SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
ORION CAPITAL CORPORATION
(NAME OF SUBJECT COMPANY)
ORION CAPITAL CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00
PER SHARE
(TITLE OF CLASS OF SECURITIES)
686268-10-3
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN J. MCCANN, ESQ.
EXECUTIVE VICE PRESIDENT AND SECRETARY
ORION CAPITAL CORPORATION
9 FARM SPRINGS ROAD
FARMINGTON, CT 06032
(860) 674-6834
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
ALAN C. MYERS, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
(212) 735-3000
INTRODUCTION
Orion Capital Corporation, a company incorporated under the laws
of the State of Delaware (the "Company"), hereby amends and supplements its
Solicitation/Recommendation Statement on Schedule 14D-9 initially filed
with the Securities and Exchange Commission on July 16, 1999, relating to
the offer by NTG Acquisition Corp., a company incorporated under the laws
of the State of Delaware ("Purchaser"), to purchase all of the issued and
outstanding common stock, par value $1.00 per share, of the Company (the
"Shares"), upon the terms and subject to the conditions set forth in the
Offer to Purchase dated July 16, 1999 and the Letter of Transmittal dated
July 16, 1999.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4(b) is hereby amended and supplemented by deleting and replacing
in their entirety roman numerals (ix) and (x) of the eleventh paragraph
with the following:
(ix) The fact that the terms of the Merger Agreement, including the
price to be paid, compare favorably to the terms and prices paid in other
recent acquisition transactions. The following transactions in 1999 and
1998 were considered:
Acquiring Company Acquired Company
----------------- ----------------
Fireman's Fund Insurance Co. Wm. H. McGee & Company
Fortis American Bankers Insurance Group Inc.
XL Capital Ltd. NAC Re Corp.
The Chubb Corporation Executive Risk Inc.
AXA-UAP GRE Financial Ltd.
Liberty Mutual Insurance Co. GRE Financial Ltd.
ACE Limited CIGNA Property and Casualty Businesses
EXEL Ltd. Intercargo Corporation
Markel Corporation Gryphon Holdings Inc.
Ohio Casualty Corporation Great American Insurance Company
Associates First Capital Co. The Northland Company
Fund American Companies Folksamerica Group
Berkshire Hathaway Inc. General Re Corporation
Nationwide Mutual Insurance Co. Allied Group Inc.
Guardian Royal Exchange Plc. The Netherlands Insurance Company
EXEL Ltd. Mid Ocean Ltd.
The St. Paul Companies Inc. USF&G Corporation
(x) Possible alternatives to the Offer that might be available to the
Company and its shareholders, including, without limitation, continuing to
operate the Company as a independent entity and the risks associated
therewith. In this connection, the Board considered pursuing investments
in or joint ventures with other entities engaged in businesses similar to
the Company's or investments by such entities in the Company. The Board
also considered the likelihood that any other entity would be willing and
able to complete a transaction involving the acquisition of the Company
with a price and other terms superior to the Offer and Merger.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Item 5 is hereby amended and supplemented by deleting and replacing in
its entirety the second paragraph with the following:
In addition if the Company is entitled to receive a "break-up fee" or
"termination fee," then the Company will pay to DLJ an amount equal to 20%
of such fee, less the fee paid in connection with the DLJ Fairness Opinion.
In the event that the Company were to receive a breakup or termination fee,
the Merger Agreement would have been terminated and DLJ would not receive
the transaction fee described in the preceding paragraph. Accordingly, in
order to compensate DLJ for its time and effort on the Company's behalf
under this circumstance, and as part of the overall negotiations relating
to DLJ's engagement as financial advisor and the fees to be paid by the
Company to it, the Company determined that it would be appropriate, and
accordingly agreed, to pay DLJ a portion of any break-up or termination fee
it received.
SIGNATURE
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/ W. Marston Becker
-----------------------------
W. Marston Becker
Chairman and Chief Executive Officer
