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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
(Amendment No. 9)
Rogers Corporation
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(Name of Issuer)
Capital Stock, $1.00 par value
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(Title of class of securities)
77513310
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(CUSIP Number)
Michael P. Maloney, Esq.
Vice President, General Counsel and Secretary
Orion Capital Corporation
600 Fifth Avenue
New York, New York 10020
(212) 332-8080
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(Name, address and telephone number of person authorized to
receive notices and communications)
Copies of all notices and communications should be sent to:
John J. McCann, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York l0112
May 4, 1995
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(Date of event which requires filing of this statement)
If filing person has previously filed a statement on Schedule l3G
to report the acquisition which is the subject of this statement
and is filing this statement because of Rule l3d-l(b) (3) or (4),
check the following:
Check the following box if a fee is being paid with this
statement: []
(Continued on following pages)
Page l of 8 Pages
Exhibit Index Appears on Page 7
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CUSIP No. 77513310
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1) Names of Reporting Persons (a) Orion Capital Corporation
S.S. or IRS Identification IRS No. 95-6069054
Nos. of Above Persons (b) Security Reinsurance
Company
IRS No. 06-1008792
(c) Security Insurance Company
of Hartford
IRS No. 06-0529570
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2) Check the Appropriate Box if (a)
a Member of a Group (b) X
(c) X
(See Instructions)
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3) SEC Use Only
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4) Source of Funds (a) AF
(See Instructions) (b) WC
(c) WC
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5) Check if Disclosure of Legal
Proceedings are Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of (a) Delaware
Organization (b) Connecticut
(c) Connecticut
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(7) Sole Voting
Number Power 157,800
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive
Each Reporting Power 157,800
Person With (l0) Shared Dispositive
Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 157,800
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12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
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13) Percent of Class Represented
by Amount in Row (11) 4.5%
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14) Type of Reporting Person (a) CO, HC
(See Instructions) (b) CO, IC
(c) CO, IC
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Item 1. Security and Issuer.
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This statement relates to the Capital Stock, $1.00 par value
(the "Capital Stock"), of Rogers Corporation ("Rogers"). The
principal executive offices of Rogers are located at One
Technology Drive, Rogers, CT 06263.
Item 2. Identity and Background.
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This statement is filed by Orion Capital Corporation
("Orion"), a Delaware corporation with its principal executive
offices at 600 Fifth Avenue, New York, New York 10020-2302 and
two of its wholly-owned subsidiaries: Security Reinsurance Company
("Security Re"), a Connecticut corporation; and Security Insurance
Company of Hartford ("SICH"), a Connecticut corporation. The
principal offices of Security Re and SICH are located at 9 Farm
Springs Drive, Farmington, Connecticut 06032. Orion owns,
directly or indirectly, all of the outstanding capital stock of
Security Re and SICH. SICH underwrites and sells most types of
property and casualty insurance with an emphasis on commercial
insurance in specialized markets; Security Re is a reinsurance
company.
This statement amends Items 2, 5 and 6 of the Schedule 13D
dated October 24, 1989, as amended by Amendment No. 1 dated August
7, 1990, by Amendment No. 2 dated September 17, 1990, by Amendment
No. 3 dated January 20, 1992, by Amendment No. 4 dated January 21,
1992, by Amendment No. 5 dated April 23, 1993, by Amendment No. 6
dated May 3, 1994, by Amendment No. 7 dated December 19, 1994, and
by Amendment No. 8 dated April 12, 1995, each filed with the
Commission by Orion and certain of its subsidiaries, by revising
such items in accordance with the information contained herein.
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Item 5. Interest in Securities of Issuer.
---------------------------------
According to Rogers' 1994 Annual Report, there were 3,522,461
shares of Rogers Capital Stock issued and outstanding as of
January 1, 1995. Security Re owns 157,800 shares in the aggregate
or approximately 4.5% of Rogers' Capital Stock. Orion may
continue to be deemed the beneficial owner of all 157,800 shares
of Rogers Capital Stock owned by Security Re. Since April 12,
1995, Security Re sold a total of 21,000 shares of Rogers Capital
Stock on the dates and at the prices set forth in Exhibit A
hereto. All of the shares sold by Security Re were sold in open
market transactions on the American Stock Exchange.
Security Re has sole power to vote and dispose of its shares
of Rogers Capital Stock; decisions with respect to acquisitions,
voting and dispositions are made by the Investment Committee of
Security Re, a majority of whose members are officers and/or
directors of Orion. Orion's voting control of Security Re enables
Orion ultimately to direct the acquisition, voting and disposition
of the shares of Rogers Capital Stock held by Security Re.
Except as set forth above, or to the extent that the officers
and directors of Orion and Security Re may be deemed to
"beneficially own" shares of Rogers Capital Stock by reason of
their voting power or investment power with respect to the shares
owned by Security Re, no officer or director of Orion or Security
Re beneficially owns, or has the right to acquire, directly or
indirectly, any shares of Rogers Capital Stock or has effected any
transaction in shares of Rogers Capital Stock since April 12,
1995.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
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In accordance with a letter agreement dated May 26, 1995
between SICH and Rogers, on June 1, 1995 Rogers paid the sum of
$2,723,750 to SICH, which amount represented payment in full of
all principal outstanding ($2,500,000) on Rogers' 10.50% Senior
Note due October 1, 1998 (the "Note"), $43,750 in accrued but
unpaid interest through June 1, 1995, and $180,000 to compensate
SICH for the satisfaction in full of the outstanding Note prior to
the scheduled maturity thereof.
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Signatures
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
ORION CAPITAL CORPORATION
By: /s/Raymond J. Schuyler
---------------------------------
Raymond J.Schuyler
Vice President - Investments
SECURITY INSURANCE COMPANY
OF HARTFORD
SECURITY REINSURANCE COMPANY
By: /s/Raymond J. Schuyler
---------------------------------
Raymond J. Schuyler
Senior Vice President
Dated: June 13, 1995
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EXHIBIT INDEX
EXHIBIT PAGE
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A List of sales of Rogers Capital 8
Stock by Security Re
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EXHIBIT A
Sales of Rogers Capital Stock by Security Re
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Number Price Per Share
Date of Shares (net of commission)
---- ---------- -------------------
4/13/95 2,000 $ 55.19
5/4/95 2,000 55.56
5/4/95 2,000 55.69
5/4/95 4,000 55.94
5/4/95 2,000 56.19
5/4/95 2,000 56.44
5/4//95 2,000 56.69
5/4/95 2,000 56.94
5/4/95 1,700 55.44
5/10/95 1,300 57.19
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