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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 2, 1996
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ORION CAPITAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7801 95 6069054
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Fifth Avenue, New York, New York 10020-2302
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 332-8080
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
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At 12:01 a.m., New York City time, on July 2, 1996, Orion
Capital Corporation ("Orion") and certain of its wholly-owned
subsidiaries (the "Purchasers") accepted for payment 4,600,000 shares
of common stock, par value $1.00 per share (including any associated
stock purchase rights), of Guaranty National Corporation (the
"Shares") that had been validly tendered and not withdrawn pursuant to
the Purchasers' tender offer for 4,600,000 Shares at $18.50 per share,
net to the seller in cash (the "Offer"). The acquired Shares together
with the 7,409,942 Shares previously owned by Purchasers represent
approximately 80.2% of the Shares currently outstanding. The Offer
was made pursuant to an Offer to Purchase dated May 8, 1996 and the
related Letter of Transmittal.
The acceptance for purchase of the 4,600,000 Shares by the
Purchasers pursuant to the Offer was announced in a press release of
Orion dated July 2, 1996, which is attached hereto as Exhibit 20.1 and
is incorporated herein by reference.
The aggregate purchase price for the Shares purchased
pursuant to the Offer was $85,100,000. The Purchasers utilized
available cash and short-term investments as the source of funds for
the purchase of the 4,600,000 Shares.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired
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The financial statements of Guaranty National Corporation as
of and for the year ended December 31, 1995, and as of March 31, 1996
and for the three months ended March 31, 1996 and 1995 which are
required to be filed were previously reported as Exhibits (g)(1) and
(g)(2) of the Purchasers' Transaction Statement on Schedule 13E-3,
dated May 8, 1996 and are incorporated herein by reference.
(b) Pro forma Financial Information
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It is impracticable at the time of filing of this Current
Report to provide the pro forma financial information required by
Regulation S-X. Accordingly, Orion will file the required pro forma
financial information under cover of an Amendment to this Current
Report as soon as practicable, but in any event, not later than 60
days after this Current Report must be filed with the Commission.
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(c) Exhibits
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20.1 Press Release of Orion dated July 2, 1996 (incorporated
herein by reference to Exhibit (a)(14) of Amendment
No. 5 to the Purchasers' Tender Offer Statement on
Schedule 14D-1, dated July 2, 1996).
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SIGNATURES
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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
Date: July 16, 1996 By: /s/ Michael P. Maloney
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Name: Michael P. Maloney
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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20.1 Press Release of Orion dated
July 2, 1996 (incorporated herein
by reference to Exhibit (a)(14) of
Amendment No. 5 to the Purchasers'
Tender Offer Statement on Schedule
14D-1, dated July 2, 1996).
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