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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act
of 1934 and Rule 13e-3 (Section 240.13e-3) thereunder)
Guaranty National Corporation
(Name of the 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
(Title of Class of Securities)
401192109
(CUSIP Number of Class of Securities)
Michael P. Maloney, Esq.
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 Person(s) Filing Statement)
Copy to:
John J. McCann, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3000
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This statement is filed in connection with (check the appropriate box):
a. / / The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1]. Regulation 14C [17
CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Section 240.13e-3(c)] under the
Securities Exchange Act of 1934. [Amended in Release No. 34-23789 ( 84,044),
effective January 20, 1987, 51 F.R. 42048.]
b. / / The filing of a registration statement under the
Securities Act of 1933.
c. /X/ A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: / /
Calculation of Filing Fee
- --------------------------------------------------------------------------------
Transaction
valuation Amount of filing fee
----------- --------------------
$80,500,000 $16,100
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* For purposes of calculating the filing fee only. This calculation
assumes the purchase of 4,600,000 shares of common stock, par value
$1.00 per share, of Guaranty National Corporation at $17.50 net per
share in cash.
** The amount of the filing fee, calculated in accordance with Rule
0-11(b) of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate cash value offered for such
number of shares.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $16,100
Form or Registration No.: Schedule 14D-1
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Filing Parties: 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
Date Filed: May 8, 1996
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This Rule 13e-3 Transaction Statement (this "Statement") relates to a
tender offer by Orion Capital Corporation, a Delaware 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, Security Insurance
Company of Hartford (collectively with Orion, 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"), at a
price of $17.50 per Share, net to the seller in cash, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated May 8, 1996 (the
"Offer to Purchase") and in the related Letter of Transmittal (which together
constitute the "Offer"), copies of which are filed as Exhibits (d)(1) and (d)(2)
hereto, respectively, and are incorporated by reference herein in their
entirety.
This Statement is being filed jointly by the Purchasers. By filing
this Schedule 13E-3, none of the joint signatories concedes that Rule 13E-3
under the Securities Exchange Act of 1934, as amended, is applicable to the
Offer or the other transactions contemplated by the Offer to Purchase.
The following cross reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location, in the Schedule
14D-1 (the "Schedule 14D-1") filed by the Purchasers with the Securities and
Exchange Commission on the date hereof, of the information required to be
included in response to the items of this Statement. The information in the
Schedule 14D-1 which is attached hereto as Exhibit (g)(3), including all
exhibits thereto, is hereby expressly incorporated herein by reference and the
responses to each item are qualified in their entirety by the provisions of the
Schedule 14D-1.
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CROSS REFERENCE SHEET
Item in Where located in
Schedule 13E-3 Schedule 14D-1
- -------------- ----------------
Item 1(a) Item 1(a)
Item 1(b) Item 1(b)
Item 1(c) . . . . . . . . . . . . . . . . . . . . . . . . . Item 1(c)
Item 1(d) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 1(e) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 1(f) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 2(a) . . . . . . . . . . . . . . . . . . . . . . . . . Item 2(a)
Item 2(b) . . . . . . . . . . . . . . . . . . . . . . . . . Item 2(b)
Item 2(c) . . . . . . . . . . . . . . . . . . . . . . . . . Item 2(c)
Item 2(d) . . . . . . . . . . . . . . . . . . . . . . . . . Item 2(d)
Item 2(e) . . . . . . . . . . . . . . . . . . . . . . . . . Item 2(e)
Item 2(f) . . . . . . . . . . . . . . . . . . . . . . . . . Item 2(f)
Item 2(g) . . . . . . . . . . . . . . . . . . . . . . . . . Item 2(g)
Item 3(a)(1) . . . . . . . . . . . . . . . . . . . . . . . Item 3(a)
Item 3(a)(2) . . . . . . . . . . . . . . . . . . . . . . . Item 3(b)
Item 3(b) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 4 . . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 5 . . . . . . . . . . . . . . . . . . . . . . . . . . Item 5
Item 6(a) . . . . . . . . . . . . . . . . . . . . . . . . . Item 4(a)
Item 6(b) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 6(c) . . . . . . . . . . . . . . . . . . . . . . . . . Item 4(b)
Item 6(d) . . . . . . . . . . . . . . . . . . . . . . . . . Item 4(c)
Item 7(a) . . . . . . . . . . . . . . . . . . . . . . . . . Item 5
Item 7(b) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 7(c) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 7(d) . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 8 . . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 9 . . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 10(a) . . . . . . . . . . . . . . . . . . . . . . . . Item 6(a)
Item 10(b) . . . . . . . . . . . . . . . . . . . . . . . . Item 6(b)
Item 11 . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7
Item 12 . . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 13 . . . . . . . . . . . . . . . . . . . . . . . . . . *
Item 14(a) . . . . . . . . . . . . . . . . . . . . . . . . Item 9
Item 14(b) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 15(a) . . . . . . . . . . . . . . . . . . . . . . . . *
Item 15(b) . . . . . . . . . . . . . . . . . . . . . . . . Item 8
Item 16 . . . . . . . . . . . . . . . . . . . . . . . . . . Item 10(f)
Item 17 . . . . . . . . . . . . . . . . . . . . . . . . . . separately
included
herewith
___________________
* The Item is not required by Schedule 14D-1, is inapplicable or the
answer thereto is in the negative.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO TRANSACTION.
(a) The information set forth in "INTRODUCTION" and "THE
OFFER -- Section 7. Certain Information Concerning the Company" of the Offer
to Purchase is incorporated herein by reference.
(b) The information set forth in "INTRODUCTION" and "THE
OFFER -- Section 6. Effect of the Offer on the Market for the Shares;
Quotation on the NYSE; Registration Under the Exchange Act" of the Offer to
Purchase is incorporated herein by reference.
(c) The information set forth in "THE OFFER -- Section 5.
Price Range of Shares; Dividends" of the Offer to Purchase is incorporated
herein by reference.
(d) The information set forth in "THE OFFER -- Section 5.
Price Range of Shares; Dividends" and "THE OFFER -- Section 9. Dividends and
Distributions" of the Offer to Purchase is incorporated herein by reference.
(e) The information set forth in "SPECIAL FACTORS --
Background of the Transaction" of the Offer to Purchase is incorporated herein
by reference.
(f) The information set forth in "SPECIAL FACTORS --
Background of the Transaction;" SPECIAL FACTORS -- Interests of Certain Persons
in the Transaction; Securities Ownership; Related Transactions" and "THE OFFER
- -- Section 8. Certain Information Concerning the Purchasers" of the Offer to
Purchase is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) and (g) This Statement is being filed by the
Purchasers. The information set forth in "INTRODUCTION," "THE OFFER -- Section
8. Certain Information Concerning the Purchasers" and Schedule I of the Offer
to Purchase is incorporated herein by reference.
(e) and (f) During the last five years, neither the
Purchasers nor to the best of their knowledge any of the persons listed in
Schedule I of the Offer to Purchase, (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violation of such laws.
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ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transaction," "SPECIAL FACTORS -- Fairness of the
Offer," "SPECIAL FACTORS --"Interests of Certain Persons in the Transaction;
Securities Ownership; Related Transactions," and "THE OFFER -- Section 8.
Certain Information Concerning the Purchasers" of the Offer to Purchase is
incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS -- Purpose and Structure of the Transaction; Plans for the Company
After the Offer," "THE OFFER -- Section 1. Terms of the Offer; Expiration
Date," "THE OFFER -- Section 2. Acceptance for Payment and Payment for
Shares," "THE OFFER -- Section 3. Procedures for Accepting the Offer and
Tendering Shares," "THE OFFER --Section 4. Withdrawal Rights," "THE OFFER --
Section 9. Dividends and Distributions" and "THE OFFER -- Section 10. Certain
Conditions of the Offer" of the Offer to Purchase is incorporated herein by
reference.
(b) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transaction," "SPECIAL FACTORS -- Certain Effects
of the Transaction" and "SPECIAL FACTORS -- Interests of Certain Persons in the
Transaction; Securities Ownership; Related Transactions" of the Offer to
Purchase is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transaction," "SPECIAL FACTORS -- Fairness of the
Offer," "SPECIAL FACTORS --Purpose and Structure of the Transaction; Plans for
the Company After the Offer," "SPECIAL FACTORS -- Certain Effects of the
Transaction" and "THE OFFER -- Section 6. Effect of the Offer on the Market
for the Shares; Quotation on NYSE; Registration Under the Exchange Act" of the
Offer to Purchase is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a),(c) The information set forth in" "SPECIAL FACTORS --
Source and Amount of Funds -- Financing of the Offer" of the Offer to Purchase
is incorporated herein by reference.
(b) The information set forth in "THE OFFER -- Section
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12. Fees and Expenses" of the Offer to Purchase is incorporated herein by
reference.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transaction," "SPECIAL FACTORS -- Fairness of the
Offer," "SPECIAL FACTORS --Purpose and Structure of the Transaction; Plans for
the Company After the Offer," "SPECIAL FACTORS -- Interests of Certain Persons
in the Transaction; Securities Ownership; Related Transactions," "SPECIAL
FACTORS -- Certain Effects of the Transaction," "SPECIAL FACTORS -- Certain
Federal Income Tax Consequences," "THE OFFER -- Section 6. Effect of the Offer
on the Market for the Shares; Quotation on NYSE; Registration Under the
Exchange Act," "THE OFFER --Section 7. Certain Information Concerning the
Company," "THE OFFER -- Section 8. Certain Information Concerning the
Purchasers" and "THE OFFER -- Section 11. Certain Legal Matters" of the Offer
to Purchase is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a),(b),(f) The information set forth in "INTRODUCTION,"
"SPECIAL FACTORS -- Background of the Transaction" and "SPECIAL FACTORS --
Fairness of the Offer" of the Offer to Purchase is incorporated herein by
reference.
(c)-(e) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) The information set forth in "SPECIAL FACTORS --Fairness
of the Offer" of the Offer to Purchase is incorporated herein by reference.
(b)-(c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transaction," "SPECIAL FACTORS -- Purpose and
Structure of the Transaction; Plans for the Company After the Offer," "SPECIAL
FACTORS --Interests of Certain Persons in the Transaction; Securities
Ownership; Related Transactions," "THE OFFER -- Section 8. Certain Information
Concerning the Purchasers" and Schedule I of the Offer to Purchase is
incorporated herein by reference.
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ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES.
The information set forth in "INTRODUCTION," "SPECIAL FACTORS
- -- Background of the Transaction," "SPECIAL FACTORS - - Certain Effects of the
Transaction," "SPECIAL FACTORS -- Interests of Certain Persons in the
Transaction; Securities Ownership; Related Transactions," "THE OFFER --Section
8. Certain Information Concerning the Purchasers" and "THE OFFER -- Section
11. Certain Legal Matters" of the Offer to Purchase is incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION.
(a) The information set forth in "SPECIAL FACTORS --
Interests of Certain Persons in the Transaction; Securities Ownership; Related
Transactions" of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS --Interests
of Certain Persons in the Transaction; Securities Ownership, Related
Transactions" of the Offer to Purchase is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "SPECIAL FACTORS
- --Dissenters' Rights" of the Offer to Purchase is incorporated herein by
reference.
(b) Not Applicable.
(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "THE OFFER -- Section 7.
Certain Information Concerning the Company" and the information set forth on
pages 33 through 56 of Guaranty National Corporation's Annual Report on Form
10-K for the year ended December 31, 1995, filed as Exhibit (g)(1) hereto, and
pages 3 through 9 of Guaranty National Corporation's quarterly report on
Form 10-Q for the quarter ended March 31, 1996, filed as Exhibit (g)(2) hereto
is incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in "INTRODUCTION," "SPECIAL
FACTORS -- Purpose and Structure of the Transaction; Plans for the Company
After the Offer,"
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"SPECIAL FACTORS -- Interests of Certain Persons in the Transaction; Securities
Ownership; Related Transactions" "SPECIAL FACTORS -- Source and Amount of
Funds -- Financing of the Offer" and "THE OFFER -- Section 12. Fees and
Expenses" of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in "INTRODUCTION," and "THE
OFFER -- Section 12. Fees and Expenses" of the Offer to Purchase is
incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the Offer is set forth in
the Offer to Purchase and the Letter of Transmittal relating to the Shares,
which are attached hereto as Exhibits (d)(1) and (d)(2), respectively.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c)(1) Shareholder Agreement, dated November 7, 1991, by and
among Guaranty National Corporation, Orion Capital Corporation, The Connecticut
Indemnity Company, Connecticut Specialty Insurance Company, Design
Professionals Insurance Company, Employee Benefits Insurance Company, The Fire
and Casualty Insurance Company of Connecticut, Security Insurance Company of
Hartford and Security Reinsurance Company.
(c)(2) Amendment to Shareholder Agreement, dated February 2,
1994, by and among Guaranty National Corporation, Orion Capital Corporation,
The Connecticut Indemnity Company, Connecticut Specialty Insurance Company,
Design Professionals Insurance Company, Employee Benefits Insurance Company,
The Fire and Casualty Insurance Company of Connecticut, Security Insurance
Company of Hartford and Security Reinsurance Company.
(c)(3) Amendment to Shareholder Agreement, dated March 2,
1995, by and among Guaranty National Corporation, Orion Capital Corporation,
The Connecticut Indemnity Company, Connecticut Specialty Insurance Company,
Design Professionals Insurance Company, Employee Benefits Insurance Company,
The Fire and Casualty Insurance Company of Connecticut, Security Insurance
Company of Hartford and Security Reinsurance Company.
(c)(4) Note Issuance Agreement, as Amended and Restated as of
June 14, 1995, by and among Guaranty National Corporation, Orion Capital
Corporation, The Connecticut
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Indemnity Company, Connecticut Specialty Insurance Company, Design
Professionals Insurance Company, Employee Benefits Insurance Company, EBI
Indemnity Company, The Fire and Casualty Insurance Company of Connecticut,
Security Insurance Company of Hartford, Security Reinsurance and SecurityRe,
Inc.
(d)(1) Offer to Purchase dated May 8, 1996.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter to Securities Dealers, Commercial Banks and
Trust Companies.
(d)(5) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies, and Nominees to their clients.
(d)(6) Press Release dated May 7, 1996.
(d)(7) Summary Advertisement dated May 8, 1996.
(d)(8) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(e) Not Applicable.
(f) Not Applicable.
(g)(1) Pages 33 through 56 of the Guaranty National
Corporation's Annual Report on Form 10-K for the year ended December 31, 1995.
(g)(2) Pages 3 through 9 of the Guaranty National
Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
(g)(3) 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, Security Insurance Company of Hartford dated May 8,
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: May 8, 1996
ORION CAPITAL CORPORATION
By /s/ Alan R. Gruber
---------------------------------------
Name: Alan R. Gruber
Title: Chairman & Chief Executive
Officer
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/ Alan R. Gruber
---------------------------------------
Name: Alan R. Gruber
Title: Chairman
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EXHIBIT INDEX
Exhibit Description
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(c)(1) Shareholder Agreement, dated November 7, 1991, by and among
Guaranty National Corporation, Orion Capital Corporation, The
Connecticut Indemnity Company, Connecticut Specialty Insurance
Company, Design Professionals Insurance Company, Employee
Benefits Insurance Company, The Fire and Casualty Insurance
Company of Connecticut, Security Insurance Company of Hartford
and Security Reinsurance Company.
(c)(2) Amendment to Shareholder Agreement, dated February 2, 1994, by
and among Guaranty National Corporation, Orion Capital
Corporation, The Connecticut Indemnity Company, Connecticut
Specialty Insurance Company, Design Professionals Insurance
Company, Employee Benefits Insurance Company, The Fire and
Casualty Insurance Company of Connecticut, Security Insurance
Company of Hartford and Security Reinsurance Company.
(c)(3) Amendment to Shareholder Agreement, dated March 2, 1995, by
and among Guaranty National Corporation, Orion Capital
Corporation, The Connecticut Indemnity Company, Connecticut
Specialty Insurance Company, Design Professionals Insurance
Company, Employee Benefits Insurance Company, The Fire and
Casualty Insurance Company of Connecticut, Security Insurance
Company of Hartford and Security Reinsurance Company.
(c)(4) Note Issuance Agreement, as Amended and Restated as of June
14, 1995, by and among Guaranty National Corporation, Orion
Capital Corporation, The Connecticut Indemnity Company,
Connecticut Specialty Insurance Company, Design Professionals
Insurance Company, Employee Benefits Insurance Company, EBI
Indemnity Company, The Fire and Casualty Insurance Company of
Connecticut, Security Insurance Company of Hartford, Security
Reinsurance and SecurityRe, Inc.
(d)(1) Offer to Purchase dated May 8, 1996.
(d)(2) Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Letter to Securities Dealers, Commercial Banks and Trust
Companies.
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(d)(5) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies, and Nominees to their clients.
(d)(6) Press Release dated May 7, 1996.
(d)(7) Summary Advertisement dated May 8, 1996.
(d)(8) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(g)(1) Pages 33 through 56 of the Guaranty National Corporation's
Annual Report on Form 10-K for the year ended December 31,
1995.
(g)(2) Pages 3 through 9 of the Guaranty National Corporation's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.
(g)(3) 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, Security Insurance Company of Hartford dated May
8, 1996.
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