<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
Registration No. 33-53759
INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS SUBJECT TO
COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
AND DECLARED EFFECTIVE. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS
TO BUY BE ACCEPTED PRIOR TO THE TIME THAT A FINAL PROSPECTUS SUPPLEMENT
IS DELIVERED. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
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.
SUBJECT TO COMPLETION, DATED JULY 10, 1995
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 12, 1994)
[ORION LOGO]
$100,000,000
ORION CAPITAL CORPORATION
% Senior Notes due 2005
---------------------------
Interest Payable January and July
---------------------------
The Notes will mature on July , 2005 and are not redeemable prior to
maturity. Interest on the Notes is payable on January and July of each year,
commencing January , 1996. See "Description of the Notes."
The Notes will be represented by one or more global registered certificates
(the "Global Security"), registered in the name of a nominee of The Depository
Trust Company, as Depositary (the "Depositary"). Ownership of interests in the
Global Security will be shown on, and the transfer thereof will be effected only
through, records maintained by the Depositary or its nominee for such Global
Security and on the records of participants. Except as otherwise described under
"Description of the Notes--Book-Entry System" below, owners of beneficial
interests in the Global Security will not be entitled to receive Notes in
definitive form and will not be considered the holders thereof. Settlement for
the Notes will be made in immediately available funds. The Notes will trade in
the Depositary's Same-Day Funds Settlement System until maturity, and secondary
market trading activity for the Notes will therefore settle in immediately
available funds. All payments of principal and interest will be made in
immediately available funds. See "Description of the Notes--Same-Day Settlement
and Payment."
---------------------------
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Price to Underwriting Proceeds to
Public (1) Discount(2) Company(1)(3)
- -------------------------------------------------------------------------------------------------
Per Note........................... % % %
- -------------------------------------------------------------------------------------------------
Total.............................. $ $ $
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from , 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $ .
---------------------------
The Notes offered by this Prospectus Supplement are offered by the
Underwriters subject to prior sale, withdrawal, cancellation or modification of
the offer without notice, to delivery to and acceptance by the Underwriters and
to certain further conditions. It is expected that delivery of the Notes will be
made in book-entry form through the facilities of the Depositary, against
payment therefor in immediately available funds, on or about July , 1995.
---------------------------
LEHMAN BROTHERS
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MERRILL LYNCH & CO.
July , 1995
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
Orion Capital Corporation ("Orion" or the "Company") is a property and
casualty insurance holding company incorporated under the laws of the State of
Delaware in 1960. 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 specialty
insurance lines, particularly specialty workers compensation insurance for
selected businesses, professional insurance for architects and engineers,
assumed reinsurance and other specialty property and casualty insurance
programs. Orion also participates in the nonstandard commercial and personal
automobile insurance business through its 46% interest in Guaranty National
Corporation ("Guaranty National") and in certain international trade and
transportation insurance coverages through its 20% interest in Intercargo
Corporation.
Orion's principal executive offices are located at 600 Fifth Avenue, New
York, New York 10020-2302, and its telephone number is (212) 332-8080. The home
offices of its wholly-owned insurance subsidiaries are located at 9 Farm Springs
Drive, Farmington, Connecticut 06032-2569.
RECENT DEVELOPMENTS
At March 31, 1995, the Company had total assets of $2.2 billion and total
stockholders' equity of $402.5 million. For the three months ended March 31,
1995, net earnings after taxes were $17.1 million, compared to $13.2 million for
the first quarter of 1994, on total revenues of $201.8 million and $188.7
million, respectively.
On June 30, 1995, Orion acquired Wm. H. McGee & Co., Inc. ("McGee") from
Sun Alliance USA Inc. ("Sun") for $22 million in cash. McGee is an underwriting
management company that manages insurance underwriting pools specializing in
ocean marine, inland marine and property insurance coverages. McGee operates
through 20 offices in the U.S. and three offices in Canada. McGee's total
revenues for 1994 were approximately $29 million. Although purchase accounting
adjustments have not been finalized, the Company expects to record a significant
portion of the purchase price as goodwill. McGee has been in business for 108
years and Orion's largest insurance subsidiary, Security Insurance Company of
Hartford, is the longest-standing continuous member of McGee's underwriting
pool, having joined in 1894. Net premiums underwritten by McGee on behalf of the
pool members during 1994 were approximately $90 million. The acquisition
agreement provides that Orion's pool participation, through one or more of its
subsidiaries, will increase from its 1994 level of 7% to approximately half of
the pool's volume by 1997.
On April 26, 1995, Guaranty National entered into a Stock Purchase
Agreement with Talegen Holdings, Inc., a Xerox Financial Services company, to
acquire Viking Insurance Holdings, Inc. ("Viking") for a total consideration of
$102.7 million, subject to certain purchase price adjustments. Viking is the
parent company of Viking Insurance Company of Wisconsin, which specializes in
providing nonstandard private passenger automobile insurance. Viking writes
insurance in 18 states; the states with the largest premium volume in 1994 were
California, Washington, Texas and Wisconsin. Subject to receipt of regulatory
approvals, the acquisition is expected to close by August 1995.
S-2
<PAGE> 3
RATIO OF EARNINGS TO
FIXED CHARGES
The following table sets forth the historical ratio of earnings to fixed
charges for the periods indicated:
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, ------------------------------------
1995 1994 1993 1992 1991 1990
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............... 5.33 4.58 4.83 3.34 3.15 2.08
</TABLE>
For purposes of computing the ratio of earnings to fixed charges,
"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.
USE OF PROCEEDS
The net proceeds to Orion from the sale of the Notes offered hereby are
estimated to be approximately $ million of which approximately $46.5
million will be used to repay all of the outstanding indebtedness under Orion's
Loan Agreement with a bank syndicate (the "Loan Agreement"). Borrowings under
the Loan Agreement had a weighted average interest rate of 7.15% per annum at
March 31, 1995. The balance of the net proceeds will be used for general
corporate purposes.
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as "Offered Debt Securities") supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of the Debt Securities and Senior Debt Securities
set forth in the Prospectus, to which description reference is hereby made.
GENERAL
The Notes offered hereby are issued under the Senior Indenture (as
supplemented by a supplemental indenture with respect to the Notes, being
referred to herein as the "Indenture") and are limited to an aggregate principal
amount of $100,000,000. The Notes will bear interest from July , 1995, at
the annual rate of %, payable semiannually on January and July of each
year, and at maturity, commencing January , 1996, to the person in whose name
the Notes are registered at the close of business on the last day of the month
preceding such interest payment date. See "Book-Entry System." The Notes will
mature on July , 2005. The Notes may not be redeemed prior to maturity and
will not be subject to any sinking fund.
The Notes will constitute unsecured and unsubordinated indebtedness of
Orion and will rank on a parity with its other unsecured and unsubordinated
indebtedness. Orion is a holding company and, accordingly, the Notes will be
effectively subordinated to all existing and future indebtedness of Orion's
operating subsidiaries. See "Description of Debt Securities--General" in the
accompanying Prospectus.
As of the date of this Prospectus Supplement, the Principal Subsidiaries
(as defined in the accompanying Prospectus) are Security Insurance Company of
Hartford and The Connecticut Indemnity Company.
BOOK-ENTRY SYSTEM
The Notes will be represented by one or more global securities (the "Global
Security"). The Global Security will be deposited with, or on behalf of, The
Depository Trust Company (the "Depositary") and registered in the name of a
nominee of the Depositary. Except under circumstances described below, the Notes
will not be issuable in definitive form.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve
S-3
<PAGE> 4
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered under the Securities
Exchange Act of 1934. The Depositary was created to hold securities of its
participants and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need
for physical movement of securities certificates. The Depositary's participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, some of which (and/or their
representatives) own the Depositary. Access to the Depositary's book-entry
system is also available to others such as securities brokers and dealers, banks
and trust companies that clear through or maintain a custodial relationship with
a participant, either directly or indirectly.
Upon the issuance of the Global Security, the Depositary will credit on its
book-entry registration and transfer system the accounts of persons designated
by the Underwriters with the respective principal amounts of the Notes
represented by the Global Security. Ownership of beneficial interests in the
Global Security will be limited to persons that have accounts with the
Depositary or its nominee ("participants") or persons that may hold interests
through participants. Ownership of beneficial interests in the Global Security
will be shown on, and the transfer of that ownership will be effected only
through, records maintained by the Depositary or its nominee (with respect to
interests of persons other than participants) and on the records of participants
(with respect to interests of persons other than participants). The laws of some
states require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such laws may impair the
ability to transfer beneficial interests in the Global Security.
So long as the Depositary or its nominee is the registered owner of the
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by the Global
Security for all purposes under the Indenture. Except as provided below, owners
of beneficial interests in the Global Security will not be entitled to have
Notes represented by the Global Security registered in their names, will not
receive or be entitled to receive physical delivery of Notes in definitive form
and will not be considered the owners or holders thereof under the Indenture.
Principal and interest payments on Notes registered in the name of the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security. None of the
Company, the Trustee, any paying agent or the registrar for the Notes will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in the Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
The Company expects that the Depositary for the Notes or its nominee, upon
receipt of any payment of principal or interest, will credit immediately
participant's accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary or its nominee. The Company also
expects that payments by participants to owners of beneficial interests in the
Global Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of such participants.
If the Depositary is at any time unwilling or unable to continue as
Depositary and a successor Depositary is not appointed by the Company within 90
days, the Company will issue Notes in definitive form in exchange for the entire
Global Security. In addition, the Company may at any time and in its sole
discretion determine not to have the Notes represented by a Global Security and,
in such event, will issue Notes in definitive form in exchange for the entire
Global Security. In any such instance, an owner of a beneficial interest in the
Global Security will be entitled to physical delivery in definitive form of
Notes represented by the Global Security equal in principal amount to such
beneficial interest and to have such Notes registered in its name. Notes so
issued in definitive form will be issued as registered Notes, without coupons,
in denominations of $1,000 and integral multiples thereof, unless otherwise
specified by the Company.
S-4
<PAGE> 5
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available funds. All payments of principal and interest will be made by the
Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading activity in the Notes will therefore be required by
the Depositary to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.
UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and each
of the Underwriters has severally agreed to purchase from the Company, the
principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITERS OF NOTES
------------------------------------------------------ -----------
<S> <C>
Lehman Brothers Inc................................... $
Donaldson, Lufkin & Jenrette Securities Corporation...
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................
-----------
Total.................................... $100,000,000
===========
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of . % of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
. % of the principal amount of the Notes to certain brokers and dealers.
After the Notes are released for sale to the public, the offering price and
other selling terms may from time to time be changed.
The Notes are a new issue of securities with no established trading market.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the several Underwriters that they
presently intend to make a market in the Notes but are not obligated to do so
and may discontinue market making at any time without notice. No assurance can
be given as to the liquidity of the trading market for the Notes.
In the ordinary course of their respective businesses, the Underwriters
named above and certain of their affiliates have provided, and may in the future
provide, certain investment banking services to the Company.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
LEGAL MATTERS
The validity of the Notes offered hereby will be passed upon for the
Company by Donovan Leisure Newton & Irvine, New York, New York, and for the
Underwriters by Skadden, Arps, Slate, Meagher & Flom, New York, New York.
Skadden, Arps, Slate, Meagher & Flom also acts as special counsel to the Company
in connection with certain matters.
S-5
<PAGE> 6
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in the 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 LLP, 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 LLP, on the December 31, 1994 consolidated
financial statements and schedules of Orion and the December 31, 1994 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 LLP, 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 reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte & Touche
LLP 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.
S-6
<PAGE> 7
PROSPECTUS
[ORION 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
material U.S. federal income tax considerations, if applicable to the Securities
offered.
------------------------
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 12, 1994.
<PAGE> 8
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.
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.
2
<PAGE> 9
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 of Form 10-K for the fiscal year ended December
31, 1993, as amended by Amendment No. 1 of 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. As of August 1994, Orion held, through wholly-owned
subsidiaries, slightly less than 50% of Guaranty 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, 600 FIFTH AVENUE, NEW YORK, NEW YORK 10020-2302, TELEPHONE NUMBER
(212) 332-8080.
3
<PAGE> 10
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
interest in Guaranty National, which interest, as of August 1994, was slightly
less than 50%. 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 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.
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.
4
<PAGE> 11
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of earnings to fixed
charges and of earnings to combined fixed charges and preferred stock dividends
for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED DECEMBER 31,
JUNE 30, -----------------------------------------
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. 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.
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
5
<PAGE> 12
under "Subordination of Debt Securities" and in the Prospectus Supplement
applicable to an offering of Subordinated Debt Securities.
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 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. Material U.S. 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
6
<PAGE> 13
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
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. So long as the 9 1/8%
Senior Notes are outstanding, Senior Debt Securities issued under the Senior
Indenture will be entitled to be equally and ratably secured with the 9 1/8%
Senior Notes at any time when those notes are, in turn, entitled to be equally
and ratably secured.
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 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
7
<PAGE> 14
any Principal Subsidiary in the payment at final maturity of outstanding
indebtedness for borrowed money in a principal amount in excess of $20,000,000
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 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
8
<PAGE> 15
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 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 "Subordination of 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 Debt Securities"),
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 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
9
<PAGE> 16
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) in the first
sentence of the preceding paragraph. 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)
LIMITATION ON LIENS
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 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,
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further that (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 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)
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)
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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 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
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<PAGE> 19
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 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.
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
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<PAGE> 20
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
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.
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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 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." Unless otherwise specified in the Prospectus Supplement relating
to a particular series of Preferred Stock, 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 a
description of certain material U.S. federal income tax consequences relating to
the purchase and ownership of the series of Preferred Stock offered by such
Prospectus.
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.
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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.
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 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
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<PAGE> 23
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 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 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.
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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
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 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 nonassessable. 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. Such statutory provisions may
make it difficult to acquire control of Orion or to control the direction of its
management whether through the exercise of proxies or otherwise. See also
"Description of Debt Securities -- Limitations on Payments from Insurance
Subsidiar-
18
<PAGE> 25
ies." 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 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, 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 Right's 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 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
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<PAGE> 26
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 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
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<PAGE> 27
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 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 U.S. federal income tax
considerations, if any, including with respect to the exercise, expiration and
sale of such Debt Warrants; (11) any other terms of such Debt Warrants,
including terms, procedures and limitations relating to the exchange and
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) a discussion of material U.S. federal income tax
considerations, if any, including with respect to the exercise, expiration and
sale of such Warrants; 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 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
21
<PAGE> 28
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) a discussion of material U.S. federal
income tax considerations, if any, including with respect to the exercise,
expiration and sale of such Warrants; 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.
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.
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<PAGE> 29
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. 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 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 LLP, 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 LLP 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 LLP 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 reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied. Deloitte & Touche
LLP 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.
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NO DEALER, SALESMAN OR OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS OR THE
ACCOMPANYING PROSPECTUS SUPPLEMENT AND,
IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY AGENT OR UNDERWRITER. THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED HEREBY IN
ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE HEREUNDER OR THEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company.............................. S-2
Recent Developments...................... S-2
Ratio of Earnings to Fixed Charges....... S-3
Use of Proceeds.......................... S-3
Description of the Notes................. S-3
Underwriting............................. S-5
Legal Matters............................ S-5
Experts.................................. S-6
PROSPECTUS
Available Information.................... 2
Incorporation of Certain Documents by
Reference.............................. 3
The Company.............................. 4
Use of Proceeds.......................... 4
Ratio of Earnings to Fixed Charges....... 5
Description of Debt Securities........... 5
Description of Capital Stock............. 14
Description of Preferred Stock........... 14
Description of Common Stock.............. 18
Description of Warrants.................. 20
Plan of Distribution..................... 22
Validity of Securities................... 23
Experts.................................. 23
</TABLE>
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[ORION LOGO]
$100,000,000
ORION CAPITAL
CORPORATION
% NOTES DUE 2005
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PROSPECTUS SUPPLEMENT
July , 1995
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LEHMAN BROTHERS
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
MERRILL LYNCH & CO.
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