-----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, Q7CizvccYVZv5/rnoeTH08HP92JN2QlWVGdDbyeO20Y9t3otQx3Z3sroWusLGp+G VA1UojJBn8nGQ+/L1ddwvQ== 0000940180-99-000945.txt : 19990813 0000940180-99-000945.hdr.sgml : 19990813 ACCESSION NUMBER: 0000940180-99-000945 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990812 GROUP MEMBERS: NTG ACQUISITION CORP GROUP MEMBERS: ROYAL & SUN ALLIANCE INSURANCE GROUP PLC GROUP MEMBERS: ROYAL GROUP INC/ SUBJECT COMPANY: 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-06048 FILM NUMBER: 99686314 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL GROUP INC/ CENTRAL INDEX KEY: 0001090458 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 9300 ARROWPOINT BLVD CITY: CHARLOTTE STATE: NC ZIP: 28273-8135 BUSINESS PHONE: 7045222739 MAIL ADDRESS: STREET 1: 9300 ARROWPOINT BLVD CITY: CHARLOTTE STATE: NC ZIP: 28273-8135 SC 14D1/A 1 TENDER OFFER ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________ SCHEDULE 14D-1 AMENDMENT NO. 1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION CAPITAL CORPORATION (Name of Subject Company) ROYAL & SUN ALLIANCE INSURANCE GROUP PLC ROYAL GROUP, INC. NTG ACQUISITION CORP. (Bidders) Common Stock, Par Value $1.00 Per Share (Title of Class) 686268-10-3 (CUSIP Number of Class of Securities) ________________________________ Joyce Wheeler, Esq. Royal Group, Inc. 9300 Arrowpoint Boulevard Charlotte, North Carolina 28273-8135 Telephone: (704) 522-2000, Facsimile: (704) 522-3111 With a copy to: Christopher E. Manno, Esq. Willkie Farr & Gallagher 787 Seventh Avenue, New York, New York 10019-6099 Telephone: (212) 728-8000, Facsimile: (212) 728-8111 ___________ ================================================================================ 14D-1 1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NTG Acquisition Corp. 06-1551933 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 10. TYPE OF REPORTING PERSON CO 2 14D-1 1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Royal Group, Inc. 51-0233196 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668,900 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 2.5% 10. TYPE OF REPORTING PERSON CO 3 14D-1 1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Royal & Sun Alliance Insurance Group plc 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 668,900 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 2.5% 10. TYPE OF REPORTING PERSON CO 4 Royal & Sun Alliance Insurance Group plc, a public limited company organized under the laws of England and Wales ("Royal plc"), NTG Acquisition, a Delaware corporation and an indirect wholly-owned subsidiary of Royal plc ("Purchaser"), and Purchaser's parent, Royal Group, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Royal plc ("Royal US"), hereby amend and supplement their Statement on Schedule 14D-1 ("Schedule 14D-1") filed with the Securities and Exchange Commission (the "Commission") on July 16, 1999, with respect to the Purchaser's offer to purchase 28,763,329 shares of Common Stock, par value $1.00 per share (the "Shares"), of Orion Capital Corporation, a Delaware corporation (the "Company"), and, if applicable, associated Preferred Share Rights (the "Rights"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 16, 1999 (the "Offer to Purchase"), and the related Letters of Transmittal (which together with the Offer to Purchase and the Supplement constitute the "Offer"). ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(f) is hereby amended and supplemented by the following: On August 12, 1999, Royal plc issued a press release announcing that the Offer, the proration period and withdrawal rights have been extended and will now expire at midnight, New York City time, on Friday, September 10, 1999; a copy of such press release is attached hereto as Exhibit (a)(10) and incorporated herein by reference. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(10) Press Release of Royal plc dated August 12, 1999. OFFER TO PURCHASE: Section 12. Plans for the Company; Other Matters The information set forth in the Offer to Purchase, Section 12. "Plans for the Company; Other Matters" is hereby amended and supplemented by adding the following paragraphs after the third paragraph: The Company directly, or through trusts sponsored by the Company, has outstanding: (i) $110,000,000 9 1/8% Senior Notes due September 1, 2002; (ii) $100,000,000 7 1/4% Senior Notes due July 15, 2005; (iii) 125,000,000 7.701% Trust Preferred Securities; and (iv) 125,000,000 8.73% Trust Preferred Securities (collectively, the "Orion Debt"). Following the Effective Time of the Merger, Royal US currently intends for the Orion Debt to remain outstanding. However, Royal US is in the process of evaluating its options with respect to the Orion Debt and may take such action with respect to the Orion Debt as it deems appropriate, including refinancing. 5 The Orion Debt is currently registered under the Exchange Act. Registration under the Exchange Act may be terminated upon application by the Company to the SEC if such securities are not listed on a national securities exchange or quoted on NASDAQ and there are fewer than 300 record holders of such securities. Royal US may seek to cause the Company to make an application for the termination of the registration of the Senior Notes under the Exchange Act after the Effective Time of the Merger. 6 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: August 12, 1999 NTG ACQUISITION CORP. By: /s/ Terry Broderick ----------------------------------- Name: Terry Broderick Title: President ROYAL GROUP, INC. By: /s/ Terry Broderick ------------------------------------ Name: Terry Broderick Title: President ROYAL & SUN ALLIANCE INSURANCE GROUP PLC By: /s/ D.J. Miller ------------------------------------ Name: D.J. Miller Title: Director, Legal & Secretarial 7 INDEX TO EXHIBITS
Exhibit Sequential Page No. - ------- ------------------- (a)(10) Press Release of Royal plc dated August 12, 1999.
8 EX-99.(A)(10) 2 PRESS RELEASE OF ROYAL PLC DATED AUGUST 12, 1999 EXHIBIT 99(A)(10) FOR IMMEDIATE RELEASE: ROYAL & SUN ALLIANCE INSURANCE GROUP plc EXTENDS EXPIRATION DATE OF TENDER OFFER FOR ORION CAPITAL CORPORATION New York, New York, August 12, 1999 - Royal & Sun Alliance Insurance Group plc, London, announced today that it has extended the expiration date of its US$50.00 per share cash tender offer for all the outstanding shares of common stock of Orion Capital Corporation (NYSE:OC), Farmington, CT to 12:00 midnight, New York City time, on Friday, September 10, 1999, unless the tender offer is further extended. The extension has been made in order to permit the parties to obtain insurance regulatory approvals. Royal & Sun Alliance has made the initial filings with the applicable insurance regulatory authorities and has received verbal notification that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been terminated. As of the close of business on August 11, 1999, approximately 5,123,805 million shares of common stock of Orion had been validly tendered and not withdrawn pursuant to the tender offer. Citibank N.A. is depositary for the tender offer, MacKenzie Partners, Inc. is the information agent, and Salomon Smith Barney, Inc. is the dealer manager. Additional copies of the Offer to Purchase and all other tender offer materials may be obtained from MacKenzie Partners at 1-800-322-2885. Shareholders may also contact their brokers, dealers, commercial banks and trust companies or other nominees for assistance concerning the tender offer. Orion Capital is a leader in the specialty property and casualty insurance business through wholly owned subsidiaries operating in three focused segments: nonstandard personal automobile insurance through OrionAuto, workers compensation through EBI Companies and specialty commercial insurance through Orion Specialty, which includes DPIC Companies. Royal & SunAlliance USA, Inc. is part of Royal & Sun Alliance Insurance Group plc which operates in over 55 countries worldwide and transacts business in over 130 countries. Worldwide net premium income in 1998 was $16 billion with total assets over $100 billion. The company is listed on the London Stock Exchange (RSAL) and has a Level 1 American Depositary Receipt Program (RSANY). For more information about Royal & Sun Alliance or Orion Capital, visit their web sites at www.royalsunalliance.com and www.orioncapital.com. ------------------------ -------------------- CONTACT: MacKenzie Partners, Inc. Mark Harnett, (212) 929-5877. -----END PRIVACY-ENHANCED MESSAGE-----