As filed with the Securities and Exchange Commission on June 2, 1995
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ORION CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 95-6069054
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 Fifth Avenue, New York, New York 10020-2302
(Address of Principal Executive Offices) (Zip Code)
Orion Capital Corporation
1994 Stock Option Plan for Non-Employee Directors
(Full Title of Plan)
Michael P. Maloney
Vice President, General Counsel and Secretary
Orion Capital Corporation
600 Fifth Avenue
New York, New York 10020-2302
(Name and Address of Agent for Service)
(212) 332-8080
(Telephone Number, Including Area Code, of Agent for Service)
-----------------------------------------
COPY TO:
John J. McCann, Esq.
Donovan Leisure & Irvine
30 Rockefeller Plaza
New York, New York 10112-0156
(212) 632-3000
---------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
be Registered Registered(1) Share(2) Price Fee
- ------------------------------------------------------------------------------
Common Stock, $1.00 100,000 $38.50 $3,850,000 $1,328
par value per Share
- ------------------------------------------------------------------------------
<PAGE>
(1) The 100,000 shares of Common Stock being registered hereby will be issuable
from time to time by Orion Capital Corporation (the "Company") to individuals
exercising options under the Company's 1994 Stock Option Plan for Non-Employee
Directors. In addition to the 100,000 shares of Common stock indicated above,
pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of shares of Common Stock which may be issuable as a result of anti-
dilution adjustments made under the 1994 Stock Option Plan for Non-Employee
Directors and pursuant to the Company's stockholder rights plan.
(2) The maximum offering price per share used to calculate the registration fee
with respect to the 100,000 shares of Common Stock issuable under the 1994 Stock
Option Plan for Non-Employee Directors was estimated pursuant to Rule 457(h)
under the Securities Act using the average of the high and low prices per share
of the Common Stock reported on the New York Stock Exchange on June 1, 1995.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
-----------------------------------------------------
Pursuant to Rule 428(b)(1) under the Securities Act, the documents
containing the information specified in Part I of Form S-8 will be sent or
given to each participant in the Orion Capital Corporation 1994 Stock Option
Plan for Non-Employee Directors (the "Plan"). These documents and the
documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II hereof, taken together, constitute the Section 10(a)
Prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
---------------------------------------------------
Item 3. Incorporation of Documents by Reference
----------------------------------------
The documents listed below are incorporated by reference herein, and all
documents subsequently filed by Orion Capital Corporation ("Registrant")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained
in this Registration Statement or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference 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 Registration Statement.
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1995.
(c) The description of Registrant's Common Stock and its preferred stock
purchase rights associated with the Common Stock, contained in its
registration statement filed pursuant to Section 12 of the
Exchange Act and any amendment or report filed for the purposes of
updating those descriptions.
2
<PAGE>
The consolidated financial statements and schedules of the Registrant
included in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference.
Item 6. Indemnification of Directors and Officers
------------------------------------------
Article IX of Registrant's By-Laws requires indemnification of
Registrant's directors and officers to the full extent permitted by the
Delaware General Corporation Law (the "Law") and provides for the advancement
of defense expenses provided the director or officer agrees to repay the
advance if it is ultimately determined that he is not entitled to
indemnification. Article IX also provides that the indemnification provided
by the By-Laws is not exclusive. Section 145(a) of the Law provides in
general that a corporation may indemnify anyone who is or may be a party to
a legal proceeding by reason of his service as a director or officer against
expenses, adjustments, fines and settlement payments actually and reasonably
incurred if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, as to any
criminal proceeding,had no reasonable cause to believe his conduct was
unlawful. Section 145(b) of the Law provides similarly where the proceeding
is by or in the right of the corporation to procure a judgement in its favor.
Section 145(g) of the Law allows a corporation to maintain insurance on behalf
of any officer or director against any liability incurred by him in such
capacity, whether or not the corporation would have the power to indemnify him
against such liability under the Law. Registrant maintains such directors and
officers liability insurance coverage.
Each of Registrant's directors has entered into an indemnity agreement
with Registrant which (i) confirms the indemnity set forth in the By-laws and
gives assurances that such indemnity will continue to be provided despite any
By-law changes and (ii) provides, subject to certain conditions, that the
director shall be indemnified to the fullest possible extent permitted by law
against all expenses, judgements, fines and settlement amounts incurred or
paid by him in any proceeding.
As permitted by Section 102(b)(7) of the Law, Article VII of Registrant's
Certificate of Incorporation eliminates personal liability of any director to
Registrant and its stockholders for breach of the director's fiduciary duty
of care, except where the director has breached his duty of loyalty, acted in
bad faith, engaged in intentional or knowing misconduct, negligently or
willfully declared an improper dividend or effected an unlawful stock
repurchase or redemption, or obtained an improper personal benefit.
3
<PAGE>
Item 8. Exhibits
--------
4.0 Orion Capital Corporation 1994 Stock Option Plan for Non-Employee
Directors
5.0 Opinion of Donovan Leisure Newton & Irvine
15.0 Letter in Lieu of Consent of Deloitte & Touche LLP
23.1 Consents of Deloitte & Touche LLP
23.2 Consent of Donovan Leisure Newton & Irvine (incorporated in
Exhibit 5)
24.0 Power of Attorney of Signatories
Item 9. Undertakings
-------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(ii) do not apply
-------- -------
if the Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
4
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in such
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 2nd day of
June, 1995.
ORION CAPITAL CORPORATION
By: /s/ Alan R. Gruber
-----------------------
Alan R. Gruber
Chairman and
Chief Executive Officer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated:
Signature Title Date
- --------- ----- ----
/s/ Alan R. Gruber
- ------------------
Alan R. Gruber Chairman and Chief June 2, 1995
Executive Officer
(Principal Executive
and Financial Officer)
and Director
*
- -----------------
Daniel L. Barry Vice President and June 2, 1995
Controller (Principal
Accounting Officer)
*
- -----------------
John C. Colman Director June 2, 1995
*
- ------------------ Director June 2, 1995
Larry D. Hollen
*
- ------------------
Robert H. Jeffrey Director June 2, 1995
*
- -----------------
Warren R. Lyons Director June 2, 1995
*
- -----------------
Ronald W. Moore Director June 2, 1995
6
<PAGE>
*
- -----------------
Robert B. Sanborn Director June 2, 1995
*
- ---------------
William J. Shepherd Director June 2, 1995
*
- ------------------
John R. Thorne Director June 2, 1995
*
- ------------------
Roger B. Ware Director June 2, 1995
*Pursuant to Power of Attorney:
By: Michael P. Maloney
------------------
Name: Michael P. Maloney
Title: Vice President, General Counsel
and Secretary
Attorney-in-Fact
June 2, 1995
7
EXHIBIT 4.0
ORION CAPITAL CORPORATION
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose The purpose of the Orion Capital Corporation 1994 Stock
Option Plan for Non-Employee directors (the "Plan") is to promote the
interests of Orion Capital Corporation (the "Company") and its stockholders
by strengthening the Company's ability to attract and retain the services of
experienced and knowledgeable non-employee directors and by encouraging such
directors to acquire an increased proprietary interest in the Company.
2. Shares Subject to the Plan Subject to adjustment as provided in
Article 7, the total number of shares of common stock (the "Common Stock") of
the Company for which options may be granted under the Plan shall be 100,000
shares of Common Stock (the "Shares"). The Shares shall be shares currently
authorized but unissued or currently held or subsequently acquired by the
Company as treasury shares, including shares purchased in the open market or
in private transactions. If any option granted under the Plan expires or
terminates for any reason without having been exercised in full, the Shares
subject to, but not delivered under, such options may become available for
that grant of other options under the Plan. No shares delivered to the
Company in full or partial payment of an option exercise price payable
pursuant to Section 6.3 shall become available for the grant of other options
under the Plan.
3. Administration of the Plan The Plan shall be administered by the
Compensation Committee of the Company's Board of Directors (the "Committee"),
subject to Articles 10 and 11. Subject to the terms of the Plan, the
Committee shall have the power to construe the provisions of the Plan, to
determine all questions arising thereunder, and to adopt and amend such rules
and regulations for administering the Plan as the Committee deems desirable.
4. Participation in the Plan Each member of the Company's Board of
Directors (a "Director") who is not otherwise an employee of the Company or
any subsidiary of the Company (an "Eligible Director") shall be eligible to
participate in the Plan.
5. Nonstatutory Stock Options all options granted under the Plan shall
be nonstatutory options not intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended.
6. Option Terms Each option granted to an Eligible Director under the
Plan and the issuance of Shares thereunder shall be subject to the following
terms:
6.1 Option Agreements. Each option granted under the Plan shall be
evidenced by an option agreement (an "Agreement") duly executed on behalf of
the Company and by the Eligible Director to whom such option is granted and
dated as of the applicable date of grant. Each Agreement shall be signed on
behalf of the Company by an officer or officers delegated such authority by
the Committee using either manual or facsimile signature. Each Agreement
shall comply with and be subject to the terms and conditions of the Plan. Any
Agreement may contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Committee.
<PAGE>
6.2 Option Grant Size and Grant dates.
6.2.1 Initial Grants. An option to purchase 5,000 Shares as
adjusted pursuant to Article 7 (an "Initial Grant") shall be granted to
a. each Director who is an Eligible Director on the Effective Date
(as hereinafter defined), and
b. each other Eligible Director immediately following the Annual
Meeting at which such Director is first elected to be a Director or at the
close of business on the day upon which such Eligible Director is first
appointed by the Board to be a Director, whichever first occurs; provided,
that if an Eligible Director who previously received an Initial Grant
terminates service as a Director and is subsequently elected or appointed
to the Board, such Director shall not be eligible to receive a second Initial
Grant, but shall be eligible to receive only Annual Grants as provided in
Section 6.2.2.
6.2.2 Annual Grants. An option to purchase 1,000 Shares as adjusted
pursuant to Article 7 (an "Annual Grant"), shall be granted automatically each
year, immediately following the Annual Meeting, to each Director who is an
Eligible Director at such time.
6.3 Option Exercise Price. Each Agreement shall state the exercise price
per share of the shares of Common Stock to which it relates. The exercise
price per share of Common Stock subject to an option shall not be less than
100% of the fair market value ("Fair Market Value") per share of such Common
Stock at the close of business on the day of the grant of the option. For
purposes of this Plan, Fair Market Value on any date shall be the closing
price per share of Common Stock on such date as reported on the New York Stock
Exchange composite tape.
6.4 Exercisability. Subject to Section 6.7, an option shall become
exercisable on the first anniversary of the day on which such option was
granted, if the optionee has continued to serve as a Director until that day.
6.5 Time and Manner of Option Exercise. Any vested and exercisable
option is exercisable in whole or in part at any time or from time to time
during the term of the option period by giving written notice, signed by the
person exercising the option, to the Company stating the number of Shares with
respect to which the option is being exercised, accompanied by payment in full
of the option exercise price for the number of Shares to be purchased and by
the payment or making provision satisfactory to the Company for the payment
of any taxes which the Company is obligated to collect with respect to the
issue or transfer of the Shares upon such exercise. The date both such notice
and payment are received by the office of the Secretary of the Company shall
be the date of exercise for the stock option as to such number of Shares. No
option may at any time be exercised with respect to a fractional Share.
6.6 Payment of Exercise Price. Payment of the option exercise price may
be in cash or payment may be in whole or part by
a. transfer to the Company of shares of Common Stock having a Fair
Market Value equal to the option exercise price at the time of such exercise,
or
-2-
<PAGE>
b. delivery of instructions to the Company to withhold shares, that
would otherwise be issued on such exercise of the option, having a Fair Market
Value at the time of such exercise equal to the total option exercise price
of the options being exercised.
If the Fair Market Value of the number of whole shares transferred or
the number of whole option Shares surrendered is less than the total exercise
price of the option being exercised, the shortfall must be made up in cash.
6.7 Terms of Options. Each option shall expire ten years from its date
of grant, but shall be subject to earlier termination as follows:
a. In the event of the termination of an optionee's services as a
Director by reason of voluntary mid-term retirement, declining to stand
for re-election, becoming a full time employee of the Company or a
subsidiary of the Company or becoming disabled, all options granted
pursuant to this Plan but unexercisable pursuant to Section 6.4 shall
automatically expire and shall not be exercisable and all options
exercisable pursuant to Section 6.4 but unexercised shall continue to be
exercisable until the stated expiration date of such options.
b. In the event of the death of an optionee or total disability
while the optionee is a Director, the then outstanding options of such
optionee that have vested pursuant to Section 6.4 shall be exercisable for one
year from the date of the death of the optionee or until the stated grant
expiration date, whichever is earlier, by his/her successors in interest, in
accordance with the paragraph below. However, all options which have been
granted, but have not become exercisable pursuant to Section 6.4, shall
automatically expire.
c. In the event of the termination of an optionee's service as a
Director by the Board of Directors for cause or the failure of such Director
to be re-elected (other than for the reasons set forth in Section 6.7(a) or
(b), the Committee in its sole discretion can cancel the then-outstanding
options of such optionee, including those options which are exercisable and
such options shall automatically expire and become non-exercisable on the
effective date of such termination.
Exercise of a deceased optionee's options that are still exercisable
shall be by the estate of such optionee or by a person or persons whom the
optionee has designated in writing filed with the Company, or, if no such
designation has been made, by the person or persons to whom the optionee's
rights have passed by will or the laws of descent and distribution.
6.8 Transferability. The right of any optionee to exercise an option
granted under the Plan shall, during the lifetime of such optionee, be
exercisable only by the optionee and shall not be assignable or transferable
by such optionee other than by will or the laws of descent and distribution.
6.9 Limitation of Rights.
6.9.1 Limitation as to Shares. Neither the recipient of an option
under the Plan nor an optionee's successor or
-3-
<PAGE>
successors in interest shall have any rights as a stockholder of the
Company with respect to any Shares subject to an option granted to such person
until the date of issuance of a stock certificate for such Shares.
6.9.2 Limitation as to Directorship. Neither the Plan, nor the
granting of an option, nor any other action taken pursuant to the Plan shall
constitute or be evidence of any greement or understanding, express or
implied, that an Eligible Director has a right to continue as a Director for
any period of time or at any particular rate of compensation.
6.10 Regulatory Approval and Compliance. The Company shall not be
required to issue any certificate or certificates for Shares upon the exercise
of an option granted under the Plan or to record as a holder of record of
Shares the name of the individual exercising an option under the Plan, without
obtaining to the complete satisfaction of the Committee the approval of all
regulatory bodies deemed necessary by the Committee and without complying, to
the Committee's complete satisfaction, with all rules and regulations under
federal, state, or local law deemed applicable by the Committee.
7. Capital Adjustments The aggregate number and class of Shares subject
to and authorized by the Plan, the number of class of Shares with respect to
which an option may be granted to an Eligible Director under the Plan as
provided in Article 6, the number and class of Shares subject to each
outstanding option, and the exercise price per share specified in each such
option shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a split-up or
consolidation of shares or any like capital adjustment or the payment of any
stock dividend, or other increase or decrease in the number of such Shares
effected without receipt of consideration by the Company.
8. Effectiveness of the Plan The Plan shall be effective as of 1994
(the "Effective Date"), subject to the approval by the Company's stockholders.
All options issued prior to the date of the approval of the Plan by the
Company's stockholders shall be issued subject to such approval. The Plan
shall continue in effect until it is terminated by action of the Board or the
Company's stockholders, but such termination shall not affect the terms of
any then-outstanding options.
10. Termination and Amendment of the Plan The Board may amend,
terminate or suspend the Plan at any time, in its sole and absolute
discretion; provided, however, that if required to qualify the Plan under Rule
16b-3 promulgated under Section 16, of the Securities Exchange Act of 1934,
as amended, ("Rule 16b-3") no amendment shall be made more than once every six
months that would change the amount, price or timing of the Initial and Annual
Grants, other than to comport with changes in the Internal Revenue Code of
1986, as amended, or the rules and regulations promulgated thereunder; and
provided, further, that if required to qualify the Plan under the Rule 16b-3,
no amendment that would
a. materially increase the number of Shares that may be issued under
the Plan,
b. materially modify the requirements as to eligibility for
participation in the Plan, or
c. otherwise materially increase the benefits accruing to
participants under the Plan shall be made without the approval
of the Company's stockholders.
-4-
<PAGE>
11. Compliance with Rule 16b-3 Other provisions of the Plan
notwithstanding, neither the Committee nor any other person (other than an
Eligible Director acting in conformity with the terms of the Plan) shall have
any discretionary authority to make determinations regarding the Plan required
by Rule 16b-3 to be afforded exclusively to "disinterested persons" as defined
thereunder.
Adopted by the Board of Directors on September 12, 1994 and approved by
the stockholders of the Company on May 31, 1995.
-5-
<PAGE>
Exhibit 5.0
June 1, 1995
Orion Capital Corporation
600 Fifth Avenue
New York, New York 10020-2302
Ladies and Gentlemen:
We understand that a Registration Statement on Form S-8 (the
"Registration Statement") is being filed on or about the date of
this letter with the Securities and Exchange Commission covering
the registration under the Securities Act of 1933, as amended (the
"Act"), of shares of common stock, par value $1.00 per share (the
"Securities"), of Orion Capital Corporation (the "Company") to be
offered in connection with the Company's 1994 Stock Option Plan for
Non-Employee Directors (the "Plan").
We have examined and are familiar with the corporate records
of the Company, including its Restated Certificate of
Incorporation, as amended, its By-Laws, minutes of directors' and
stockholders' meetings relating to the Plan and such other
documents, including the Plan and certificates of public officials,
which we have deemed relevant or necessary as the basis for our
opinion as set forth herein.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated and validly
existing in good standing under the laws of
the State of Delaware.
2. The Securities have been duly authorized and when
issued pursuant to the Plan and paid for as con-
templated thereby and the Registration Statement
will be legally issued, fully paid and non-assessable.
<PAGE>
We consent to the inclusion of this opinion as an exhibit to
the Registration Statement referred to above. In giving such
consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or
under the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Donovan Leisure Newton & Irvine
EXHIBIT 15.0
May 31, 1995
Orion Capital Corporation
600 Fifth Avenue
New York, NY 10020-2302
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Orion Capital Corporation and subsidiaries for the
periods ended March 31, 1995 and 1994, as indicated in our report dated April
26, 1995; because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 is being
used in this Registration Statement on Form S-8.
We are also aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
/s/ Deloitte & Touche LLP
- -------------------------
Hartford, Connecticut
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENTS
We consent to the incorporation by reference in this Registration Statement of
Orion Capital Corporation on Form S-8 of our report dated February 24, 1995
appearing in the Annual Report on Form 10-K of Orion Capital Corporation for the
year ended December 31, 1994.
/s/ Deloitte & Touche LLP
- -------------------------
Hartford, Connecticut
May 31, 1995
We consent to the incorporation by reference in this Registration Statement of
Orion Capital Corporation on Form S-8 of our report dated February 22, 1995
appearing in the Annual Report on Form 10-K of Guaranty National Corporation for
the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
- -------------------------
Denver, Colorado
May 31, 1995
<PAGE>
Exhibit 24.0
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the officer/director of
Orion Capital Corporation whose signature appears below constitutes
and appoints Alan R. Gruber, Larry D. Hollen and Michael P. Maloney
his true and lawful attorneys-in-fact and agents, each acting
alone, with full powers of substitution, for him and in his name,
place and stead, in any and all capacities, to sign this
Registration Statement on Form S-8 and any or all amendments
thereto, including post-effective amendments, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby
ratifies and confirms all his said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfull do
or cause to be done by virtue thereof.
Signature and Title Date
- ------------------------- --------------
/s/ John C. Colman May 31, 1995
- -------------------------
John C. Colman
Director
/s/ Larry D. Hollen May 31, 1995
- ----------------------------------
Larry D. Hollen
President and
Chief Operating Officer and
Director
/s/ Robert H. Jeffrey May 31, 1995
- ----------------------
Robert H. Jeffrey
Director
<PAGE>
Signature and Title Date
- ---------------------- --------
/s/ Warren R. Lyons May 31, 1995
- ----------------------
Warren R. Lyons
Director
/s/ Ronald W. Moore May 31, 1995
- ----------------------
Ronald W. Moore
Director
/s/ Robert B. Sanborn May 31, 1995
- ----------------------
Robert B. Sanborn
Director
/s/ William J. Shepherd May 31, 1995
- -----------------------
William J. Shepherd
Director
/s/ John R. Thorne May 31, 1995
- -----------------------
John R. Thorne
Director
/s/ Roger Ware May 31, 1995
- -----------------------
Roger B. Ware
Director
