SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities Exchange Act of 1934)
Guaranty National Corporation
-----------------------------
(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
--------------------------------------
(Name of Person (s) Filing Statement
Common Stock, par value $1.00 per share
---------------------------------------
(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
----------------------------------------------------------
(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 insurance
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 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 and by Amendment No. 4 dated June 18,
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 2, 1996 of Orion attached as Exhibit
(d)(14) 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 the Schedule 13E-3 or
the Offer to Purchase, dated May 8, 1996 as supplemented by the
-2-
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. 5 to the Schedule
14D-1 of the Purchasers dated July 2, 1996 attached hereto as
Exhibit (g)(5) ("Amendment No. 5 to the Schedule 14D-1"). The
information set forth in the press release dated July 2, 1996 of
Orion attached hereto as Exhibit (d)(14) is also hereby
incorporated herein by reference.
Item 16. Additional Information
------------------------------------
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. 5 to the
Schedule 14D-1. The Memorandum of Understanding attached hereto
as Exhibit (d)(15) is incorporated herein by reference.
Whether or not otherwise specifically referenced in
response to the Items of this Statement, the information contained
in the press release dated July 2, 1996 of Orion attached hereto
as Exhibit (d)(14) is incorporated herein by reference.
Item 17. Material to be Filed as Exhibits
------------------------------------
(d)(14) Press Release dated July 2, 1996 of Orion Capital
Corporation.
-3-
(d)(15) Memorandum of Understanding dated July 2, 1996.
(g)(5) Amendment No. 5, dated July 2, 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.
-4-
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 2, 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
-5-
EXHIBIT INDEX
Exhibit Description
------- -----------
(d)(14) Press Release dated July 2, 1996 of Orion
Capital Corporation.
(d)(15) Memorandum of Understanding dated July 2,
1996.
(g)(5) Amendment No. 5, dated July 2, 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.
-6-