<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 14D-1
Amendment No. 6
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
------------
================================================================================
<PAGE>
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 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 27, 1999, Amendment No. 4
filed on October 18, 1999 and Amendment No. 5 filed on November 5, 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 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(c) is hereby amended and supplemented
by the following:
Approval notification from insurance regulatory bodies in California,
Colorado, Connecticut, Oklahoma, Oregon, North Carolina, South Carolina and
Texas has been received.
The information set forth in Item 10(f) is hereby amended and supplemented
by the following:
On November 8, 1999, Royal plc issued a press release announcing that it
had received all insurance regulatory approvals, the receipt of which are
conditions to the consummation of the Offer; a copy of such press release is
attached hereto as Exhibit (a)(15) and incorporated herein by reference.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
(a)(15) Press Release of Royal plc dated November 8, 1999.
2
<PAGE>
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 8, 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
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential Page No.
- ------- -------------------
(a)(15) Press Release of Royal plc dated November 8, 1999.
4
<PAGE>
FOR IMMEDIATE RELEASE:
ROYAL & SUNALLIANCE INSURANCE GROUP plc ANNOUNCES
RECEIPT OF ALL INSURANCE REGULATORY APPROVALS --
EXPECTS TO CONSUMMATE TENDER OFFER ON NOVEMBER 12, 1999
New York, New York, November 8, 1999 -- Royal & Sun Alliance Insurance Group
plc, London, announced today that it has received all insurance regulatory
approvals, the receipt of which are conditions to the consummation 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.
Royal & Sun Alliance reported that is has received approval from the Connecticut
Department of Insurance, which in combination with approvals previously received
from California, Colorado, North Carolina, Oklahoma, Oregon, South Carolina and
Texas completes the approval process for the pending transaction.
Royal & Sun Alliance also announced that it expects to consummate the tender
offer when it expires at 4:30 p.m., New York City time, on Friday, November 12,
1999. No assurance can be given, however, that such consummation will take
place or that the tender offer will not be further extended.
Citibank N.A. is 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 Depository Receipt Program (RSANY).
For more information about Royal & SunAlliance or Orion Capital, visit their web
sites at www.royalsunalliance.com and www.orioncapital.com.
------------------------ --------------------
CONTACT: MacKenzie Partners, Inc. Mark Harnett, (212) 929-5877.
