SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Guaranty National Corporation
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(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
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(Bidder)
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 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 14D-1 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 14D-1"), by
incorporating by reference herein the information set forth in
the press release dated June 11, 1996 of Orion attached as
Exhibit (a)(12) hereto.
Item 11. Material to be Filed as Exhibits
---------------------------------
(a) (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
---------------------------
Senior Vice President
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<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- ------------
(a)(12) Press Release dated June 11, 1996
of Orion Capital Corporation
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Exhibit (a)(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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