SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Guaranty National Corporation
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(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
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(Name of Person (s) Filing Statement)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
401192109
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(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
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(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 insurance
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 further amends
the Schedule 13E-3 of the Purchasers, dated May 8, 1996
previously amended by Amendment No. 1 dated May 23, 1996 and
by Amendment No. 2 dated June 4, 1996 (as heretofore and
hereby amended, the "Schedule 13E-3"), by incorporating by
reference herein the information set forth in the press
release dated June 11, 1996 of Orion attached as Exhibit
(d)(12) hereto.
Item 17. Material to be Filed as Exhibits
---------------------------------
(d)(12) Press Release dated June 11, 1996 of Orion
Capital Corporation
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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: June 11, 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
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Senior Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- ------------
(d)(12) Press Release dated June 11, 1996
of Orion Capital Corporation
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Exhibit (d)(12)
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 EXTENDS CASH TENDER OFFER TO JUNE 19, 1996
FOR GUARANTY NATIONAL SHARES
New York, New York, June 11, 1996 -- Orion Capital Corporation
(NYSE: OC), today announced the extension to June 19, 1996 of the
Offer to Purchase by Orion and certain of its subsidiaries of up to
4,600,000 shares of Guaranty National Corporation common stock
(NYSE: GNC) for cash of $17.50 per share. Subject to the terms and
conditions of the Offer, any and all shares validly tendered will
be accepted, subject to proration if more than 4,600,000 shares of
common stock are validly tendered
Orion also stated that through the close of business on June 7,
1996, 2,974,117 shares of Guaranty's Common Stock have been
tendered pursuant to the Offer.
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 49.5% ownership interest in Guaranty
National Corporation.
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