SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 3
Milwaukee Land Company
----------------------
(Name of Issuer)
Common Stock, $.30 par value
(Title of class of securities)
602302101
(CUSIP Number)
Michael P. Maloney, Esq.
Senior 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)
May 20, 1997
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(Date of event which requires filing of this statement)
If filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this statement and is filing this statement
because of Rule 13d-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 1 of 9 Pages
Exhibit Index appears on Page 8
<PAGE>
CUSIP No. 602302101
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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) Connecticut Specialty Insurance
Company
IRS No. 06-1121822
(c) Design Professionals Insurance
Company
IRS No. 94-2319176
(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) The Connecticut Indemnity Company
IRS No. 06-0303520
(h) Guaranty National Corporation
IRS No. 84-0445021
(i) Guaranty National Insurance Company
IRS No. 86-0638259
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2) Check the Appropriate Box if a (a)
Member of a Group (b) X
(c) X
(d) X
(e) X
(f) X
(g) X
(h) X
(i) 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
(c) WC
(d) WC
(e) WC
(f) WC
(g) WC
(h) AF
(i) WC
________________________________________________________________________________
5) Check if Disclosure of Legal
Proceedings are Required
Pursuant to Items 2(d) or 2(e)
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<PAGE>
6) Citizenship or Place of (a) Delaware
Organization (b) Connecticut
(c) California
(d) Connecticut
(e) Connecticut
(f) Connecticut
(g) Connecticut
(h) Colorado
(i) Colorado
(7) Sole Voting
Number Power 79,300
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive
Each Reporting Power 79,300
Person With (10) Shared Dispositive
Power
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11) Aggregate Amount Beneficially
Owned by Each Reporting Person 79,300
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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) 4.7%
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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
(h) CO, HC
(i) CO, IC
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<PAGE>
Item 1. Security and Issuer.
--------------------
This statement relates to the Common Stock, $.30 par value (the
"Common Stock"), of the Milwaukee Land Company ("MLC"). The
principal executive offices of MLC are located at 547 W. Jackson
Boulevard, Chicago, Illinois 60661.
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, six of Orion's wholly-owned
subsidiaries, together with Guaranty National Corporation, an
affiliate of Orion and one of its subsidiaries. The six wholly-
ownedsubsidiaries of Orion are as follows: Connecticut Specialty
Insurance Company. ("CSIC"), a Connecticut corporation; Design
Professionals Insurance Company ("DPIC"), a California corporation;
EBI Indemnity Company ("EBIC"), a Connecticut corporation; The Fire &
Casualty Insurance Company of Connecticut ("F&C"), a Connecticut
corporation; Security Insurance Company of Hartford ("SICH"), a Con-
necticut corporation; and The Connecticut Indemnity Company ("CIC") a
Connecticut corporation. (The six subsidiaries listed above are
sometimes referred to herein as the "Subsidiaries.") The principal
offices of the Subsidiaries are located at 9 Farm Springs Road, Farm-
ington, Connecticut 06032. Orion owns, directly or indirectly, all
of the outstanding capital stock of each of the Subsidiaries. The
Subsidiaries underwrite and sell most types of property and casualty
insurance with an emphasis on commercial insurance in specialized
markets.
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<PAGE>
Orion owns approximately 81.0% of the common stock of Guaranty
National Corporation ("GNC"), a Colorado corporation; and GNC, in
turn, owns all of the outstanding common stock of Guaranty National
Insurance Company ("GNIC"), a Colorado corporation. (GNC and its
subsidiary GNIC are sometimes referred to herein as the
"Affiliates.") The principal offices of the Affiliates are located
at 9800 South Meridian Boulevard, Englewood, Colorado 80112. GNIC
underwrites and sells non-standard commercial and personal automobile
insurance.
This statement amends Items 2, 3 and 5 of the Schedule 13D dated
July 22, 1993, Amendment No. 1 to Schedule 13D dated July 28, 1993
and Amendment No. 2 to Schedule 13D dated April 10, 1997.
and filed with the Commission by Orion and its Subsidiaries and
Affiliates by adding to such items the information contained herein.
Item 3. Source and Amount of Funds or Other Consideration.
---------------------------------------------------
The MLC Common Stock referred to in Item 5 hereof has been sold
subsequent to April 10, 1997 with $160,837.00 received as
consideration.
Item 5. Interest in Securities of Issuer.
---------------------------------
Since April 10, 1997, the date of Amendment No. 2 to the
Schedule 13D, the Subsidiaries and Affiliates have sold 18,000 shares
of MLC Common Stock, on the dates and the prices set forth in Exhibit
A hereto. All of the shares were sold in open market transactions on
the American Stock Exchange.
According to the MLC Information Statement dated June 6, 1996,
there were 1,671,238 shares of MLC Common Stock issued and
outstanding. Orion may be deemed to be the beneficial owner of all
shares of MLC Common Stock owned by the Subsidiaries and the
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<PAGE>
Affiliates. As a result of the sale of 18,000 shares of MLC Common
Stock, Orion, its Subsidiaries and the Affiliates own, as of May 20,
1997, in the aggregate 79,300 shares or 4.7% of the outstanding MLC
Common Stock. Of the 79,300 shares, SICH owns 22,200 shares, CIC
owns 27,200 shares, DPIC owns 2,700 shares, F&C owns 22,900 shares,
CSIC owns 2,000 shares; EBIC owns 800 shares; and GNIC owns the
balance of 1,500 shares.
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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/ Raymond J. Schuyler
--------------------------------
Raymond J. Schuyler
Senior Vice President
and Chief Investment Officer
CONNECTICUT SPECIALTY INSURANCE
COMPANY
DESIGN PROFESSIONALS INSURANCE
COMPANY
EBI INDEMNITY COMPANY
THE FIRE & CASUALTY INSURANCE
COMPANY OF CONNECTICUT
SECURITY INSURANCE COMPANY OF
HARTFORD
THE CONNECTICUT INDEMNITY COMPANY
By: /s/ Raymond J. Schuyler
--------------------------------
Raymond J. Schuyler
Senior Vice President
and Chief Investment Officer
GUARANTY NATIONAL CORPORATION
GUARANTY NATIONAL INSURANCE COMPANY
By: /s/ Raymond J. Schuyler
--------------------------------
Raymond J. Schuyler
Vice President and
Chief Investment Officer
Dated: May 27, 1997
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<PAGE>
EXHIBIT INDEX
Exhibit Page
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A List of Sales of MLC Common Stock 9
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<PAGE>
EXHIBIT A
Sales of MLC Common Stock
--------------------------
Price
Per Share
Number of (including
Date Seller Shares Commission)
- ---- ------ --------- -----------
5/12/97 EBIC 3,000 $ 8.71
5/13/97 F&C 200 8.83
5/14/97 SICH 4,800 8.83
5/14/97 SICH 5,000 8.96
5/16/97 GNC 2,500 9.08
5/20/97 GNC 2,500 9.21
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