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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 14D-1
Amendment No. 7 -- Final Amendment
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
ORION CAPITAL CORPORATION
(Name of Subject Company)
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC
ROYAL GROUP, INC.
NTG ACQUISITION CORP.
(Bidders)
Common Stock, Par Value $1.00 Per Share
(Title of Class)
686268-10-3
(CUSIP Number of Class of Securities)
_____________________________________
Joyce Wheeler, Esq.
Royal Group, Inc.
9300 Arrowpoint Boulevard
Charlotte, North Carolina 28273-8135
Telephone: (704) 522-2000, Facsimile: (704) 522-3111
With a copy to:
Christopher E. Manno, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue, New York, New York 10019-6099
Telephone: (212) 728-8000, Facsimile: (212) 728-8111
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14D-1
1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
NTG Acquisition Corp. 06-1551933
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,599,951
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
93.5%
10. TYPE OF REPORTING PERSON
CO
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14D-1
1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Royal Group, Inc. 51-0233196
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,268,851
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.0%
10. TYPE OF REPORTING PERSON CO
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14D-1
1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
Royal & Sun Alliance Insurance Group plc
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(e) OR 2(f) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,268,851
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
96.0%
10. TYPE OF REPORTING PERSON
CO
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Royal & Sun Alliance Insurance Group plc, a public limited company
organized under the laws of England and Wales ("Royal plc"), NTG Acquisition
Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Royal
plc ("Purchaser"), and Purchaser's parent, Royal Group, Inc., a Delaware
corporation and an indirect wholly-owned subsidiary of Royal plc ("Royal US"),
hereby amend and supplement their Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission (the "Commission") on July 16, 1999, as
amended by Amendment No. 1 filed on August 12, 1999, Amendment No. 2 filed on
September 10, 1999, Amendment No. 3 filed on September 28, 1999, Amendment No. 4
filed on October 18, 1999, Amendment No. 5 filed on November 5, 1999 and
Amendment No. 6 filed on November 8, 1999 ("Schedule 14D-1"), with respect to
the Purchaser's offer to purchase 28,763,329 shares of Common Stock, par value
$1.00 per share (the "Shares"), of Orion Capital Corporation, a Delaware
corporation (the "Company"), and, if applicable, associated Preferred Share
Rights (the "Rights"), upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated July 16, 1999 (the "Offer to Purchase"), and the
related Letters of Transmittal (which together with the Offer to Purchase and
the Supplement constitute the "Offer").
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information set forth in Item 6 is hereby amended and supplemented by
amending and supplementing "Section 9-Certain Information Concerning Purchaser,
Royal US and Royal plc" of the Offer to Purchase as follows:
The Offer expired at 4:30 p.m., New York City time, on Friday, November 12,
1999. Based on information provided by the Depositary, 25,599,951 Shares or
93.5% of the outstanding Shares were validly tendered and not withdrawn
pursuant to the Offer (including those Shares tendered by means of
guaranteed delivery) at the expiration of the Offer. Purchaser has accepted
for payment, and has notified the Depositary to promptly pay for the
tendered and accepted Shares, in accordance with the Offer. On November 12,
1999, Royal plc issued a press release; a copy of which is attached hereto
as Exhibit (a)(16) and incorporated herein by reference.
Royal plc, Royal US and Purchaser intend to complete the acquisition of the
remaining Shares by promptly merging Purchaser with and into the Company in
accordance with Delaware's short form merger provisions.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(16) Press Release of Royal plc dated November 12, 1999.
2
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November 15, 1999
NTG ACQUISITION CORP.
By: /s/ Terry Broderick
-----------------------------------
Name: Terry Broderick
Title: President
ROYAL GROUP, INC.
By: /s/ Terry Broderick
-----------------------------------
Name: Terry Broderick
Title: President
ROYAL & SUN ALLIANCE INSURANCE
GROUP PLC
By: /s/ Jan Miller
-----------------------------------
Name: Jan Miller
Title: Director, Financial Control and Group
Company Secretary
3
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INDEX TO EXHIBITS
Exhibit Sequential Page No.
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(a)(16) Press Release of Royal plc dated November 12, 1999.
4
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EXHIBIT A16
FOR IMMEDIATE RELEASE:
ROYAL & SUNALLIANCE INSURANCE GROUP plc ANNOUNCES
COMPLETION OF TENDER OFFER FOR ORION CAPITAL CORPORATION
New York, New York, November 12, 1999 -- Royal & Sun Alliance Insurance Group
plc, London, announced today that NTG Acquisition Corp., its indirect wholly
owned subsidiary, has accepted for payment approximately 25,599,951 shares of
common stock of Orion Capital Corporation (NYSE: OC), Farmington, CT,
representing approximately 93.5% of the outstanding shares of Orion Capital,
including those shares tendered by means of guaranteed delivery, at $50.00 per
share in cash in accordance with its tender offer for all outstanding shares of
Orion Capital. The tender offer expired at 4:30 p.m., New York City time on
Friday, November 12, 1999.
Royal & Sun Alliance intends to promptly merge NTG Acquisition Corp. with and
into Orion Capital in accordance with Delaware's short form merger provisions.
As a result of the merger, Orion Capital will become an indirect, wholly owned
subsidiary of Royal & Sun Alliance and each remaining outstanding share of Orion
Capital will be converted, subject to appraisal rights, into the right to
receive $50.00 in cash, without interest.
Citibank N.A. is a depository for the tender offer, MacKenzie Partners, Inc. is
the information agent, and Salomon Smith Barney, Inc. is the dealer manager.
Additional copies of the Offer to Purchase and all other tender offer materials
may be obtained from MacKenzie Partners at 1-800-322-2885. Shareholders may also
contact their brokers, dealers, commercial banks and trust companies or other
nominees for assistance concerning the tender offer.
Orion Capital is a leader in the specialty property and casualty insurance
business through wholly owned subsidiaries operating in three focused segments:
nonstandard personal automobile insurance through OrionAuto, workers
compensation through EBI Companies and specialty commercial insurance through
Orion Specialty, which includes DPIC Companies. Royal & SunAlliance USA, Inc. is
part of Royal & Sun Alliance Insurance Group plc which operates in over 55
countries worldwide and transacts business in over 130 countries. Worldwide net
premium income in 1998 was $16 billion with total assets over $100 billion. The
company is listed on the London Stock Exchange (RSA.L) and has a Level 1
American Depositary Receipt Program (RSANY).
For more information about Royal & SunAlliance or Orion Capital, visit their web
sites at www.royalsunalliance.com and www.orioncapital.com.
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CONTACT: MacKenzie Partners, Inc. Mark Harnett, (212) 929-5877.
