SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
Amendment No. 5
Guaranty National Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of class of securities)
401192109
(CUSIP Number)
Michael P. Maloney, Esq.
Senior Vice President, General Counsel and Secretary
Orion Capital Corporation
9 Farm Springs Road
Farmington, CT 06032
(860) 674-6600
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(Name, address and telephone number of person authorized to
receive notices and communications)
Copies of all notices and communications should be sent to:
John J. McCann, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York l0112
December 9, 1997
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(Date of event which requires filing of this statement)
If filing person has previously filed a statement on Schedule l3G
to report the acquisition which is the subject of this statement
and is filing this statement because of Rule l3d-l(b) (3) or (4),
check the following:[x]
Check the following box if a fee is being paid with this statement:
[]
(Continued on following pages)
Exhibit Index Appears on Page 10
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CUSIP No.401192109
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1) Names of Reporting Persons (a) Orion Capital Corporation
S.S. of IRS Identification IRS No. 95-6069054
Nos of Above Persons (b) The Connecticut Indemnity
Company
IRS No. 06-0303520
(c) Connecticut Specialty
Insurance Company
IRS No. 06-1121822
(d) Design Professionals
Insurance Company
IRS No. 94-2319176
(e) Employee Benefits
Insurance Company
IRS No. 95-1613489
(f) EBI Indemnity Company
IRS No. 06-1008792
(g) The Fire and Casualty
Insurance Company of
Connecticut
IRS No. 06-0640218
(h) Security Insurance
Company of Hartford
IRS No. 06-052957
(i) SecurityRe, Inc.
IRS No. 06-1008789
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2) Check the Appropriate Box if a (a)
Member of a Group (b) X
(See Instructions) (c) X
(d) X
(e) X
(f) X
(g) X
(h) X
(i) X
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3) SEC use Only
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4) Source of Funds (a) WC
(See Instructions) (b) WC
(c) WC
(d) WC
(e) WC
(f) WC
(g) WC
(h) WC
(i) WC
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5) Check if Disclosure of Legal
Proceedings are Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of (a) Delaware
Organization (b) Connecticut
(c) Connecticut
(d) Connecticut
(e) Connecticut
(f) Connecticut
(g) Connecticut
(h) Connecticut
(i) Connecticut
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(7) Sole Voting
Number Power 15,014,468
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive 15,014,468
Each Reporting Power
Person With (10) Shared Dispositive
Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 15,014,468
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12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(See instructions)
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13) Percent of Class Represented
by Amount in Row (11) 99.4%
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14) Type of Reporting Person (a) CO, HC
(See Instructions) (b) CO, IC
(c) CO, IC
(d) CO, IC
(e) CO, IC
(f) CO, IC
(g) CO, IC
(h) CO, IC
(i) CO
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Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, $1.00 par
value (the "Common Stock"), of Guaranty National Corporation ("GNC"
or the "Company"). The principal executive offices of GNC are
located at 9800 South Meridian Boulevard, Englewood, Colorado 80112.
Item 2. Identity and Background.
------------------------
This statement is filed by Orion Capital Corporation
("Orion or the Parent"), a Delaware corporation with its principal
executive offices at 9 Farm Springs Road, Farmington, Connecticut
06032, and eight of Orion's subsidiaries, each of which is a
corporation organized under the laws of the state of Connecticut:
The Connecticut Indemnity Company ("CI"); Connecticut Specialty
Insurance Company ("CSIC"); Design Professionals Insurance Company
("DPIC"); Employee Benefits Insurance Company ("EBIC"); EBI
Indemnity Company ("EIC"); The Fire and Casualty Insurance Company
of Connecticut ("F&C"); Security Insurance Company of Hartford
("SICH"); and SecurityRe, Inc. ("SRI"). The principal offices of
CI, CSIC, DPIC, EBIC, EIC, F&C, SICH, and SRI are located at 9 Farm
Springs Drive, Farmington, Connecticut 06032. Orion owns, directly
or indirectly, all of the outstanding capital stock of each of CSIC,
DPIC, EBIC, EIC, F&C, SICH, and SRI (collectively, the
"Subsidiaries"). Further, GNC Transition Corp, a Colorado
corporation has been formed in connection with the merger of GNC.
See Items 4 and 5.
This statement amends Items 1, 2, 4, 5 and 7 of the
Schedule 13D dated May 8, 1996 as previously amended by Amendment
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No. 1, dated July 2, 1996, (which supplemented and modified the
information contained in Amendment No. 2 to the Schedule 13G dated
February 5, 1996 and filed in paper format by Orion and the
Subsidiaries with respect to GNC's Common Stock) and amended by
Amendment No. 2, dated September 18, 1997, and Amendment No. 3,
dated November 3, 1997 and Amendment No. 4, dated November 5, 1997
by adding to such items the information contained herein.
Item 4. Purpose of Transaction.
-----------------------
Orion announced that its tender offer to purchase all
outstanding shares of the common stock of GNC for $36 per share was
successfully completed with 97.1% of the GNC shares not held by
Orion or its its subsidiaries having been validly tendered. The
tender offer, which expired at 12:00 midnight, New York time on
December 5, 1997, was made pursuant to an agreement entered into by
Orion and GNC and will be followed by the merger of GNC with a
wholly-owned subsidiary of Orion.
Based on its preliminary tabulation, the Depositary for the
Offer has informed Orion that 2,884,526 shares of GNC were tendered
and not withdrawn pursuant to the Offer (including 129,223 shares
tendered by means of notices of guaranteed delivery). Orion has
accepted the shares tendered for payment which together with the
12,129,942 shares currently owned by certain of Orion's wholly-owned
subsidiaries represents approximately 99.4% of the shares of GNC
outstanding. Only 85,653 shares of GNC were not tendered.
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The remaining shareholders of GNC will receive, pursuant
to the terms of the Merger Agreement, $36 per share in cash upon
delivery of their shares of GNC common stock. The merger is
expected to close on or about December 16, 1997. The information
set forth in the press release, dated December 8, 1997 of Orion
attached hereto as Exhibit 1, is incorporated herein by reference.
Item 5. Interest in Securities of Issuer.
--------------------------------
According to GNC, there were 15,100,121 shares of GNC
Common Stock outstanding as of December 8, 1997. Orion and its
Subsidiaries own, in the aggregate 15,014,468 shares of GNC Common
Stock as follows:
Company No. of Shares Purchased
---------- -----------------------
Orion 4,029,526
CI 1,381,168
CSIC 215,154
DPIC 317,115
EBIC 618,612
EIC 630,379
F&C 637,998
SICH 7,116,802
SRI 67,714
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15,014,468
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Orion may continue to be deemed the beneficial owner of all shares
of GNC Common Stock owned by the Subsidiaries. In connection with
the merger, Orion and its Subsidiaries have contributed their
respective shares of GNC Common Stock to GNC Transition Corp, a
corporation wholly-owned by Orion and its Subsidiaries.
Except as previously reported, or to the extent that the
officers and directors of Orion and the Subsidiaries may be deemed
to "beneficially own" shares of GNC Common Stock by reason of their
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voting power or investment power with respect to the shares owned
by Orion and their Subsidiaries, no officer or director of Orion nor
any of the Subsidiaries beneficially owns, or has the right to
acquire, directly or indirectly, any shares of GNC Common Stock or
has effected any transaction in shares of GNC Common Stock since
July 1, 1997.
Item 7. Materials to be filed as Exhibits
------------------------------------.
Exhibit 1 - Form of Press Release
of Orion dated December 8, 1997
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Signatures
-----------
After reasonable 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.
ORION CAPITAL CORPORATION
By:/s/ Michael P. Maloney
------------------------------
Senior Vice President,
General Counsel and Secretary
THE CONNECTICUT INDEMNITY COMPANY
CONNECTICUT SPECIALTY INSURANCE COMPANY
DESIGN PROFESSIONALS INSURANCE COMPANY
EMPLOYEE BENEFITS INSURANCE COMPANY
EBI INDEMNITY COMPANY
THE FIRE AND CASUALTY INSURANCE COMPANY
OF CONNECTICUT
SECURITY INSURANCE COMPANY OF HARTFORD
SECURITYRE, INC.
By:/s/ Michael P. Maloney
----------------------------
Senior Vice President,
General Counsel and
Assistant Secretary
Dated: December 9, 1997
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EXHIBIT INDEX
Exhibit 1 Form of Press Release dated
December 8, 1997
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EXHIBIT 1
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) 521-4817
FOR IMMEDIATE RELEASE
ORION CAPITAL CORPORATION TENDER OFFER
FOR GUARANTY NATIONAL SHARES COMPLETED
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Farmington, CT (December 8, 1997) -- Orion Capital Corporation
(NYSE: OC) today announced that its tender offer to purchase all
outstanding shares of common stock of Guaranty National Corporation
(NYSE: GNC) for $36 per share was successfully completed with 97.1%
of the Guaranty National shares not held by Orion or its
subsidiaries having been validly tendered. The tender offer, which
expired at 12:00 midnight, New York time on December 5, 1997, was
made pursuant to an agreement entered into by Orion and Guaranty
National and will be followed by the merger of Guaranty with a
wholly-owned subsidiary of Orion.
Based on its preliminary tabulation, the Depositary for the Offer
has informed Orion that 2,884,526 shares of Guaranty National
Corporation were tendered and not withdrawn pursuant to the Offer
(including 129,223 shares tendered by means of notices of
guaranteed delivery). Orion has accepted the shares tendered for
payment, which together with the 12,129,942 shares currently owned
by certain of Orion's wholly-owned subsidiaries, represents
approximately 99.4% of the shares of Guaranty National Corporation
outstanding. Only 85,653 shares of Guaranty National Corporation
were not tendered.
The remaining shareholders of Guaranty National Corporation will
receive, pursuant to the terms of the Merger Agreement, $36 per
share in cash upon delivery of their shares of Guaranty National
common stock. The merger is expected to close on or about
December 16, 1997.
<PAGE>
Orion Capital Tender Offer for Guaranty National Completed
W. Marston Becker, Orion Chairman and CEO, stated, "In the growing
and attractive nonstandard automobile market, Guaranty National has
a solid presence, excellent management, and extremely well-
positioned product portfolio and outstanding prospects. This
merger will provide Guaranty with additional financing options to
continue its expansion in this rapidly consolidating arena. Orion,
in turn, will benefit from the financial performance that derives
from a growing and well-run operation."
"Orion and Guaranty National have enjoyed a mutually rewarding
relationship for more than a dozen years. We expect that this new
chapter in our association will benefit our customers, agents,
employees and shareholders for years to come," Mr. Becker added.
Guaranty National is a Colorado-based property and casualty
insurance holding company with operating subsidiaries that write
private passenger automobile insurance, as well as specialty
commercial automobile, collateral protection and other commercial
coverages. The Company is a leading provider of nonstandard
personal automobile insurance written through independent agents.
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 and Wm. H. McGee & Co., Inc., as well as through
its ownership interest in Guaranty National Corporation.
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