-----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, CEMAfMz38EdeU2n58G/A74sGKrFvQHgaLc4qtPDqIHwDAiSHcOP7bjb+3CKmpATs MHwzuhfHrhoBtghVtW2oBQ== 0000074931-98-000010.txt : 19980602 0000074931-98-000010.hdr.sgml : 19980602 ACCESSION NUMBER: 0000074931-98-000010 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980601 EFFECTIVENESS DATE: 19980601 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: S-8 SEC ACT: SEC FILE NUMBER: 333-55671 FILM NUMBER: 98640055 BUSINESS ADDRESS: STREET 1: 600 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10020 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 S-8 1 REGISTRATION NO. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- ORION CAPITAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 95-6069054 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 9 Farm Springs Road, Farmington, Connecticut 06032-2504 (Address of Principal Executive Offices) (Zip Code) Orion Capital Corporation Employees' Stock Purchase Plan (Full Title of Plan) Michael P. Maloney Senior Vice President, General Counsel and Secretary Orion Capital Corporation 600 Fifth Avenue New York, New York 10020-2302 (Name and Address of Agent for Service) (212) 332-8080 (Telephone Number, Including Area Code, of Agent of Service) --------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------- ----------- -------------- -------------- ---------------- Proposed Proposed Title of Maximum Maximum Securities Amount to Offering Price Aggregate Amount of to be be Per Share (2) Offering Price Registration Fee Registered Registered (1) - --------------- ----------- -------------- -------------- ---------------- Common Stock, 300,000 $54.25 $16,275,000 $4,801.13 $1.00 par value per share - -------------------- ------ -------------- -------------- ---------------- (1) The 300,000 shares of Common Stock being registered hereby will be issuable from time to time by Orion Capital Corporation (the "Company") to employees participating in the Company's Employees' Stock Purchase Plan. In addition to the 300,000 shares of Common stock indicated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate number of shares of Common Stock which may be issuable as a result of anti-dilution adjustments made under the Employees' Stock Purchase Plan and pursuant to the Company's stockholder rights plan. (2) The maximum offering price per share used to calculate the registration fee with respect to the 300,000 shares of Common Stock issuable under the Employees' Stock Purchase Plan was estimated pursuant to Rule 457(h) under the Securities Act using the average of the high and low prices per share of the Common Stock reported on the New York Stock Exchange on May 27, 1998. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Pursuant to Rule 428(b)(1) under the Securities Act, the documents containing the information specified in Part I of Form S-8 will be sent or given to each participant in the Orion Capital Corporation Employees' Stock Purchase Plan (the "Plan"). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) Prospectus. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The documents listed below are incorporated by reference herein, and all documents subsequently filed by Orion Capital Corporation ("Registrant") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. o Registrant's Annual Report on Form 10-K for the year ended December 31, 1997. o Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. o The description of Registrant's Common Stock and its preferred stock purchase rights associated with the Common Stock, contained in its registration statement filed pursuant to Section 12 of the Exchange Act and any amendment or report filed for the purpose of updating those descriptions. -2- The consolidated financial statements and schedules of the Registrant included in the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 have been audited by Deloitte & Touche LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Item 5. Interests of Named Experts and Counsel The validity of the securities have been passed upon by Michael P. Maloney, Esq., Senior Vice President, General Counsel and Secretary for the Registrant. Mr. Maloney beneficially owns Common Stock and options to purchase Common Stock. Item 6. Indemnification of Directors and Officers Article IX of Registrant's By-Laws requires indemnification of Registrant's directors and officers to the full extent permitted by the Delaware General Corporation Law (the "Law") and provides for the advancement of defense expenses provided the director or officer agrees to repay the advance if it is ultimately determined that he is not entitled to indemnification. Article IX also provides that the indemnification provided by the By-Laws is not exclusive. Section 145(a) of the Law provides in general that a corporation may indemnify anyone who is or may be a party to a legal proceeding by reason of his service as a director or officer against expenses, adjustments, fines and settlement payments actually and reasonably incurred if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, as to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. Section 145(b) of the Law provides similarly where the proceeding is by or in the right of the corporation to procure a judgment in its favor. Section 145(g) of the Law allows a corporation to maintain insurance on behalf of any officer or director against any liability incurred by him in such capacity, whether or not the corporation would have the power to indemnify him against such liability under the Law. Registrant maintains such directors and officers liability insurance coverage. -3- Each of Registrant's directors has entered into an indemnity agreement with Registrant which (i) confirms the indemnity set forth in the By-laws and gives assurances that such indemnity will continue to be provided despite any By-law changes and (ii) provides, subject to certain conditions, that the director shall be indemnified to the fullest possible extent permitted by law against all expenses, judgments, fines and settlement amounts incurred or paid by him in any proceeding. As permitted by Section 102(b)(7) of the Law, Article VII of Registrant's Certificate of Incorporation eliminates personal liability of any director to Registrant and its stockholders for breach of the director's fiduciary duty of care, except where the director has breached his duty of loyalty, acted in bad faith, engaged in intentional or knowing misconduct, negligently or willfully declared an improper dividend or effected an unlawful stock repurchase or redemption, or obtained an improper personal benefit. Item 8. Exhibits 4.0 Orion Capital Corporation Employees' Stock Purchase Plan 5.0 Opinion of Michael P. Maloney, Esq. 15.0 Letter in Lieu of Consent of Deloitte & Touche LLP 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Michael P. Maloney, Esq. (incorporated in Exhibit 5) Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; -4- (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -5- SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Farmington, State of Connecticut, on this 29th day of May, 1998. ORION CAPITAL CORPORATION By: /S/W. Marston Becker W. Marston Becker Chairman of the Board and Chief Executive Officer of the Company -6- Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date or dates indicated: Signature Title Date /S/ W. Marston Becker ---------------------- W. Marston Becker Chairman of the Board and Chief Executive Officer of the Company /S/ Donald W. Ebbert, Jr. ---------------------- Donald W. Ebbert, Jr. Executive Vice President May 29, 1998 and Chief Financial Officer /S/ Gordon F. Cheesbrough ---------------------- Gordon F. Cheesbrough Director May 29, 1998 /S/ John C. Colman ---------------------- John C. Colman Director May 29, 1998 /S/ David H. Elliott ---------------------- David H. Elliott Director May 29, 1998 /S/ Victoria R. Fash ---------------------- Victoria R. Fash Director May 29, 1998 /S/ Robert H. Jeffrey ---------------------- Robert H. Jeffrey Director May 29, 1998 /S/ Gordon W. Kreh ---------------------- Gordon W. Kreh Director May 29, 1998 - ---------------------- Warren R. Lyons Director - ---------------------- James K. McWilliams Director /S/ Ronald W. Moore - ---------------------- Ronald W. Moore Director May 29, 1998 /S/ William W. Weaver - ---------------------- William W. Weaver Director May 29, 1998 EX-4 2 EXHIBIT 4 ORION CAPITAL CORPORATION EMPLOYEES' STOCK PURCHASE PLAN SECTION 1. PURPOSE OF THE PLAN The purpose of the Orion Capital Corporation Employees' Stock Purchase Plan (the "Plan") is to provide employees of Orion Capital Corporation ("Orion") and designated subsidiaries an opportunity to acquire a proprietary interest in Orion through the purchase of shares of the common stock, $1.00 par value, of Orion ("Common Stock"). It is intended that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended ("Code"), and the provisions of the Plan shall be construed accordingly. SECTION 2. DEFINITIONS For purposes of the Plan, the following terms shall be defined as set forth below: (a) "Business Day" means each day that the New York Stock Exchange, Inc. (or such other exchange on which Common Stock is principally traded on the date of reference) is open for the transaction of business. (b) "Corporate Transaction" means either: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of Orion's outstanding securities are transferred to a person or persons different from the person holding those securities immediately prior to such transaction; or (ii) the complete liquidation or dissolution of Orion. (c) "Fair Market Value" means, with respect to Common Stock, the mean of the high and low sales prices of Common Stock on the relevant date as reported on the stock exchange, or market on which the Common Stock is primarily traded, or if no sale is made on such date, then the Fair Market Value is the weighted average of the mean of the high and low sales prices of Common Stock on the next preceding day and the next succeeding day on which such sales were made, as reported on the stock exchange market on which Common Stock is primarily traded. (d) "Participating Company" shall mean Orion and each Subsidiary which the Committee has designated to participate in the Plan. (e) "Offering Period" means each period which begins on a Commencement Date and ends on a Purchase Date during which Eligible Employees may purchase Common Stock pursuant to an Offering under the Plan. (f) "Commencement Date" shall mean the first Business Day of each Offering Period. (g) "Eligible Employee" means any person who, on a Commencement Date, (i) is customarily scheduled to be employed by any Participating Company as an employee for at least seventeen and one-half (17 1/2) hours per week and for more than five (5) months in any calendar year, and (ii) has completed fifteen (15) days of employment with Orion or any Subsidiary. (h) "Purchase Date" shall mean the last Business Day of each Offering Period. (i) "Offering" means any proposal made in accordance with the terms and conditions of the Plan permitting Eligible Employees to purchase Common Stock under the Plan during an Offering Period. (j) "Subsidiary" shall mean any corporation which is a "subsidiary" of Orion, as that term is defined in Section 424(f) of the Code. SECTION 3. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Compensation and Nominating Committee of the Board of Directors of Orion (the "Committee"). Any action of the Committee in administering the Plan shall be final, conclusive and binding on all persons, including Orion, its Subsidiaries, employees, persons claiming rights from or through employees and the stockholders or Orion. Subject to the provisions of the Plan, the Committee shall have full and final authority in its discretion (a) to designate the Subsidiaries whose employees will participate in the Plan, (b) to determine the maximum number of shares of Common Stock to be acquired by each Eligible Employee during each Offering Period, (c) to determine the terms and conditions of each Offering, (d) to determine the length of each Offering Period and the Commencement Date thereof, (e) to correct any defect or supply any omission or reconcile any inconsistency in the Plan, (f) to adopt, amend and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan and the conduct of each Offering, and (g) to make all other determinations as it may deem necessary or advisable for the administration of the Plan. SECTION 4. PARTICIPATION IN THE PLAN (a) Only individuals who are employees of a Participating Company shall be eligible to acquire Common Stock pursuant to any Offering under the Plan. Except as provided in paragraph (b) hereof, every Eligible Employee on the Commencement Date of an Offering shall be eligible to participate in such Offering provided such individual remains an Eligible Employee until the Purchase Date. (b) Notwithstanding any provisions of the Plan to the contrary, no Eligible Employee shall be eligible to participate in any Offering, if: (i) on the Commencement Date, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own stock and /or hold outstanding options to purchase stock possessing five (5) percent or more of the total voting power or value of all classes of stock of Orion or a Subsidiary; or (ii) the Eligible Employee belongs to a class or group of Eligible Employees that the Committee deems ineligible for participation in any Offering (as the Committee may do from time to time), so long as the exclusion of class or group of Eligible Employees from participation in an Offering does not jeopardize the qualification of the Plan under Section 423 of the code or other applicable law. SECTION 5. OFFERINGS (a) The Plan shall be implemented by a series of Offerings to all Eligible Employees, the duration and frequency of which will be specified from time to time by the Committee. (b) Each Offering shall permit each Eligible Employee to purchase on the Purchase Date Common Stock at a such purchase price per share which shall not be less than the lower of (i) 90% of the Fair Market Value of the Common Stock on the Commencement Date, or (ii) 90% of the Fair Market value of Common Stock on the Purchase Date. (c) No Offering Period pursuant to the Plan shall before a period greater than 12 months from the Commencement Date. (d) All Eligible Employees participating in an Offering under the Plan shall have the same rights and privileges, except that the Committee may from time to time provide for differences in the rights and privileges of Eligible Employees so long as such differences do not, jeopardize the qualification of the Plan under Section 423 of the Code or violate other applicable law. SECTION 6. SHARES AVAILABLE UNDER THE PLAN (a) Subject to the provisions of Section 7 hereof, the aggregate number of shares of Common Stock available for purchase pursuant to all Offerings under the Plan shall not exceed 300,000 shares. (b) If the total number of shares of Common Stock to be purchased on any Purchase Date when added to the number of shares of Common Stock previously issued pursuant to Offerings under the Plan exceeds the maximum number of shares then available under the Plan, the Committee shall make a pro rata allocation of the shares available for purchase in such Offering in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable, and the amounts received from each Eligible Employee in excess of the amounts applied to purchase Common Stock shall be refunded to each Eligible Employee. SECTION 7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION In the event that the Committee determines that any stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination share exchange or other similar corporate transaction or event affects the Common Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Eligible Employees under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of shares of Common Stock which may thereafter be available under the Plan, (ii) the number and kind of shares of Common Stock issuable in respect of any current Offering, and (iii) the purchase price relating to any purchase of Common Stock to be acquired in any Offering; provided, however, that no adjustment shall be made if, or to the extent that, such adjustment would case the Plan to violate Section 423 of the Code. SECTION 8. ACCRUAL LIMITATIONS (a) No Eligible Employee shall be entitled to accrue rights to acquire Common Stock in any Offering under this Plan (which right shall accrue on the Purchase Date for an Offering Period) if and to the extent such accrual, when aggregated with (i) rights to purchase Common stock accrued under any other Offering under this Plan during the same calendar year and (ii) rights accrued under any other employee stock purchase plan (within the meaning of Section 423 of the Code) of Orion or any Subsidiary during the same calendar year, would cause such Eligible Employee to be able to purchase more than Twenty-Five Thousand Dollars ($25,000) worth of Common Stock or stock of any Subsidiary (determined on the basis of the Fair Market Value of such stock on the date or dates such rights are granted) for each calendar year such rights are at any time outstanding. SECTION 9. GENERAL PROVISIONS (a) Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employee of Orion or any Subsidiary, and no employee of any Subsidiary which is not a Participating Company shall have any claim or right to participate in any Offerings under the Plan. (b) No right of an Eligible Employee to purchase Common Stock pursuant to an Offering under the Plan shall be assigned or transferred by such Eligible Employee and such rights to purchase Common Stock pursuant to an Offering shall be exercisable during the lifetime of the Eligible Employee only by the Eligible Employee. (c) No Offering shall confer on any Eligible Employee any of the rights of a stockholder of Orion unless and until Common Stock is duly issued or transferred to the Eligible Employee in accordance with the terms of the Offering. (d) Upon the date of any Corporate Transaction, any outstanding Offering under the Plan will terminate and such date shall be treated as the Purchase Date, and in lieu of the issuance of Common Stock to participating Eligible Employees, there shall be paid for each share of Common Stock, as nearly as reasonably may be determined, the cash, securities and/or property which a holder of one share of the Common Stock was entitled to receive upon and at the time of such Corporate Transaction. (e) The provisions of the Plan shall be governed by the laws of the State of New York without resort to the State's conflict -of- laws rules. SECTION 10. EFFECTIVE DATE; AMENDMENT; TERMINATION (a) The Plan shall become effective if and when approved by the stockholders of Orion at the 1998 annual Meeting of Stockholders. (b) The Board of Directors of Orion may terminate the Plan or amend the Plan from time to time; provided, however, that the Board of Directors of Orion shall not, without approval of the stockholders of Orion (i) increase the number of shares available for purchase pursuant to all Offerings, (ii) change the class of persons eligible to participate in an Offering under the Plan, or (iii) reduce the purchase price of Common Stock below that set forth in Section 5(b) herein. (c) Unless sooner terminated by the Board of Directors of Orion the Plan shall terminate when all shares available for issuance under the Plan have been purchased pursuant to an Offering under the Plan, or the date of any Corporate Transaction, if earlier. EX-5 3 EXHIBIT 5 [LETTERHEAD OF MICHAEL P. MALONEY, ESQ.] May 29, 1998 Orion Capital Corporation 600 Fifth Avenue New York, New York 10020 Orion Capital Corporation: In connection with the Registration Statement on Form S-8 relating to 300,000 shares of Common Stock, (par value $1.00 per share) (the Shares) of Orion Capital Corporation (Orion) under the Employees Stock Purchase Plan (the Plan), it is my opinion that: 1. Orion is duly incorporated and validly existing in good standing under the laws of the State of Delaware. 2. All necessary corporate proceedings have been taken to authorize the issuance of the Shares under the Plan, and all such Shares, upon issuance in accordance with the Plan and upon full payment in cash for such Shares issued, will be validly issued and outstanding and fully paid and non-assessable. In preparing this opinion, I have examined certificates of public officials, certificates of officers and copies certified to my satisfaction of such corporate documents and records of Orion and such other papers as I have thought relevant and necessary as a basis for my opinion. I have relied on such certificates in connection with the accuracy of actual matters contained in such documents which were not independently established. I consent to the use of this opinion in the Registration Statement and to the reference to my name under the heading Legal Opinion in the Prospectus. In giving such consent, I do not admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or the Rules and Regulations of the Securities and Exchange commission. Very truly yours, /s/ Michael P. Maloney --------------------------- Michael P. Maloney Senior Vice President, General Counsel and Secretary EX-15 4 EXHIBIT 15 May 29, 1998 Orion Capital Corporation 9 Farm Springs Road Farmington, CT 06032 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of Orion Capital Corporation and subsidiaries for the periods ended March 31, 1998 and 1997, as indicated in our report dated April 30, 1998; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 is being used in this Registration Statement on Form S-8. We are also aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. Deloitte & Touche LLP Hartford, Connecticut EX-23 5 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Orion Capital Corporation on Form S-8 of our report dated February 11, 1998 appearing in the Annual Report on Form 10-K of Orion Capital Corporation for the year ended December 31, 1997. Deloitte & Touche LLP Hartford, Connecticut May 29, 1998 -----END PRIVACY-ENHANCED MESSAGE-----