Exhibit (d)(9) From: Vincent T. Papa Dawn Dover (212) 332-8080 Robert Siegfried Jeanne Hotchkiss Kekst and Company (860) 674-6754 (212) 593-2655 FOR IMMEDIATE RELEASE ORION CAPITAL PROCEEDING WITH CASH TENDER OFFER FOR GUARANTY NATIONAL SHARES New York, New York, May 23, 1996 -- Orion Capital Corporation acknowledged today that it has received a copy of a filing on Schedule 14D-9 made by Guaranty National Corporation, reporting that a Special Committee of Guaranty National's Board of Directors declined to make any recommendation with respect to the Offer to Purchase. Commenting on the filing, Alan R. Gruber, the Chairman and Chief Executive Officer of Orion Capital, said: "We believe that the decision to make no recommendation is appropriate and entirely consistent with Orion Capital's desire to make the offer available to each and every stockholder of Guaranty National, allowing each stockholder to make his or her own decision as to whether to tender." Orion's cash offer at $17.50 per share is presently scheduled to remain open until midnight on June 5, 1996. Subject to the terms and conditions of the Offer, if shares are accepted for purchase all shares validly tendered will be accepted, subject to proration if more than 4,600,000 shares are validly tendered. Orion Capital also stated today that it has been served with a complaint in an action entitled Eugenia Gladstone Vogel v. Guaranty National Corporation, et al. which has been filed in the Supreme Court for the State and County of New York. The complaint seeks damages and other relief allegedly arising out of the Offer to Purchase. An Orion spokesperson stated that in Orion's opinion the claims made in the complaint are without merit and that Orion intends vigorously to defend the litigation. The spokesperson stated that he understood that two other suits have been filed in the state courts in Colorado alleging similar claims and seeking similar relief. Orion has not been served in either of these actions. Orion Capital Corporation is engaged in the specialty property and casualty insurance business through wholly-owned subsidiaries which include EBI Companies, DPIC Companies, Connecticut Specialty Insurance Group, SecurityRe Companies and Wm. H.McGee & Co. Inc., as well as through its 49.5% ownership interest in Guaranty National Corporation. ###