-----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, DyqNrX7eSwnrOaqwsGLSRTq7nwvdEbFxGDHiYX4Tmx4yAvlgb4qXeOOfHlXtlo1L wTlTqLNK2K/YKgayVE5bIQ== 0000950172-96-000578.txt : 19960926 0000950172-96-000578.hdr.sgml : 19960926 ACCESSION NUMBER: 0000950172-96-000578 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960911 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960925 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07801 FILM NUMBER: 96634280 BUSINESS ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020-2302 BUSINESS PHONE: 212-332-8080 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 11, 1996 ORION CAPITAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-7801 95-6069054 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification incorporation) Number) 600 Fifth Avenue, New York, NY 10020-2302 (Address of principal executive offices) (Zip Code) (212) 332-8080 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Item 5. Other Events. On September 11, 1996, the Board of Directors of Orion Capital Corporation (the "Company") approved the re- demption, at the close of business on September 16, 1996 (the "Redemption Date"), of the rights (the "Original Rights") issued pursuant to the Rights Agreement, dated as of March 15, 1989, between the Company and the Rights Agent thereunder (the "1989 Rights Agreement"), at a price of $.01 for each Original Right, payable on October 1, 1996 to holders of record on the Redemption Date. A notice of redemption will be mailed to all shareholders of record. The Board of Directors also approved the adoption of a new shareholder rights plan. The new plan, like the 1989 Rights Agreement, is intended to promote continuity and stability, deter coercive or partial offers which will not provide fair value to all shareholders and enhance the Board's ability to represent all shareholders and thereby maximize shareholder values. Pursuant to the new Rights Agreement between the Company and ChaseMellon Shareholder Services L.L.C., as Rights Agent (the "1996 Rights Agreement"), one right ("Right") will be issued for each share of common stock, par value $1.00 per share, of the Company outstanding as of the close of business on September 16, 1996. Each of the new Rights will entitle the registered holder to purchase from the Company one two-hundredth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share, at a price of $200 per one two-hundredth of a share. The Rights generally will not become exercisable unless and until, among other things, any person acquires 15% or more of the out- standing stock. The new Rights are generally redeemable at $.01 per Right at any time until 10 days following a public announcement that a 15% or greater position in the Company's common stock has been acquired and will expire, unless earli- er redeemed or exchanged, on September 11, 2006. A description of the new Rights is set forth in Exhibit C to the 1996 Rights Agreement. A copy of the Rights Agreement is also filed herewith and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 4 Rights Agreement, dated as of September 11, 1996, between Orion Capital Corpora- tion and ChaseMellon Shareholder Services L.L.C., which includes as Exhibit A thereto, the Form of Rights Certificate (incorporated by reference to the Registrant's Form 8-A dated September 20, 1996). 99 Press Release issued on September 11, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ORION CAPITAL CORPORATION (Registrant) BY: /s/ Michael P. Maloney _____________________ Michael P. Maloney Vice President Dated: September 25, 1996 INDEX TO EXHIBITS Exhibit No. Description Page 4 Rights Agreement, dated as of Sep- tember 11, 1996, between Orion Capital Corporation and ChaseMellon Shareholder Services L.L.C., which includes as Exhibit A thereto, the Form of Rights Cer- tificate (incorporated by refer- ence to the Registrant's Form 8-A dated September 20, 1996). 99 Press Release issued on September 11, 1996 EX-99 2 PRESS RELEASE From: Vincent T. Papa Dawn W. Dover Orion Capital Corporation Kekst & Company (212) 332-8080 437 Madison Avenue Jeanne Hotchkiss New York, New York 10022 (203) 674-6754 (212) 593-2655 FOR IMMEDIATE RELEASE ORION CAPITAL CORPORATION UPDATES STOCKHOLDER RIGHTS PROTECTIONS ------------------------------------- New York, New York (September 11, 1996) To assure that the best interest of all of its stockholders are fully protected, the Orion Capital Board of Directors (NYSE:OC) today adopted a new Stockholder Rights Plan for the Company, replacing the Company's original Stockholder Rights Plan adopted in 1989. The new Plan is designed to maintain the effectiveness of the Company's stockholder rights protections in light of the significant rise in the Company's stock price since the original Plan was enacted. Like the original Plan, the new Rights Plan is designed, among other things, to encourage potential acquirers of the company to negotiate with the Board of Directors so as to enhance the Board's ability to achieve the best possible value for all Orion Capital stockholders. The new Rights Plan helps to put Orion Capital and its stockholders in a position to achieve this by deterring coercive takeover tactics and impeding a change of control of the Company without a full and fair price being offered to all of Orion Capital's stockholders. Orion Capital said that the new Plan has been put in place because, since the adoption of the original Plan six years ago, Orion Capital's stock price has risen nearly 300% and now trades in a range approximating the exercise price under the original Rights Plan. Pursuant to the new plan, Rights will be distributed as a dividend at the rate of one Right for each share of common stock, par value $0.01 per share, held by stockholders of record as of the close of business on September 16, 1996. Each Right initially will entitle stockholders to buy one unit of a share of preferred stock for $200. The Rights will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15% or more of the Company's common stock. The Company will generally be entitled to redeem the Rights at $0.01 per Right at any time until 10 days following a public announcement that a 15% or greater position in the Company's common stock has been acquired. The Rights will expire on September 11, 2006. In connection with the adoption of the new Plan, the Board approved the redemption of the outstanding Rights issued pursuant to the Company's original Rights Plan adopted in 1989. Holders of record of common stock at the close of business on September 16, 1996 will receive $.01 for each right being redeemed. As a result of stock splits effected since the adoption of the original Rights Plan, this redemption price translates to $.0064 per share of common stock outstanding as of the date noted above. Stockholders of record on the Redemption Date can expect to receive this payment on or about October 1, 1996 together with the Company's next quarterly dividend. The redemption payment generally will be treated as a dividend for tax purposes. A copy of the new Stockholder Rights Plan is being filed with the Securities and Exchange Commission. 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, SecurityRe Companies and Wm. H. McGee & Co., Inc., as well as through a more than 80% ownership interest in Guaranty National Corporation. -----END PRIVACY-ENHANCED MESSAGE-----