SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: September 11, 1996
ORION CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7801 95-6069054
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
600 Fifth Avenue, New York, NY 10020-2302
(Address of principal executive offices) (Zip Code)
(212) 332-8080
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On September 11, 1996, the Board of Directors of
Orion Capital Corporation (the "Company") approved the re-
demption, at the close of business on September 16, 1996 (the
"Redemption Date"), of the rights (the "Original Rights")
issued pursuant to the Rights Agreement, dated as of March
15, 1989, between the Company and the Rights Agent thereunder
(the "1989 Rights Agreement"), at a price of $.01 for each
Original Right, payable on October 1, 1996 to holders of
record on the Redemption Date. A notice of redemption will
be mailed to all shareholders of record.
The Board of Directors also approved the adoption
of a new shareholder rights plan. The new plan, like the
1989 Rights Agreement, is intended to promote continuity and
stability, deter coercive or partial offers which will not
provide fair value to all shareholders and enhance the
Board's ability to represent all shareholders and thereby
maximize shareholder values.
Pursuant to the new Rights Agreement between the
Company and ChaseMellon Shareholder Services L.L.C., as
Rights Agent (the "1996 Rights Agreement"), one right
("Right") will be issued for each share of common stock, par
value $1.00 per share, of the Company outstanding as of the
close of business on September 16, 1996. Each of the new
Rights will entitle the registered holder to purchase from
the Company one two-hundredth of a share of Series B Junior
Participating Preferred Stock, par value $1.00 per share, at
a price of $200 per one two-hundredth of a share. The Rights
generally will not become exercisable unless and until, among
other things, any person acquires 15% or more of the out-
standing stock. The new Rights are generally redeemable at
$.01 per Right at any time until 10 days following a public
announcement that a 15% or greater position in the Company's
common stock has been acquired and will expire, unless earli-
er redeemed or exchanged, on September 11, 2006.
A description of the new Rights is set forth in
Exhibit C to the 1996 Rights Agreement. A copy of the Rights
Agreement is also filed herewith and is incorporated herein
by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
4 Rights Agreement, dated as of September
11, 1996, between Orion Capital Corpora-
tion and ChaseMellon Shareholder Services
L.L.C., which includes as Exhibit A
thereto, the Form of Rights Certificate
(incorporated by reference to the
Registrant's Form 8-A dated September 20,
1996).
99 Press Release issued on September 11,
1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
ORION CAPITAL CORPORATION
(Registrant)
BY: /s/ Michael P. Maloney
_____________________
Michael P. Maloney
Vice President
Dated: September 25, 1996
INDEX TO EXHIBITS
Exhibit No. Description Page
4 Rights Agreement, dated as of Sep-
tember 11, 1996, between Orion
Capital Corporation and
ChaseMellon Shareholder Services
L.L.C., which includes as Exhibit
A thereto, the Form of Rights Cer-
tificate (incorporated by refer-
ence to the Registrant's Form 8-A
dated September 20, 1996).
99 Press Release issued on September
11, 1996
From: Vincent T. Papa Dawn W. Dover
Orion Capital Corporation Kekst & Company
(212) 332-8080 437 Madison Avenue
Jeanne Hotchkiss New York, New York 10022
(203) 674-6754 (212) 593-2655
FOR IMMEDIATE RELEASE
ORION CAPITAL CORPORATION UPDATES
STOCKHOLDER RIGHTS PROTECTIONS
-------------------------------------
New York, New York (September 11, 1996) To assure that
the best interest of all of its stockholders are fully
protected, the Orion Capital Board of Directors (NYSE:OC)
today adopted a new Stockholder Rights Plan for the
Company, replacing the Company's original Stockholder
Rights Plan adopted in 1989. The new Plan is designed to
maintain the effectiveness of the Company's stockholder
rights protections in light of the significant rise in
the Company's stock price since the original Plan was
enacted.
Like the original Plan, the new Rights Plan is designed,
among other things, to encourage potential acquirers of
the company to negotiate with the Board of Directors so
as to enhance the Board's ability to achieve the best
possible value for all Orion Capital stockholders. The
new Rights Plan helps to put Orion Capital and its
stockholders in a position to achieve this by deterring
coercive takeover tactics and impeding a change of
control of the Company without a full and fair price
being offered to all of Orion Capital's stockholders.
Orion Capital said that the new Plan has been put in
place because, since the adoption of the original Plan
six years ago, Orion Capital's stock price has risen
nearly 300% and now trades in a range approximating the
exercise price under the original Rights Plan.
Pursuant to the new plan, Rights will be distributed as a
dividend at the rate of one Right for each share of
common stock, par value $0.01 per share, held by
stockholders of record as of the close of business on
September 16, 1996. Each Right initially will entitle
stockholders to buy one unit of a share of preferred
stock for $200. The Rights will be exercisable only if a
person or group acquires beneficial ownership of 15% or
more of the Company's common stock or commences a tender
or exchange offer upon consummation of which such person
or group would beneficially own 15% or more of the
Company's common stock. The Company will generally be
entitled to redeem the Rights at $0.01 per Right at any
time until 10 days following a public announcement that a
15% or greater position in the Company's common stock has
been acquired. The Rights will expire on September 11,
2006.
In connection with the adoption of the new Plan, the
Board approved the redemption of the outstanding Rights
issued pursuant to the Company's original Rights Plan
adopted in 1989. Holders of record of common stock at
the close of business on September 16, 1996 will receive
$.01 for each right being redeemed. As a result of stock
splits effected since the adoption of the original Rights
Plan, this redemption price translates to $.0064 per
share of common stock outstanding as of the date noted
above. Stockholders of record on the Redemption Date can
expect to receive this payment on or about October 1,
1996 together with the Company's next quarterly dividend.
The redemption payment generally will be treated as a
dividend for tax purposes.
A copy of the new Stockholder Rights Plan is being filed
with the Securities and Exchange Commission.
Orion Capital Corporation is engaged in the specialty
property and casualty insurance business through wholly
owned subsidiaries, which include EBI Companies, DPIC
Companies, Connecticut Specialty Insurance Group,
SecurityRe Companies and Wm. H. McGee & Co., Inc., as
well as through a more than 80% ownership interest in
Guaranty National Corporation.
