As filed with the Securities and Exchange Commission on August 10, 1994
REGISTRATION NO. 33-53759
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ORION CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-6069054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Orion Capital Corporation
30 Rockefeller Plaza
New York, New York 10112-0156
(212) 332-8080
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Michael P. Maloney, Esq.
Vice President, General Counsel and Secretary
Orion Capital Corporation
30 Rockefeller Plaza
New York, New York 10112-0156
(212) 332-8080
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
COPIES TO:
Robert M. Hart, Esq.
Donovan Leisure Newton
& Irvine
30 Rockefeller Plaza
New York, New York 10112-0156
(212) 632-3000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS
DETERMINED IN LIGHT OF MARKET CONDITIONS AND OTHER FACTORS.
<PAGE>
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. / X /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL, PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
SUBJECT TO COMPLETION,
DATED AUGUST 10, 1994
[logo]
$100,000,000
ORION CAPITAL CORPORATION
DEBT SECURITIES, PREFERRED STOCK, COMMON STOCK,
DEPOSITARY SHARES AND WARRANTS
Orion Capital Corporation ("Orion") may from time to time offer,
together or separately, its (i) debt securities (the "Debt Securities")
which may be either senior debt securities (the "Senior Debt
Securities") or subordinated debt securities (the "Subordinated Debt
Securities"), (ii) shares of its preferred stock, $1.00 par value per
share (the "Preferred Stock"), which may be issued in the form of
Depositary Shares (as defined herein) evidenced by Depositary Receipts
(as defined herein), (iii) shares of its common stock, $1.00 par value
per share (the "Common Stock"), and (iv) warrants to purchase Debt
Securities, Preferred Stock or Common Stock of Orion as shall be
designated by Orion at the time of the offering (the "Warrants"), in
amounts, at prices and on terms to be determined at the time of
offering. (The Debt Securities, Preferred Stock, Depositary Shares,
Common Stock and Warrants are collectively called the "Securities").
The Securities offered pursuant to this Prospectus may be issued
in one or more series or issuances and will be limited to $100,000,000
aggregate public offering price. Certain specific terms of the
particular Securities in respect of which this Prospectus is being
delivered are set forth in the accompanying Prospectus Supplement (the
"Prospectus Supplement"), including, where applicable, (i) in the case
of Debt Securities, the specific title, aggregate principal amount, the
denomination, whether such Debt Securities are secured or unsecured
obligations, maturity, premium, if any, the interest, if any (which may
be fixed, floating or adjustable rate), the time and method of
calculating payment of interest, if any, the place or places where
principal of (and premium, if any) and interest, if any, on such Debt
Securities will be payable, the currency in which principal of (and
premium, if any) and interest, if any, on such Debt Securities will be
payable, any terms of redemption at the option of Orion or the holder,
any sinking fund provisions, terms for any conversion or exchange into
other Securities, the initial public offering price and other special
terms, (ii) in the case of Preferred Stock, the specific title, the
aggregate number of shares offered, any dividend (including the method
of calculating payment of dividends), liquidation, redemption, voting
and other rights, any terms for any conversion or exchange into other
Securities, the initial public offering price and other terms, (iii) in
the case of Warrants, the duration, purchase price, exercise price and
detachability of such Warrants and a description of the securities for
which each Warrant is exercisable, and (iv) in the case of Depositary
Shares, the fractional share of Preferred Stock represented by each
such Depositary Share. If so specified in the applicable Prospectus
Supplement, Debt Securities of a series may be issued in whole or in
part in the form of one or more temporary or permanent global
securities ("Global Securities").
Orion's Common Stock is listed on the New York Stock Exchange
under the trading symbol "OC." Any Common Stock sold pursuant to a
Prospectus Supplement will be listed on such exchange, subject to
official notice of issuance.
Unless otherwise specified in a Prospectus Supplement, the Senior
Debt Securities, when issued, will be unsecured and will rank equally
with all other unsecured and unsubordinated indebtedness of Orion. The
Subordinated Debt Securities, when issued, will be subordinated in
right of payment to all Senior Debt (as defined herein) of Orion.
The Prospectus Supplement will contain information concerning
certain U.S. federal income tax considerations, if applicable to the
Securities offered.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
The Securities will be sold directly, through agents, underwriters
or dealers as designated from time to time, or through a combination of
such methods. If agents of Orion or any dealers or underwriters are
involved in the sale of the Securities in respect of which this
Prospectus is being delivered, the names of such agents, dealers or
underwriters and any applicable commissions or discounts are set forth
in or may be calculated from the Prospectus Supplement with respect to
such Securities.
The date of this Prospectus is August , 1994.
--
FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF
THE STATE OF NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS
OFFERING NOR HAS SUCH COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.
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<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
ORION OR ANY UNDERWRITERS, AGENTS OR DEALERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY
SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF
ORION AND ITS SUBSIDIARIES SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AT ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
AVAILABLE INFORMATION
Orion is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
in accordance therewith, files periodic reports and other information
with the Securities and Exchange Commission (the "Commission").
Orion has filed with the Commission a Registration Statement (of
which this Prospectus is a part) under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Securities offered
hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement. Certain portions of the
Registration Statement have been omitted as permitted by the rules and
regulations of the Commission. Statements made in this Prospectus as
to the contents of any contract, agreement, instrument or other
document are not necessarily complete, and in each instance reference
is made to the copy of such contract, agreement, instrument or document
filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference and the exhibits and
schedules thereto.
The Registration Statement, the exhibits and schedules thereto,
and the reports and other information filed by Orion with the
Commission may be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional
offices of the Commission located at Seven World Trade Center, 13th
floor, New York, New York 10048; and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. Copies of all or any part of such
materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy or information statements,
Registration Statement and exhibits and other information concerning
Orion can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission
pursuant to the Exchange Act and are incorporated by reference into
this Prospectus and made a part hereof:
(1) Orion's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, as amended by Amendment No. 1 on Form
10-K/A to include financial information required by Form 11-K
for the year ended December 31, 1993 with respect to Orion's
Employees' Stock Savings and Retirement Plan, as filed with
the Commission on April 28, 1994;
(2) Orion's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1994;
(3) Orion's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1994; and
(4) the description of Orion's Common Stock and its preferred
stock purchase rights associated with the Common Stock
contained in its registration statements filed pursuant to
Section 12 of the Exchange Act and any amendment or report
filed for the purposes of updating those descriptions.
All documents filed by Orion pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Securities shall be
deemed to be incorporated by reference in this Prospectus and made a
part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other document subsequently filed
with the Commission which also is or is deemed to be incorporated by
reference herein or in any Prospectus Supplement modifies or supersedes
such statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
Incorporated by reference into Orion's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 are the financial
statements for the fiscal year ended December 31, 1993 of Guaranty
National Corporation ("Guaranty National") included in Guaranty
National's Annual Report on Form 10-K for the 1993 fiscal year (the
"Guaranty National 1993 Form 10-K"). In addition, the information set
forth under the caption "Reserves" (on pages 11 through 14) in the
Guaranty National 1993 Form 10-K is incorporated by reference herein.
Such pages are included as an exhibit to the Registration Statement of
which this Prospectus is a part. Orion currently holds, through
wholly-owned subsidiaries, slightly less than 50% of Guaranty
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National's outstanding common stock. Since November 1991, Guaranty
National's operations have been reported by Orion on an equity
accounting basis.
ORION UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED,
UPON WRITTEN OR ORAL REQUEST, A COPY OF THE DOCUMENTS THAT HAVE BEEN
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS (NOT INCLUDING EXHIBITS
TO SUCH DOCUMENTS OTHER THAN EXHIBITS SPECIFICALLY INCORPORATED BY
REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR SUCH DOCUMENTS SHOULD BE
DIRECTED TO MICHAEL P. MALONEY, SECRETARY, ORION CAPITAL CORPORATION,
30 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10112, TELEPHONE NUMBER (212)
332-8080.
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<PAGE>
THE COMPANY
Orion Capital Corporation ("Orion") is a property and casualty
insurance holding company incorporated under the laws of the State of
Delaware in 1960. Although Orion's insurance subsidiaries and
affiliates are authorized to underwrite and sell most types of property
and casualty insurance throughout the United States and in Canada,
their businesses are concentrated in niche insurance lines,
particularly specialty workers compensation, architect and engineer
professional liability and specialty automobile insurance. (Orion and
its wholly-owned subsidiaries are referred to collectively as the
"Company" unless the context requires otherwise). The Company markets
workers compensation insurance through the EBI Companies and through
Nations' Care, Inc., which was formed in late 1993 and will primarily
focus on alternative workers compensation services and products. The
Company writes professional liability insurance through the DPIC
Companies, assumed reinsurance through SecurityRe Companies and other
specialty property and casualty insurance principally through the
Connecticut Specialty Insurance Group. The Company also participates
in the nonstandard commercial and personal automobile insurance
business through its slightly less than 50% interest in Guaranty
National. In December 1993, the Company completed the purchase of a
20% interest in the outstanding common stock of Intercargo Corporation
("Intercargo"). Intercargo is an insurance holding company whose
subsidiaries specialize in international trade and transportation
coverages.
During 1992 and the first part of 1993, Orion reconfigured and
simplified its debt and capital structure by issuing $110,000,000
principal amount of 9 1/8% Senior Notes due September 1, 2002 (the
"9 1/8% Senior Notes") and entered into a loan agreement with a group
of banks (the "Loan Agreement") under which it had, as of June 30,
1994, $46,500,000 in loans outstanding and $5,000,000 in available
unused line of credit commitments. These borrowings are unsecured.
Borrowings under the Loan Agreement bear interest at or below prime and
mature on January 31, 1998.
The Company's principal executive offices are located at 30
Rockefeller Plaza, New York, New York 10112-0156, and its telephone
number is (212) 332-8080. The home offices of all the Company's
insurance subsidiaries are located at 9 Farm Springs Drive, Farmington,
Connecticut 06032-2569.
Common Stock and per common share data have been restated to
reflect Orion's 5-for-4 stock splits paid on December 7, 1992 and
November 15, 1993.
A.M. Best Company raised the Company's primary rating in
September, 1993 to an "A (Excellent)" from an "A- (Excellent)." A.M.
Best Company has upgraded the ratings of the Company three times since
mid-1990. In general, A.M. Best Company's ratings are based on an
analysis of the financial condition and operation of an insurance
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company as they relate to the industry. These ratings are not
primarily designed for investors and do not constitute recommendations
to buy, sell or hold any security.
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<PAGE>
USE OF PROCEEDS
Except as otherwise set forth in a Prospectus Supplement, the net
proceeds from the sale of the Securities will be used for general
corporate purposes, including working capital, investment in
subsidiaries, the repayment of existing bank debt, possible future
business acquisitions and/or the repurchase of shares of the Common
Stock. The Company does not have any present plans and is not engaged
in any negotiations for the use of any such proceeds or the issuance of
Common Stock in any future acquisition. Any proposal to use proceeds
from any offering of Securities in connection with an acquisition will
be disclosed in the Prospectus Supplement relating to such offering.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratios of earnings
to fixed charges and ratio of earnings to combined fixed charges and
preferred stock dividends for the periods indicated:
<TABLE>
<CAPTION>
Six Months
Ended
June 30, Years Ended December 31,
--------------------------------
1994 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings
to Fixed Charges 4.13 4.83 3.34 3.15 2.08 2.44
Ratio of Earnings
to Combined Fixed
Charges and
Preferred Stock
Dividends 4.13 4.72 2.69 2.58 1.82 2.05
</TABLE>
For purposes of computing both the ratio of earnings to fixed
charges and the ratio of earnings to combined fixed charges and
preferred stock dividends, "earnings" represent consolidated earnings
from operations before equity in earnings of affiliates, federal income
taxes, cumulative effect of adoption of new accounting principles and
extraordinary item plus fixed charges and distributed earnings of
affiliates. "Fixed charges" consist of interest and the portion of
rental expense deemed representative of the interest factor. Preferred
stock dividends, which are not deductible for income tax purposes, have
been increased to a taxable equivalent basis. This adjustment has been
calculated by using the effective tax rate for the applicable year.
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All shares of Orion preferred stocks were converted into Common Stock
or redeemed in 1992 and 1993; as a result, for the six months ended
June 30, 1994, the ratio of earnings to combined fixed charges and
preferred stock dividends was the same as the ratio of earnings to
fixed charges.
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<PAGE>
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general
provisions may not apply to the Debt Securities so offered will be
described in the Prospectus Supplement relating to such Debt
Securities.
The Senior Debt Securities are to be issued under an Indenture
(the "Senior Indenture"), to be entered into between Orion and State
Street Bank and Trust Company of Connecticut, National Association
("State Street"), as trustee. The Subordinated Debt Securities are to
be issued under a separate Indenture (the "Subordinated Indenture"), to
be entered into between Orion and State Street, as trustee. The Senior
Indenture and the Subordinated Indenture are sometimes referred to
collectively as the "Indentures." Copies of the Senior Indenture and
the Subordinated Indenture have been filed as exhibits to the
Registration Statement. See "Available Information." State Street is
sometimes hereinafter referred to as "Trustee." See "Trustee" below.
The following summaries of certain provisions of the Senior Debt
Securities, the Subordinated Debt Securities and the Indentures do not
purport to be complete and are subject to, and are qualified in their
entirety by reference to, all the provisions of the Indentures
applicable to a particular series of Debt Securities, including the
definitions therein of certain terms. Wherever particular Sections,
Articles or defined terms of the Indentures are referred to, it is
intended that such Sections, Articles or defined terms shall be
incorporated herein by reference. Article and Section references used
herein are references to the applicable Indenture. Capitalized terms
not otherwise defined herein shall have the meaning given in the
Indentures.
GENERAL
The Indentures do not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and each Indenture provides
that Debt Securities may be issued thereunder from time to time in one
or more series. The Debt Securities are payable in currency of the
United States of America. Unless otherwise specified in the Prospectus
Supplement, the Senior Debt Securities when issued will be unsecured
and unsubordinated obligations of Orion and will rank equally and
ratably with all other unsecured and unsubordinated indebtedness of
Orion. The Subordinated Debt Securities when issued will be
subordinated in right of payment to the prior payment in full of all
Senior Debt (as defined below) of Orion, as described under
"Subordination of Subordinated Debt Securities" and in the Prospectus
Supplement applicable to an offering of Subordinated Debt Securities.
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The Debt Securities will be payable in the currency of the United
States.
Reference is made to the Prospectus Supplement relating to the
particular Debt Securities offered thereby (the "Offered Debt
Securities") which shall set forth whether the Offered Debt Securities
shall be Senior Debt Securities or Subordinated Debt Securities, and
shall further set forth the following terms of the Offered Debt
Securities: (1) the title of the Offered Debt Securities; (2) any
limit on the aggregate principal amount of the Offered Debt Securities;
(3) the Person to whom any interest on the Offered Debt Securities will
be payable, if other than the Person in whose name such Offered Debt
Securities are registered on any Regular Record Date; (4) the date or
dates on which the principal of the Offered Debt Securities will be
payable; (5) the rate or rates per annum (which may be fixed, floating
or adjustable) at which the Offered Debt Securities will bear interest,
if any, or the formula pursuant to which such rate or rates shall be
determined, the date or dates from which such interest will accrue and
the dates on which such interest, if any, will be payable and the
Regular Record Dates for such interest payment dates; (6) whether the
Offered Debt Securities will be secured; (7) the place or places where
principal of (and premium, if any) and interest, if any, on Offered
Debt Securities will be payable; (8) if applicable, the price at which,
the periods within which and the terms and conditions upon which the
Offered Debt Securities may be redeemed in whole or in part at the
option of Orion pursuant to a sinking fund or otherwise; (9) if
applicable, any obligation of Orion to redeem or purchase Offered Debt
Securities pursuant to any sinking fund or analogous provisions or at
the option of a Holder thereof, and the period or periods within which,
the price or prices at which and the terms and conditions upon which
the Offered Debt Securities will be redeemed or purchased, in whole or
in part; (10) if applicable, the terms of any right to convert or
exchange the Offered Debt Securities into other securities or property
of Orion; (11) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Offered Debt
Securities will be issuable; (12) if the amount of payments of
principal of (or premium, if any) or interest, if any, on the Offered
Debt Securities may be determined with reference to one or more
indices, the manner in which such amounts will be determined; (13) the
portion of the principal amount of the Offered Debt Securities, if
other than the principal amount thereof, payable upon acceleration of
maturity thereof; (14) whether all or any part of the Offered Debt
Securities will be issued in the form of a Global Security or
Securities and, if so, the depositary for, and other terms relating to,
such Global Security or Securities; (15) any event or events of default
applicable with respect to the Offered Debt Securities in addition to
those provided in the Indentures; (16) any other covenant or warranty
included for the benefit of the Offered Debt Securities in addition to
(and not inconsistent with) those included in the Indentures for the
benefit of Debt Securities of all series, or any other covenant or
warranty included for the benefit of the Offered Debt Securities in
lieu of any covenant or warranty included in the Indentures for the
benefit of Debt Securities of all series, or any provision that any
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covenant or warranty included in the Indentures for the benefit of Debt
Securities of all series shall not be for the benefit of the Offered
Debt Securities, or any combination of such covenants, warranties or
provisions; (17) any restriction or condition on the transferability of
the Offered Debt Securities; (18) any authenticating or paying agents,
registrars, conversion agents or any other agents with respect to the
Offered Debt Securities; and (19) any other terms of the Offered Debt
Securities. (Indentures, Section 301) Debt Securities may also be
issued under the Indentures upon the exercise of Warrants. See
"Description of Warrants."
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Offered Debt Securities are to be issued as registered
securities without coupons in denominations of $1,000 or any integral
multiple of $1,000. (Indentures, Section 302) No service charge will
be made for any transfer or exchange of such Offered Debt Securities,
but Orion or the Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection
therewith. (Indentures, Section 305)
Debt Securities may be issued under the Indentures as Original
Issue Discount Securities to be sold at a substantial discount below
their stated principal amount. Federal income tax consequences and
other considerations applicable thereto will be described in the
Prospectus Supplement relating thereto.
Since Orion is a holding company, the rights of Orion, and hence
the rights of creditors of Orion (including the Holders of the Debt
Securities), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is
necessarily subject to the prior claims of creditors of such
subsidiary, except to the extent that claims of Orion itself as a
creditor of such subsidiary may be recognized. Generally, the Debt
Securities will be effectively subordinated to all existing and future
indebtedness of Orion's operating subsidiaries. Holders of the Debt
Securities should also be aware of the restrictions under state
insurance regulations on dividends and distributions by its insurance
subsidiaries to Orion. See "Limitations on Payments from Insurance
Subsidiaries" below.
The Indentures do not contain any provisions that limit the
ability of Orion or any subsidiary to incur indebtedness or that afford
Holders of the Debt Securities protection in the event of a highly
leveraged or similar transaction involving Orion or any subsidiary.
The terms of Orion's presently outstanding Loan Agreement limit
the amount and type of additional borrowings, prepayments of existing
indebtedness, liens and guarantees by the Company and require the
Company to meet minimum net worth and certain other financial tests.
However, the Loan Agreement does not limit the Company's ability to
incur additional indebtedness provided that the terms and repayment of
such borrowings are subordinated to those under the Loan Agreement in
accordance with the terms thereof. The Loan Agreement prohibits the
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Company from making, without the approval of a majority of the banks
participating in the loan, any voluntary or optional prepayments of
indebtedness other than (i) prepayments of indebtedness incurred
thereunder and (ii) payments applicable to other indebtedness up to an
aggregate $6.7 million as of June 30, 1994.
The Loan Agreement requires that the Company comply with certain
covenants applicable to amounts of stockholders' equity, policyholders'
surplus and ratio of net premiums written to policyholders' surplus
("operating leverage ratio"). For 1994, the Company must maintain
stockholders' equity of not less than $285 million, policyholders'
surplus of not less than $235 million (excluding the statutory carrying
value of the Guaranty National common stock held by the Company) and an
operating leverage ratio of not greater than 3.0 to 1. At June 30,
1994, the Company had $370 million in stockholders' equity, $342
million in policyholders' surplus (excluding the statutory carrying
value of the Guaranty National common stock as indicated above) and an
operating leverage ratio of 1.5 to 1. Under the Loan Agreement, an
event of default would occur if the Company incurred a net loss for any
fiscal year greater than its net earnings during the immediately
preceding fiscal year or incurred a combined net loss for two
consecutive fiscal years exceeding $10 million. The terms "net loss"
and "net earnings" are as defined in the Loan Agreement. The Company's
net earnings (as defined) for the years ended December 31, 1993 and
1992 were $57.0 million and $45.8 million, respectively.
The Indenture for the 9 1/8% Senior Notes does not contain
financial covenants requiring the Company to maintain a certain
financial condition or limitations on the amount of additional debt
that Orion or its subsidiaries may incur, but does limit the aggregate
amount of secured indebtedness that the Company may incur without
equally and ratably securing the holders of the 9 1/8% Senior Notes.
Subject to certain specified exceptions, such secured indebtedness is
limited to 15% of Consolidated Tangible Net Worth, as such term is
defined in the Indenture for the 9 1/8% Senior Notes, of the Company as
reflected on the Company's most recently prepared quarterly balance
sheet.
EVENTS OF DEFAULT AND NOTICE THEREOF
Unless otherwise specified in the Prospectus Supplement, the
following events are defined in the Indentures as "Events of Default"
with respect to Debt Securities of any series: (a) failure to pay
principal (including any sinking fund payment) of, or premium (if any)
on, any Debt Security of that series when due (in the case of the
Subordinated Indenture, whether or not payment is prohibited by the
subordination provisions); (b) failure to pay interest, if any, on any
Debt Security of that series when due and such failure continues for a
period of 30 days; (c) failure by Orion to perform in any material
respect any other covenant in the Indentures (other than a covenant
included in the Indentures solely for the benefit of a series of Debt
Securities other than that series) which continues for a period of 90
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days after written notice to Orion; (d) due acceleration (which
acceleration shall not have been rescinded within 30 days after written
notice to Orion) of any indebtedness for borrowed money in a principal
amount in excess of $40,000,000 for which Orion or any Principal
Subsidiary (as defined) is liable, including Debt Securities of another
series, or a default by Orion or any Principal Subsidiary in the
payment at final maturity of outstanding indebtedness for borrowed
money in a principal amount in excess of $40,000,000 unless such
acceleration or default at maturity shall be remedied or cured by Orion
or such Principal Subsidiary or rescinded, annulled or waived by the
holders of such indebtedness, in which case such acceleration or
default at maturity shall not constitute an Event of Default under this
provision and any acceleration relating thereto shall be rescinded; and
(e) certain events of insolvency, reorganization, receivership or
liquidation of Orion. (Indentures, Section 501)
No Event of Default with respect to Debt Securities of a
particular series shall necessarily constitute an Event of Default with
respect to Debt Securities of any other series. If an Event of Default
with respect to Debt Securities of any series at the time Outstanding
shall occur and be continuing, either the Trustee or the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of
that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Debt Securities, such
portion of the principal amount as may be specified in the terms of
that series) of all Debt Securities of that series to be due and
payable immediately; provided, however, that under certain
circumstances the Holders of a majority in aggregate principal amount
of Outstanding Debt Securities of that series may rescind or annul such
declaration and its consequences. (Indentures, Section 502)
Reference is made to the Prospectus Supplement relating to any
series of Offered Debt Securities which are Original Issue Discount
Securities for the particular provisions relating to the principal
amount of such Original Issue Discount Securities due on acceleration
upon the occurrence of an Event of Default and the continuation thereof.
Subject to Sections 6.01 and 6.02, the Trustee is not charged with
knowledge of any Event of Default unless written notice thereof shall
have been given to the Trustee by Orion, the Paying Agent, or any
Holder of that series or an agent of any Holder, or as provided with
respect to Events of Default under clause (d) above. (Indentures,
Section 501) Each Indenture provides that the Trustee may withhold
notice to the Holders of the Debt Securities of any default (except in
payment of principal (or premium, if any) or interest, if any) if it
considers it in the interest of the Holders of the Debt Securities to
do so. (Indentures, Section 602) Orion will be required to furnish to
the applicable Trustee annually a statement by certain officers of
Orion as to the compliance with all conditions and covenants of the
Indentures. (Indentures, Section 1004)
The Holders of a majority in principal amount of the Outstanding
Debt Securities of any series affected will have the right, subject to
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certain limitations, to direct the time, method and place of conducting
any proceeding for any remedy available to the applicable Trustee or
exercising any trust or power conferred on such applicable Trustee with
respect to the Debt Securities of such series, and to waive certain
defaults. (Indentures, Sections 512 and 513)
The Indentures provide that, in case an Event of Default shall
occur and be continuing, the applicable Trustee shall exercise such of
its rights and powers under the Indentures, and use the same degree of
care and skill in its exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.
(Indentures, Section 601). Subject to such provisions, the applicable
Trustee will be under no obligation to exercise any of its rights or
powers under the Indentures at the request of any of the Holders of
Debt Securities unless they shall have offered to such Trustee security
or indemnity in form and substance reasonably satisfactory to such
Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request. (Indentures, Section
603)
No Holder of a Debt Security of any series will have any right to
institute any proceeding with respect to the Indentures or for any
remedy thereunder, unless such Holder shall have previously given to
the applicable Trustee written notice of a continuing event of Default
and unless also the Holders of at least 25% in aggregate principal
amount of the Outstanding Debt Securities of the same series shall have
made written request, and offered security or indemnity to such Trustee
in form and substance reasonably satisfactory to such Trustee, to
institute such proceeding as trustee, and such Trustee shall not have
received from the Holders of a majority in aggregate principal amount
of the Outstanding Debt Securities of the same series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days. (Indentures, Section 507). However, such
limitations do not apply to a suit instituted by a Holder of a Debt
Security for enforcement of payment of the principal of (or premium, if
any) or interest, if any, on such Debt Security on or after the
respective due dates expressed in such Debt Security, or of the right
to convert such Debt Security in accordance with the Indentures (if
applicable). (Indentures, Section 308)
MODIFICATION AND WAIVER
Each Indenture provides that from time to time, Orion and the
Trustee, without the consent of the Holders of any series of Debt
Securities, may amend the Indenture or such series of Debt Securities
for certain specified purposes, including curing ambiguities, defects,
or inconsistencies and making any such change that does not adversely
affect the rights of any Holder of such series of Debt Securities.
Modifications and amendments of the Indentures may also be made by
Orion and the applicable Trustee, with the consent of the Holders of
not less than a majority of aggregate principal amount of each series
of the Outstanding Debt Securities issued under the Indentures which is
affected by the modification or amendment; provided, however, that no
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such modification or amendment may, without the consent of each Holder
of such Debt Security affected thereby: (1) change the Stated Maturity
of the principal of (or premium, if any) or any installment of
principal or interest, if any, on any such Debt Security; (2) reduce
the principal amount of (or premium, if any) or the interest rate, if
any, on any such Debt Security or the principal amount due upon
acceleration of any Original Issue Discount Security; (3) change the
place or currency of payment of principal of (or premium, if any) or
the interest, if any, on any such Debt Security; (4) impair the right
to institute suit for the enforcement of any such payment on or with
respect to any such Debt Security; (5) adversely change the right to
convert or exchange, including decreasing the conversion rate or
increasing the conversion price of, such Debt Security (if applicable);
(6) reduce the percentage of Holders of Debt Securities necessary to
modify or amend the Indentures; (7) in the case of the Subordinated
Indenture, modify the subordination provisions in a manner adverse to
the holders of the Subordinated Debt Securities; or (8) modify the
foregoing requirements or reduce the percentage of outstanding Debt
Securities necessary to waive compliance with certain provisions of the
Indentures or for waiver of certain defaults. (Indentures, Section
902)
The holders of at least a majority of the aggregate principal
amount of the Outstanding Debt Securities of any series may, on behalf
of all Holders of that series, waive compliance by Orion with certain
restrictive provisions of the Indentures and waive any past default
under the Indentures, except a default in the payment of principal (or
premium, if any), or interest (if any) or in the performance of certain
covenants. (Indentures, Sections 907 and 513)
DEFEASANCE AND COVENANT DEFEASANCE
The Indentures provide that Orion may elect either (A) to defease
and be discharged from any and all obligations with respect to any
series of such Debt Securities (including, in the case of Subordinated
Debt Securities, the provisions described under "Subordinated Debt
Securities" herein and except for the obligations to exchange or
register the transfer of such Debt Securities to replace temporary or
mutilated, destroyed, lost or stolen Debt Securities, to maintain an
office or agency in respect of the Debt Securities, and to hold monies
for payments in trust) ("defeasance"), or (B) to be released from its
obligations with respect to such Debt Securities concerning the
restrictions described under "Limitations on Liens on Common Stock of
Principal Subsidiaries" and "Consolidation, Merger and Sale of Assets"
and any other covenants applicable to such Debt Securities (including,
in the case of Subordinated Debt Securities, the provisions described
under "Subordination of Subordinated Debt Securities" herein), which
are subject to covenant defeasance ("covenant defeasance"), and the
occurrence of an event described and notice thereof in clauses (c) and
(d) under "Events of Default and Notice Thereof" (with respect to
covenants subject to covenant defeasance) shall no longer be an Event
of Default, in each case, upon the irrevocable deposit with the
applicable Trustee (or other qualifying trustee), in trust for such
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purpose, of money and U.S. Government Obligations (as defined) which
through the payment of principal and interest in accordance with their
terms will provide money in an amount sufficient to pay the principal
of (and premium, if any) and interest, if any, on such Debt Securities,
and any mandatory sinking fund or analogous payments thereon, on the
scheduled due dates therefor. Such a trust may only be established if,
among other things, (i) Orion has delivered to the applicable Trustee
(A) in the case of defeasance, an Opinion of Counsel (as defined)
stating that (1) Orion has received from, or there has been published
by, the Internal Revenue Service a ruling, or (2) since the date of the
Indenture, there has been a change in the applicable Federal income tax
law, in case of either (1) or (2) to the effect that the Holders of
such Securities will not recognize a gain or loss for Federal income
tax purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Securities and will be subject to Federal
income tax on the same amount, in the same manner and at the same times
as would be the case if such deposit, Defeasance and discharge were not
to occur or (B) in the case of covenant defeasance, an Opinion of
Counsel to the effect that the Holders of such Debt Securities will not
recognize gain or loss for Federal income tax purposes as a result of
such deposit and covenant defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such deposit and covenant
defeasance had not occurred, (ii) no Event of Default or event which
with the giving of notice or lapse of time, or both, would become an
Event of Default under the Indenture shall have occurred and be
continuing on the date of such deposit and (iii) in the case of
Subordinated Debt Securities, (x) no default in the payment of
principal of (or premium, if any) or interest, if any, on any Senior
Debt beyond any applicable grace period shall have occurred and be
continuing, or (y) no other default with respect to any Senior Debt
shall have occurred and be continuing and shall have resulted in the
acceleration of such Senior Debt. (Indentures, Article Thirteen)
Orion may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant
defeasance option. If Orion exercises its defeasance option, payment
of such Debt Securities may not be accelerated because of an Event of
Default. If Orion exercises its covenant defeasance option, payment of
such Debt Securities may not be accelerated by reference to the
covenants noted under Clause (B) above. In the event Orion omits to
comply with its remaining obligations with respect to such Debt
Securities under the Indentures after exercising its covenant
defeasance option and such Debt Securities are declared due and payable
because of the occurrence of any Event of Default, the amount of money
and U.S. Government Obligations on deposit with the Trustee may, in
certain circumstances, be insufficient to pay amounts due on the Debt
Securities of such series at the time of the acceleration resulting
from such Event of Default; however, Orion will remain liable in
respect of such payments. (Indentures, Article Thirteen)
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LIMITATION ON LIENS ON COMMON STOCK OF PRINCIPAL SUBSIDIARIES
Except as set forth below, so long as any of the Senior Securities
or the Subordinated Debt Securities (as the case may be) remains
outstanding, Orion will not, and will not permit any Principal
Subsidiary to, issue, assume, incur or guarantee any indebtedness for
borrowed money secured by a mortgage, pledge, lien or other encumbrance
in the nature of a lien ("Lien") on any shares of the Common Stock of a
Principal Subsidiary, which Common Stock is owned by Orion or by a
Principal Subsidiary, without effectively providing that such Debt
Securities (and the 9 1/8% Senior Notes if and to the extent then
required to be secured by the terms of the 9 1/8% Senior Notes
Indenture), and, if Orion so elects, any other indebtedness for
borrowed money of Orion ranking senior to or on a parity with such Debt
Securities, shall be secured equally and ratably with, or prior to,
such indebtedness so long as such indebtedness shall be so secured
unless after giving effect thereto, the aggregate amount of all such
secured indebtedness of Orion and its Subsidiaries would not exceed 15%
of the Consolidated Tangible Net Worth of Orion and its Subsidiaries as
reflected on Orion's most recently prepared quarterly balance sheet;
provided, however, that this covenant shall not apply to, and there
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shall be excluded from secured indebtedness in any computation under
this covenant, indebtedness for borrowed money secured by: (i) Liens
existing on the date of the Indenture; (ii) Liens on any shares of
common stock of any corporation existing at the time such corporation
becomes a Principal Subsidiary or merges into or consolidates with
Orion or any Principal Subsidiary; (iii) Liens on shares of common
stock of any Person existing at the time of acquisition thereof by
Orion or any Principal Subsidiary; (iv) Liens to secure the financing
of the acquisition, construction or improvement of property, or the
acquisition of shares of stock, by Orion or any Principal Subsidiary if
such Liens are created not later than one year after such acquisition,
or in the case of property, completion of construction or commencement
of commercial operation, whichever is later, (v) Liens in favor of
Orion or any Subsidiary; (vi) Liens required by or in favor of
governments or agencies thereof including those to secure progress,
advance or other payments pursuant to any contract or provision of any
statute; (vii) Liens in the nature of rights of set-off or bankers'
liens pursuant to any contract or statute; and (viii) any extension,
renewal or replacement (or successive extensions, renewals or
replacements) as a whole or in part of any Lien referred to in the
foregoing clauses (i) to (vii) inclusive; provided, further that
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(a) such extension, renewal or replacement Lien shall be limited to all
or a part of the same shares of stock that secured the Lien extended,
renewed or replaced and (b) the indebtedness secured by such Lien at
such time is not increased. (Indentures, Section 1005) See "General"
above.
"Principal Subsidiary" means any Subsidiary of the Company which
at the time of determination has, (A) assets which, as of the date of
the Company's most recently prepared quarterly consolidated balance
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sheet, constituted at least 15% of the Company's total assets on a
consolidated basis as of such date, or (B) revenues for the 12-month
period ending on the date of the Company's most recently prepared
quarterly consolidated statement of income which constituted at least
15% of the Company's total revenues on a consolidated basis for such
period or (C) net earnings for the 12-month period ending on the date
of the Company's most recently prepared quarterly consolidated
statement of income which constituted at least 15% of the Company's
total net earnings on a consolidated basis for such period.
(Indentures, Section 101) As of the date of this Prospectus, the
Principal Subsidiaries are Security Insurance Company of Hartford and
Employee Benefits Insurance Company.
"Consolidated Tangible Net Worth" means, at any date, the total
assets appearing on the most recently prepared consolidated balance
sheet of Orion and its Subsidiaries as of the end of a fiscal quarter
of the Company, prepared in accordance with generally accepted
accounting principles consistently applied (subject to normal year-end
adjustments and except to the extent an inconsistency results from
compliance with new financial accounting standards with which the
Company's independent public accountants concur), less (a) the total
liabilities appearing on such balance sheet and (b) intangible assets.
For this purpose, "intangible assets" means the value (net of any
applicable reserves), as shown on or reflected in such balance sheet,
of (i) all trade names, trademarks, licenses, patents, copyrights and
goodwill; (ii) organizational and development costs; and (iii)
unamortized debt discount and expense, less unamortized premium; but
(iv) excludes deferred policy acquisition costs and deferred income tax
assets.
For purposes of the Indentures, "Common Stock" means, with respect
to Orion, its common stock, par value $1.00 per share, and with respect
to any Principal Subsidiary, stock of any class, however designated,
except stock which is non-participating beyond fixed dividend and
liquidation preferences and the holders of which have either no voting
rights or limited voting rights entitling them, only in the case of
certain contingencies, to elect less than a majority of the directors
(or persons performing similar functions) of such Principal Subsidiary,
and shall include securities of any class, however designated, which
are convertible into such Common Stock. (Indentures, Section 101)
CONSOLIDATION, MERGER AND SALE OF ASSETS
Orion may not consolidate with or merge into any other Person or
sell its property and assets as, or substantially as, an entirety to
any Person and may not permit any Person to merge into or consolidate
with Orion unless (i) either Orion will be the resulting or surviving
entity or any successor or purchaser is a corporation, partnership or
trust organized under the law of the United States of America, any
State or the District of Columbia, and any such successor or purchaser
expressly assumes Orion's obligations on the Debt Securities under a
supplemental Indenture, (ii) immediately after giving effect to the
transaction no Event of Default shall have occurred and be continuing,
and (iii) certain other conditions are met. (Indentures, Section 801)
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CONVERSION RIGHTS
The terms on which Debt Securities of any series may be
convertible or exchangeable into Common Stock or other securities of
Orion or exchangeable into securities of another corporation will be
set forth in the Prospectus Supplement relating thereto. Such terms
shall include provisions as to whether conversion or exchange is
mandatory, at the option of the holder or at the option of Orion, and
may include provisions pursuant to which the number of shares of Common
Stock or other securities of Orion or the securities of another
corporation as the case may be, to be received by the holders of Debt
Securities would be calculated according to the market price of Common
Stock or other securities of Orion as of a time stated in the
Prospectus Supplement. (Indentures, Article Twelve)
SUBORDINATION OF DEBT SECURITIES
Unless otherwise indicated in the Prospectus Supplement, the
following provisions will apply to the Subordinated Debt Securities.
The Subordinated Debt Securities will, to the extent set forth in
the Subordinated Indenture, be subordinate in right of payment to the
prior payment in full of all Senior Debt, including the Senior Debt
Securities. Upon any payment or distribution of assets to creditors
upon any liquidation, dissolution, winding up, reorganization,
assignment for the benefit of creditors, marshalling of assets or any
bankruptcy, insolvency, debt restructuring or similar proceedings in
connection with any insolvency or bankruptcy proceeding of Orion, the
holders of Senior Debt will first be entitled to receive payment in
full of principal of (and premium, if any) and interest, if any, on
such Senior Debt before the holders of the Subordinated Debt Securities
will be entitled to receive or retain any payment in respect of the
principal of (and premium, if any) or interest, if any, on the
Subordinated Debt Securities. (Subordinated Indenture, Section 1502)
By reason of such subordination, in the event of liquidation or
insolvency, creditors of Orion who are not Holders of Senior Debt may
recover less, ratably, than Holders of Senior Debt and may recover
more, ratably, than the Holders of the Subordinated Debt Securities.
In the event of the acceleration of the maturity of any
Subordinated Debt Securities, the holders of all Senior Debt
outstanding at the time of such acceleration will first be entitled to
receive payment in full of all amounts due thereon (including any
amounts due upon acceleration) before the Holders of the Subordinated
Debt Securities will be entitled to receive any payment upon the
principal of (or premium, if any) or interest, if any, on the
Subordinated Debt Securities. (Subordinated Indenture, Section 1503)
No payments on account of principal (or premium, if any) or
interest, if any, in respect of the Subordinated Debt Securities may be
made if there shall have occurred and be continuing a default in any
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payment with respect to Senior Debt, or an event of default with
respect to any Senior Debt resulting in the acceleration of the
maturity thereof, or if any judicial proceeding shall be pending with
respect to any such default. (Subordinated Indenture, Section 1504)
For purposes of the subordination provisions, the payment, issuance and
delivery of cash, property or securities (other than stock and certain
subordinated securities of Orion) upon conversion of a Subordinated
Debt Security will be deemed to constitute payment on account of the
principal of such Subordinated Debt Security.
"Debt" means (without duplication and without regard to any
portion of principal amount that has not accrued and to any interest
component thereof (whether accrued or imputed) that is not due and
payable) with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent,
(i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses; (iii) every
reimbursement obligation of such Person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the
account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but
excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (v) every capital lease obligation of
such Person; (vi) the maximum fixed redemption or repurchase price of
redeemable stock of such Person at the time of determination; and (vii)
every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of
which, in either case, such Person has guaranteed or is responsible or
liable, directly or indirectly, as obligor or otherwise.
"Senior Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to Orion to
the extent that such claim for post-petition interest is allowed in
such proceeding), on Debt, whether incurred on or prior to the date of
the Subordinated Indenture or thereafter incurred, unless, in the
instrument creating or evidencing the same or pursuant to which the
same is outstanding, it is provided that such obligations are not
superior in right of payment to the Subordinated Debt Securities or to
other Debt which is pari passu with, or subordinated to, the
Subordinated Debt Securities; provided, however, that Senior Debt shall
not be deemed to include (i) the Subordinated Debt Securities or
(ii) the Debt referred to in clause (vi) of the definition of Debt.
The Subordinated Indenture does not limit or prohibit the
incurrence of additional Senior Debt, which may include indebtedness
that is senior to the Subordinated Debt Securities, but subordinate to
other obligations of Orion. The Senior Debt Securities, when issued,
will constitute Senior Debt. The indebtedness under Orion's presently
outstanding Loan Agreement and the indebtedness under its 9 1/8% Senior
Notes also constitute Senior Debt. At June 30, 1994, Senior
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Indebtedness outstanding aggregated approximately $156 million and as
of the date of this Prospectus aggregated approximately $154 million.
See "Description of Debt Securities -- General" and "The Company."
The Prospectus Supplement may further describe the provisions, if
any, applicable to the subordination of the Subordinated Debt
Securities of a particular series.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one
or more Global Securities that will be deposited with a Depositary or
its nominee. In such a case, one or more Global Securities will be
issued in a denomination or aggregate denominations equal to the
portion of the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole or in part for
Debt Securities in definitive registered form, a Global Security may
not be registered for transfer or exchange except as a whole by the
Depositary for such Global Security to a nominee for such Depositary
and except in the circumstances described in the applicable Prospectus
Supplement. (Indentures, Sections 204 and 305)
The specific terms of the depositary arrangement with respect to
any portion of a series of Debt Securities to be represented by a
Global Security and a description of the Depositary will be contained
in the applicable Prospectus Supplement.
THE TRUSTEE
Each Indenture contains limitations on the right of the Trustee,
as a creditor of Orion, to obtain payment of claims in certain cases,
or to realize on certain property received in respect of any such claim
as security or otherwise. In addition, the Trustee may be deemed to
have a conflicting interest and may be required to resign as Trustee if
at the time of a default under the applicable Indenture it is a
creditor of Orion. State Street Bank and Trust Company, an affiliate
of the Trustee under each Indenture, is a lender under the Loan
Agreement. See "The Company." At June 30, 1994, its portion of the
outstanding indebtedness thereunder was approximately $4,650,000.
The applicable Trustee or its affiliates may act as depositary for
funds of, make loans to and perform other services for, or may be a
customer of, the Company in the ordinary course of business.
GOVERNING LAW
The Indentures are governed by and shall be construed in
accordance with the laws of the State of New York, but without regard
to principles of conflicts of laws.
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LIMITATIONS ON PAYMENTS FROM INSURANCE SUBSIDIARIES
As a holding company, Orion is dependent primarily upon dividends,
payments in lieu of taxes and management service fees from its
operating subsidiaries to pay its expenses, including debt service
requirements and dividends to its stockholders. The payment of
dividends and other distributions to Orion by its insurance
subsidiaries is subject to state regulation. No state restricts
dividend payments by Orion to its stockholders.
The ability of the Company's insurance subsidiaries to declare
dividends is governed primarily by the insurance laws of each
subsidiary's state of incorporation. Generally, such laws currently
provide that, unless prior approval is obtained, dividends of a
property and casualty insurance company in any consecutive 12-month
period shall not exceed the greater of its net income for the preceding
calendar year or 10% of its policyholders' surplus as of the preceding
December 31, determined on a statutory accounting basis. Dividends and
distributions by the Company's insurance subsidiaries are also subject
to a requirement that statutory policyholders' surplus be reasonable in
relation to outstanding liabilities and adequate to meet the companies'
financial needs following the declaration of any dividends or
distributions. State insurance regulators have, however, broad
discretionary authority with respect to approving the payment of
dividends by insurance companies. As part of the process of
accreditation by the National Association of Insurance Commissioners,
state insurance regulators have been recommending the adoption of new
state statutory standards for the payment of dividends by insurance
companies without prior approval. Some states have implemented more
restrictive dividend standards. Under current regulations applicable
to the Company, the maximum dividends permitted at December 31, 1993
for the ensuing twelve months, without prior approval, aggregated
$37,373,000. Since it is difficult to predict future levels of
statutory policyholders' surplus or earnings, the amount of dividends
that could be paid in the future without prior approval cannot be
determined at this time.
Reference is made to the full text of the applicable statutes for
their respective terms, and this partial summary is not intended to be
complete.
DESCRIPTION OF CAPITAL STOCK
The following descriptions and the descriptions contained in
"Description of Preferred Stock" and "Description of Common Stock" are
summaries, and reference is herein made to the detailed provisions of
the following documents, instruments and agreements copies of which are
filed as exhibits to the Registration Statement: (i) Orion's Restated
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"); (ii) Orion's By-Laws, as amended (the "By-Laws"); and
(iii) the Rights Agreement dated March 15, 1989 between Orion and
Chemical Bank (successor by merger to Manufacturers Hanover Trust
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Company), as Rights Agent (the "Rights Agreement"), pursuant to which
shares of Series A Junior Participating Preferred Stock ("Junior
Participating Preferred Stock") are issuable in certain circumstances.
See "Description of Common Stock -- Stockholder Preferred Stock
Purchase Rights; Antitakeover Considerations."
Pursuant to the Certificate of Incorporation, the authorized
capital stock of Orion consists of 30,000,000 shares of Common Stock,
par value $1.00 per share, and 5,000,000 shares of Preferred Stock, par
value $1.00 per share.
As of June 30, 1994, there were outstanding: (a) 14,308,486
shares of Common Stock (with the associated rights to purchase shares
of Junior Participating Preferred Stock in certain circumstances
pursuant to the Rights Agreement) and (b) employee stock options to
purchase an aggregate of 278,096 shares of Common Stock (of which
options to purchase an aggregate of 178,312 shares of Common Stock were
exercisable as of such date). As of June 30, 1994, an aggregate of
623,948 shares of Common Stock were reserved for issuance pursuant to
Orion's 1982 Long-Term Performance Incentive Plan.
DESCRIPTION OF PREFERRED STOCK
The following description sets forth certain general terms and
provisions of the Preferred Stock to which any Prospectus Supplement
may relate. Certain other terms and the particular terms of a specific
series of Preferred Stock will be described in the Prospectus
Supplement relating to that series. If so indicated in the Prospectus
Supplement, the terms of any such series may differ from the terms set
forth below. The summary description of certain provisions of the
Preferred Stock set forth below and in any Prospectus Supplement does
not purport to be complete and is subject to and qualified in its
entirety by reference to Orion's Certificate of Incorporation (as it
may be amended from time to time) and the certificate of designation
relating to each such series of Preferred Stock (the "Certificate of
Designation"), which will be filed as an exhibit to or incorporated by
reference in the Registration Statement of which this Prospectus forms
a part at or prior to the time of issuance of such series of the
Preferred Stock.
GENERAL
Under Orion's Certificate of Incorporation, the Board of Directors
is authorized without further stockholder action to issue from time to
time up to 5,000,000 shares of Preferred Stock and to fix and determine
the terms, limitations and relative rights and preferences of any class
of such preferred stock, including, without limitation, any voting
rights thereof, to divide and issue any of the classes of preferred
stock in series, and to fix and determine the variations among series
to the extent permitted by law. Thus, the Board of Directors, without
stockholder approval, could authorize the issuance of preferred stock
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with voting, conversion and other rights that could adversely affect
the voting power (if any) and other rights of other series of the
Preferred Stock. As of the date of this Prospectus, Orion has no
preferred stock outstanding. Orion has authorized 100,000 shares of
the Junior Participating Preferred Stock for issuance upon exercise of
certain preferred share purchase rights associated with each share of
outstanding Common Stock as provided in the Rights Agreement. For
additional information about the Rights Agreement and certain other
considerations, see "Description of Common Stock -- Stockholder
Preferred Stock Purchase Rights; Antitakeover Considerations."
The Preferred Stock shall have the dividend, liquidation,
redemption and voting rights set forth below unless otherwise provided
in the Prospectus Supplement relating to a particular series of
Preferred Stock offered thereby for specific terms, including: (1) the
designation and the number of shares offered; (2) the amount of
liquidation preference per share; (3) the price at which such Preferred
Stock will be issued; (4) the dividend rate (or method of calculation),
the dates on which dividends will be payable, whether such dividends
will be cumulative or noncumulative and, if cumulative, the dates from
which dividends will commence to cumulate; (5) any redemption or
sinking fund provisions; (6) the terms of any rights to convert or
exchange the Preferred Stock into other securities or property of
Orion; (7) whether Orion has elected to offer Depositary Shares (as
defined below); and (8) any additional voting, dividend, liquidation,
redemption, sinking fund and other rights, preferences, privileges,
limitations and restrictions.
As indicated elsewhere herein, because Orion is a holding company,
its rights and the rights of holders of its securities, including the
holders of Preferred Stock, to participate in the distribution of
assets of any subsidiary of Orion upon the latter's liquidation or
recapitalization will be subject to the prior claims of such
subsidiary's creditors and preferred stockholders, except to the extent
Orion may itself be a creditor with recognized claims against such
subsidiary or a holder of preferred stock of such subsidiary. See also
"Description of Debt Securities -- Limitations on Payments by Insurance
Subsidiaries." The Preferred Stock shall with respect to dividend
rights and rights upon winding up and dissolution of Orion rank prior
to the Common Stock.
The Preferred Stock offered hereby will be issued in one or more
series. The holders of Preferred Stock will have no preemptive rights.
Preferred Stock will be fully paid and nonassessable upon issuance
against full payment of the purchase price therefor. Unless otherwise
specified in the Prospectus Supplement relating to a particular series
of Preferred Stock, each series of Preferred Stock offered hereby will
rank on a parity as to dividends and liquidation rights in all respects
with each other series of Preferred Stock (other than the Junior
Participating Preferred Stock). The Prospectus Supplement will
contain, if applicable, a description of certain United States Federal
income tax consequences relating to the purchase and ownership of the
series of Preferred Stock offered by such Prospectus.
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DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to
receive when, as and if declared by the Board of Directors of Orion,
out of funds legally available therefor, cash dividends at such rates
and on such dates as are set forth in the Prospectus Supplement
relating to such series of Preferred Stock. Different series of the
Preferred Stock may be entitled to dividends at different rates or
based upon different methods of determination. Such rate may be fixed
or variable or both. Each such dividend will be payable to the holders
of record as they appear on the stock books of Orion on such record
dates as will be fixed by the Board of Directors of Orion or a duly
authorized committee thereof. Dividends on any series of the Preferred
Stock may be cumulative or noncumulative, as provided in the Prospectus
Supplement relating thereto.
For information about funds available for payment of dividends by
Orion, see "Description of Debt Securities - Limitations on Payments
from Insurance Subsidiaries."
RIGHTS UPON LIQUIDATION
In the event of any voluntary or involuntary liquidation,
dissolution or winding up of Orion, the holders of each series of
Preferred Stock will be entitled to receive out of assets of Orion
available for distribution to stockholders, before any distribution of
assets is made to holders of Common Stock or any other class of stock
ranking junior to such series of the Preferred Stock upon liquidation,
liquidating distributions in the amount set forth in the Prospectus
Supplement relating to such series of Preferred Stock plus an amount
equal to accrued and unpaid dividends for the then current dividend
period and, if such series of the Preferred Stock is cumulative, for
all dividend periods prior thereto, all as set forth in the Prospectus
Supplement with respect to such shares.
REDEMPTION
One or more series of the Preferred Stock may be redeemable, in
whole or in part, at the option of Orion, and may be subject to
mandatory redemption pursuant to a sinking fund, in each case, upon
terms, at the times and at the redemption prices set forth in the
Prospectus Supplement relating to each such series.
CONVERSION
The terms, if any, on which shares of any series of Preferred
Stock are convertible into Common Stock will be set forth in the
Prospectus Supplement relating thereto. Such terms may include
provisions for conversion, either mandatory, at the option of the
holder, or at the option of Orion, in which case the number of shares
of Common Stock to be received by the holders of Preferred Stock would
be calculated as of a time and in the manner stated in the Prospectus
Supplement.
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TRANSFER AGENT AND REGISTRAR
The transfer agent, registrar and dividend disbursement agent for
the Preferred Stock will be designated in the applicable Prospectus
Supplement. The registrar for shares of Preferred Stock will send
notices to stockholders of any meetings at which holders of the
Preferred Stock have the right to elect directors of the Company or to
vote on any other matter.
VOTING RIGHTS
The holders of Preferred Stock of a series offered hereby will not
have any voting rights except as indicated in the Prospectus Supplement
relating to such series of Preferred Stock or as required by applicable
law.
DEPOSITARY SHARES
GENERAL. Orion may, at its option, elect to offer receipts for
fractional interests ("Depositary Shares") in Preferred Stock, rather
than full shares of Preferred Stock. In such event, receipts
("Depositary Receipts") for Depositary Shares, each of which will
represent a fraction (to be set forth in the Prospectus Supplement
relating to a particular series of Preferred Stock) of a share of a
particular series of Preferred Stock, will be issued as described
below.
The shares of any series of Preferred Stock represented by
Depositary Shares will be deposited under a Deposit Agreement (the
"Deposit Agreement") between Orion and a depositary to be named by
Orion in a Prospectus Supplement (the "Depositary"). Subject to the
terms of the Deposit Agreement, each owner of a Depositary Share will
be entitled, in proportion to the applicable fraction of a share of
Preferred Stock represented by such Depositary Share, to all the rights
and preferences of the Preferred Stock represented thereby (including
dividend, voting, redemption, subscription and liquidation rights).
The following summary of certain provisions of the Deposit Agreement
does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all the provisions of the Deposit
Agreement, including the definitions therein of certain terms.
Whenever particular sections of the Deposit Agreement are referred to,
it is intended that such sections shall be incorporated herein by
reference. Copies of the forms of Deposit Agreement and Depositary
Receipt will be filed or incorporated by reference as exhibits to the
Registration Statement of which this Prospectus is a part, and the
following summary is qualified in its entirety by reference to such
exhibits.
DIVIDENDS AND OTHER DISTRIBUTIONS. The Depositary will distribute
all cash dividends or other cash distributions received in respect of
the Preferred Stock to the record holders of Depositary Shares relating
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to such Preferred Stock in proportion to the numbers of such Depositary
Shares owned by such holders.
In the event of a distribution other than in cash, the Depositary
will distribute property received by it to the record holders of
Depositary Shares in an equitable manner, unless the Depositary
determines that it is not feasible to make such distribution, in which
case the Depositary may sell such property and distribute the net
proceeds from such sale to such holders.
REDEMPTION OF DEPOSITARY SHARES. If a series of Preferred Stock
represented by Depositary Shares is subject to redemption, the
Depositary Shares will be redeemed from the proceeds received by the
Depositary resulting from the redemption, in whole or in part, of such
series of Preferred Stock held by the Depositary. The redemption price
per Depositary Share will be equal to the applicable fraction of the
redemption price per share payable with respect to such series of the
Preferred Stock. Whenever Orion redeems shares of Preferred Stock held
by the Depositary, the Depositary will redeem as of the same redemption
date the number of Depositary Shares representing shares of Preferred
Stock so redeemed. If fewer than all the Depositary Shares are to be
redeemed, the Depositary Shares to be redeemed will be selected by lot,
pro rata or by any other equitable method as may be determined by the
Depositary.
VOTING THE PREFERRED STOCK. Upon receipt of notice of any meeting
at which the holders of the Preferred Stock are entitled to vote, the
Depositary will mail the information contained in such notice of
meeting to the record holders of the Depositary Shares relating to such
Preferred Stock. Each record holder of such Depositary Shares on the
record date (which will be the same date as the record date for the
Preferred Stock) will be entitled to instruct the Depositary as to the
exercise of the voting rights pertaining to the amount of the Preferred
Stock represented by such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the amount of the
Preferred Stock represented by such Depositary Shares in accordance
with such instructions, and Orion will agree to take all reasonable
action which may be deemed necessary by the Depositary in order to
enable the Depositary to do so. The Depositary will abstain from
voting shares of the Preferred Stock to the extent it does not receive
specific instructions from the holder of Depositary Shares representing
such Preferred Stock.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT. The form of
Depositary Receipt evidencing the Depositary Shares and any provision
of the Deposit Agreement may at any time be amended by agreement
between Orion and the Depositary. However, any amendment which
materially and adversely alters the rights of the holders of Depositary
Shares will not be effective unless such amendment has been approved by
the holders of at least a majority of the Depositary Shares then
outstanding. The Deposit Agreement will only terminate if (i) all
outstanding Depositary Shares have been redeemed or (ii) there has been
a final distribution in respect of the Preferred Stock, including in
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connection with any liquidation, dissolution or winding up of Orion and
such distribution has been distributed to the holders of Depositary
Receipts.
RESIGNATION AND REMOVAL OF DEPOSITARY. The Depositary may resign
at any time by delivering to Orion notice of its election to do so, and
Orion may at any time remove the Depositary, any such resignation or
removal to take effect upon the appointment of a successor Depositary
and its acceptance of such appointment. Such successor Depositary must
be appointed within 60 days after delivery of the notice of resignation
or removal and must be a bank or trust company having its principal
office in the United States and having a combined capital and surplus
of at least $50,000,000.
CHARGES OF DEPOSITARY. Orion will pay all transfer and other
taxes and governmental charges arising solely from the existence of the
depositary arrangements. Orion will pay charges of the Depositary in
connection with the initial deposit of the Preferred Stock and issuance
of Depositary Receipts, all withdrawals of shares of Preferred Stock by
owners of Depositary Shares and any redemption of the Preferred Stock.
Holders of Depositary Receipts will pay other transfer and other taxes
and governmental charges and such other charges as are expressly
provided in the Deposit Agreement to be for their accounts.
MISCELLANEOUS. The Depositary will forward all reports and
communications from Orion which are delivered to the Depositary and
which Orion is required or otherwise determines to furnish to the
holders of the Preferred Stock.
Neither the Depositary nor Orion will be liable under the Deposit
Agreement to holders of Depositary Receipts other than for its gross
negligence, willful misconduct or bad faith. Neither Orion nor the
Depositary will be obligated to prosecute or defend any legal
proceeding in respect of any Depositary Shares or Preferred Stock
unless satisfactory indemnity is furnished. Orion and the Depositary
may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting Preferred Stock for deposit,
holders of Depositary Receipts or other persons believed to be
competent and on documents believed to be genuine.
DESCRIPTION OF COMMON STOCK
GENERAL
Subject to the rights of the holders of any shares of Orion's
Preferred Stock which may at the time be outstanding, holders of Common
Stock are entitled to such dividends as the Board of Directors may
declare out of funds legally available therefor. The holders of Common
Stock will possess exclusive voting rights in the Company, except to
the extent the Board of Directors specifies voting power with respect
to any Preferred Stock which may be issued, and except as may be
required pursuant to the Delaware General Corporation Law. Holders of
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Common Stock are entitled to one vote for each share of Common Stock on
all matters on which stockholders are entitled to vote, including the
election of directors, except as otherwise provided by law. There is
no classification of the Board of Directors, and stockholders are not
entitled to cumulate votes in the election of directors. In the event
of liquidation, dissolution or winding up of Orion, the holders of
Common Stock are entitled to receive, after payment of all of Orion's
debts and liabilities and of all sums to which holders of any Preferred
Stock may be entitled, the distribution of any remaining assets of
Orion. Holders of the Common Stock will not be entitled to preemptive
rights with respect to any shares which may be issued. All issued and
outstanding shares of Common Stock are validly issued, fully paid and
non-assessable. Any shares of Common Stock sold hereunder will be
fully paid and nonassessable. The Common Stock is listed on the New
York Stock Exchange under the symbol "OC." See also "Description of
Debt Securities -- Limitations on Payments by Insurance Subsidiaries."
CERTAIN RESTRICTIONS
Orion is subject to state laws regulating insurance holding
companies. Most states have enacted legislation or adopted
administrative regulations affecting insurance holding companies and
the acquisition of control of insurance companies. Most states require
administrative approval of the acquisition of 10% or more of the
outstanding voting securities of an insurance company incorporated in
the state or the acquisition of 10% or more of the voting securities of
an insurance holding company whose insurance subsidiary is incorporated
in the state. The acquisition of 10% of such shares (which would
include securities (including warrants) convertible into voting
securities or options, proxies or other agreements representing rights
to vote such shares) is deemed to be the acquisition of "control" for
the purpose of most holding company statutes and requires not only the
filing of detailed information concerning the acquiring parties and the
plan of acquisition but also administrative approval prior to the
acquisition. See also "Description of Debt Securities -- Limitations
on Payments from Insurance Subsidiaries." Reference is made to the
full text of the applicable statutes for their respective terms, and
this partial summary is not intended to be complete.
STOCKHOLDER PREFERRED STOCK PURCHASE RIGHTS; ANTITAKEOVER
CONSIDERATIONS
In March 1989, the Board of Directors of Orion declared a dividend
distribution of one preferred stock purchase right (the "Rights") on
each outstanding share of Common Stock and entered into the Rights
Agreement with respect to the Rights. The Rights attach to each share
of Common Stock subsequently issued, prior to the time the rights
become exercisable, expire or are redeemed. The Rights have been
adjusted as a result of the two 5-for-4 stock splits to 64% of a Right
on a share of Common Stock. See "The Company." The Rights are
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designed to assure stockholders that they will receive equitable
treatment in the event of a proposed takeover.
Under the Rights Agreement, each holder of a Right is entitled to
buy one hundredth of a share of Junior Participating Preferred Stock.
The Rights will be exercisable if an acquiror gains a 20% or greater
beneficial ownership interest in Common Stock by either a purchase, a
tender offer or an exchange offer. If an acquiror gains such 20% or
greater beneficial ownership other than on fair and favorable terms to
all stockholders, each Right not owned by such acquiror will enable the
holder to purchase, at an initial exercise price of $80, Common Stock
(or other consideration in some circumstances) having a value of twice
the Right's exercise price. In addition, if, following the acquisition
of 20% or more of its Common Stock, Orion is involved in a merger or
other business combination transaction in which common shares are
changed or converted, or Orion sells 50% or more of its assets, each
Right that has not previously been exercised will entitle its holder to
purchase, at the Right's then current exercise price, common shares of
such other company having a value of twice the Rights exercise price.
Orion will generally be entitled to redeem the Rights at $.01 per Right
at any time until, unless otherwise extended, the 10th day following
public announcement that 20% or more of its outstanding Common Stock is
to be acquired by any person.
The Common Stock offered hereby will be entitled to the benefit of
the Rights and the certificates representing such shares of Common
Stock will contain a notation incorporating the Rights Agreement by
reference. The Rights trade with and are evidenced by the Common Stock
until they become exercisable.
Orion's By-Laws include a provision requiring written notice with
respect to the nomination of a person for election as a director (other
than a person nominated at the direction of the Board), as well as the
submission of a proposal (other than a proposal submitted at the
direction of the Board), at a meeting of stockholders containing
certain information and compliance with certain procedural steps.
Pursuant to the Certificate of Incorporation, the Board of
Directors, without stockholder approval, could authorize the issuance
of preferred stock with voting, conversion and other rights that could
adversely affect the voting power and other rights of holders of Common
Stock or other series of preferred stock or that could have the effect
of delaying, deferring or preventing a change in control of Orion.
Orion could issue a class or classes of preferred stock the provisions
of which would not protect the holders thereof with respect to
redemption premiums in the event of certain mergers or other changes of
control or not provide the holders thereof an opportunity to vote as a
class with respect to certain changes of control.
Orion is a Delaware corporation and is subject to the provisions
of Section 203 ("Business Combinations with Interested Stockholders")
of the Delaware General Corporation Law, which prohibits, subject to
various conditions, certain business combination transactions (defined
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broadly to include mergers, consolidations, sales or other dispositions
of assets having an aggregate value in excess of 10% of the
consolidated assets of the corporation and certain other transactions)
between a Delaware corporation subject to Section 203 and an
"interested stockholder" (as defined below) for a period of three years
following the date the interested stockholder acquired its stock,
unless (i) the business combination is approved by the corporation's
board of directors prior to the date the interested stockholder
acquired shares; (ii) the interested stockholder acquired at least 85%
of the voting stock of the corporation in the transaction in which it
became an interested stockholder; or (iii) the business combination is
approved by a majority of the board of directors and by the affirmative
vote of two-thirds of the votes entitled to be cast by disinterested
stockholders at an annual or special meeting. An "interested
stockholder" is defined as a person who, together with any affiliates
and/or associates of such person, beneficially owns, directly or
indirectly, 15% or more of the outstanding voting shares of such a
Delaware corporation. Reference is made to the full text of the
statute for its entire terms and the partial summary contained in this
Prospectus is not intended to be complete.
Certain of the provisions described above may have antitakeover
effects and tend to support incumbent management or have the effect of
discouraging transactions involving actual or potential change in
control of Orion. Management is not aware of any attempt to acquire
the Company.
TRANSFER AGENT
The Transfer Agent and Registrar for the Common Stock is Chemical
Bank, New York, New York.
DESCRIPTION OF WARRANTS
GENERAL
Orion may issue Warrants to purchase Debt Securities ("Debt
Warrants"), Preferred Stock or Common Stock. Warrants may be issued
independently or together with any such securities of Orion and may be
attached to or separate from such securities of Orion. The Warrants
are to be issued under the warrant agreement with respect to Debt
Warrants ("Debt Warrant Agreement") and the warrant agreement with
respect to warrants for Common Stock and Preferred Stock (the "Stock
Warrant Agreement") (each a "Warrant Agreement" and collectively, the
"Warrant Agreements") to be entered into between Orion and a bank or
trust company, as warrant agent (the "Warrant Agent"), all as shall be
set forth in the Prospectus Supplement relating to Warrants being
offered pursuant thereto. Copies of the form of Stock Warrant and Debt
Warrant Agreements, including the form of warrant certificates (the
"Warrant Certificates") representing the Warrants, are filed as
exhibits to the Registration Statement of which this Prospectus is a
part. The following summaries of certain provisions of the forms of
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Warrant Agreements and Warrant Certificates do not purport to be
complete and are subject to and qualified in their entirety by
reference to all provisions of the Stock Warrant and Debt Warrant
Agreements and Certificates.
MODIFICATIONS
The Warrant Agreements and the terms of the Warrants may be
amended by Orion and the Warrant Agent, without the consent of the
holders thereof, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision
contain therein, or in any other manner which Orion may deem necessary
or desirable and which will not materially and adversely affect the
interests of such holders.
Orion and the Warrant Agent also may modify or amend certain other
terms of the Warrant Agreements and the Warrants with the consent of
the holders of not less than a majority in number of the then
outstanding unexercised Warrants affected. However, no such
modification or amendment may be made without the consent of the
holders affected thereby if such proposed amendment would (i) shorten
the period of time during which the Warrants may be exercised; (ii)
otherwise materially and adversely affect the exercise rights of the
holders of the Warrants; or (iii) reduce the number of outstanding
Warrants.
MERGER, CONSOLIDATION, SALE OR OTHER DISPOSITIONS
If at any time there shall be a merger, consolidation, sale,
transfer, conveyance or other disposition of substantially all of the
assets of Orion, then the successor or assuming corporation shall
succeed to and be substituted for Orion in, and Orion will be relieved
of any further obligation under, the Warrant Agreements or the
Warrants.
ENFORCEABILITY OF RIGHTS BY HOLDERS
The Warrant Agent will act solely as an agent of Orion in
connection with the issuance and exercise of any Warrants. The Warrant
Agent shall have no duty or responsibility in case of any default by
Orion in the performance of its obligations under the Warrant
Agreements or the Warrant Certificates. Each holder of Warrants may,
without the consent of the Warrant Agent, enforce by appropriate legal
action, on its own behalf, its right to exercise such Warrants.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of
Debt Warrants offered thereby, the Warrant Agreement relating to such
Debt Warrants and the Warrant Certificates representing such Debt
Warrants, including the following: (1) the title of such Debt
Warrants; (2) the Debt Securities of Orion for which such Debt Warrants
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are exercisable; (3) the aggregate number of such Debt Warrants;
(4) the principal amount of Debt Securities purchasable upon exercise
of each Debt Warrant, and the price or prices at which such Debt
Warrants will be issued; (5) the procedures and conditions relating to
the exercise of such Debt Warrants; (6) the designation and terms of
any related Debt Securities of Orion with which such Debt Warrants are
issued, and the number of such Debt Warrants issued with each such Debt
Security; (7) the date, if any, on and after which such Debt Warrants
and the related securities of Orion will be separately transferable;
(8) the date on which the right to exercise such Debt Warrants shall
commence, and the date on which such right shall expire; (9) the
maximum or minimum number of such Debt Warrants which may be exercised
at any time; (10) a discussion of material United States Federal income
tax considerations, if any; (11) any other terms of such Debt Warrants
and terms, procedures and limitations relating to the exercise of such
Debt Warrants; and (12) the terms of the securities of Orion
purchasable upon exercise of such Debt Warrants.
Debt Warrant certificates will be exchanged for new Debt Warrant
certificates of different denominations and Debt Warrants may be
exercised at the corporate trust office of the Warrant Agent or any
other office indicated in the Prospectus Supplement. Prior to the
exercise of their Debt Warrants, holders of Debt Warrants exercisable
for Debt Securities will not have any of the rights of holders of the
Debt Securities purchasable upon such exercise and will not be entitled
to payments of principal (or premium, if any) or interest, if any, on
the Debt Securities purchasable upon such exercise. The denomination
of any Warrants will be in U.S. currency.
WARRANTS FOR PREFERRED STOCK
Orion may issue Warrants for Preferred Stock. The applicable
Prospectus Supplement will describe the following terms of any such
Warrants in respect of which this Prospectus is being delivered: (1)
the title of such Warrants; (2) the Preferred Stock of Orion described
herein or in a Prospectus Supplement hereto, for which such Warrants
are exercisable; (3) the price or prices at which such Warrants will be
issued; (4) the designation and terms of the Preferred Stock with which
such Warrants are issued, and the number of such Warrants issued with
each such share of Preferred Stock; (5) if applicable, the date on and
after which such Warrants and the related Preferred Stock will be
separately transferable; (6) if applicable, a discussion of material
federal income tax considerations; and (7) any other terms of such
Warrants, including terms, procedures and limitations relating to the
exchange and exercise of such Warrants. The Prospectus Supplement will
also disclose the amount of Securities called for by such Warrants, and
if applicable, the amount of Warrants outstanding. Prior to the
exercise of their Warrants for shares of Preferred Stock , holders of
such Warrants will not have any rights of holders of the Preferred
Stock purchasable upon such exercise and will not be entitled to
dividend payments, if any, or voting rights of the Preferred Stock
purchasable upon such exercise. The applicable Prospectus Supplement
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will provide information, as the case may be, of provisions for any
change in the exercise price, as well as the expiration date of such
Warrants and the kind, frequency and timing of any notice to be given.
WARRANTS FOR COMMON STOCK
Orion may issue Warrants for Common Stock. The applicable
Prospectus Supplement will describe the following terms of any such
Warrants in respect of which this Prospectus is being delivered: (1)
the title of such Warrants; (2) the Common Stock of Orion described
herein or in a Prospectus Supplement hereto, for which such Warrants
are exercisable; (3) the price or prices at which such Warrants will be
issued; (4) the number of such Warrants issued with each such share of
Common Stock; (5) if applicable, the date on and after which such
Warrants and the related Common Stock will be separately transferable;
(6) if applicable, a discussion of material federal income tax
considerations; and (7) any other terms of such Warrants, including
terms, procedures and limitations relating to the exchange and exercise
of such Warrants. The Prospectus Supplement will also disclose the
amount of Common Stock called for by such Warrants, and if applicable,
the amount of Warrants outstanding. Prior to the exercise of their
Warrants for shares of Common Stock, holders of such Warrants will not
have any rights of holders of the Common Stock purchasable upon such
exercise and will not be entitled to dividend payments, if any, or
voting rights of the Common Stock purchasable upon such exercise. The
applicable Prospectus Supplement will provide information, as the case
may be, of provisions for any change in the exercise price, as well as
the expiration date of such Warrants and the kind, frequency and timing
of any notice to be given.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder of Warrants to purchase for
cash such principal amount or such number of securities of Orion at
such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the Prospectus Supplement relating to the
Warrants offered thereby. Warrants may be exercised as set forth in
the Prospectus Supplement relating to the Warrants offered thereby at
any time up to the close of business on the expiration date set forth
in such Prospectus Supplement. After the close of business on the
expiration date (or such later expiration date as may be extended by
Orion), unexercised Warrants will become void.
Upon receipt of payment and the Warrant Certificate properly
completed and duly executed at the corporate trust office of the
Warrant Agent or any other office indicated in the Prospectus
Supplement, Orion will, as soon as practicable, forward the securities
purchasable upon such exercise. If less than all of the Warrants
represented by such Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining Warrants.
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PLAN OF DISTRIBUTION
Orion may sell Securities to one or more underwriters for public
offering and sale by them, and also may sell Securities directly to
investors or to other purchasers or through agents. Any such
underwriter or agent involved in the offer and sale of the Securities
will be named in an applicable Prospectus Supplement.
The distribution of the Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may
be changed, or at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices.
Sales of Common Stock offered hereby may be effected from time to
time in one or more transactions on the New York Stock Exchange or in
negotiated transactions or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at other negotiated prices. In connection
with distributions of Common Stock or otherwise, Orion may enter into
hedging transactions with broker-dealers in connection with which such
broker-dealers may sell Common Stock registered hereunder in the course
of hedging through short sales the positions they assume with Orion.
In connection with the sale of Securities, underwriters or agents
may receive compensation from Orion or from purchasers of Securities
for whom they may act as agents in the form of discounts, concessions
or commissions. Underwriters may sell Securities to or through
dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or
commissions from the purchasers for whom they may act as agents.
Underwriters, dealers and agents that participate in the distribution
of Securities may be deemed to be underwriters, and any discounts or
commissions received by them from Orion and any profit on the resale of
Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act. Any such underwriter or agent
will be identified, and any such compensation received from Orion will
be described, in the Prospectus Supplement.
Under agreements which may be entered into by Orion, underwriters
and agents who participate in the distribution of Securities may be
entitled to indemnification by Orion against any contribution toward
certain civil liabilities, including liabilities under the Securities
Act, and to reimbursement by Orion for certain expenses.
If so indicated in the Prospectus Supplement, Orion will authorize
underwriters or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase Securities from Orion
pursuant to contracts providing for payment and delivery on a future
date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by Orion.
-36-
The obligations of any purchaser under any such contract will be
subject to the condition that the purchase of the Securities shall not
at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject. The underwriters and
such other agents will not have any responsibility in respect of the
validity or performance of such contracts.
Certain of the underwriters or agents and their associates may be
customers of, engage in transactions with and perform services for
Orion in the ordinary course of business.
The Securities may or may not be listed on a national securities
exchange or a foreign securities exchange (other than the Common Stock,
which is listed on the New York Stock Exchange). Any Common Stock sold
pursuant to a Prospectus Supplement will be listed on the New York
Stock Exchange, subject to official notice of issuance. No assurances
can be given that there will be an active trading market for the
Securities.
VALIDITY OF SECURITIES
The legal validity of the Securities offered hereby will be passed
upon for the Company by Donovan Leisure Newton & Irvine, New York, New
York, and for any underwriters or agents by counsel to be named in the
appropriate Prospectus Supplement.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this Prospectus by reference from
Orion's Annual Reports on Form 10-K and the financial statements of
Guaranty National incorporated therein have been audited by Deloitte &
Touche, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing. The reports of Deloitte & Touche
on the December 31, 1993 consolidated financial statements and
schedules of Orion and the December 31, 1993 financial statements of
Guaranty National refer to a change in 1993 in accounting for
postretirement benefits, accounting for income taxes, accounting for
reinsurance and accounting for investments to conform to four new
accounting standards required under generally accepted accounting
principles.
With respect to the unaudited interim information which is
incorporated herein by reference, Deloitte & Touche have applied
limited procedures in accordance with professional standards for a
review of such information. However, as stated in their reports
included in Orion's Quarterly Reports on Form 10-Q and incorporated by
reference herein, they did not audit and they do not express an opinion
on such interim financial information. Accordingly, the degree of
-37-
reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte
& Touche are not subject to the liability provisions of Section 11 of
the Securities Act for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within
the meaning of Sections 7 and 11 of the Securities Act.
-38-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the registrant's expenses with the
issuance and distribution of the securities being registered. Except
for the SEC Registration Fee, all amounts shown are estimates:
Securities and Exchange Commission filing fee $34,483
Printing and engraving fees and expenses 50,000
Accounting fees and expenses 50,000
Legal fees and expenses 125,000
Blue sky fees and expenses 15,000
Trustees', Depositary's and Warrant
Agent's Fees and Expenses 15,000
Rating Agency fees 75,000
Miscellaneous 25,000
--------
TOTAL $389,483
--------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The registrant is a Delaware corporation. Reference is made to
Section 145 of the Delaware General Corporation Law as to indemnifica-
tion by the Registrant of its officers and directors. The general
effect of such law is to empower a corporation to indemnify any of its
officers and directors against certain expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with
certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful.
Article VII of the Registrant's Restated Certificate of
Incorporation, as amended (which Restated Certificate of Incorporation
is incorporated by reference as Exhibit 4.1 to this Registration
Statement) and Article IX of the Registrant's By-Laws, as amended
(which By-Laws are incorporated by reference to Exhibit 4.2 to this
Registration Statement), provide for the indemnification of the
Registrant's officers and directors in accordance with the Delaware
General Corporation Law, and include, as permitted by the Delaware
General Corporation Law, certain limitations on the potential personal
liability of members of the Registrant's Board of Directors for
II-1
monetary damages as a result of actions taken in their capacity as
Board members. The Registrant has entered into indemnification
agreements (approved by its stockholders) with each of its directors
and senior officers which, among other things, contractually confirm
the indemnity provided under the Registrant's Restated Certificate of
Incorporation, its By-Laws and the Delaware General Corporation Law.
The directors and officers of the Registrant are covered by
insurance policies indemnifying them against certain liabilities
arising under the Securities Act, which might be incurred by them in
such capacities.
The form(s) of proposed Underwriting Agreement(s) filed as Exhibit
1 hereto may include provisions relating to indemnification and
contribution for the benefit of the Underwriters for any offering made
hereby and may also contain provisions relating to the indemnification
of directors and officers of the Registrant against certain
liabilities, including liabilities under the Securities Act.
II-2
<PAGE>
ITEM 16. EXHIBITS
(a)
1 Proposed form(s) of Underwriting Agreement(s).*
4.1 Restated Certificate of Incorporation of the Registrant, as
amended on June 3, 1993 (incorporated by reference to Exhibit
3(i) to the Registrant's Annual Report on Form 10-K for 1993).
4.2 By-Laws, as amended on May 7, 1993 (incorporated by reference to
the Registrant's Annual Report on Form 10-K for 1993).
4.3 Certificate of Designation, Preferences and Rights of Series A
Junior Participation Preferred Stock of the Registrant, dated
March 23, 1989 (incorporated by reference to Exhibit 4(xi) to
the Registrant's Annual Report on Form 10-K for 1988).
4.4 Certificate of Designation, Preferences and Rights of Preferred
Stock to be offered hereunder, together with form of Preferred
Stock certificate.*
4.5 Specimen certificate representing shares of the Registrant's
Common Stock (proof of March 27, 1989) (incorporated by
reference to Exhibit 4(xii) to the Registrant's Annual Report on
Form 10-K for 1988).
4.6 Rights Agreement dated as of March 15, 1989 between Orion
Capital Corporation and Chemical Bank (formerly Manufacturers
Hanover Trust Company), Rights Agent (incorporated by reference
to Registrant's Form 8-A filed on March 28, 1989).
4.7 Indenture, dated as of September 8, 1992, between Orion Capital
Corporation and Shawmut Bank Connecticut, National Association
(formerly The Connecticut National Bank), as Trustee of the
9 1/8% Senior Notes due September 1, 2002 (incorporated by
reference to Exhibit 4(v) to Registrant's Annual Report on Form
10-K for 1992).
4.8 Specimen certificate representing Orion Capital Corporation's
9 1/8% Senior Notes (incorporated by reference to Exhibit 4(vi)
to Registrant's Annual Report on Form 10-K for 1992).
4.9 Form of Indenture for Senior Debt Securities between the
Registrant and State Street Bank and Trust Company of
Connecticut, National Association, as Trustee.
[FN]
--------------------
* To be filed by amendment or by a report on Form 8-K pursuant to
Item 601 of Regulation S-K.
Previously filed.
II-3
4.10 Form of Indenture for Subordinated Debt Securities between the
Registrant and State Street Bank and Trust Company of
Connecticut, National Association, as Trustee.
4.11 Form of Stock Warrant Agreement, together with form of Preferred
Stock and Common Stock Warrant.*
4.12 Form of Debt Warrant Agreement, together with form of Warrant.*
4.13 Form of Deposit Agreement, together with form of Depositary
Receipt.*
5 Opinion and Consent of Donovan Leisure Newton & Irvine.
12 Statement of Computation of Ratios of Earnings to Fixed Charges
and Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
15 Letter in Lieu of Consent of Deloitte & Touche re Unaudited
Interim Financial Information.
19 Reserve information from Guaranty National Corporation's 1993
10-K (incorporated by reference to pages 11-14 of Guaranty
National Corporation's Annual Report on Form 10-K for 1993,
Commission file number 1-10861).
23.1 Consent of Donovan Leisure Newton & Irvine (See Exhibit 5).
23.2 Consents of Deloitte & Touche.
24 Powers of Attorney.
25.1 Form T-1: Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of State Street Bank and Trust
Company of Connecticut, National Association, as Trustee under
the Indenture for Subordinated Debt Securities.
25.2 Form T-1: Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of State Street Bank and Trust
Company of Connecticut, National Association, as Trustee for
Senior Debt Securities.
28 Information from reports furnished to state insurance regulatory
authorities (incorporated by reference to Exhibit 28 to
Registrant's Annual Report on Form 10-K for 1993).
[FN]
--------------------
* To be filed by amendment or by a report on Form 8-K pursuant to
Item 601 of Regulation S-K.
Previously filed.
II-4
<PAGE>
ITEM 17. UNDERTAKINGS
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, unless the information required
to be included in such post-effective amendment is contained in
periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement, unless the information required to
be included in such post-effective amendment is contained in periodic
reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Incorporation of Subsequent Exchange Act Documents.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended,
each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934), that
is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-5
(c) Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(d) Rule 430A.
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Amendment No. 3 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City
of New York, State of New York, on the 10th day of August, 1994.
ORION CAPITAL CORPORATION
By *
---------------------------
Alan R. Gruber
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board August 10, 1994
----------------------- (Principal Executive
Alan R. Gruber and Financial Officer)
* Vice President and August 10, 1994
----------------------- Controller (Principal
Daniel L. Barry Accounting Officer)
* Director August 10, 1994
-----------------------
Bertram J. Cohn
* Director August 10, 1994
-----------------------
John C. Colman
* Director August 10, 1994
-----------------------
Larry D. Hollen
II-7
* Director August 10, 1994
-----------------------
Robert H. Jeffrey
* Director August 10, 1994
-----------------------
Warren R. Lyons
* Director August 10, 1994
-----------------------
James K. McWilliams
* Director August 10, 1994
-----------------------
Ronald W. Moore
* Director August 10, 1994
-----------------------
Donald Reich
* Director August 10, 1994
-----------------------
Robert B. Sanborn
* Director August 10, 1994
-----------------------
William J. Shepherd
* Director August 10, 1994
-----------------------
John R. Thorne
* Director August 10, 1994
-----------------------
Roger B. Ware
II-8
* Pursuant to Power of
Attorney:
By:
----------------------
Name: Michael P. Maloney
Title: Vice President, General Counsel and Secretary
Attorney-in-Fact
August 10, 1994
II-9
<PAGE>
Exhibit Index
Exhibits Page
(a)
1 Proposed form(s) of Underwriting Agreement(s).*
4.1 Restated Certificate of Incorporation of
the Registrant, as amended on June 3, 1993
(incorporated by reference to Exhibit 3(i)
to the Registrant's Annual Report on
Form 10-K for 1993).
4.2 By-Laws, as amended on May 7, 1993
(incorporated by reference to the
Registrant's Annual Report on Form 10-K
for 1993).
4.3 Certificate of Designation, Preferences
and Rights of Series A Junior Participation
Preferred Stock of the Registrant, dated
March 23, 1989 (incorporated by reference
to Exhibit 4(xi) to the Registrant's Annual
Report on Form 10-K for 1988).
4.4 Certificate of Designation, Preferences
and Rights of Preferred Stock to be
offered hereunder, together with form of
Preferred Stock certificate.*
4.5 Specimen certificate representing shares
of the Registrant's Common Stock (proof of
March 27, 1989) (incorporated by reference
to Exhibit 4(xii) to the Registrant's Annual
Report on Form 10-K for 1988).
4.6 Rights Agreement dated as of March 15,
1989 between Orion Capital Corporation and
Chemical Bank (formerly Manufacturers Hanover
Trust Company), Rights Agent (incorporated
by reference to Registrant's Form 8-A filed
on March 28, 1989).
[FN]
--------------------
* To be filed by amendment or by a report on Form 8-K pursuant to
Item 601 of Regulation S-K.
Previously filed.
<PAGE>
Exhibit Index
Exhibits Page
4.7 Indenture, dated as of September 8, 1992,
between Orion Capital Corporation and
Shawmut Bank Connecticut, National Association
(formerly The Connecticut National Bank),
as Trustee of the 9 1/8% Senior Notes due
September 1, 2002 (incorporated by reference
to Exhibit 4(v) to Registrant's Annual Report
on Form 10-K for 1992).
4.8 Specimen certificate representing Orion
Capital Corporation's 9 1/8% Senior Notes
(incorporated by reference to Exhibit 4(vi)
to Registrant's Annual Report on Form 10-K
for 1992).
4.9 Form of Indenture for Senior Debt Securities
between the Registrant and State Street Bank
and Trust Company of Connecticut, National
Association, as Trustee.
4.10 Form of Indenture for Subordinated Debt
Securities between the Registrant and State
Street Bank and Trust Company of Connecticut,
National Association, as Trustee.
4.11 Form of Stock Warrant Agreement, together with
form of Preferred Stock and Common Stock
Warrant*
4.12 Form of Debt Warrant Agreement, together with
form of Warrant.*
4.13 Form of Deposit Agreement, together with form
of Depositary Receipt.*
5 Opinion and Consent of Donovan Leisure Newton
& Irvine.
[FN]
--------------------
* To be filed by amendment or by a report on Form 8-K pursuant to
Item 601 of Regulation S-K.
Previously filed.
<PAGE>
Exhibit Index
Exhibits Page
12 Statement of Computation of Ratios of Earnings
to Fixed Charges and Earnings to Combined
Fixed Charges and Preferred Stock Dividends.
15 Letter in Lieu of Consent of Deloitte & Touche
re Unaudited Interim Financial Information.
19 Reserve information from Guaranty National
Corporation's 1993 10-K (incorporated by
reference to pages 11-14 of Guaranty National
Corporation's Annual Report on Form 10-K for
1993, Commission file number 1-10861).
23.1 Consent of Donovan Leisure Newton & Irvine
(See Exhibit 5).
23.2 Consents of Deloitte & Touche.
24 Powers of Attorney.
25.1 Form T-1: Statement of Eligibility and
Qualification under the Trust Indenture Act
of 1939 of State Street Bank and Trust
Company of Connecticut, National Association,
as Trustee under the Indenture for Subordinated
Debt Securities.
25.2 Form T-1: Statement of Eligibility and
Qualification under the Trust Indenture Act
of 1939 of State Street Bank and Trust Company
of Connecticut, National Association, as
Trustee for Senior Debt Securities.
28 Information from reports furnished to state
insurance regulatory authorities (incorporated
by reference to Exhibit 28 to Registrant's
Annual Report on Form 10-K for 1993).
[FN]
--------------------
Previously filed.
<PAGE>
EXHIBIT 12
<PAGE>
EXHIBIT 12
<TABLE>
<CAPTION>
STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
Six
Months Year Ended December 31,
Ended ---------------------------------------
1994 1993 1992 1991 1990 1989
-------- ------- ------- ------- ------- -------
(000s omitted except for ratios and percentages)
<S> <C> <C> <C> <C> <C> <C>
Earnings before equity in
earnings of affliaites,
federal income taxes,
cumulative effect of
adoption of new accounting
principles and extra-
ordinary item.............. $26,121 $63,118 $36,720 $44,862 $26,802 $32,800
Dividends from affiliates.... 1,656 3,135 3,072 - - -
Fixed charges deducted from
earnings................... 8,865 17,280 17,007 20,837 24,737 22,825
------- ------- ------- ------- ------- -------
Earnings available for payment
of fixed charges........... $36,642 $83,533 $56,799 $65,699 $51,539 $55,625
======= ======= ======= ======= ======= =======
Fixed charges:
Interest expense........... $ 6,892 $13,288 $12,932 $16,330 $19,964 $18,058
Portion of rent deemed to
be interest.............. 1,973 3,992 4,075 4,507 4,773 4,767
------- ------- ------- ------- ------- -------
Total fixed charges........ $ 8,865 $17,280 $17,007 $20,837 $24,737 $22,825
======= ======= ======= ======= ======= =======
Ratio of earnings to fixed
charges.................... 4.13 4.83 3.34 3.15 2.08 2.44
==== ==== ==== ==== ==== ====
Preferred stock dividends.... $ - $ 409 $ 6,358 $ 7,276 $ 7,469 $ 7,781
Effective tax rate ......... 23.1% 21.4% 2.0% 3.0% 5.0% 7.5%
======= ======= ======= ======= ======= =======
Earnings required for
preferred stock dividends.. $ - $ 520 $ 6,488 $ 7,501 $ 7,862 $ 8,412
======= ======= ======= ======= ======= =======
Earnings available for
payment of fixed charges
and preferred stock
dividend requirements...... $36,642 $84,053 $63,287 $73,200 $59,401 $64,037
======= ======= ======= ======= ======= =======
Combined fixed charges and
preferred stock dividend
requirements............... $ 8,865 $17,800 $23,495 $28,338 $32,599 $31,237
======= ======= ======= ======= ======= =======
Ratio of earnings to
combined fixed charges
and preferred stock
dividends.................. 4.13 4.72 2.69 2.58 1.82 2.05
==== ==== ==== ==== ==== ====
</TABLE>
<PAGE>
EXHIBIT 15
<PAGE>
August 9, 1994
Orion Capital Corporation
30 Rockefeller Plaza
New York, New York
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Orion Capital Corporation and
subsidiaries for the periods ended March 31, 1994 and 1993 and June 30,
1993 and 1994, as indicated in our reports dated April 25, 1994 and
August 1, 1994, respectively; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our reports referred to above, which were included in
your Quarterly Report on Form 10-Q for the quarters ended March 31,
1994 and June 30, 1994, are incorporated by reference in this Amendment
No. 3 to Registration Statement No. 33-53759.
We are also aware that the aforementioned reports, pursuant to Rule
436(c) under the Securities Act, are not considered a part of the
Registration Statement prepared or certified by an accountant or a
report prepared or certified by an accountant within the meaning of
Sections 7 and 11 of that Act.
/s/ Deloitte & Touche
---------------------
Hartford, Connecticut
<PAGE>
EXHIBIT 23.2
<PAGE>
INDEPENDENT AUDITORS' CONSENTS
We consent to the incorporation by reference in this Amendment No. 3 to
Registration Statement No. 33-53579 of Orion Capital Corporation on
Form S-3 of our reports dated February 22, 1994 and April 15, 1994
appearing in the Annual Report on Form 10-K of Orion Capital
Corporation for the year ended December 31, 1993, as amended by Form
10-K/A dated April 28, 1994 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche
---------------------
Hartford, Connecticut
August 9, 1994
We consent to the incorporation by reference in this Amendment No. 3 to
Registration Statement No. 33-53579 of Orion Capital Corporation on
Form S-3 of our report dated February 21, 1994 appearing in the Annual
Report on Form 10-K of Guaranty National Corporation for the year
ended December 31, 1993 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche
---------------------
Denver, Colorado
August 9, 1994
