON STATE: CT ZIP: 06032 BUSINESS PHONE: 8606746600 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. 5 Guaranty National Corporation (Name of Issuer) Common Stock, $1.00 par value (Title of class of securities) 401192109 (CUSIP Number) Michael P. Maloney, Esq. Senior Vice President, General Counsel and Secretary Orion Capital Corporation 9 Farm Springs Road Farmington, CT 06032 (860) 674-6600 - ------------------------------------------------------------- (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 December 9, 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:[x] Check the following box if a fee is being paid with this statement: [] (Continued on following pages) Exhibit Index Appears on Page 10 CUSIP No.401192109 - -------------------------------------------------------------- 1) Names of Reporting Persons (a) Orion Capital Corporation S.S. of IRS Identification IRS No. 95-6069054 Nos of Above Persons (b) The Connecticut Indemnity Company IRS No. 06-0303520 (c) Connecticut Specialty Insurance Company IRS No. 06-1121822 (d) Design Professionals Insurance Company IRS No. 94-2319176 (e) Employee Benefits Insurance Company IRS No. 95-1613489 (f) EBI Indemnity Company IRS No. 06-1008792 (g) The Fire and Casualty Insurance Company of Connecticut IRS No. 06-0640218 (h) Security Insurance Company of Hartford IRS No. 06-052957 (i) SecurityRe, Inc. IRS No. 06-1008789 - -------------------------------------------------------------- 2) Check the Appropriate Box if a (a) Member of a Group (b) X (See Instructions) (c) X (d) X (e) X (f) X (g) X (h) X (i) X - ------------------------------------------------------------- 3) SEC use Only - -------------------------------------------------------------- - 2 - - -------------------------------------------------------------- 4) Source of Funds (a) WC (See Instructions) (b) WC (c) WC (d) WC (e) WC (f) WC (g) WC (h) WC (i) 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 (g) Connecticut (h) Connecticut (i) Connecticut - ------------------------------------------------------------- (7) Sole Voting Number Power 15,014,468 of Shares (8) Shared Voting Beneficially Power Owned by (9) Sole Dispositive 15,014,468 Each Reporting Power Person With (10) Shared Dispositive Power - -------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 15,014,468 - -------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) - 3 - - -------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 99.4% - -------------------------------------------------------------- 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, IC (i) CO - 4 - Item 1. Security and Issuer. ------------------- This statement relates to the Common Stock, $1.00 par value (the "Common Stock"), of Guaranty National Corporation ("GNC" or the "Company"). The principal executive offices of GNC are located at 9800 South Meridian Boulevard, Englewood, Colorado 80112. Item 2. Identity and Background. ------------------------ This statement is filed by Orion Capital Corporation ("Orion or the Parent"), a Delaware corporation with its principal executive offices at 9 Farm Springs Road, Farmington, Connecticut 06032, and eight of Orion's subsidiaries, each of which is a corporation organized under the laws of the state of Connecticut: The Connecticut Indemnity Company ("CI"); Connecticut Specialty Insurance Company ("CSIC"); Design Professionals Insurance Company ("DPIC"); Employee Benefits Insurance Company ("EBIC"); EBI Indemnity Company ("EIC"); The Fire and Casualty Insurance Company of Connecticut ("F&C"); Security Insurance Company of Hartford ("SICH"); and SecurityRe, Inc. ("SRI"). The principal offices of CI, CSIC, DPIC, EBIC, EIC, F&C, SICH, and SRI are located at 9 Farm Springs Drive, Farmington, Connecticut 06032. Orion owns, directly or indirectly, all of the outstanding capital stock of each of CSIC, DPIC, EBIC, EIC, F&C, SICH, and SRI (collectively, the "Subsidiaries"). Further, GNC Transition Corp, a Colorado corporation has been formed in connection with the merger of GNC. See Items 4 and 5. This statement amends Items 1, 2, 4, 5 and 7 of the Schedule 13D dated May 8, 1996 as previously amended by Amendment - 5 - No. 1, dated July 2, 1996, (which supplemented and modified the information contained in Amendment No. 2 to the Schedule 13G dated February 5, 1996 and filed in paper format by Orion and the Subsidiaries with respect to GNC's Common Stock) and amended by Amendment No. 2, dated September 18, 1997, and Amendment No. 3, dated November 3, 1997 and Amendment No. 4, dated November 5, 1997 by adding to such items the information contained herein. Item 4. Purpose of Transaction. ----------------------- Orion announced that its tender offer to purchase all outstanding shares of the common stock of GNC for $36 per share was successfully completed with 97.1% of the GNC shares not held by Orion or its its subsidiaries having been validly tendered. The tender offer, which expired at 12:00 midnight, New York time on December 5, 1997, was made pursuant to an agreement entered into by Orion and GNC and will be followed by the merger of GNC with a wholly-owned subsidiary of Orion. Based on its preliminary tabulation, the Depositary for the Offer has informed Orion that 2,884,526 shares of GNC were tendered and not withdrawn pursuant to the Offer (including 129,223 shares tendered by means of notices of guaranteed delivery). Orion has accepted the shares tendered for payment which together with the 12,129,942 shares currently owned by certain of Orion's wholly-owned subsidiaries represents approximately 99.4% of the shares of GNC outstanding. Only 85,653 shares of GNC were not tendered. - 6 - The remaining shareholders of GNC will receive, pursuant to the terms of the Merger Agreement, $36 per share in cash upon delivery of their shares of GNC common stock. The merger is expected to close on or about December 16, 1997. The information set forth in the press release, dated December 8, 1997 of Orion attached hereto as Exhibit 1, is incorporated herein by reference. Item 5. Interest in Securities of Issuer. -------------------------------- According to GNC, there were 15,100,121 shares of GNC Common Stock outstanding as of December 8, 1997. Orion and its Subsidiaries own, in the aggregate 15,014,468 shares of GNC Common Stock as follows: Company No. of Shares Purchased ---------- ----------------------- Orion 4,029,526 CI 1,381,168 CSIC 215,154 DPIC 317,115 EBIC 618,612 EIC 630,379 F&C 637,998 SICH 7,116,802 SRI 67,714 ----------- 15,014,468 =========== Orion may continue to be deemed the beneficial owner of all shares of GNC Common Stock owned by the Subsidiaries. In connection with the merger, Orion and its Subsidiaries have contributed their respective shares of GNC Common Stock to GNC Transition Corp, a corporation wholly-owned by Orion and its Subsidiaries. Except as previously reported, or to the extent that the officers and directors of Orion and the Subsidiaries may be deemed to "beneficially own" shares of GNC Common Stock by reason of their - 7 - voting power or investment power with respect to the shares owned by Orion and their Subsidiaries, no officer or director of Orion nor any of the Subsidiaries beneficially owns, or has the right to acquire, directly or indirectly, any shares of GNC Common Stock or has effected any transaction in shares of GNC Common Stock since July 1, 1997. Item 7. Materials to be filed as Exhibits ------------------------------------. Exhibit 1 - Form of Press Release of Orion dated December 8, 1997 - 8 - 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/ Michael P. Maloney ------------------------------ Senior Vice President, General Counsel and Secretary THE CONNECTICUT INDEMNITY COMPANY CONNECTICUT SPECIALTY INSURANCE COMPANY DESIGN PROFESSIONALS INSURANCE COMPANY EMPLOYEE BENEFITS INSURANCE COMPANY EBI INDEMNITY COMPANY THE FIRE AND CASUALTY INSURANCE COMPANY OF CONNECTICUT SECURITY INSURANCE COMPANY OF HARTFORD SECURITYRE, INC. By:/s/ Michael P. Maloney ---------------------------- Senior Vice President, General Counsel and Assistant Secretary Dated: December 9, 1997 - 9 - EXHIBIT INDEX Exhibit 1 Form of Press Release dated December 8, 1997 - 10 - EX-1 2 EXHIBIT 1 From: Jeanne Hotchkiss Dawn W. Dover Orion Capital Corporation Kekst & Company 9 Farm Springs Road 437 Madison Avenue Farmington, CT 06032 New York, NY 10022 (860) 674-6754 (212) 521-4817 FOR IMMEDIATE RELEASE ORION CAPITAL CORPORATION TENDER OFFER FOR GUARANTY NATIONAL SHARES COMPLETED ---------------------------------------- Farmington, CT (December 8, 1997) -- Orion Capital Corporation (NYSE: OC) today announced that its tender offer to purchase all outstanding shares of common stock of Guaranty National Corporation (NYSE: GNC) for $36 per share was successfully completed with 97.1% of the Guaranty National shares not held by Orion or its subsidiaries having been validly tendered. The tender offer, which expired at 12:00 midnight, New York time on December 5, 1997, was made pursuant to an agreement entered into by Orion and Guaranty National and will be followed by the merger of Guaranty with a wholly-owned subsidiary of Orion. Based on its preliminary tabulation, the Depositary for the Offer has informed Orion that 2,884,526 shares of Guaranty National Corporation were tendered and not withdrawn pursuant to the Offer (including 129,223 shares tendered by means of notices of guaranteed delivery). Orion has accepted the shares tendered for payment, which together with the 12,129,942 shares currently owned by certain of Orion's wholly-owned subsidiaries, represents approximately 99.4% of the shares of Guaranty National Corporation outstanding. Only 85,653 shares of Guaranty National Corporation were not tendered. The remaining shareholders of Guaranty National Corporation will receive, pursuant to the terms of the Merger Agreement, $36 per share in cash upon delivery of their shares of Guaranty National common stock. The merger is expected to close on or about December 16, 1997. Orion Capital Tender Offer for Guaranty National Completed W. Marston Becker, Orion Chairman and CEO, stated, "In the growing and attractive nonstandard automobile market, Guaranty National has a solid presence, excellent management, and extremely well- positioned product portfolio and outstanding prospects. This merger will provide Guaranty with additional financing options to continue its expansion in this rapidly consolidating arena. Orion, in turn, will benefit from the financial performance that derives from a growing and well-run operation." "Orion and Guaranty National have enjoyed a mutually rewarding relationship for more than a dozen years. We expect that this new chapter in our association will benefit our customers, agents, employees and shareholders for years to come," Mr. Becker added. Guaranty National is a Colorado-based property and casualty insurance holding company with operating subsidiaries that write private passenger automobile insurance, as well as specialty commercial automobile, collateral protection and other commercial coverages. The Company is a leading provider of nonstandard personal automobile insurance written through independent agents. 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 and Wm. H. McGee & Co., Inc., as well as through its ownership interest in Guaranty National Corporation. ##### - 2 - -----END PRIVACY-ENHANCED MESSAGE-----