SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
(Amendment No. 7)
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
September 13, 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 13 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 274,300
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive 274,300
Each Reporting Power
Person With (10) Shared Dispositive
Power
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<PAGE>
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 274,300
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) 6.0%
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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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<PAGE>
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
January 11, 1990, by Amendment No. 4 dated May 17, 1991, by Amendment
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<PAGE>
No. 5 dated May 13, 1996 and by Amendment No. 6 dated August 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.
The executive officers and directors of Orion and each of the
Subsidiaries, 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 hereto.
Each of the persons listed in Appendix A hereto is a citizen of
the United States, except for Gordon F. Cheesbrough, who is a citizen
of Canada. Neither Orion nor any of the Subsidiaries, nor to their
best knowledge, any executive officer or director of Orion or any of
the Subsidiaries 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 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 274,300 shares in the aggregate or approximately
6.0% of the Scheib Capital Stock. Orion may continue to be deemed
the beneficial owner of all shares of Scheib Capital Stock owned by
the Subsidiaries. Of the 274,300 shares, CI owns 17,500 shares,
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<PAGE>
EBIC owns 30,300 shares, EIC owns 48,000 shares, F&C owns 62,900
shares, SICH owns 85,600 shares and SRC owns 30,000 shares. Since
August 13, 1996, the Subsidiaries sold a total of 56,000 shares on
the dates and at the prices set forth in Appendix B hereto. All of
the shares sold by CI 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.
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 August 13, 1996.
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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/ Alan R. Gruber
-----------------------------
Alan R. Gruber
Chairman of the Board
and Chief Executive 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/ Alan R. Gruber
---------------------------
Alan R. Gruber
Chairman
Date: September 19, 1996
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<PAGE>
APPENDICES
APPENDIX PAGE
A Names, addresses and principal 9
occupations of Executive Officers
and Directors of Orion and the
Subsidiaries
B List of Sales of Scheib Capital 13
Stock
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<PAGE>
APPENDIX A
Principal Occupation
Name and Address or Employment
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Alan R. Gruber (1--7) 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 each of the
Subsidiaries
W. Marston Becker (1--7) Vice Chairman of the Board
Orion Capital Corporation of Orion and each of the
9 Farm Springs Drive Subsidiaries.
Farmington, CT 06032
Gordon F. Cheesbrough (1) Chairman and Chief
Scotia Capital Markets Executive Officer,
40 King Street West Scotia Capital Markets;
Scotia Plaza, 66th Floor Chairman and Chief
Toronto, Ontario M5W 2X6 Executive Officer,
Canada ScotiaMcLeod, Inc.,
Canadian investment
dealers
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
Victoria R. Fash Senior Vice President -
Dun & Bradstreet Business Strategy, Dun &
200 Nyala Farms Road Bradstreet
Westport, Connecticut 06880
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
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(l) Director of Orion (5) Director of F&C
(2) Director of CI (6) Director of SICH
(3) Director of EBIC (7) Director of SRC
(4) Director of EIC
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<PAGE>
Principal Occupation
Name and Address or Employment
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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.
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
87 Farm Lane Consultant to Orion
South Dennis, Massachusetts 02660
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, a sub-
sidiary 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 (3 & 4) Senior Vice President of
Orion Capital Corporation Orion, CI, EIC, F&C and
9 Farm Springs Drive SICH; Chairman of EBIC
Farmington, Connecticut 06032
Daniel L. Barry (2--7) Vice President and Chief
Orion Capital Corporation Financial Officer of
9 Farm Springs Drive Orion; Vice Chairman
Farmington, Connecticut 06032 of SRC; Chief Financial
Officer of CI, EBIC, EIC
F&C and SICH
Michael P. Maloney, Esq. (2 & 4--7) 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 each of the
Subsidiaries
William G. McGovern Vice President and Chief
Orion Capital Corporation Actuary of Orion; Senior
9 Farm Springs Drive Vice President and
Farmington, Connecticut 06032 Chief Actuary of each of
the Subsidiaries
Vincent T. Papa (2 & 5--7) Vice President and
Wm. H. McGee & Co., Inc. Director of Investment
Four World Trade Center Relations of Orion;
Suite 6274 Chairman of Wm. H. McGee &
New York, New York 10048 Co., Inc., a wholly-owned
subsidiary of Orion; and
Senior Vice President of
each of the Subsidiaries
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(2) Director of CI (5) Director of F&C
(3) Director of EBIC (6) Director of SICH
(4) Director of EIC (7) Director of SRC
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<PAGE>
Principal Occupation
Name and Address or Employment
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Raymond J. Schuyler (6) Vice President and Chief
Orion Capital Corporation Investment Officer of
600 Fifth Avenue Orion; Senior Vice
New York, New York 10020 President-Investments of
each of the Subsidiaries
Jonathan H. Gice (3) Vice President of Orion;
EBI Companies President of EBIC; Vice
325 North Corporate Drive President of CI, EIC,
Brookfield, Wisconsin 53045 F&C and SICH
Lawrence D. Nolen (7) President of SRC;
Orion Capital Companies Vice President of
312 Farmington Avenue SICH
Farmington, Connecticut 06032
Ralph M. Herrmann Senior Vice President
Orion Capital Companies of CI, EBIC, EIC and
9 Farm Springs Drive F&C
Farmington, Connecticut 06032
Eva Schlehofer (2--6) Senior Vice President of
Orion Capital Companies CI, EBIC, EIC, F&C and
9 Farm Springs Drive SICH
Farmington, Connecticut 06032
Stanley G. Fullwood (2--7) Vice President, General
Orion Capital Companies Counsel and Secretary
9 Farm Springs Drive of each of the Sub-
Farmington, Connecticut 06032 sidiaries
Craig A. Nyman Vice President and
Orion Capital Companies Treasurer of each of
9 Farm Springs Drive the Subsidiaries
Farmington, Connecticut 06032
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(2) Director of CI (5) Director of F&C
(3) Director of EBIC (6) Director of SICH
(4) Director of EIC (7) Director of SRC
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<PAGE>
APPENDIX B
Sales of Earl Scheib Capital Stock
Number of Price Per Share
Date Company Shares (net of commission)
- ----- -------- ---------- -------------------
8/30/96 CI 1,700 $ 7.96
9/04/96 EBIC 3,300 7.96
9/11/96 SICH 9,000 7.95
9/12/96 SICH 5,000 8.085
9/12/96 SICH 5,000 8.21
9/12/96 SICH 5,000 8.335
9/12/96 SICH 5,000 8.46
9/13/96 SICH 12,000 8.71
9/13/96 SICH 5,000 8.385
9/13/96 SICH 5,000 8.46
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