Exhibit (g)(4)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Guaranty National Corporation
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(Name of Subject Company)
Orion Capital Corporation
The Connecticut Indemnity Company
Connecticut Specialty Insurance Company
Design Professionals Insurance Company
EBI Indemnity Company
Employee Benefits Insurance Company
The Fire and Casualty Insurance Company of Connecticut
Security Insurance Company of Hartford
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(Bidder)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
401192109
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(CUSIP Number of Class of Securities)
Michael P. Maloney, Esq.
Vice President and General Counsel
ORION CAPITAL CORPORATION
600 Fifth Avenue
New York, New York 10020-2302
(212) 332-8080
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copy to:
John J. McCann, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3000
This Statement is filed by Orion Capital Corporation
("Orion") and the following of its wholly-owned subsidiaries:
The Connecticut Indemnity Company, Connecticut Specialty
Insurance Company, Design Professionals Insurance Company, EBI
Indemnity Company, Employee Benefits Insurance Company, The
Fire and Casualty Insurance Company of Connecticut and
Security Insurance Company of Hartford (collectively with
Orion, the "Purchasers") relating to the tender offer of the
Purchasers to purchase up to 4,600,000 shares of common stock,
par value $1.00 per share (the "Shares"), of Guaranty National
Corporation, a Colorado corporation (the "Company"). This
Statement further amends the Schedule 14D-1 of the Purchasers,
dated May 8, 1996 previously amended by Amendment No. 1 dated
May 23, 1996, by Amendment No. 2 dated June 4, 1996 and by
Amendment No. 3 dated June 11, 1996 (as heretofore and hereby
amended, the "Schedule 14D-1"), by incorporating by reference
herein the information set forth in the press release dated
June 18, 1996 of Orion attached as Exhibit (a)(13) hereto.
This Statement also amends Items 1, 3, 7, 10 and 11 of the
Schedule 14D-1 by adding the information set forth below.
Except as otherwise indicated herein, the Schedule 14D-1
remains unchanged in all respects. Capitalized terms not
otherwise defined herein are defined as set forth in the
Schedule 14D-1 or in the Offer to Purchase of the Purchasers,
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dated May 8, 1996 as supplemented by the Supplement to the
Offer to Purchase dated June 4, 1996 (the "Offer to
Purchase").
Item 1. Security and Subject Company
-----------------------------
The information set forth in Item 1 of the 14D-1 is
hereby supplemented as follows:
On June 18, 1996 the Purchasers increased the Offer
price from $17.50 per Share net to the seller in cash to
$18.50 per Share net to the seller in cash. The information
set forth in the press release dated June 18, 1996 of Orion
attached hereto as Exhibit (a)(13) is incorporated herein by
reference.
Item 3. Past Contacts, Transactions or Negotiations
with the Subject Company
--------------------------
The information set forth in Item 3 of the 14D-1 is
hereby supplemented as follows:
Discussions took place during the period June 10
through June 17, 1996 between legal counsel for the Purchasers
and legal counsel for the Company, with respect to the
Company's plan to convene a meeting of the Board of Directors
of the Company to consider amendment of the Company's
Shareholder Rights Plan. During those discussions, legal
counsel for the Company reiterated that the Special Committee
and its financial advisors believed the Offer price was
inadequate but suggested that it would be helpful to a
resolution of open issues for the Purchasers to memorialize
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the undertakings of the Purchasers, previously disclosed in
the Supplement to the Offer to Purchase dated June 4, 1996, by
amending the Shareholder Agreement dated November 7, 1991 by
and among the Company, Orion and certain subsidiaries of
Orion, as set forth in Exhibit (c)(5) hereto.
On June 16, 1996, legal counsel for the Company
indicated that if the undertakings previously made could be so
memorialized and the Offer price adjusted as reflected in this
Amendment No. 4, he hoped that the Company's financial
advisors would find that the terms of the Offer are fair to the
holders of Shares from a financial point of view.
On June 17, 1996, during discussions between legal
counsel for the Company and legal counsel for the Purchasers,
further requests were made on behalf of the Company with
respect to clarification of the undertakings previously made
by the Purchasers and for the imposition of a further
condition to the Offer: that a minimum of 3,776,000 Shares (a
majority of the Shares not owned by the Purchasers) be validly
tendered for the Offer to be effective.
At a meeting of the Board of Directors of the
Company held on June 18, 1996, the Special Committee reported
that the Committee's financial advisors are of the opinion
that an Offer of $18.50 in cash, particularly in light of the
Amendment to the Shareholder Agreement attached as Exhibit (c)(5)
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hereto and the imposition of the additional condition reflected in
the press release attached as Exhibit (a)(13) hereto, would be
fair to the stockholders of the Company from a financial point of
view. Messrs. Gruber, Hollen and Sanborn participated in that
meeting by telephone.
The Board of Directors of the Company voted
unanimously (with Messrs. Gruber, Hollen and Sanbornabstaining
and Mr. Shepherd and Ms. Adams not in attendance at the meeting)
to accept and approve the report of the Special Committee and
to recommend acceptance of the Offer by holders of the Shares.
On June 18, 1996, the Chairman of the Purchasers
informed the Company's Board of Directors of their intention
to amend the terms of the Offer as had been requested by the
Special Committee and as reflected in this Amendment No. 4 and
the Exhibits hereto.
Item 7. Contracts, Arrangements, Understandings
or Relationships with Respect to the
Subject Company's Securities
------------------------------------------
The information set forth in Item 7 of the Schedule
14D-1 is hereby supplemented by incorporating the information
set forth in Item 3 above.
Item 10. Additional Information
------------------------
The information set forth in Item 10 of the Schedule
14D-1 is hereby supplemented as follows:
Whether or not otherwise specifically referenced in
response to the Items of this Statement, the information
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contained in the press release dated June 18, 1996 of Orion
attached hereto as Exhibit (a)(13) is incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits
---------------------------------
(a) (13) Press Release dated June 18, 1996
of Orion Capital Corporation
(c) (5) Amendment dated June 18, 1996 to the
Shareholder Agreement by and among
Guaranty National Corporation, Orion
Capital Corporation and certain sub-
sidiaries of Orion Capital Corporation,
as listed therein
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SIGNATURE
After due 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.
Dated: June 18, 1996
ORION CAPITAL CORPORATION
By /s/ Michael P. Maloney
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Vice President, General
Counsel and Secretary
THE CONNECTICUT INDEMNITY COMPANY
CONNECTICUT SPECIALTY INSURANCE COMPANY
DESIGN PROFESSIONALS INSURANCE COMPANY
EBI INDEMNITY COMPANY
EMPLOYEE BENEFITS INSURANCE COMPANY
THE FIRE AND CASUALTY INSURANCE COMPANY
OF CONNECTICUT
SECURITY INSURANCE COMPANY OF HARTFORD
By /s/ Michael P. Maloney
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Senior Vice President
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