SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
Amendment No. 2
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
September 18, 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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<PAGE>
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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 12,129,942
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive 12,129,942
Each Reporting Power
Person With (10) Shared Dispositive
Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 12,129,942
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12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(See instructions)
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<PAGE>
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13) Percent of Class Represented
by Amount in Row (11) 80.65%
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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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<PAGE>
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"). The Subsidiaries, other than SRI, underwrite and
sell most types of property and casualty insurance with an emphasis
on commercial insurance in specialized markets, particularly
workers compensation and professional liability. SRI is engaged in the
management of the run-off operations of the Subsidiaries' assumed
reinsurance business.
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<PAGE>
This statement amends Items 1, 2, 3, 4, 5 and 7 of the
Schedule 13D dated May 8, 1996 as previously amended by Amendment
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) by adding to such
items the information contained herein.
The executive officers and directors of Orion and the
Subsidiaries, together with the present principal occupations and
the name, principal business and address of any corporations or
other organizations in which such principal occupations are
conducted, appear in Annex A hereto.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The aggregate consideration to be delivered to
shareholders of GNC, if the offer to purchase shares being made by Orion is
consummated, will consist of available cash and shares of Orion
Common Stock.
Item 4. Purpose of Transaction.
-----------------------
On September 17, 1997, Orion proposed to the directors of
GNC who are not officers, directors or employees of Orion that
Orion acquire all the outstanding shares of GNC not now owned by Orion
and its wholly-owned subsidiaries through an offer to purchase
followed, if all outstanding shares of GNC are not tendered for purchase, by
a statutory merger between GNC and a wholly-owned subsidiary of
Orion. Each holder of Shares of Common Stock of GNC not presently
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<PAGE>
owned by Orion and its Subsidiaries would receive $34.00 per Share,
to be paid $27.20 in cash and the balance in shares of Orion Common
Stock. The information set forth in the press release dated
September 18, 1997 of Orion attached hereto as Exhibit 1 is
incorporated herein by reference.
The proposal anticipates that if the proposal is accepted
and a merger subsequently consummated, the Certificate of
Incorporation and By Laws of the surviving entity will be in the
form of those of GNC and that the officers and directors of GNC
immediately prior to the merger will serve as officers and
directors of the surviving entity immediately following the merger. The
Shares of GNC would after a merger, no longer qualify to be
registered under the Securities Exchange Act of 1934 or to be
listed for trading on the New York Stock Exchange.
Item 5. Interest in Securities of Issuer.
---------------------------------
According to GNC's quarterly report on Form 10-Q for the
quarter ended June 30, 1997, there were 15,038,433 shares of GNC
Common Stock outstanding as of August 4, 1997. Orion and its
Subsidiaries own, in the aggregate 12,129,942 shares of GNC Common
Stock as follows:
Company No. of Shares Purchased
---------- -----------------------
Orion 1,145,000
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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12,129,942
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<PAGE>
Orion may continue to be deemed the beneficial owner of all shares
of GNC Common Stock owned by the 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
voting power or investment power with respect to the shares owned
by Orion and the Subsidiaries, and except for the 2,450 shares of
GNC Common Stock beneficially owned by W. Marston Becker, Chairman
and Chief Executive Officer of Orion and Chairman of GNC, 321
shares of GNC Common Stock beneficially owned by Robert B. Sanborn, a
Director of Orion and of GNC, 1,605 shares of GNC Common Stock
beneficially owned by William J. Shepherd, a Director of Orion and
of GNC, 1,500 shares of GNC Common Stock beneficially owned by John
R. Thorne, a Director of Orion, 321 shares of GNC Common Stock
beneficially owned by Kevin W. Sullivan, Vice President and
Assistant Chief Investment Officerof Orion and the Subsidiaries,
and 350 shares of GNC Common Stockbeneficially owned by Peter
Vinci, Vice President and Controller ofthe 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 September 18, 1997
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<PAGE>
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: September 18, 1997
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<PAGE>
EXHIBIT INDEX
Exhibit 1 Form of Press Release dated
September 18, 1997
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<PAGE>
ANNEX A
Principal Occupation
Name and Address or Employment
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W. Marston Becker (1--9) Chairman of the Board and
Orion Capital Corporation Chief Executive Officer of
9 Farm Springs Road Orion and each of the
Farmington, CT 06032 Subsidiaries; President of
SICH, CI and F&C
Gordon F. Cheesbrough (1) Chairman and Chief
Scotia Capital Markets Executive Officer,
40 King Street West ScotiaMcLeod, Inc.,
Scotia Plaza, 66th Floor Canadian investment
Toronto, Ontario M5W 2X6 dealers
Canada
Bertram J. Cohn (l) Managing Director, First
437 Madison Avenue, 30th Floor Manhattan Company, invest-
New York, New York, l0022 ment bankers
John C. Colman (l) Private investor and
4 Briar Lane consultant
Glencoe, Illinois 60022
Victoria R. Fash (1) Executive Vice President
Cognizant Corporation and Chief Financial
200 Nyala Farms Road Officer of Cognizant
Westport, Connecticut 06880 Corporation
Robert H. Jeffrey (l) Chairman of the Board,
The Jeffrey Company Jeflion Investment
88 E. Broad Street, Suite l560 Company; Chairman of the
Columbus, Ohio 43215 Board, The Jeffrey Company,
a privately held
investment company which
is the parent of Jeflion
Investment Company
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(l) Director of Orion (5) Director of SICH
(2) Director of CSIC (6) Director of CI
(3) Director of EBIC (7) Director of DPIC
(4) Director of F&C (8) Director of EIC
(9) Director of SRI
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<PAGE>
Principal Occupation
Name and Address or Employment
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Warren R. Lyons (1) Chairman, Avco Financial
Avco Financial Services Services, a financial
600 Anton Boulevard services company and a
Costa Mesa, California 92628 subsidiary of Textron Inc.
James K. McWilliams (l) Proprietor of McWilliams &
2288 Broadway Company and General
San Francisco, California 94115 Partner, Mt. Eden
Vineyards, Inc.
Ronald W. Moore (1) Adjunct Professor of
Morgan Hall Business Administration,
Soldiers Field Harvard University
Boston, Massachusetts 02163
Robert B. Sanborn (1) Senior Executive
87 Farm Lane Consultant to Orion
South Dennis, Massachusetts 02660
William J. Shepherd (l) Private investor
109 Golf Edge
Westfield, New Jersey 07090
John R. Thorne (1) Morgenthaler Professor of
Furnace Run Entrepreneurship, Graduate
Laughlintown, Pennsylvania 15655 School of Industrial
Administration, Carnegie-
Mellon University;
Chairman, The Enterprise
Corporation of Pittsburgh,
a non-profit corporation
encouraging and supporting
entrepreneurial businesses
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(l) Director of Orion
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<PAGE>
Principal Occupation
Name and Address or Employment
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Raymond W. Jacobsen (2--8) President of EIC and EBIC;
EBI Companies Senior Vice President of
500 Park Boulevard Orion, CI, F&C, DPIC and
Itasca, IL 60143 SICH
Daniel L. Barry (2--9) Senior Vice President and
Orion Capital Corporation Chief Financial Officer of
9 Farm Springs Road Orion, CSIC, EBIC, EIC,
Farmington, Connecticut 06032 F&C, DPIC, SICH, SRI and CI
Michael P. Maloney, Esq. (2--9) Senior Vice President,
Orion Capital Corporation General Counsel and
9 Farm Springs Road Secretary of Orion;
Farmington, Connecticut 06032 Senior Vice President,
General Counsel and
Assistant Secretary
of each of the Sub-
sidiaries
William G. McGovern Senior Vice President and
Orion Capital Corporation Chief Actuary of Orion
9 Farm Springs Road and of each of the
Farmington, Connecticut 06032 Subsidiaries, except
for SRI
Vincent T. Papa (2--8) Senior Vice President
Wm. H. McGee & Co., Inc. of Orion and each of the
Two World Trade Center Subsidiaries, except for
New York, New York 10048 SRI
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(2) Director of CSIC (6) Director of CI
(3) Director of EBIC (7) Director of DPIC
(4) Director of F&C (8) Director of EIC
(5) Director of SICH (9) Director of SRI
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<PAGE>
Principal Occupation
Name and Address or Employment
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Raymond J. Schuyler (2--9) Senior Vice President and
Orion Capital Corporation Chief Investment Officer
600 Fifth Avenue of Orion and each of the
New York, New York 10020 Subsidiaries
Lawrence D. Nolen Vice President of CI,
Orion Capital Companies and SRI
312 Farmington Avenue
Farmington, Connecticut 06032
Ralph M. Herrmann Senior Vice President
Orion Capital Companies of CI, EBIC, EIC and F&C
9 Farm Springs Road
Farmington, Connecticut 06032
Eva Golden Vice President of CSIC,
Orion Capital Companies F&C, SICH and CI
9 Farm Springs Road
Farmington, Connecticut 06032
Craig A. Nyman Vice President and
Orion Capital Companies Treasurer of Orion and
Farm Springs Road each of the Subsidiaries
Farmington, Connecticut 06032
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(2) Director of CSIC (6) Director of CIC
(3) Director of EBIC (7) Director of DPIC
(4) Director of F&C (8) Director of EIC
(5) Director of SICH (9) Director of SRI
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<PAGE>
Principal Occupation
Name and Address or Employment
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Stephen M. Mulready (2--9) Vice President of Orion;
Orion Capital Companies President of CSIC and Vice
9 Farm Springs Road President of F&C, SICH and
Farmington, Connecticut 06032 CI
Thomas M. Okarma (2--9) Vice President of Orion;
DPIC Companies President of DPIC and Vice
2959 Monterey/Salinas Highway President of SICH and CI
Monterey, California 93940
Robert T. Claiborne Vice President and Director
Orion Capital Corporation of Investment Research of
600 Fifth Avenue Orion and each of the
New York, New York 10020 Subsidiaries
Claudia F. Lindsey Vice President of Orion
9 Farm Springs Road and each of the
Subsidiaries
Farmington, Connecticut 06032
David B. Semeraro Vice President of Orion
Orion Capital Companies and Vice President and
9 Farm Springs Road Chief Information Officer
Farmington, Connecticut 06032 of each of the Subsidiaries
Kevin W. Sullivan Vice President and
Orion Capital Corporation Assistant Chief Invest-
600 Fifth Avenue ment Officer of Orion
New York, New York 10020 and each of the Sub-
sidiaries, except for SRI
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(2) Director of CSIC (6) Director of CI
(3) Director of EBIC (7) Director of DPIC
(4) Director of F&C (8) Director of EIC
(5) Director of SICH (9) Director of SRI
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<PAGE>
Principal Occupation
Name and Address or Employment
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William M. Beers Vice President and
DPIC Companies Assistant Secretary of
2959 Monterey/Salinas Highway each of the Subsidiaries
Monterey, California 93940
Leland H. Beman Vice President of each of
Orion Capital Companies the Subsidiaries, except for
9 Farm Springs Road SRI
Farmington, Connecticut 06032
Anne Campbell Vice President of CSIC, F&C
Orion Capital Companies SICH and CI
9 Farm Springs Road
Farmington, Connecticut 06032
Mary K. Leavey Vice President of SRI
Orion Capital Companies
9 Farm Springs Road
Farmington, Connecticut 06032
Robert A. Lightfoot, Jr. Vice President of CSIC
Orion Capital Companies
9 Farm Springs Road
Farmington, Connecticut 06032
David B. Rucker Senior Vice President of
Orion Capital Companies CSIC
9 Farm Springs Road
Farmington, Connecticut 06032
Richard C. Tardif Vice President of each of
Orion Capital Companies the Subsidiaries, except for
9 Farm Springs Road SRI
Farmington, Connecticut 06032
Peter M. Vinci Vice President and
Orion Capital Companies Controller of each of the
9 Farm Springs Road Subsidiaries
Farmington, Connecticut 06032
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<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
James W. Webb Vice President of each of
Orion Capital Companies the Subsidiaries
9 Farm Springs Road
Farmington, Connecticut 06032
Kimberley J. Delany Vice President of EIC, EBIC,
EBI Companies F&C and CI
12770 Coit Road
Dallas, TX 75251
Graham A. Addington Senior Vice President of
DPIC Companies DPIC and Vice President
2959 Monterey/Salinas Highway of SICH
Monterey, CA 93940
David J. Vermeulen Vice President of SICH and
DPIC Companies Senior Vice President of
2959 Monterey/Salinas Highway DPIC
Monterey, California 93940
A. Russell Chaney Senior Vice President of
DPIC Companies DPIC
2959 Monterey/Salinas Highway
Monterey, California 93940
Richard D. Crowell Senior Vice President of
DPIC Companies DPIC
2959 Monterey/Salinas Highway
Monterey, California 93940
William M. Demmon Senior Vice President of
DPIC Companies DPIC and Vice President of
2959 Monterey/Salinas Highway SICH
Monterey, California 93940
Patrick C. Ryan Senior Vice President of
DPIC Companies DPIC
2959 Monterey/Salinas Highway
Monterey, California 93940
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<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
Theresa A. Buckley Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Paul T. Carroccio Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Betty J. Crane Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
John P. Doran Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Aileen Ekmekjian Vice President of DPIC
DPIC Companies
155 University Avenue
Toronto, Ontario M5H 3B7
Canada
Gail A. Johnson Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Edmund Kelly Vice President-Finance of
DPIC Companies DPIC
2959 Monterey/Salinas Highway
Monterey, California 93940
Patricia Marshall Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
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<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
William T. Meisen Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Andrea K. Mennenga Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Denise D. Rose Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Stephen F. Saunders Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Charles Wilson, III Vice President of DPIC
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
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