SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
(Amendment No. 5)
EARL SCHEIB, INC.
(Name of Issuer)
Capital Stock, $1.00 par value
(Title of class of securities)
806398108
(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 7, 1996
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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 followng pages)
Page 1 of 15 Pages
<PAGE>
CUSIP No.806398108
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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) The Connecticut Indemnity Company
IRS No. 06-0303520
(c) Employee Benefits Insurance Company
IRS No. 95-1613489
(d) EBI Indemnity Company
IRS No. 06-1092819
(e) The Fire & Casualty Insurance Company
of Connecticut
IRS No. 06-0640218
(f) Security Insurance Company
of Hartford
IRS No. 06-0529570
(g) Security Reinsurance Company
IRS No. 06-1008792
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2) Check the Appropriate Box if a (a) X
Member of a Group (b) X
(See Instructions) (c) X
(d) X
(e) X
(f) X
(g) X
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3) SEC use Only
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4) Source of Funds (a) AF
(See Instructions) (b) WC
(c) WC
(d) WC
(e) WC
(f) WC
(g) WC
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5) Check if Disclosure of Legal
Proceedings are Required
Pursuant to Items 2(d) or 2(e)
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6) Citizenship or Place of (a) Delaware
Organization (b) Connecticut
(c) Connecticut
(d) Connecticut
(e) Connecticut
(f) Connecticut
(g) Connecticut
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(7) Sole Voting
Number Power 409,400
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive 409,400
Each Reporting Power
Person With (10) Shared Dispositive
Power
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<PAGE>
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 409,400
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) 9.0%
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14) Type of Reporting Person (a) CO, HC
(See Instructions) (b) CO, IC
(c) CO, IC
(d) CO, IC
(e) CO, IC
(f) CO, IC
(g) CO, IC
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<PAGE>
Item 1. Security and Issuer.
-------------------
This statement relates to the Capital Stock, $1.00 par value
(the "Capital Stock"), of Earl Scheib, Inc. ("Scheib"). The
principal executive offices of Scheib are located at 8737 Wilshire
Boulevard, Beverly Hills, California 90211-2795.
Item 2. Identity and Background.
------------------------
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 and six of its wholly-owned
subsidiaries, each of which is a corporation organized under the laws
of the State of Connecticut: The Connecticut Indemnity Company
("CI"); Employee Benefits Insurance Company ("EBIC"); EBI Indemnity
Company ("EIC"); The Fire & Casualty Insurance Company of Connecticut
("F&C"); Security Insurance Company of Hartford ("SICH"); and
Security Reinsurance Company ("SRC"). The principal offices of CI,
EBIC, EIC, F&C, SICH and SRC are located at 9 Farm Springs Drive,
Farmington, Connecticut 06032. Orion owns, directly or indirectly,
all of the outstanding capital stock of each of CI, EBIC, EIC, F&C,
SICH and SRC (collectively, the "Subsidiaries"). The Subsidiaries
underwrite and sell most types of property and casualty insurance
with an emphasis on commercial insurance in specialized markets,
particularly workers compensation and architect and engineer
professional liability.
Since this statement is the first electronic amendment to a
paper format Schedule 13D, it restates the entire text of the
Schedule 13D; it amends only Items 2 and 5 of the Schedule 13D dated
February 6, 1989, as amended by Amendment No. 1 dated July 7, 1989,
by Amendment No. 2 dated September 26, 1989, by Amendment No. 3 dated
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<PAGE>
January 11, 1990 and by Amendment No. 4 dated May 17, 1991, each
filed with the Commission by Orion and certain of its subsidiaries,
by revising such items in accordance with the information contained
herein.
The executive officers and directors of Orion and each of the
Subsidiaries, together with their present principal occupations and
the names, principal businesses and addresses of any corporations or
other organizations in which such principal occupations are
conducted, appear in Appendix A hereto.
Each of the persons listed in Appendix A hereto is a citizen of
the United States. Neither Orion nor any of the Subsidiaries, nor to
their best knowledge, any executive officer or director of Orion or
any of the Subsidiaries has, during the last five years, been
convicted in any criminal proceeding, excluding traffic violations or
similar misdemeanors, or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
As reported in Amendment No. 4 to this Schedule 13D, the Scheib
Capital Stock referred to in Item 5 as of May 1991 was purchased with
a total of $6,242,501.20 from the general investment funds of certain
subsidiaries of Orion.
Item 4. Purpose of Transaction.
-----------------------
Also as reported in Amendment No. 4, the 1991 acquisitions of
shares of Scheib Capital Stock were made because the shares were
believed to represent a favorable investment opportunity at then
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<PAGE>
current market prices. Orion believed at that time that the shares
represented a favorable investment opportunity in part because Orion
believed that Scheib's liquid assets and properties could be used in
the future to create greater shareholder value.
Orion and each of the Subsidiaries intends to review its
holdings of Scheib Capital Stock as they may exist from time to time.
As a result of such reviews, Orion and each of the Subsidiaries may,
to the extent consistent with and permitted by applicable
regulations, decide (i) to increase such holdings, (ii) to maintain
its then current holdings, or (iii) to sell all or part of the Scheib
Capital Stock owned by it from time to time in accordance with its
own investment policies and limitations.
Subject to the foregoing, neither Orion nor any of the
Subsidiaries, nor to the best of their knowledge, any executive
officer or director of Orion or any of the Subsidiaries has any
current plans or proposals which relate to, or would result in any of
the following:
(a) The acquisition by any person of additional securities of
Scheib, or the disposition of securities of Scheib;
(b) Any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Scheib or any of
its subsidiaries;
(c) Any sale or transfer of a material amount of assets of
Scheib or any of its subsidiaries;
(d) Any change in the present board of directors or management
of Scheib, including any plans or proposals to change the
number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of Scheib;
(f) Any other material change in Scheib's business or corporate
structure;
(g) Any change in Scheib's charter, by-laws or instruments
corresponding thereto or any other action which may impede
the acquisition of control of Scheib by any person;
(h) Causing a class of securities of Scheib to be delisted from
a national securities exchange or to cease to be authorized
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<PAGE>
to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of Scheib becoming eligible
for termination of registration pursuant to Section 12(g)
(4) of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of Issuer.
---------------------------------
According to Scheib's Quarterly Report for the period ended
January 31, 1996, there were 4,568,228 shares of Scheib Capital Stock
outstanding as of March 31, 1996. The Subsidiaries own 409,400
shares in the aggregate or approximately 9.0% of the Scheib Capital
Stock. Orion may continue to be deemed to be the beneficial owner of
all shares of Scheib Capital Stock owned by the Subsidiaries. Of the
409,400 shares, CI owns 43,100 shares, EBIC owns 58,600 shares, EIC
owns 48,000 shares, F&C owns 62,900 shares, SICH owns 166,800 shares
and SRC owns 30,000 shares. Since March 8, 1996, CI sold a total of
70,000 shares on the dates and at the prices set forth in Appendix B
hereto. All of the shares sold by CI were sold in open market
transactions on the American Stock Exchange.
Each of the Subsidiaries has sole power to vote and dispose of
its shares of Scheib Capital Stock; decisions with respect to
acquisitions, voting and dispositions are made by the respective
Investment Committees of each of the Subsidiaries, a majority of
whose members are executive officers and/or directors of Orion.
Orion's direct or indirect voting control of the Subsidiaries enables
Orion ulti-mately to direct the acquisition, voting and disposition
of shares of Scheib Capital Stock held by the Subsidiaries.
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<PAGE>
Except as set forth above, or to the extent that the executive
officers and directors of Orion and the Subsidiaries may be deemed to
"beneficially own" shares of Scheib Capital Stock by reason of their
voting power or investment power with respect to the shares owned by
the Subsidiaries, no executive officer or director of Orion or the
Subsidiaries beneficially owns, or has the right to acquire, directly
or indirectly, any shares of Scheib Capital Stock or has effected any
transaction in shares of Scheib Capital Stock since March 8, 1996.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
------------------------------------------
None.
Item 7. Materials to be Filed as Exbibits.
----------------------------------
None.
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<PAGE>
Signatures
-----------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
ORION CAPITAL CORPORATION
By /s/ Alan R. Gruber
------------------------
Alan R. Gruber
Chairman of the Board and
Chief Executive Officer
THE CONNECTICUT INDEMNITY COMPANY
EMPLOYEE BENEFITS INSURANCE COMPANY
EBI INDEMNITY COMPANY
THE FIRE & CASUALTY INSURANCE COMPANY
OF CONNECTICUT
SECURITY INSURANCE COMPANY OF HARTFORD
SECURITY REINSURANCE COMPANY
By /s/ Alan R. Gruber
---------------------------
Alan R. Gruber
Chairman
Date: May 13, 1996
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<PAGE>
APPENDICES
APPENDIX PAGE
A Names, addresses and principal 11
occupations of Executive Officers
and Directors of Orion and the
Subsidiaries
B List of Sales of Scheib Capital 15
Stock
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<PAGE>
APPENDIX A
Principal Occupation
Name and Address or Employment
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Alan R. Gruber (1--7) Chairman of the Board and
Orion Capital Corporation Chief Executive Officer of
600 Fifth Avenue Orion and Chairman of the
New York, New York 10020 Board of each of the
Subsidiaries
W. Marston Becker (1--7) Vice Chairman of the Board
DPIC Companies of Orion and each of the
2959 Monterey/Salinas Highway Subsidiaries; President
Monterey, California 93940 and Chief Executive
Officer of Design Pro-
Professionals Insurance
Company ("DPIC"), a
wholly-owned subsidiary of
Orion
Bertram J. Cohn (l) Managing Director, First
437 Madison Avenue, 30th Floor Manhattan Company, invest-
New York, New York, l0022 ment bankers
John C. Colman (l) Private investor and
4 Briar Lane consultant
Glencoe, Illinois 60022
Larry D. Hollen (1--7) President and Chief
Orion Capital Corporation Operating Officer of
9 Farm Springs Drive Orion; President of CI,
Farmington, Connecticut 06032 EIC, F&C and SICH; Vice
Chairman of EBIC and SRC
Robert H. Jeffrey (l) Chairman of the Board,
The Jeffrey Company Company Jeflion Investment
88 E. Broad Street, Suite l560 Company; Chairman of the
Columbus, Ohio 43215 Board, The Jeffrey
Company, a privately held
investment company which
is the parent of Jeflion
Investment Company
Warren R. Lyons (1) Chairman, Avco Financial
Avco Financial Services Services, a financial
600 Anton Boulevard services company and a
Costa Mesa, California 92628 subsidiary of Textron Inc.
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(l) Director of Orion (5) Director of F&C
(2) Director of CI (6) Director of SICH
(3) Director of EBIC (7) Director of SRC
(4) Director of EIC
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<PAGE>
Principal Occupation
Name and Address or Employment
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James K. McWilliams (l) Proprietor of McWilliams &
2288 Broadway Company and general
San Francisco, California 94l15 partner of McWilliams
Associates, investment
counselors; General
Partner, Mt. Eden
Vineyards, Inc.
Ronald W. Moore (1) Adjunct Professor of
Morgan Hall Business Administration,
Soldiers Field Harvard University
Boston, Massachusetts 02163
Robert B. Sanborn (1) Senior Executive
Orion Capital Corporation Consultant to Orion
9 Farm Springs Drive
Farmington, Connecticut 06032
William J. Shepherd (l) Private investor
109 Golf Edge
Westfield, New Jersey 07090
John R. Thorne (1) Morgenthaler Professor of
Furnace Run Entrepreneurship, Graduate
Laughlintown, Pennsylvania 15655 School of Industrial
Administration, Carnegie-
Mellon University;
Chairman, The Enterprise
Corporation of Pittsburgh,
a non-profit corporation
encouraging and supporting
entrepreneurial businesses
Roger B. Ware (1) President and Chief
Guaranty National Corporation Executive Officer of
9800 South Meridian Boulevard Guaranty National
Englewood, Colorado 80112 Corporation, an
affiliate of Orion
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(l) Director of Orion
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<PAGE>
Principal Occupation
Name and Address or Employment
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Raymond W. Jacobsen (5 & 6) Senior Vice President of
Orion Capital Corporation Orion, CI, EIC, F&C and
9 Farm Springs Drive SICH; Chairman of EBIC
Farmington, Connecticut 06032
Daniel L. Barry (2--7) Vice President, Chief
Orion Capital Corporation Financial Officer and
9 Farm Springs Drive Controller of Orion; Vice
Farmington, Connecticut 06032 Chairman and Chief
Financial Officer of SRC;
Senior Vice President,
Chief Financial Officer
and Controller of CI,
EBIC, EIC, F&C and SICH
Michael P. Maloney, Esq. (2 & 6--9) Vice President, General
Orion Capital Corporation Counsel and Secretary of
600 Fifth Avenue Orion; Senior Vice
New York, New York l0020 President and Assistant
Secretary of each of the
Subsidiaries
William G. McGovern Vice President and Chief
Orion Capital Corporation Actuary of Orion; Senior
9 Farm Springs Drive Vice President and
Farmington, Connecticut 06032 Chief Actuary of each of
the Subsidiaries
Vincent T. Papa (2 & 7--9) Vice President and
Orion Capital Corporation Treasurer of Orion;
600 Fifth Avenue Chairman of Wm. H. McGee &
New York, New York l0020 Co., Inc., a wholly-owned
subsidiary of Orion; and
Senior Vice President of
each of the Subsidiaries
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(2) Director of CI (5) Director of F&C
(3) Director of EBIC (6) Director of SICH
(4) Director of EIC (7) Director of SRC
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<PAGE>
Principal Occupation
Name and Address or Employment
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Raymond J. Schuyler (6) Vice President of Orion;
Orion Capital Corporation Senior Vice President-
600 Fifth Avenue Investments of each of
New York, New York 10020 the Subsidiaries
Jonathan H. Gice (5) President of EBIC;
EBI Companies Vice President of
325 North Corporate Drive EIC, F&C and SICH
Brookfield, Wisconsin 53045
Lawrence D. Nolen (9) President of SRC;
Orion Capital Companies Vice President of
312 Farmington Avenue SICH
Farmington, Connecticut 06032
Eva Schlehofer (2, 5--7) Senior Vice President of
Orion Capital Companies CI, EBIC, EIC, F&C and
9 Farm Springs Drive SICH
Farmington, Connecticut 06032
Stanley G. Fullwood (2--7) Vice President, General
Orion Capital Companies Counsel and Secretary
9 Farm Springs Drive of each of the Sub-
Farmington, Connecticut 06032 sidiaries
Craig A. Nyman Vice President and
Orion Capital Companies Treasurer of each of
9 Farm Springs Drive the Subsidiaries
Farmington, Connecticut 06032
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(2) Director of CI (5) Director of F&C
(3) Director of EBIC (6) Director of SICH
(4) Director of EIC (7) Director of SRC
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<PAGE>
APPENDIX B
Sales of Earl Scheib Capital Stock by CI
Number of Price Per Share
Date Shares (net of commission)
- ----- ---------- ----------------------
3/27/96 2,700 $ 7.585
3/27/96 2,300 7.46
3/29/96 5,000 7.335
3/29/96 3,000 7.585
3/29/96 5,000 7.46
4/01/96 5,000 7.835
4/01/96 2,000 7.585
4/01/96 5,000 7.71
4/04/96 5,000 7.46
4/04/96 5,000 7.585
5/01/96 2,000 7.585
5/01/96 5,000 7.46
5/06/96 3,000 7.585
5/06/96 3,000 7.71
5/07/96 2,000 7.71
5/07/96 2,800 7.835
5/10/96 10,000 7.71
5/10/96 2,200 7.835
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EXHIBIT B
Purchases of Scheib Capital Stock
Number Price per
Share
Date Purchaser of Shares (including
commission)
4/23/91 SICH 1,200 $12.06
4/24/91 SICH 500 12.06
4/25/91 SICH 3,000 12.06
4/25/91 CI 300 12.06
2/26/91 SICH 2,000 11.935
4/26/91 CI 1,000 11.935
4/30/91 SICH 700 11.81
4/30/91 SICH 3,000 11.935
5/01/91 SICH 200 11.81
5/02/91 SICH 2,100 11.81
5/03/91 SICH 3,000 11.56
5/03/91 SICH 3,000 11.685
5/09/91 SICH 3,000 11.50
5/10/91 SICH 800 11.06
5/10/91 SICH 2,000 11.185
5/10/91 SICH 2,000 11.31
5/13/91 SICH 1,200 11.06
