SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
(FINAL AMENDMENT)
TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Guaranty National Corporation
------------------------------
(Name of Issuer)
Orion Capital Corporation
The Connecticut Indemnity Company
Connecticut Specialty Insurance Company
Design Professionals Insurance Company
EBI Indemnity Company
Employee Benefits Insurance Company
The Fire and Casualty Insurance Company of Connecticut
Security Insurance Company of Hartford
---------------------------------------
(Name of Person (s) Filing Statement)
Common Stock, par value $1.00 per share
----------------------------------------
(Title of Class of Securities)
401192109
--------------------------------------
(CUSIP Number of Class of Securities)
Michael P. Maloney, Esq.
Vice President and General Counsel
ORION CAPITAL CORPORATION
600 Fifth Avenue
New York, New York 10020-2302
(212) 332-8080
- ------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
John J. McCann, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3000
<PAGE>
This Statement is filed by Orion Capital Corporation
("Orion") and the following of its wholly-owned subsidiaries:
The Connecticut Indemnity Company, Connecticut Specialty
Insurance Company, Design Professionals Insurance Company, EBI
Indemnity Company, Employee Benefits Insurance Company, The
Fire and Casualty Insurance Company of Connecticut and
Security Insurance Company of Hartford (collectively with
Orion, the "Purchasers") relating to the tender offer of the
Purchasers to purchase up to 4,600,000 shares of common stock,
par value $1.00 per share (the "Shares"), of Guaranty National
Corporation, a Colorado corporation (the "Company"). This
Statement is the final amendment to the Schedule 13E-3 of the
Purchasers, dated May 8, 1996 previously amended by Amendment
No. 1 dated May 23, 1996, by Amendment No. 2 dated June 4,
1996, by Amendment No. 3 dated June 11, 1996, by Amendment No.
4 dated June 18, 1996 and by Amendment No. 5 dated July 2,
1996 (as heretofore and hereby amended, the "Schedule 13E-3"),
by incorporating by reference herein the information set forth
in the press release dated July 9, 1996 of Orion attached as
Exhibit (d)(16) hereto. This Statement also amends Items 10,
16 and 17 of the Schedule 13E-3 by adding the information set
forth below. Except as otherwise indicated herein, the
Schedule 13E-3 remains unchanged in all respects. Capitalized
terms not otherwise defined herein are defined as set forth in
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<PAGE>
the Schedule 13E-3 or in the Offer to Purchase, dated May 8,
1996 as supplemented by the Supplement to the Offer to
Purchase dated June 4, 1996 (the "Offer to Purchase").
Item 10. Interest in Securities of the Issuer
----------------------------------------
The information set forth in Item 10 of the Schedule
13E-3 is hereby supplemented by incorporating herein by
reference the information set forth in Item 6 of Amendment No.
6 (Final Amendment) to the Schedule 14D-1 of the Purchasers
dated July 9, 1996 attached hereto as Exhibit (g)(6)
("Amendment No. 6 (Final Amendment) to the Schedule 14D-1").
The information set forth in the press release dated July 9,
1996 of Orion attached hereto as Exhibit (d)(16) is hereby
incorporated herein by reference.
Item 16. Additional Informatiion
------------------------
The information set forth in Item 16 of the Schedule
13E-3 is hereby supplemented by incorporating herein by
reference the information set forth in Item 10 of Amendment
No. 6 (Final Amendment) to the Schedule 14D-1.
Whether or not otherwise specifically referenced in
response to the Items of this Statement, the information
contained in the press release dated July 9, 1996 of Orion
attached hereto as Exhibit (d)(16) is incorporated herein by
reference.
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Item 17. Material to be Filed as Exhibits
---------------------------------
(d)(16) Press Release dated July 9, 1996 of Orion
Capital Corporation
(g)(6) Amendment No. 6 (Final Amendment) dated July 9,
1996 to the Tender Offer Statement on Schedule
14D-1 of Orion Capital Corporation, The
Connecticut Indemnity Company, Connecticut
Specialty Insurance Company, Design
Professionals Insurance Company, EBI Indemnity
Company, Employee Benefits Insurance Company,
The Fire and Casualty Insurance Company of
Connecticut and Security Insurance Company of
Hartford.
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<PAGE>
SIGNATURE
After due 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.
Dated: July 9, 1996
ORION CAPITAL CORPORATION
By /s/ Michael P. Maloney
--------------------------
Vice President, General
Counsel and Secretary
THE CONNECTICUT INDEMNITY COMPANY
CONNECTICUT SPECIALTY INSURANCE COMPANY
DESIGN PROFESSIONALS INSURANCE COMPANY
EBI INDEMNITY COMPANY
EMPLOYEE BENEFITS INSURANCE COMPANY
THE FIRE AND CASUALTY INSURANCE COMPANY
OF CONNECTICUT
SECURITY INSURANCE COMPANY OF HARTFORD
By /s/ Michael P. Maloney
---------------------------
Senior Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- ------------
(d)(16) Press Release dated July 9, 1996
of Orion Capital Corporation
(g)(6) Amendment No. 6 (Final Amendment) dated
July 9, 1996 to the Tender Offer
Statement on Schedule 14D-1 of Orion
Capital Corporation, The Connecticut
Indemnity Company, Connecticut
Specialty Insurance Company, Design
Professionals Insurance Company, EBI
Indemnity Company, Employee Benefits
Insurance Company, The Fire and Casualty
Insurance Company of Connecticut and
Security Insurance Company of Hartford.
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Exhibit (d)(16)
From: Vincent T. Papa Dawn Dover
(212) 332-8080 Robert Siegfried
Jeanne Hotchkiss Kekst and Company
(860) 674-6754 (212) 593-2655
FOR IMMEDIATE RELEASE
ORION CAPITAL SUCCESSFULLY CONSUMMATES CASH TENDER OFFER
FOR GUARANTY NATIONAL SHARES
SETTLES RELATED LAW SUITS
New York, New York, July 9, 1996 -- Orion Capital Corporation
(NYSE: OC) today announced that it has purchased the 4,600,000
shares of Guaranty National Corporation (NYSE: GNC) Common Stock
for which it tendered. The tender offer expired at 12:00 midnight,
New York City time on July 1, 1996.
Based on its final tabulation, the Depositary for the Offer has
informed Orion that 6,774,515 shares of Guaranty National
Corporation were tendered and not withdrawn pursuant to the Offer
(including 2,369,030 shares tendered by means of notices of
guaranteed delivery which did not fail). The proration factor used
was .67901168. The 4,600,000 shares, together with the 7,409,942
shares previously owned by certain of Orion's wholly-owned
subsidiaries, represent approximately 80.3% of the shares of
Guaranty National Corporation currently outstanding. Payment for
shares accepted pursuant to the Offer will commence on July 9,
1996.
An Orion spokesperson also announced that on July 2, 1996, Orion,
on behalf of the Purchasers (Orion and certain of its wholly-owned
subsidiaries) and Guaranty National, signed a Memorandum of
Understanding with respect to the settlement and dismissal of the
three law suits which were brought as a result of the tender. The
plaintiffs would, under the terms of the Memorandum of
Understanding, terminate all pending litigation on behalf of the
entire purported class of allegedly affected stockholders of
Guaranty National, based on the revisions which Purchasers made in
the terms of the Offer to Purchase.
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 its interest in Guaranty National Corporation.
###
Exhibit (g)(6)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
(FINAL AMENDMENT)
TO
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Guaranty National Corporation
------------------------------
(Name of Subject Company)
Orion Capital Corporation
The Connecticut Indemnity Company
Connecticut Specialty Insurance Company
Design Professionals Insurance Company
EBI Indemnity Company
Employee Benefits Insurance Company
The Fire and Casualty Insurance Company of Connecticut
Security Insurance Company of Hartford
---------------------------------------
(Bidder)
Common Stock, par value $1.00 per share
----------------------------------------
(Title of Class of Securities)
401192109
--------------------------------------
(CUSIP Number of Class of Securities)
Michael P. Maloney, Esq.
Vice President and General Counsel
ORION CAPITAL CORPORATION
600 Fifth Avenue
New York, New York 10020-2302
(212) 332-8080
- ------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
John J. McCann, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3000
<PAGE>
This Statement is filed by Orion Capital Corporation
("Orion") and the following of its wholly-owned subsidiaries:
The Connecticut Indemnity Company, Connecticut Specialty
Insurance Company, Design Professionals Insurance Company, EBI
Indemnity Company, Employee Benefits Insurance Company, The
Fire and Casualty Insurance Company of Connecticut and
Security Insurance Company of Hartford (collectively with
Orion, the "Purchasers") relating to the tender offer of the
Purchasers to purchase up to 4,600,000 shares of common stock,
par value $1.00 per share (the "Shares"), of Guaranty National
Corporation, a Colorado corporation (the "Company"). This
Statement is the final amendment to the Schedule 14D-1 of the
Purchasers, dated May 8, 1996 previously amended by Amendment
No. 1 dated May 23, 1996, by Amendment No. 2 dated June 4,
1996, by Amendment No. 3 dated June 11, 1996, by Amendment No.
4 dated June 18, 1996 and by Amendment No. 5 dated July 2,
1996 (as heretofore and hereby amended, the "Schedule 14D-1"),
by incorporating by reference herein the information set forth
in the press release dated July 9, 1996 of Orion attached as
Exhibit (a)(16) hereto. This Statement also amends Items 6
and 11 of the Schedule 14D-1 by adding the information set
forth below. Except as otherwise indicated herein, the
Schedule 14D-1 remains unchanged in all respects. Capitalized
terms not otherwise defined herein are defined as set forth in
- 2 -
<PAGE>
the Schedule 14D-1 or in the Offer to Purchase of the
Purchasers, dated May 8, 1996 as supplemented by the
Supplement to the Offer to Purchase dated June 4, 1996 (the
"Offer to Purchase").
Item 6. Interest in Securities of the Subject Company
----------------------------------------------
Purchasers have purchased exactly 4,600,000 Shares.
Based on its final tabulation, State Street Bank and Trust
Company, the depositary for the Offer, has informed the
Purchasers that 6,774,515 Shares were validly tendered and not
withdrawn pursuant to the Offer (including 2,369,030 Shares
tendered by means of notices of guaranteed delivery). The
reduction in the number of Shares validly tendered from that
previously reported is a result of the failure to deliver
265,316 Shares that had been tendered by means of notice of
guaranteed delivery.
On July 2, 1996, effective as of 12:01 a.m.,
Purchasers accepted for payment, on a pro rata basis,
4,600,000 of the Shares validly tendered and not withdrawn
prior to the expiration of the Offer, which, together with the
7,409,942 Shares currently owned by Purchasers, represent
approximately 80.3% of the Shares currently outstanding. The
final proration factor utilized was .67901168. Payment for
Shares accepted pursuant to the Offer will commence on July 9,
1996. The information set forth in the press release dated
July 9, 1996 of Orion is attached hereto as Exhibit (a)(16).
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<PAGE>
Item 10. Additional Information
------------------------
Whether or not otherwise specifically referenced in
response to the Items of this Statement, the information
contained in the press release dated July 9, 1996 of Orion
attached hereto as Exhibit (a)(16) is incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits
---------------------------------
(a) (16) Press Release dated July 9, 1996
of Orion Capital Corporation
- 4 -
<PAGE>
SIGNATURE
After due 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.
Dated: July 9, 1996
ORION CAPITAL CORPORATION
By /s/ Michael P. Maloney
--------------------------
Vice President, General
Counsel and Secretary
THE CONNECTICUT INDEMNITY COMPANY
CONNECTICUT SPECIALTY INSURANCE COMPANY
DESIGN PROFESSIONALS INSURANCE COMPANY
EBI INDEMNITY COMPANY
EMPLOYEE BENEFITS INSURANCE COMPANY
THE FIRE AND CASUALTY INSURANCE COMPANY
OF CONNECTICUT
SECURITY INSURANCE COMPANY OF HARTFORD
By /s/ Michael P. Maloney
---------------------------
Senior Vice President
- 5 -
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- ------------
(a)(16) Press Release dated July 9, 1996
of Orion Capital Corporation
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