-----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, NmVnRCKLEC3RecCB1MljLJfUVp6E/gRyVxPvTqOGgr8iWgv81/+DnIgU1Sw2/30M +ZRDCYATkTHyBMQvQs76Sw== 0000940180-99-001318.txt : 19991109 0000940180-99-001318.hdr.sgml : 19991109 ACCESSION NUMBER: 0000940180-99-001318 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991108 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: 99743595 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 AMENDMENT NO. 6 TO SCHEDULE 14D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 14D-1 Amendment No. 6 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 ------------ ================================================================================ 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 filed with the Securities and Exchange Commission (the "Commission") on July 16, 1999, as amended by Amendment No. 1 filed on August 12, 1999, Amendment No. 2 filed on September 10, 1999, Amendment No. 3 filed on September 27, 1999, Amendment No. 4 filed on October 18, 1999 and Amendment No. 5 filed on November 5, 1999 ("Schedule 14D-1"), 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"). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 14D-1. ITEM 10. ADDITIONAL INFORMATION. The information set forth in Item 10(c) is hereby amended and supplemented by the following: Approval notification from insurance regulatory bodies in California, Colorado, Connecticut, Oklahoma, Oregon, North Carolina, South Carolina and Texas has been received. The information set forth in Item 10(f) is hereby amended and supplemented by the following: On November 8, 1999, Royal plc issued a press release announcing that it had received all insurance regulatory approvals, the receipt of which are conditions to the consummation of the Offer; a copy of such press release is attached hereto as Exhibit (a)(15) and incorporated herein by reference. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(15) Press Release of Royal plc dated November 8, 1999. 2 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: November 8, 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/ Jan Miller ---------------- Name: Jan Miller Title: Director, Financial Control and Group Company Secretary 3 INDEX TO EXHIBITS Exhibit Sequential Page No. - ------- ------------------- (a)(15) Press Release of Royal plc dated November 8, 1999. 4 EX-99.(A)(15) 2 PRESS RELEASE OF ROYAL PLC - 11/08/1999 FOR IMMEDIATE RELEASE: ROYAL & SUNALLIANCE INSURANCE GROUP plc ANNOUNCES RECEIPT OF ALL INSURANCE REGULATORY APPROVALS -- EXPECTS TO CONSUMMATE TENDER OFFER ON NOVEMBER 12, 1999 New York, New York, November 8, 1999 -- Royal & Sun Alliance Insurance Group plc, London, announced today that it has received all insurance regulatory approvals, the receipt of which are conditions to the consummation 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. Royal & Sun Alliance reported that is has received approval from the Connecticut Department of Insurance, which in combination with approvals previously received from California, Colorado, North Carolina, Oklahoma, Oregon, South Carolina and Texas completes the approval process for the pending transaction. Royal & Sun Alliance also announced that it expects to consummate the tender offer when it expires at 4:30 p.m., New York City time, on Friday, November 12, 1999. No assurance can be given, however, that such consummation will take place or that the tender offer will not be further extended. Citibank N.A. is depository 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 (RSA.L) and has a Level 1 American Depository Receipt Program (RSANY). For more information about Royal & SunAlliance 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-----