SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
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, by Amendment No. 3 dated June 11, 1996 and by
Amendment No. 4 dated June 18, 1996 (as heretofore and hereby
amended, the "Schedule 14D-1"), by incorporating by reference
herein the information set forth in the press release dated
July 2, 1996 of Orion attached as Exhibit (a)(14) hereto. This
Statement also amends Items 6, 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
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Purchase of the Purchasers, dated May 8, 1996 as supplemented by
the Supplement to the Offer to Purchase dated June 4, 1996, (the
"Offer to Purchase").
Item 6. Interest in Securities of the Subject Company
---------------------------------------------
The information set forth in Item 6 of the 14D-1 is
hereby supplemented as follows:
At 12:00 midnight, New York City time, on July 1, 1996,
the Offer expired. Based on its preliminary tabulation, State
Street Bank and Trust Company, the depositary for the Offer, has
informed the Purchasers that approximately 7,036,092 Shares were
validly tendered and not withdrawn pursuant to the Offer
(including 2,634,346 Shares tendered by means of notices of
guaranteed delivery). On July 2, 1996, effective as of 12:01
a.m., Purchasers accepted for payment, on a pro rata basis,
4,600,000 of the Shares validly tendered and not withdrawn prior
to the expiration of the Offer, which, together with the 7,409,942
Shares currently owned by Purchasers, represent approximately 80.3%
of the Shares currently outstanding. The preliminary proration
factor is 65.3772 percent. The final proration factor will be
determined after the precise number of validly tendered Shares is
calculated. Payment for Shares accepted for payment pursuant to
the Offer will not be made until the final proration factor is
known. The information set forth in the press release dated
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July 2, 1996 of Orion attached hereto as Exhibit (a)(14) is
incorporated herein by reference.
Item 10. Additional Information
----------------------
The information set forth in Item 10 of the 14D-1 is
hereby supplemented as follows:
(e) On July 2, 1996, Orion signed on behalf of the
Purchasers a Memorandum of Understanding with respect to the
settlement and dismissal of all three litigations which have been
purportedly commenced, on behalf of the stockholders of Guaranty
National Corporation as a class, and in which the Purchasers have
been named among the defendants. One action (VOGEL V. GUARANTY
NATIONAL CORPORATION, ET AL.) is pending in the State of New York
and two others (VOGEL V. GUARANTY NATIONAL CORPORATION, ET AL. and
MILLER V. ROGER B. WARE, ET AL.) are pending in the State of
Colorado. The plaintiffs would, under the terms of the Memorandum
of Understanding, terminate all pending litigation on behalf of
the entire class of allegedly affected stockholders, based on the
revisions which Purchasers have previously made in the terms of
the tender offer. In the Memorandum of Understanding the
Purchasers have agreed not to oppose the settlement proposed,
including the payment by the named defendants upon dismissal of
all claims of plaintiffs' legal fees and expenses in all actions
in an aggregate amount not to exceed $610,000. The Memorandum of
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Understanding attached hereto as Exhibit (a)(15) is incorporated
herein by reference.
(f) 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 (a)(14) is incorporated herein by reference.
Item 11. Material to be Filed as Exhibits
--------------------------------
(a)(14) Press Release dated July 2, 1996
of Orion Capital Corporation.
(a)(15) Memorandum of Understanding dated
July 2, 1996.
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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 2, 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 HARTFORD
SECURITY INSURANCE COMPANY OF
HARTFORD
By /s/ Michael P. Maloney
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Senior Vice President
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EXHIBIT INDEX
Exhibit Description
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(a)(14) Press Release dated July 2, 1996
of Orion Capital Corporation.
(a)(15) Memorandum of Understanding dated
July 2, 1996.
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