SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
Schedule 13E-3
(Final Amendment)
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities
Exchange Act of 1934 and Rule 13e-3 (Section
240.13e-3) thereunder)
Guaranty National Corporation
(Name of the Issuer)
Orion Capital Corporation and Guaranty National Corporation
(Name of Persons 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. Michael L. Pautler
Orion Capital Corporation Guaranty National Corporation
9 Farm Springs Road 9800 South Meridian Boulevard
Farmington, Connecticut 06032 Englewood, Colorado 80112
(860) 674-6600 (303) 754-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf
of Person(s) Filing Statement)
Copy to:
John J. McCann, Esq. Hardin Holmes, Esq.
Donovan Leisure Newton & Irvine LLP Ireland, Stapleton, Pryor & Pascoe, P.C.
30 Rockefeller Plaza 1675 Broadway, 26th Floor
New York, New York 10112 Denver, Colorado 80202
(212) 632-3000 (303) 623-2700
<PAGE>
INTRODUCTION
This Amendment No. 5 further amends and supplements the Rule 13E-3
Transaction Statement of Orion Capital Corporation, a Delaware corporation
("Orion"), and Guaranty National Corporation, a Colorado corporation, filed by
Orion on November 5, 1997, as previously amended and supplemented by Amendment
No. 1 dated November 25, 1997, Amendment No. 2 dated December 1, 1997, Amendment
No. 3 dated December 8, 1997 and Amendment No. 4 dated December 9, 1997
(together, the "Schedule 13E-3").
The Schedule 13E-3 relates to the tender offer by Orion to purchase all
outstanding shares of common stock, par value $1.00 per share (including any
associated stock purchase rights) (the "Shares"), of Guaranty for $36.00 per
Share, net to the seller in cash, upon the terms and subject to the conditions
set forth in Orion's Offer to Purchase dated November 5, 1997 (the "Original
Offer to Purchase") as supplemented by the Supplement to the Offer to Purchase
dated December 1, 1997 (together referred to as the "Offer to Purchase") and the
related Letter of Transmittal, which, together with amendments and supplements
thereto, constitute the "Offer." The Offer terminated by its terms on the
Expiration Date, Friday, December 5, 1997, at 12:00 midnight, New York City
time.
The Offer was made pursuant to the Agreement and Plan of Merger dated
October 31, 1997 between Orion and Guaranty, which provides for the merger (the
"Merger") of a wholly-owned subsidiary of Orion with and into Guaranty. The
Merger became effective as of December 16, 1997 and, each Share outstanding
immediately prior to the time when the Merger became effective, other than
Shares as to which dissenter's rights of appraisal shall have been duly asserted
and perfected under the Colorado Business Corporation Act and Shares held by
Orion, its wholly-owned subsidiaries and Guaranty, has been converted into the
right to receive $36.00 in cash per Share, without interest, all as more fully
described in the Offer to Purchase referred to herein.
This Amendment No. 5 to the Transaction Statement is being filed jointly by
Orion and Guaranty. By filing this Schedule 13E-3, neither of the joint
signatories concedes that Rule 13e-3 under the Securities Exchange Act of 1934,
as amended, is applicable to the Offer or the Merger or the other transactions
contemplated by the Agreement and Plan of Merger.
<PAGE>
This Statement amends the Schedule 13E-3 by incorporating by reference
herein the press release dated December 16, 1997 of Orion attached hereto as
Exhibit (d)(15). This Statement also amends Items 10, 11, 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.
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. 4 to the Schedule 14D-1 of Orion dated December 16, 1997
attached hereto as Exhibit (g)(8).
ITEM 11. Contracts, Arrangements or Understandings with
Respect to the Issuer's Securities.
The information set forth in the press release dated December 16, 1997 of
Orion attached hereto as Exhibit (d)(15) is incorporated herein by reference.
ITEM 16. Additional Information.
Whether or not specifically referenced in response to Items of this
Statement, the information contained in the press release dated December 16,
1997, a copy of which is attached hereto as Exhibit (d)(15), is hereby
incorporated herein by reference.
ITEM 17. Material to be Filed as Exhibits.
(d)(15) Press release dated December 16, 1997
(g)(8) Amendment No. 4 to the Tender Offer Statement on Schedule
14D-1 of Orion Capital Corporation dated December 16, 1997
<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: December 16, 1997
ORION CAPITAL CORPORATION
By: /s/ Michael P. Maloney
Name: Michael P. Maloney
Title: Senior Vice President,
General Counsel and
Secretary
<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: December 16, 1997
GUARANTY NATIONAL CORPORATION
By: /s/ Michael L. Pautler
Name: Michael L. Pautler
Title: Senior Vice President -
Finance
<PAGE>
EXHIBIT INDEX
Exhibit Description
(d)(15) Press release of Orion Capital Corporation dated December 16, 1997
(g)(8) Amendment No. 4 to the Tender Offer Statement on Schedule 14D-1 of
Orion Capital Corporation dated December 16, 1997.
From: Jeanne Hotchkiss Dawn W. Dover
Orion Capital Corporation Kekst & Company
9 Farm Springs Road 437 Madison Avenue
Farmington, CT 06032 New York, NY 10022
(860) 674-6754 (212) 593-2655
FOR IMMEDIATE RELEASE
ORION CAPITAL NOTES COMPLETION OF
GUARANTY NATIONAL MERGER
Farmington, CT (December 16, 1997) - Orion Capital Corporation (NYSE:OC)
reported today that the merger between Guaranty National Corporation (previously
NYSE:GNC) and an Orion subsidiary became effective as of December 16, 1997
making Guaranty National a wholly-owned subsidiary of Orion.
Orion successfully completed a tender offer to purchase all outstanding shares
of the common stock of Guaranty National Corporation not held by Orion or its
subsidiaries for $36 per share with over 97% of those shares having been validly
tendered by December 5, 1997. The tender was conducted pursuant to an agreement
entered into between Orion and Guaranty National which called for the merger
after completion of the tender 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, Wm.
H. McGee, and Guaranty National Corporation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
SCHEDULE 14D-1
(FINAL AMENDMENT)
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
(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.
9 Farm Springs Road
Farmington, Connecticut 06032
(860) 674-6600
(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 LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3000
This Statement is filed by Orion Capital Corporation
("Orion"). This Statement relates to the tender offer of Orion to purchase all
outstanding shares of common stock, par value $1.00 per share (including any
associated stock purchase rights) (the "Shares"), of Guaranty National
Corporation, a Colorado corporation ("Guaranty"), for $36.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
Orion's Offer to Purchase dated November 5, 1997 (the "Original Offer to
Purchase"), as supplemented by the Supplement to the Offer to Purchase dated
December 1, 1997 (together referred to as the "Offer to Purchase") and the
related Letter of Transmittal, which together with amendments or supplements
thereto constitute the Offer (the "Offer"). The Offer terminated by its terms
on the Expiration Date, December 5, 1997, at 12:00 midnight, New York City
time.
The Offer was made pursuant to the Agreement and Plan of
Merger dated October 31, 1997 between Orion and Guaranty, which also provides
for the merger (the "Merger") of a wholly-owned subsidiary of Orion with and
into Guaranty. The Merger became effective as of December 16, 1997, and each
Share outstanding immediately prior to the time the Merger became effective,
other than Shares as to which dissenters' rights of appraisal have been duly
and timely asserted and perfected under the Colorado Business Corporation Act,
and Shares held by Orion, its wholly-owned subsidiaries or Guaranty, was
converted into the right to receive $36.00 in cash per Share, without
interest, all as more fully described in the Offer to Purchase referred to
herein.
<PAGE>
This Statement further amends the Schedule 14D-1 by
incorporating herein by reference the press release dated December 16, 1997 of
Orion attached hereto as Exhibit (a)(13). This Statement also amends Items 6,
7, 10 and 11 of the Schedule 14D-1 of Orion dated November 5, 1997 previously
amended by Amendment No. 1 dated December 1, 1997, Amendment No. 2 dated
December 8, 1997 and Amendment No. 3 dated December 9, 1997 (as heretofore and
hereby amended, the "Schedule 14D-1"). Except as otherwise indicated herein,
the Schedule 14D-1 remains unchanged in all respects. Capitalized terms not
defined herein are deemed defined as set forth in the Offer to Purchase, as
previously supplemented, and the Schedule 14D-1.
Item 6. Interest in Securities of the Subject Company.
The information set forth in Item 6 of the Schedule 14D-1 is
hereby supplemented as follows:
Orion has purchased 2,884,526 Shares. Based on its final
tabulation, State Street Bank and Trust Company, the depositary for the Offer,
has informed Orion that 2,884,526 Shares were validly tendered and not
withdrawn pursuant to the Offer (including 129,223 Shares tendered by means of
notices of guaranteed delivery).
On December 6, 1996, effective as of 12:01 a.m., Orion
accepted for payment 2,884,526 Shares validly tendered and not withdrawn prior
to the expiration of the Offer, which, together with the 12,129,942 Shares
then owned by Orion and certain of Orion's wholly-owned subsidiaries,
represented approximately 99.4% of the Shares currently outstanding.
Item 7. Contracts, Arrangements, Understandings or Relationships
with Respect to the Subject Company's Securities.
The information set forth in the press release of Orion dated
December 16, 1997, a copy of which is attached hereto as Exhibit (a)(13), is
incorporated herein by reference.
Item 10. Additional Information.
Whether or not specifically referenced in response to Items of
this Statement, the information contained in the press release dated December
16, 1997, a copy of which is attached hereto as Exhibit (a)(13), is hereby
incorporated herein by reference.
Item 11. Material to be filed as Exhibits
(a)(13) Press release dated December 16, 1997.
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: December 16, 1997
ORION CAPITAL CORPORATION
By: /s/ Michael P. Maloney
Name: Michael P. Maloney
Title: Senior Vice President,
Secretary and
General Counsel
<PAGE>
EXHIBIT INDEX
(a)(13) Press release of Orion dated December 16, 1997.
