ORION CAPITAL CORP
NT 10-Q, 1999-11-12
SURETY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                          Commission File Number 1-7801
                             -----------------------
                           NOTIFICATION OF LATE FILING
   (Check One): |_| Form 10-K     |_| Form 11-K  |_| Form 20-F    X Form 10-Q
|_| Form N-SAR
       For Period Ended:  September 30, 1999
                          ---------------------------------------------------
|_| Transition Report on Form 10-K          |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F          |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
       For the Transition Period Ended:
                                      ---------------------------------------
       Read attached  instruction  sheet before preparing form.  Please print or
type.
       Nothing in this form shall be construed to imply that the  Commission has
       verified any information contained herein. If the notification relates to
       a portion of the filing checked above, identify the item(s) to which the
notification relates:   N/A
                       --------------------------------------------------------

- -------------------------------------------------------------------------------
                                     PART I
                             REGISTRANT INFORMATION
Full  name of registrant  ORION CAPITAL CORPORATION
                          -----------------------------------------------------
Former name if applicable
N/A
- -------------------------------------------------------------------------------
Address of principal executive office (Street and number)
9 Farm Springs Road
- -------------------------------------------------------------------------------
City, state and zip code   Farmington, CT 06032
                          -----------------------------------------------------
                                     PART II
                             RULE 12b-25 (b) AND (c)

          If the subject report could not be filed without  unreasonable  effort
     or expense and the registrant  seeks relief  pursuant to Rule  12(b)-25(b),
     the following should be completed. (Check box if appropriate.)

     (a)The  reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;
     (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
     before the 15th calendar year  following  the  prescribed  due date; or the
     subject  quarterly  report or  transition  report on Form 10-Q,  or portion
     thereof  will be filed on or before the fifth  calendar day  following  the
     prescribed  due date; and
     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

X|_|
                                    PART III
                                    NARRATIVE
       State below in reasonable  detail the reasons why Form 10-K,  11-K, 20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the  prescribed  time  period.  (Attached  extra  sheets if needed.) To reflect,
without unreasonable expense or effort,  post-period  activities associated with
the  impending  merger of the  Company,  the Company  needs  additional  time to
prepare its Form 10-Q.




<PAGE>




                                     PART IV
                                OTHER INFORMATION

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
     notification  Michael L. Pautler       860       674-6904
     --------------------------------------------------------------------------
                    (Name)                (Area Code) (Telephone Number)

     (2) Have all other periodic  reports  required under Section 13 or 15(d) of
     the Securities Exchange Act of 1934 or Section 30 of the Investment Company
     Act of 1940 during the preceding 12 months or for such shorter  period that
     the  registrant  was  required to file such  report(s)  been filed?  If the
     answer is not, identify report(s). X Yes |_| No

     (3) Is it anticipated that any significant  change in results of operations
     from the corresponding period for the last fiscal year will be reflected by
     the  earnings  statements  to be included in the subject  report or portion
     thereof?  |_| Yes X No

     If so: attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate  of  the  results  cannot  be  made.
                           ORION CAPITAL CORPORATION
     --------------------------------------------------------------------------
     (Name of Registrant  as Specified in Charter) Has caused this  notification
     to be signed on its behalf by the  undersigned  thereunto duly  authorized.
     Date  November  12, 1999 By /s/ Peter M. Vinci,  Vice  President  and Chief
     Accounting Officer        -----------------------------------------------
     --------------------------------------------------------------------------

               Instruction.  The form may be signed by an  executive  officer of
          the  registrant or by any other duly  authorized  representative.  The
          name  and  title of the  person  signing  the  form  shall be typed or
          printed beneath the signature. If the statement is signed on behalf of
          the  registrant  by  any  authorized  representative  (other  than  an
          executive officer), evidence of the representative's authority to sign
          on behalf of the registrant shall be filed with the form.

                                   ATTENTION

     International   misstatements  or  omissions  of  fact  constitute  Federal
     criminal violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  12b-25  of the  General  Rules  and
     Regulations under the Securities Exchange Act of 1934.

     2.  One  signed  original  and  four  conformed  copies  of this  form  and
     amendments  thereto must be  completed  and filed with the  Securities  and
     Exchange Commission,  Washington,  DC 20549, in accordance with Rule 0-3 of
     the General Rules and Regulations under the Act. The information  contained
     in or filed with the form will be made a matter of the public record in the
     Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

     4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
     need not restate  information that has been correctly  furnished.  The form
     shall be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
     unable to  timely  file a report  solely  due to  electronic  difficulties.
     Filers unable to submit a report within the time period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of  Regulation  S-T or apply  for an  adjustment  in  filing  date
     pursuant to Rule 13(b) of Regulation S-T.





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