SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
(Amendment No. 6)
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
August 8, 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 9 Pages
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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 330,300
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive 330,300
Each Reporting Power
Person With (10) Shared Dispositive
Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 330,300
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) 7.2%
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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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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.
This statement amends 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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January 11, 1990, by Amendment No. 4 dated May 17, 1991 and by
Amendment No. 5 dated May 13, 1996, each filed with the Commission by
Orion and certain of its subsidiaries, by revising such items in
accordance with the information contained herein.
Item 5. Interest in Securities of Issuer.
---------------------------------
According to Scheib's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, there were 4,568,228 shares of
Scheib Capital Stock outstanding as of July 22, 1996. The
Subsidiaries own 330,300 shares in the aggregate or approximately
7.2% 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 330,300 shares, CI owns 19,200 shares,
EBIC owns 33,600 shares, EIC owns 48,000 shares, F&C owns 62,900
shares, SICH owns 136,600 shares and SRC owns 30,000 shares. Since
June 10, 1996, the Subsidiaries sold a total of 60,100 shares on the
dates and at the prices set forth in Appendix A hereto. All of the
shares sold 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 ultimately 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 June 10, 1996.
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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/ Raymond J. Schuyler
------------------------
Raymond J. Schuyler
Vice President and
Chief Investment 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/ Raymond J. Schuyler
---------------------------
Raymond J. Schuyler
Senior Vice President -- Investments
Date: August 13, 1996
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APPENDICES
APPENDIX PAGE
A List of Sales of Scheib Capital 9
Stock
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<PAGE>
APPENDIX A
Sales of Earl Scheib Capital Stock
Number Price per Share
Date Company of Shares (net of commission)
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6/12/96 CI 1,500 $7.835
6/13/96 CI 1,400 7.835
6/14/96 CI 1,800 7.835
6/17/96 CI 200 7.835
8/06/96 SICH 5,900 7.585
8/07/96 SICH 4,100 7.585
8/07/96 SICH 5,000 7.71
8/08/96 SICH 5,200 7.835
8/08/96 SICH 5,000 7.71
8/09/96 SICH 700 7.96
8/12/96 SICH 4,300 7.96
8/12/96 EBIC 25,000 7.95
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