SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
Amendment No. 3
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
November 3, 1997
- -------------------------------------------------------------
(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
<PAGE>
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) 80.53%
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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 Road,
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
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<PAGE>
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.
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) and amended by
Amendment No. 2, dated September 18, 1997, 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 cash to be paid to shareholders of GNC, if
the transactions contemplated as described in Item 4 are
consummated, will consist of available cash and short-term
investments of Orion and its Subsidiaries.
Item 4. Purpose of Transaction.
-----------------------
On October 31, 1997, Orion and GNC announced that their
respective Boards of Directors approved an agreement providing
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<PAGE>
for the merger of GNC into a wholly-owned subsidiary of Orion.
Under the agreement, the merger will take place folowing the
completion of an Orion tender offer for the approximately 2.9
million shares of GNC common stock that it doesn't already own
for $36 per share in cash. The GNC Board approved this
transaction following a recommendation by a committee consisting
of its independent directors. The information set forth in the
press release dated October 31, 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 15,062,933 shares of GNC
Common Stock outstanding as of November 3, 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
-----------
12,129,942
===========
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
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<PAGE>
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, 481 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
Officer of Orion and the Subsidiaries, 642 shares of GNC Common
Stock beneficially owned by John Doran, a Vice President of DPIC
and 350 shares of GNC Common Stock beneficially owned by Peter
Vinci, Vice President and Controller of the 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 October 31, 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: November 3, 1997
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<PAGE>
EXHIBIT INDEX
Exhibit 1 Form of Press Release dated
October 31, 1997
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<PAGE>
ANNEX A
Principal Occupation
Name and Address or Employment
- ----------------- --------------------
W. Marston Becker (1--9) Chairman of the Board and
Orion Capital Corporation Chief Executive Officer
9 Farm Springs Road of Orion and each of the
Farmington, Connecticut 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 Avenuer Manhattan Company,
New York, New York 10022 investment 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
- ----------------------------------------------------------------
(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
- ---------------- ----------------------
Warren R. Lyons (1) Chairman, Avco Financial
Avco Financial Services Services, a financial
600 Anton Boulevard services company and a
Cost 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 Morgenthaler Professor of
Furnace Run Entrepreneurship,
Pittsburgh, PA 15655 Graduate School of
Industrial
Administration, Carnegie-
Mellon University;
Chairman, The Enterprise
Corporation of
Pittsburgh (a non-profit
corporation encouraging
and supporting entre-
preneurial businesses)
since 1983; a General
Partner of Pittsburgh
Venture Partners, the
General Partner of the
Pittsburgh Seed Fund (a
private venture fund)
since 1985
- ----------------------------------------------------------------
(1) Director of Orion
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<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
William B. Weaver (1) President of Weaver
37 Park Avenue Capital Management (a
Suite 900 money management firm
New York, New York 10017 based in New York City)
from 1996 to the present;
Managing Director of
Lehman Brothers, Head of
the Financial Services
Group and a member of the
Investment Banking
Management Committee from
1993 to 1996; Chief
Operating Offficer of
the Investment Banking
Department of the First
Boston Corporation from
1991 to 1993; and
Managing Director in The
First Boston
Corporation's M&A Group
from 1985 to 1993
Raymond W. Jacobsen (2--8) President of EIC and
EBI Companies EBIC; Senior Vice
500 Park Boulevard President of Orion, CI,
Itasca, IL 60143 F&C, DPIC and SICH
Daniel L. Barry (2--9) Senior Vice President and
Orion Capital Corporation Chief Financial Officer
9 Farm Springs Road of Orion, CSIC, EBIC,
Farmington, Connecticut 06032 EIC, F&C, DPIC, SICH, SRI
and CI
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(1) Director of Orion
(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
- ---------------- ----------------------
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
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
- -----------------------------------------------------------------
(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
- ---------------- ----------------------
Craig A. Nyman Vice President and
Orion Capital Companies Treasurer of Orion and
Farm Springs Road each of the Subsidiaries
Farmington, Connecticut 06032
Stephen M. Mulready (2--9) Vice President of Orion;
Orion Capital Companies President of CSIC and
9 Farm Springs Road Vice President of F&C,
Farmington, Connecticut 06032 SICH and CI
Thomas M. Okarma (2--9) Vice President of Orion;
DPIC Companies President of DPIC and
2959 Monterey/Salinas Highway Vice President of SICH
Monterey, California 93940 and CI
Robert T. Claiborne Vice President and
Orion Capital Corporation Director of Investment
600 Fifth Avenue Research of Orion and
New York, New York 10020 each of the
Subsidiaries
Claudia F. Lindsey Vice President of Orion
9 Farm Springs Road and each of the
Farmington, Connecticut 06032 Subsidiaries
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
- -----------------------------------------------------------------
(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
- ---------------- ----------------------
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
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
9 Farm Springs Road for SRI
Farmington, Connecticut 06032
Anne Campbell Vice President of CSIC,
Orion Capital Companies F&C, 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
David B. Rucker Senior Vice President of
Orion Capital Companies CSIC
9 Farm Springs Road
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
James W. Webb Vice President of each of
Orion Capital Companies the Subsidiaries
9 Farm Springs Road
Farmington, Connecticut 06032
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<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
Kimberley J. Delany Vice President of EIC,
EBI Companies EBIC, 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
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
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
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<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
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
William T. Meisen 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
- ---------------- ----------------------
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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Exhibit 1
Contact: Jeanne Hotchkiss Dawn Dover/Mark Semer Mike Pautler
Orion Capital Kekst and Company Guaranty National
860-674-6754 212-521-4800 303-754-8701
FOR IMMEDIATE RELEASE
ORION CAPITAL CORPORATION AND GUARANTY NATIONAL CORPORATION
ANNOUNCE MERGER AGREEMENT
- Orion to Commence Tender Offer for Approximately 19% of
Guaranty National it Does Not Already Own -
Farmington, Connecticut, October 31, 1997 -- Orion Capital
Corporation (NYSE: OC) and Guaranty National Corporation (NYSE:
GNC) today announced that their respective Boards of Directors
have approved an agreement providing for the merger of Guaranty
National into a wholly-owned subsidiary of Orion. Under the
agreement reached today, the merger will take place following the
completion of an Orion tender offer for the approximately 2.9
million shares of Guaranty National common stock that it doesn't
already own for $36 per share in cash. The Guaranty National
Board approved this transaction following a recommendation by a
committee consisting of its independent directors. Orion
currently owns approximately 81% of the outstanding stock of
Guaranty National.
It is currently expected that the tender offer will expire during
the first week of December 1997, unless extended. The
registration statement Orion filed with the Securities and
Exchange Commission on September 22, 1997 with respect to an
exchange offer to acquire the outstanding Guaranty National
shares for $34 per share in cash and Orion common stock will be
withdrawn as a result of this agreement.
The terms and conditions of the offer will be set forth in tender
offer materials to be filed shortly with the Securities and
Exchange Commission, and to be mailed promptly to Guaranty
National shareholders. The Dealer Manager for the offer is
Donaldson Lufkin & Jenrette Securities Corporation.
-more-
<PAGE>
Guaranty National is a Colorado-based property and casualty
insurance holding company with operating subsidiaries which 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 and Wm. H. McGee, as well as through its
81% ownership interest in Guaranty National Corporation.
###
