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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 1
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
None
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
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
668,900
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
2.5%
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 & 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
668,900
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
2.5%
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, 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 ("Schedule 14D-1") filed with
the Securities and Exchange Commission (the "Commission") on July 16, 1999, 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").
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(f) is hereby amended and supplemented
by the following:
On August 12, 1999, Royal plc issued a press release announcing that the
Offer, the proration period and withdrawal rights have been extended and will
now expire at midnight, New York City time, on Friday, September 10, 1999; a
copy of such press release is attached hereto as Exhibit (a)(10) and
incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(10) Press Release of Royal plc dated August 12, 1999.
OFFER TO PURCHASE: Section 12. Plans for the Company; Other Matters
The information set forth in the Offer to Purchase, Section 12. "Plans for
the Company; Other Matters" is hereby amended and supplemented by adding the
following paragraphs after the third paragraph:
The Company directly, or through trusts sponsored by the Company, has
outstanding: (i) $110,000,000 9 1/8% Senior Notes due September 1, 2002; (ii)
$100,000,000 7 1/4% Senior Notes due July 15, 2005; (iii) 125,000,000 7.701%
Trust Preferred Securities; and (iv) 125,000,000 8.73% Trust Preferred
Securities (collectively, the "Orion Debt"). Following the Effective Time of the
Merger, Royal US currently intends for the Orion Debt to remain outstanding.
However, Royal US is in the process of evaluating its options with respect to
the Orion Debt and may take such action with respect to the Orion Debt as it
deems appropriate, including refinancing.
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The Orion Debt is currently registered under the Exchange Act. Registration
under the Exchange Act may be terminated upon application by the Company to the
SEC if such securities are not listed on a national securities exchange or
quoted on NASDAQ and there are fewer than 300 record holders of such securities.
Royal US may seek to cause the Company to make an application for the
termination of the registration of the Senior Notes under the Exchange Act after
the Effective Time of the Merger.
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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: August 12, 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/ D.J. Miller
------------------------------------
Name: D.J. Miller
Title: Director, Legal & Secretarial
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Sequential Page No.
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(a)(10) Press Release of Royal plc dated August 12, 1999.
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EXHIBIT 99(A)(10)
FOR IMMEDIATE RELEASE:
ROYAL & SUN ALLIANCE INSURANCE GROUP plc EXTENDS EXPIRATION DATE OF TENDER
OFFER FOR ORION CAPITAL CORPORATION
New York, New York, August 12, 1999 - Royal & Sun Alliance Insurance Group plc,
London, announced today that it has extended the expiration date of its US$50.00
per share cash tender offer for all the outstanding shares of common stock of
Orion Capital Corporation (NYSE:OC), Farmington, CT to 12:00 midnight, New York
City time, on Friday, September 10, 1999, unless the tender offer is further
extended. The extension has been made in order to permit the parties to obtain
insurance regulatory approvals.
Royal & Sun Alliance has made the initial filings with the applicable insurance
regulatory authorities and has received verbal notification that the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, has been terminated.
As of the close of business on August 11, 1999, approximately 5,123,805 million
shares of common stock of Orion had been validly tendered and not withdrawn
pursuant to the tender offer.
Citibank N.A. is depositary 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 (RSAL) and has a Level 1 American
Depositary Receipt Program (RSANY).
For more information about Royal & Sun Alliance 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.
