SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 6
(FINAL AMENDMENT)
TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Guaranty National Corporation
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(Name of Issuer)
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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(Name of Person (s) Filing Statement)
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 is the final amendment to the Schedule 13E-3 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, by Amendment No. 3 dated June 11, 1996, by Amendment No.
4 dated June 18, 1996 and by Amendment No. 5 dated July 2,
1996 (as heretofore and hereby amended, the "Schedule 13E-3"),
by incorporating by reference herein the information set forth
in the press release dated July 9, 1996 of Orion attached as
Exhibit (d)(16) hereto. This Statement also amends Items 10,
16 and 17 of the Schedule 13E-3 by adding the information set
forth below. Except as otherwise indicated herein, the
Schedule 13E-3 remains unchanged in all respects. Capitalized
terms not otherwise defined herein are defined as set forth in
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the Schedule 13E-3 or in the Offer to Purchase, dated May 8,
1996 as supplemented by the Supplement to the Offer to
Purchase dated June 4, 1996 (the "Offer to Purchase").
Item 10. Interest in Securities of the Issuer
----------------------------------------
The information set forth in Item 10 of the Schedule
13E-3 is hereby supplemented by incorporating herein by
reference the information set forth in Item 6 of Amendment No.
6 (Final Amendment) to the Schedule 14D-1 of the Purchasers
dated July 9, 1996 attached hereto as Exhibit (g)(6)
("Amendment No. 6 (Final Amendment) to the Schedule 14D-1").
The information set forth in the press release dated July 9,
1996 of Orion attached hereto as Exhibit (d)(16) is hereby
incorporated herein by reference.
Item 16. Additional Informatiion
------------------------
The information set forth in Item 16 of the Schedule
13E-3 is hereby supplemented by incorporating herein by
reference the information set forth in Item 10 of Amendment
No. 6 (Final Amendment) to the Schedule 14D-1.
Whether or not otherwise specifically referenced in
response to the Items of this Statement, the information
contained in the press release dated July 9, 1996 of Orion
attached hereto as Exhibit (d)(16) is incorporated herein by
reference.
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Item 17. Material to be Filed as Exhibits
---------------------------------
(d)(16) Press Release dated July 9, 1996 of Orion
Capital Corporation
(g)(6) Amendment No. 6 (Final Amendment) dated July 9,
1996 to the Tender Offer Statement on Schedule
14D-1 of 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 and Security Insurance Company of
Hartford.
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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: July 9, 1996
ORION CAPITAL CORPORATION
By /s/ Michael P. Maloney
--------------------------
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
---------------------------
Senior Vice President
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EXHIBIT INDEX
Exhibit Description
- ------- ------------
(d)(16) Press Release dated July 9, 1996
of Orion Capital Corporation
(g)(6) Amendment No. 6 (Final Amendment) dated
July 9, 1996 to the Tender Offer
Statement on Schedule 14D-1 of 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 and
Security Insurance Company of Hartford.
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