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
<PAGE>
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.
<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,
Secretary and
General Counsel
<PAGE>
EXHIBIT INDEX
(a)(13) Press release of Orion 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.
