SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
Amendment No. 3
Intercargo Corporation
(Name of Issuer)
Common Stock, $1.00 par value
(Title of class of securities)
45844C108
(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
April 18, 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 following pages)
Page l of 19 Pages
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CUSIP No.45844C108
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1) Names of Reporting Persons (a) Orion Capital Corporation
S.S. of IRS Identification IRS No. 95-6069054
Nos of Above Persons (b) Security Insurance Company
of Hartford
IRS No. 06-0529570
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2) Check the Appropriate Box if a (a)
Member of a Group (b) X
(See Instructions)
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3) SEC use Only
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4) Source of Funds (a) AF
(See Instructions) (b) 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
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(7) Sole Voting
Number Power 1,622,209
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive 1,622,209
Each Reporting Power
Person With (10) Shared Dispositive
Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,622,209
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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) 21.2%
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14) Type of Reporting Person (a) CO, HC
(See Instructions) (b) CO, IC
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Item 1. Security and Issuer.
-------------------
This statement relates to the Common Stock, $1.00 par
value (the "Common Stock"), of Intercargo Corporation
("Intercargo"). The principal executive offices of
Intercargo are located at 1450 American Lane, Schaumburg,
Illinois 60173.
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 one of its wholly-owned subsidiaries, Security
Insurance Company of Hartford ("SICH"), a Connecticut cor-
poration. The principal offices of SICH are located at 9
Farm Springs Drive, Farmington, Connecticut 06032. Orion
owns all of the outstanding capital stock of SICH. SICH
underwrites and sells most types of property and casualty
insurance with an emphasis on commercial insurance in
specialized markets.
Since this statement is the first electronic amendment
to a paper format Schedule 13D, it generally restates the
entire text of the Schedule 13D and specifically amends
Items 2, 3, 4 and 5 of the Schedule 13D dated September 14,
1993, as amended by Amendment No. 1 dated January 3, 1994
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and by Amendment No. 2 dated March 2, 1995, each filed
with the Commission by Orion and SICH, by revising such
items in accordance with the information contained herein.
The executive officers and directors of Orion and
SICH, 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.
Each of the persons listed in Appendix A hereto is a
citizen of the United States, except Graham Addington who
is a citizen of the United Kingdom. Neither Orion nor
SICH, nor to their best knowledge, any officer or director
of Orion or SICH 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.
--------------------------------------------------
The Intercargo Common Stock referred to in Item 5
hereof has been purchased with $20,065,511 from the general
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investment funds of SICH.
Item 4. Purpose of Transaction.
-----------------------
The purchases of shares of Intercargo Common Stock
were made because the shares are believed to represent a
favorable investment opportunity at current market prices.
On September 13, 1993, Orion, through SICH, purchased
700,000 shares of Intercargo Common Stock for cash in a
private transaction with The Harper Group, Inc. ("Harper").
Pursuant to an agreement dated September 13, 1993
between Intercargo and Orion, Orion agreed to acquire
500,000 newly issued shares from Intercargo. The agreement
provided that prior to December 31, 1998, without the
consent of Intercargo's Board of Directors, Orion will not
increase its holdings of Intercargo Common Stock beyond 22%
of the outstanding shares of Intercargo or become a party
to a tender offer or proxy contest. So long as Orion owns
at least 1,000,000 shares of Intercargo Common Stock,
Intercargo agreed to use its reasonable best efforts to
cause one person designated by Orion to be elected to
Intercargo's Board of Directors. Orion will have certain
preemptive rights and will have registration rights with
respect to the shares to be purchased from Intercargo.
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<PAGE>
Pursuant to a letter agreement dated February 14,
1995, Orion and Intercargo amended their original agreement
dated September 13, 1993 with respect to Orion's ownership
of Intercargo Common Stock. The amendment increased
Orion's percentage ownership limitation from 22% to 24.9%
of Intercargo's outstanding Common Stock. In addition,
Orion agreed that prior to December 31, 1998, it will not
seek to have more than one person designated by it elected
to the Board of Directors of Intercargo. And prior to that
date, Orion is to be limited to one representative on the
Board.
Each of Orion and SICH intends to review its holdings
of Intercargo Common Stock as they may exist from time to
time. As a result of such reviews, Orion and SICH may, to
the extent consistent with and permitted by applicable
regulations and its agreement with Intercargo, decide
(i) to increase such holdings (ii) to maintain its then
current holdings, or (iii) to sell all or part of the
Intercargo Common Stock owned by it from time to time in
accordance with its own investment policies and
limitations.
Subject to the foregoing, neither Orion nor SICH, nor
to the best of their knowledge, any officer or director of
Orion or SICH, has any current plans or proposals which
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relate to, or would result in any of the following:
(a) The acquisition by any person of additional
securities of Intercargo, or the disposition of securities
of Intercargo;
(b) An extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving
Intercargo or any of its subsidiaries;
(c) Any sale or transfer of a material amount of
assets of Intercargo or any of its subsidiaries;
(d) Any change in the present board of directors or
management of Intercargo, 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 Intercargo;
(f) Any other material change in Intercargo's
business or corporate structure;
(g) Any change in Intercargo's charter, by-laws or
instruments corresponding thereto or any other action which
may impede the acquisition of control of Intercargo by any
person;
(h) Causing a class of securities of Intercargo to be
delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of Intercargo
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.
---------------------------------
On September 13, 1993 SICH purchased 700,000 shares of
the Common Stock of Intercargo in a private transaction
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from Harper at $12.50 per share. Such shares represented
approximately 9.8% of Intercargo's Common Stock.
Prior to the filing of Amendment No. 1 in January
1994, Orion, through SICH, effected the following
transactions after receipt of the requisite regulatory
approvals:
(a) In accordance with an agreement dated September
13, 1993 between Intercargo and Orion, on December 28, 1993
the acquisition by Orion of 500,000 newly issued shares at
$12.75 per share from Intercargo was consummated.
(b) On December 29, 1993, SICH purchased 306,484
shares of Intercargo Common Stock for cash in a private
transaction with Harper. Such shares were purchased at
approximately $12.61 per share and were in addition to the
700,000 shares purchased from Harper in September 1993.
(c) On December 31, 1993 SICH purchased 20,000 shares
of Intercargo Common Stock for cash in a private
transaction with the Harper Group Profit Sharing Plan.
Such shares were purchased at $12.50 per share.
Following the above transactions, SICH held a total of
1,526,484 shares of Intercargo Common Stock. Such shares
represented approximately 20% of Intercargo's Common Stock
as of December 31, 1993.
According to Intercargo's Annual Report on Form 10-K
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<PAGE>
for the year ended December 31, 1995, there were 7,640,981
shares of Intercargo Common Stock outstanding as of March
21, 1996. Orion may be deemed to be the beneficial owner
of all shares of Intercargo Common Stock owned by SICH.
SICH owns 1,622,209 shares in the aggregate or
approximately 21.2% of Intercargo's Common Stock. During
the past 60 days, SICH purchased a total of 95,725 shares
of Intercargo Common Stock on the dates and at the prices
set forth in Appendix B hereto. All of the shares
purchased by SICH were purchased in open market
transactions on NASDAQ.
SICH has sole power to vote and dispose of its shares of
Intercargo Common Stock; decisions with respect to
acquisitions, voting and dispositions are made by the
Investment Committee of SICH. A majority of the committee
members of SICH are officers and/or directors of Orion.
Orion's direct voting control of SICH enables Orion
ultimately to direct the acquisition, voting and
disposition of the shares of Intercargo Common Stock held
by SICH.
Except as set forth above, or to the extent that the
officers and directors of Orion and SICH may be deemed to
"beneficially own" shares of Intercargo Common Stock by
reason of their voting power or investment power with
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respect to the shares owned by SICH, no officer or director
of Orion or SICH beneficially owns, or has the right to
acquire, directly or indirectly, any shares of Intercargo
Common Stock or has effected any transaction in shares of
Intercargo Common Stock during the past sixty days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with respect to Securities of
the Issuer
---------------------------------------------.
See Item 4.
Item 7. Materials to be filed as Exhibits
------------------------------------.
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/ Michael P. Maloney
-------------------------
Vice President, General
Counsel and Secretary
SECURITY INSURANCE COMPANY OF HARTFORD
By:/s/ Michael P. Maloney
-----------------------
Michael P. Maloney
Senior Vice President
Dated: April 23, 1996
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APPENDICES
APPENDIX Page
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A Names, addresses and principal 13
occupations of officers and
directors of Orion and SICH
B Purchases of Intercargo 19
Common Stock by SICH
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<PAGE>
APPENDIX A
Principal Occupation
Name and Address or Employment
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Alan R. Gruber (1 and 2) 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 SICH
W. Marston Becker (1 and 2) Vice Chairman of the Board
Design Professionals of Orion and SICH;
Insurance Company President and Chief
2959 Monterey/Salinas Highway Executive Officer of
Monterey, California 93940 Design 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 and 2) President and Chief
Orion Capital Corporation Operating Officer of
9 Farm Springs Drive Orion; President of SICH
Farmington, Connecticut 06032
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
(2) Director of SICH
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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 Senior Vice President of
Orion Capital Corporation Orion and SICH; Chairman
9 Farm Springs Drive of Employee Benefits
Farmington, Connecticut 06032 Insurance Company
("EBIC"), a wholly-owned
subsidiary of Orion
Daniel L. Barry (2) Vice President, Chief
Orion Capital Corporation Financial Officer and
9 Farm Springs Drive Controller of Orion; Vice
Farmington, Connecticut 06032 Chairman of Security
Reinsurance Company
("Security Re"), an
indirect wholly-owned
subsidiary of Orion; and
Senior Vice President,
Chief Financial Officer
and Controller of SICH
Michael P. Maloney, Esq. (2) 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 SICH
William G. McGovern Vice President and Chief
Orion Capital Corporation Actuary of Orion; Senior
9 Farm Springs Drive Senior Vice President and
Farmington, Connecticut 06032 Chief Actuary of SICH
Vincent T. Papa (2) 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
SICH
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(2) Director of SICH
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Principal Occupation
Name and Address or Employment
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Raymond J. Schuyler (2) Vice President of Orion;
Orion Capital Corporation Senior Vice President-
600 Fifth Avenue Investments of SICH
New York, New York 10020
Eva Schlehofer Senior Vice President of
Orion Capital Companies SICH
9 Farm Springs Drive
Farmington, Connecticut 06032
Stanley G. Fullwood (2) Vice President, General
Orion Capital Companies Counsel and Secretary
9 Farm Springs Drive of SICH
Farmington, Connecticut 06032
Craig A. Nyman Vice President and
Orion Capital Companies Treasurer of SICH
9 Farm Springs Drive
Farmington, Connecticut 06032
Graham A. Addington Vice President of SICH
Security Insurance Company
of Hartford
155 University Avenue, Suite 702
Toronto, Ontario M5H 3B7
Canada
Leland H. Beman Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
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(2) Director of SICH
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Principal Occupation
Name and Address or Employment
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Anne Campbell Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
Thomas A. Clark Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
William M. Demmon Senior Vice President of
Design Professionals Insurance DPIC; Vice President of
Company SICH
2959 Monterey/Salinas Highway
Monterey, California 93940
Jonathan H. Gice President of EBIC;
EBI Companies Vice President
325 North Corporate Drive of SICH
Suite 100
Brookfield, Wisconsin 53045
John H. Holler Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
George R. Nebel Vice President of Security
Security Reinsurance Company Re and SICH
111 Pavonia Avenue, Suite 1201
Jersey City, New Jersey 07310
Lawrence D. Nolen Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
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Principal Occupation
Name and Address or Employment
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Roy B. Pomerantz Vice President of Security
Security Reinsurance Company Re and SICH
312 Farmington Avenue
Farmington, Connecticut 06032
Kevin W. Sullivan Vice President-Investments
Orion Capital Corporation of SICH
600 Fifth Avenue
New York, New York 10020
Richard C. Tardif Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
David J. Vermeulen Senior Vice President of
Design Professionals Insurance DPIC; Vice President of
Company SICH
2959 Monterey/Salinas Highway
Monterey, California 93940
Peter M. Vinci Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
James W. Webb Vice President of SICH
Orion Capital Companies
9 Farm Springs Drive
Farmington, Connecticut 06032
Florence E. Whitmire Senior Vice President of
Design Professionals Insurance DPIC; Vice President of
Company SICH
2959 Monterey/Salinas Highway
Monterey, California 93940
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APPENDIX B
Purchases of Intercargo Common Stock by SICH
Number of Price Per Share
Date Shares (including commission)
- ----- ---------- ----------------------
3/14/96 400 $ 7.925
3/15/96 5,000 8.55
3/18/96 575 8.30
3/19/96 4,600 8.55
3/19/96 600 8.30
3/20/96 40,650 8.425
3/28/96 6,000 8.80
4/02/96 3,800 8.925
4/04/96 800 8.9094
4/09/96 300 8.675
4/10/96 5,000 8.705
4/15/96 2,400 8.55
4/16/96 2,500 8.55
4/17/96 900 8.675
4/18/96 15,000 8.80
4/19/96 1,000 9.05
4/22/96 1,300 9.175
4/23/96 4,900 9.31
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