SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
AMENDMENT TO CURRENT REPORT DATED JULY 16, 1996
Filed pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
ORION CAPITAL CORPORATION
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7801 95-6069054
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Fifth Avenue, New York, New York 10020-2302
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 332-8080
-------------
Not Applicable
- -------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
The undersigned registrant hereby amends the following items of its
Current Report on Form 8-K dated July 16, 1996, as set forth in the pages
attached hereto:
Item 7(b) Pro Forma Financial Information
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: September 13, 1996 By: /s/ Michael P. Maloney
--------------------------
Name: Michael P. Maloney
Title: Vice President, General
Counsel and Secretary
<PAGE>
FORM 8-K INDEX
Item 7(b) Pro Forma Financial Information
The following unaudited pro forma financial information for
Orion Capital Corporation and Subsidiaries is included in this
report:
Page
- ----
3 Basis of Presentation
4 Pro forma Consolidated Statement of Earnings (Unaudited)
for the Six Months Ended June 30, 1996
5 Pro Forma Consolidated Statement of Earnings (Unaudited)
for the Six Months Ended June 30, 1995
6 Pro Forma Consolidated Statement of Earnings (Unaudited)
for the Year Ended December 31, 1995
7 Notes to the Pro Forma Financial Information
- 2 -
<PAGE>
Item 7(b) Pro Forma Financial Information
Basis of Presentation
The following unaudited pro forma financial information has
been prepared as if the 4,600,000 shares of Guaranty National
Corporation ("Guaranty National") common stock purchased for cash by
Orion Capital Corporation and subsidiaries ("Orion") on July 2, 1996
pursuant to Orion's tender offer, and an additional 120,000 shares
purchased in the open market on July 17, 1996, were acquired on
January 1, 1996 with respect to the information presented for the
six months ended June 30, 1996 and on January 1, 1995 for the
information presented for the six months ended June 30, 1995 and the
year ended December 31, 1995. These purchases were recorded by
Orion as of June 30, 1996. The "Orion Historical" information for
the first six months of 1996 includes the revenues and expenses of
Guaranty National on a consolidated basis, and minority interest
expense for the portion of Guaranty National's earning attributable
to the shares not owned by Orion during that period. The
consolidation of Guaranty National's results had no impact on net
earnings for the first six months of 1996. The "Guaranty National
Historical" information presented for the 1995 periods is presented
on a pro forma basis as if the purchase of Viking Insurance
Holdings, Inc. by Guaranty National on July 18, 1995 had occurred at
the beginning of 1995.
The pro forma financial information is presented for
informational purposes only, and should not be construed to be
indicative of the actual results of operations that will occur in
periods after the purchase. Pro forma balance sheet information is
not presented since the June 30, 1996 Balance Sheet included in
Orion's most recent Form 10-Q includes Guaranty National on a
consolidated basis as well as the effects of the purchase of the
Guaranty National shares.
- 3 -
<PAGE>
<TABLE>
<CAPTION>
ORION CAPITAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1996
(000s omitted - except for per common share data)
Adjustments
Orion and Orion
Historical Eliminations Pro Forma
---------- ------------ ---------
<S> <C> <C> <C>
Revenues:
Premiums earned $621,511 $621,511
Net investment income 70,793 $(1,912) (1)(2) 68,881
Realized investment gains 11,126 11,126
Other income 11,533 (325) (2) 11,208
-------- ------- --------
714,963 (2,237) 712,726
-------- ------- --------
Expenses:
Losses incurred 342,804 342,804
Loss adjustment expenses 88,506 88,506
Amortization of deferred policy
acquisition costs 165,249 165,249
Other insurance expenses 15,533 15,533
Dividends to policyholders 8,892 8,892
Interest expense 12,318 12,318
Other expenses 23,155 (2,177) (4)(5) 20,978
-------- ------- --------
656,457 (2,177) 654,280
-------- ------- --------
Earnings before equity in loss of
affiliate, federal income taxes
and minority interest expense 58,506 (60) 58,446
Equity in loss of affiliate (721) (721)
-------- ------- --------
Earnings before federal income taxes
and minority interest expense 57,785 (60) 57,725
Federal income taxes 13,767 (1,870) (7) 11,897
Minority interest expense 5,558 (3,132) (8) 2,426
-------- ------- --------
Net earnings $ 38,460 $ 4,942 $ 43,402
======== ======= ========
Net earnings per common share $ 2.76 $ 3.12
======== ========
Weighted average number of common
shares and equivalents
outstanding 13,923 13,923
======== ========
<FN>
See Notes to Pro Forma Financial Information
- 4 -
<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 1995
(000s omitted - except for per common share data)
Guaranty Adjustments
Orion National and Orion
Historical Historical Eliminations Pro Forma
---------- ---------- ------------ ---------
<S> <C> <C> <C> <C>
Revenues:
Premiums earned $361,767 $233,393 $595,160
Net investment income 48,288 16,880 $ (3,182) (1)(2)
(3) 61,986
Realized investment gains 3,286 359 3,645
Other income 567 22 (275) (2) 314
-------- -------- -------- --------
413,908 250,654 (3,457) 661,105
-------- -------- -------- --------
Expenses:
Losses incurred 194,555 132,213 326,768
Loss adjustment expenses 57,505 24,828 82,333
Amortization of deferred policy
acquisition costs 93,366 45,908 139,274
Other insurance expenses 10,208 26,481 36,689
Dividends to policyholders 8,465 - 8,465
Interest expense 7,034 4,492 (1,010) (3) 10,516
Other expenses 5,310 526 (14) (5) 5,822
-------- -------- -------- --------
376,443 234,448 (1,024) 609,867
-------- -------- -------- --------
Earnings before equity in earnings
of affiliates, federal income
taxes and minority interest
expense 37,465 16,206 (2,433) 51,238
Equity in earnings of affiliates 5,817 - (5,295) (6) 522
-------- -------- -------- --------
Earnings before federal income taxes
and minority interest expense 43,282 16,206 (7,728) 51,760
Federal income taxes 10,171 3,778 (2,352) (7) 11,597
Minority interest expense - - 2,357 (8) 2,357
-------- -------- -------- --------
Net earnings $ 33,111 $ 12,428 $ (7,733) $ 37,806
======== ======== ======== ========
Net earnings per common share $ 2.33 $ 2.66
======== ========
Weighted average number of common
shares and equivalents
outstanding 14,191 14,191
======== ========
<FN>
See Notes to Pro Forma Financial Information
- 5 -
<PAGE>
<CAPTION>
ORION CAPITAL CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
YEAR ENDED DECEMBER 31, 1995
(000s omitted - except for per common share data)
Guaranty Adjustments
Orion National and Orion
Historical Historical Eliminations Pro Forma
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Revenues:
Premiums earned $749,003 $474,144 $1,223,147
Net investment income 99,040 35,283 $(5,546) (1)(2)
(3) 128,777
Realized investment gains 11,885 3,291 15,176
Other income 14,352 - (595) (2) 13,757
-------- -------- ------- ----------
874,280 512,718 (6,141) 1,380,857
-------- -------- ------- ----------
Expenses:
Losses incurred 388,409 297,035 685,444
Loss adjustment expenses 123,824 53,584 177,408
Amortization of deferred policy
acquisition costs 195,481 110,039 305,520
Other insurance expenses 21,562 32,518 54,080
Dividends to policyholders 21,790 - 21,790
Interest expense 15,943 8,447 (1,456) (3) 22,934
Other expenses 24,740 1,668 (28) (5) 26,380
-------- -------- ------- ----------
791,749 503,291 (1,484) 1,293,556
-------- -------- ------- ----------
Earnings before equity in earnings
of affiliates, federal income
taxes and minority interest
expense 82,531 9,427 (4,657) 87,301
Equity in earnings of affiliates 5,504 - (4,466) (6) 1,038
-------- -------- ------- ----------
Earnings before federal income
taxes and minority interest
expense 88,035 9,427 (9,123) 88,339
Federal income taxes 20,413 1,662 (2,650) (7) 19,425
Minority interest expense - - 1,467 (8) 1,467
-------- -------- ------- ----------
Net earnings $ 67,622 $ 7,765 $(7,940) $ 67,447
======== ======== ======= ==========
Net earnings per common share $ 4.77 $ 4.75
======== ==========
Weighted average number of common
shares and equivalents
outstanding 14,187 14,187
======== ========
<FN>
See Notes to Pro Forma Financial Information
</TABLE>
- 6 -
<PAGE>
ORION CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO PRO FORMA FINANCIAL INFORMATION
1) Net investment income has been reduced by $2,237,000 for the six-
month periods ended June 30, 1996 and 1995, and by $4,475,000 for the year
ended December 31, 1995, to reflect a reduction in short-term investments
of $89,494,000 for the aggregate cost, including tender offer expenses, of
purchasing the Guaranty National shares, assuming a short-term investment
rate of 5.0%.
2) Net investment income was increased and other income was reduced
by $325,000 and $275,000 for the six-month periods ended June 30, 1996 and
1995, respectively, and by $595,000 for the year ended December 31, 1995,
to eliminate investment management fees paid to Orion by Guaranty National.
3) Net investment income and interest expense were reduced by
$806,000 and $1,101,000 for interest on Guaranty National subordinated notes
held by Orion, and by $204,000 and $355,000 for interest on an Orion
mortgage participation loan held by Guaranty National, for the six months
ended June 30, 1995 and the year ended December 31, 1995, respectively. The
subordinated notes were converted into Guaranty National common stock in
June and October of 1995, and the mortgage participation loan matured in
November 1995.
4) Other expenses were reduced by $2,163,000 for one-time costs
recorded by Guaranty National in connection with Orion's tender offer for
Guaranty National shares in the first six months of 1996.
5) The excess of cost over the fair value of the 31.5% interest in
Guaranty National's net assets acquired in July 1996 was $9,080,000, after
the reversal of $21,547,000 of deferred taxes, and will be amortized over
28 years, which is the remaining amortization period for goodwill recorded
upon Orion's initial investment in Guaranty National. The difference
between the amortization of the goodwill resulting from the purchase of the
Guaranty National shares and Guaranty National's amortization of its
previously existing goodwill was $14,000 for the six-month periods ended
June 30, 1996 and 1995, and $28,000 for the year ended December 31, 1995.
6) Orion's investment in slightly less than 50% of Guaranty National
was recorded using the equity method for 1995. The pro forma financial
information for 1995 includes Guaranty National's results on a consolidated
basis, and Orion's equity in the earnings of Guaranty National has been
eliminated.
7) The Federal income tax effects of the taxable pro forma
adjustments, including the reversal of deferred taxes recorded on Orion's
undistributed equity earnings from Guaranty National, were calculated using
the applicable marginal tax rates.
8) Minority interest expense has been adjusted to reflect a 19%
minority shareholder interest in Guaranty National Corporation for all
periods.
- 7 -
