SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of l934
(Amendment No. 8)
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
- ------------------------------------------------------------------------------
(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
July 15, 1997
- ----------------------------------------------------------------------------
(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 1 of 15 Pages
<PAGE>
CUSIP No.806398108
- -------------------------------------------------------------------------------
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
- -------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
3) SEC use Only
- -------------------------------------------------------------------------------
4) Source of Funds (a) AF
(See Instructions) (b) WC
(c) WC
(d) WC
(e) WC
(f) WC
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal
Proceedings are Required
Pursuant to Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6 Citizenship or Place of (a) Delaware
Organization (b) Connecticut
(c) Connecticut
(d) Connecticut
(e) Connecticut
(f) Connecticut
- -----------------------------------------------------------------------------
(7) Sole Voting
Number Power 212,900
of Shares (8) Shared Voting
Beneficially Power
Owned by (9) Sole Dispositive 212,900
Each Reporting Power
Person With (10) Shared Dispositive
Power
- -------------------------------------------------------------------------------
- 2 -
<PAGE>
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 212,900
12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(See instructions)
- -------------------------------------------------------------------------------
13) Percent of Class Represented
by Amount in Row (11) 4.6%
- -------------------------------------------------------------------------------
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
- 3 -
<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 five of its wholly-owned
subsidiaries, each of which is a corporation organized under the laws
of the State of Connecticut: The Connecticut Indemnity Company
("CIC"); Employee Benefits Insurance Company ("EBIC"); EBI Indemnity
Company ("EIC"); The Fire & Casualty Insurance Company of Connecticut
("F&C"); and Security Insurance Company of Hartford ("SICH"). The
principal offices of CIC, EBIC, EIC, F&C, and SICH are located at 9
Farm Springs Road, Farmington, Connecticut 06032. Orion owns,
directly or indirectly, all of the outstanding capital stock of each
of CIC, EBIC, EIC, F&C and SICH (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, 3 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
- 4 -
<PAGE>
No. 5 dated May 13, 1996, by Amendment No. 6 dated August 13, 1996,
and by Amendment No. 7 dated September 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, Graham A.
Addington and Aileen Ekmekjian who are citizens of Canada. Graham
A. Addington, who has dual citizenship, is also a citizen of the
United Kingdom. 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 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
The Schieb Capital Stock referred to in Item 5 hereof has
been sold subsequent to September 13, 1996 with $436,423 received as
consideration.
Item 5. Interest in Securities of Issuer.
---------------------------------
According to Scheib's Annual Report on Form 10-K for the
fiscal year ended April 30, 1997, there were approximately 4.6
- 5 -
<PAGE>
million shares of Scheib Capital Stock outstanding as of April 30,
1997. The Subsidiaries own 212,900 shares in the aggregate or
approximately 4.6% 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 212,900 shares, CIC owns
17,500 shares, EBIC owns 33,600 shares, EIC owns 10,400 shares, F&C
owns 44,500 shares and SICH owns 106,900 shares. Since September 19,
1996, the Subsidiaries sold a total of 61,400 shares on the dates and
at the prices set forth in Appendix B hereto. All of the shares sold
by EIC, F&C and SICH 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 September 19,
1996.
- 6 -
<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
THE CONNECTICUT INDEMNITY COMPANY
EMPLOYEE BENEFITS INSURANCE COMPANY
EBI INDEMNITY COMPANY
THE FIRE & CASUALTY INSURANCE COMPANY
OF CONNECTICUT
SECURITY INSURANCE COMPANY OF HARTFORD
By /s/ Raymond J. Schuyler
--------------------------------
Raymond J. Schuyler
Senior Vice President and
Chief Investment Officer
Date: August 7, 1997
- 7 -
<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 15
Stock
- 8 -
<PAGE>
APPENDIX A
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
W. Marston Becker (1--6) Chairman of the Board and
Orion Capital Corporation Chief Executive Officer of
9 Farm Springs Road Orion and each of the
Farmington, CT 06032 Subsidiaries
Gordon F. Cheesbrough (1) Chairman and Chief
Scotia Capital Markets Executive Officer,
40 King Street West ScotiaMcLeod, Inc.,
Scotia Plaza, 66th Floor Canadian investment
Toronto, Ontario M5W 2X6 dealers
Canada
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 (1) Executive Vice President
Cognizant Corporation and Chief Financial
200 Nyala Farms Road Officer of Cognizant
Westport, Connecticut 06880 Corporation
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.
- ------------------------------------------------------------------
(l) Director of Orion
(2) Director of EIC
(3) Director of EBIC
(4) Director of F&C
(5) Director of SICH
(6) Director of CIC
- 9 -
<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
James K. McWilliams (l) Proprietor of McWilliams &
2288 Broadway Company and General
Sand Francisco, California 94115 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) Senior Consultant to
Guaranty National Corporation Guaranty National
9800 South Meridian Boulevard Corporation
Englewood, CO 80112
- -----------------------------------------------------------------
(l) Director of Orion
- 10 -
<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
Raymond W. Jacobsen (2--6) President of EIC; Senior
EBI Companies Vice President of Orion,
500 Park Boulevard CIC, EBIC, F&C and SICH;
Itasca, IL 60143 Chairman of EBIC
Daniel L. Barry (2--6) Senior Vice President and
Orion Capital Corporation Chief Financial Officer of
9 Farm Springs Road Orion, EIC, EBIC, F&C,
Farmington, Connecticut 06032 SICH and CIC
Michael P. Maloney, Esq. (2--6) Senior Vice President,
Orion Capital Corporation General Counsel and
600 Fifth Avenue Secretary of Orion and
New York, New York l0020 EIC; Senior Vice
President, Chief Legal
Officer and Assistant
Secretary of each of the
other Subsidiaries
William G. McGovern Senior Vice President and
Orion Capital Corporation Chief Actuary of Orion;
9 Farm Springs Road Senior Vice President and
Farmington, Connecticut 06032 Chief Actuary of each of
the Subsidiaries
Vincent T. Papa (2--6) Senior Vice President
Wm. H. McGee & Co., Inc. of Orion; Chairman of
Four World Trade Center Wm. H. McGee & Co.; Inc.,
Suite 6274 a wholly-owned subsidiary
New York, New York 10048 of Orion; and Senior Vice
President of each of the
Subsidiaries
- -----------------------------------------------------------------
(2) Director of EIC
(3) Director of EBIC
(4) Director of F&C
(5) Director of SICH
(6) Director of CIC
- 11 -
<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
Raymond J. Schuyler (2--6) Senior Vice President and
Orion Capital Corporation Chief Investment Officer
600 Fifth Avenue of Orion and EIC; Senior
New York, New York 10020 Vice President-Investments
of each of the other
Subsidiaries
Lawrence D. Nolen Vice President of CIC,
Orion Capital Companies SICH and F&C
312 Farmington Avenue
Farmington, Connecticut 06032
Ralph M. Herrmann Senior Vice President
Orion Capital Companies of CIC, EBIC, EIC and F&C
9 Farm Springs Road
Farmington, Connecticut 06032
Eva Schlehofer Vice President of F&C,
Orion Capital Companies SICH and CIC
9 Farm Springs Road
Farmington, Connecticut 06032
Craig A. Nyman Vice President and
Orion Capital Companies Treasurer of Orion and
Farm Springs Road each of the Subsidiaries
Farmington, Connecticut 06032
Stephen M. Mulready (2--6) Vice President of Orion;
Orion Capital Companies Vice President of F&C,
9 Farm Springs Road SICH and CIC
Farmington, Connecticut 06032
Thomas M. Okarma (2--6) Vice President of Orion;
DPIC Companies Vice President of SICH
2959 Monterey/Salinas Highway and CIC
Monterey, California 93940
- -----------------------------------------------------------------
(2) Director of EIC
(3) Director of EBIC
(4) Director of F&C
(5) Director of SICH
(6) Director of CIC
- 12 -
<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
Robert T. Claiborne Vice President, Portfolio
Orion Capital Corporation Manager and Director of
600 Fifth Avenue Research of Orion and each
New York, New York 10020 of the Subsidiaries
Claudia F. Lindsey Vice President of Orion
9 Farm Springs Road and Vice President-
Farmington, Connecticut 06032 Business Development of
each of the Subsidiaries
Victor L. Matthews Vice President and
Orion Capital Corporation Controller of Orion
600 Fifth Avenue
New York, New York 10020
David B. Semeraro Vice President of Orion
Orion Capital Companies and Vice President and
9 Farm Springs Road Chief Information Officer
Farmington, Connecticut 06032 of each of the Sub-
sidiaries
Kevin W. Sullivan Vice President and
Orion Capital Corporation Assistant Chief Invest-
600 Fifth Avenue ment Officer of Orion
New York, New York 10020 and each of the Sub-
sidiaries
William M. Beers Vice President and
DPIC Companies Assistant Secretary of
2959 Monterey/Salinas Highway each of the Subsidiaries
Monterey, California 93940
Leland H. Beman Vice President of each of
Orion Capital Companies the Subsidiaries
9 Farm Springs Road
Farmington, Connecticut 06032
Anne Campbell Vice President of F&C,
Orion Capital Companies SICH and CIC
9 Farm Springs Road
Farmington, Connecticut 06032
- -----------------------------------------------------------------
(2) Director of EIC
(3) Director of EBIC
(4) Director of F&C
(5) Director of SICH
(6) Director of CIC
- 13 -
<PAGE>
<PAGE>
Principal Occupation
Name and Address or Employment
- ---------------- ----------------------
Thomas A. Clark Vice President of F&C,
Orion Capital Companies SICH and CIC
9 Farm Springs Road
Farmington, Connecticut 06032
Richard C. Tardif Vice President of each of
Orion Capital Companies the Subsidiaries
9 Farm Springs Road
Farmington, Connecticut 06032
Peter M. Vinci Vice President and
Orion Capital Companies Controller of each of the
9 Farm Springs Road Subsidiaries
Farmington, Connecticut 06032
James W. Webb Vice President of each of
Orion Capital Companies the Subsidiaries
9 Farm Springs Road
Farmington, Connecticut 06032
Kimberley J. Delany Vice President of EBIC,
EBI Companies EIC, F&C and CIC
12770 Coit Road
Dallas, TX 75251
Graham A. Addington Vice President of SICH
DPIC Companies
155 University Avenue
Toronto, Ontario M5H 3B7
Canada
David J. Vermeulen Vice President of SICH
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
Florence E. Whitmore Vice President of SICH
DPIC Companies
2959 Monterey/Salinas Highway
Monterey, California 93940
- 14 -
<PAGE>
APPENDIX B
Sales of Earl Scheib Capital Stock
Number of Price Per Share
Date Company Shares (net of commission)
- ---- -------- ---------- -------------------
12/26/96 EIC 5,000 $ 7.085
12/30/96 EIC 400 7.085
12/31/96 EIC 2,900 6.960
1/6/97 EIC 2,100 7.960
1/6/97 EIC 2,000 7.085
1/7/97 EIC 2,600 7.085
1/8/97 EIC 5,000 7.210
3/4/97 EIC 2,500 6.835
3/7/97 EIC 5,000 7.335
7/9/97 F&C 200 7.045
7/10/97 EIC 6,400 6.795
7/10/97 EIC 400 6.920
7/11/97 F&C 4,600 6.920
7/11/97 F&C 4,800 7.045
7/14/97 F&C 5,000 7.295
7/14/97 SICH 3,700 7.420
7/14/97 SICH 5,000 7.170
7/15/97 F&C 2,500 7.295
7/15/97 F&C 1,300 7.420
- 15 -
