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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase dated May 8,
1996 and the related Letter of Transmittal and is being made to all holders of
Shares. The Offer is not being made to (nor will tenders be accepted from or
on behalf of) the holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
laws of such jurisdiction. In those jurisdictions whose laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Purchasers, if at all, only by
Donaldson, Lufkin & Jenrette Securities Corporation ("Dealer
Manager") or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
UP TO 4,600,000 SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
GUARANTY NATIONAL CORPORATION
AT
$17.50 NET PER SHARE
BY
ORION CAPITAL CORPORATION
AND CERTAIN OF ITS WHOLLY-OWNED SUBSIDIARIES
Orion Capital Corporation, a Delaware corporation ("Orion"), and
certain of its wholly-owned subsidiaries named in the Offer to Purchase
(collectively the "Purchasers") are offering to purchase up to 4,600,000 shares
of Common Stock, par value $1.00 per share (the "Shares"), including any
associated stock purchase rights, of Guaranty National Corporation, a Colorado
corporation (the "Company"), at $17.50 per Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 8, 1996 and the related Letter of Transmittal
(which together constitute the "Offer").
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON TUESDAY, JUNE 5, 1996, UNLESS THE OFFER IS EXTENDED.
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The Offer is not conditioned on any minimum number of Shares being
tendered. However, the Offer is conditioned upon, among other things, (I)
expiration or earlier termination of all applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (II) the
receipt of all required state insurance department regulatory approvals on
terms and conditions satisfactory to the Purchasers. The Offer is also subject
to other terms and conditions. If more than 4,600,000 Shares are properly
tendered and not withdrawn, then, subject to the terms and conditions of the
Offer, such Shares will be accepted on a pro rata basis.
The Purchasers beneficially own 49.5% of the outstanding Shares. As
described in the Offer to Purchase, the Purchasers' purpose in acquiring the
Shares is to increase their ownership interest to approximately 80% of the
outstanding Shares, thereby increasing their ability to control the Company and
causing the Company to be a member of Orion's consolidated group for federal
income tax purposes.
For the purposes of the Offer, the Purchasers will be deemed to have
accepted for payment (and thereby purchased) validly tendered and not properly
withdrawn Shares when, as and if Orion on behalf of the Purchasers gives oral
or written notice to the Depositary, State Street Bank and Trust Company, of
the Purchasers' acceptance for payment of such Shares pursuant to the Offer.
Payment for Shares accepted for payment pursuant to the Offer may be delayed in
the event of proration due to the difficulty of determining the number of
Shares validly tendered and not withdrawn. Payment for Shares purchased
pursuant to the Offer will in all cases be made by deposit of the purchase
price with the Depositary, which will act as agent for the tendering
stockholders for the purpose of receiving payment from the Purchasers and
transmitting such payment to tendering stockholders. Under no circumstances
will interest on the Offer price be paid by the Purchasers by reason of any
delay in making such payment. In all cases, payment for Shares purchased
pursuant to the Offer will be made only after timely receipt by the Depositary
of certificates for such Shares or timely confirmation of book-entry transfer
of such Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities as described in the Offer to Purchase, a properly completed and duly
executed Letter of
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Transmittal (or facsimile thereof) and any other documents required by the
Letter of Transmittal.
The Purchasers expressly reserve the right, in their sole discretion,
for any reason, at any time or from time to time, to extend the period of time
during which the Offer is open by giving oral or written notice of such
extension to the Depositary, followed by public announcement prior to 9:00
a.m., New York City time, on the next business day after the previously
scheduled expiration date to the Offer (which may be released to the Dow Jones
News Service). During any such extension, all Shares previously tendered and
not purchased or withdrawn will remain subject to the Offer.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that tendered Shares may be withdrawn at any time prior to 12:00 Midnight, New
York City time, on Wednesday, June 5, 1996, or the latest time and date at
which the Offer, if extended by the Purchasers, shall expire and, unless
theretofore accepted for payment as provided in the Offer, may also be
withdrawn after July 6, 1996. For a withdrawal to be effective, a written
telegraphic or facsimile transmission notice of withdrawal must be timely
received by the Depositary at one of its addresses set forth on the back cover
of the Offer to Purchase. Any such notice of withdrawal must specify the name
of the person who tendered the Shares to be withdrawn, the number of Shares to
be withdrawn and the name of the registered holder, if different from that of
the person having tendered such Shares. If certificates for Shares have been
delivered to the Depositary, then, prior to the physical release of such
certificates, the tendering stockholder must also submit the serial numbers
shown on the particular certificates evidencing the Shares to be withdrawn
and the signature on the notice of withdrawal must be guaranteed by an
Eligible Institution unless such Shares have been tendered for the account of
an Eligible Institution. If Shares have been tendered pursuant to the procedure
for book-entry transfer as set forth in the Offer to Purchase, any notice of
withdrawal must specify the name and number of the account at the applicable
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity including time of receipt of notices of
withdrawal will be determined by the Purchasers, in their sole discretion,
which determination will be final and binding.
If tendering stockholders tender more than the number of Shares that
the Purchasers seek to purchase pursuant to the Offer, the Purchasers will take
into account the number of Shares so tendered and take up and pay for Shares as
nearly as may be pro rata, disregarding fractions, according to the number of
Shares tendered by each tendering stockholder during the period during which
such Offer remains open.
The information required to be disclosed by paragraph (e)(1)(vii) of
Rule 14d-6 and by paragraph (e)(1) of Rule 13e-3 (which Rule governs so-called
"going private" transactions) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO
THE OFFER.
A request is being made to the Company for the use of its stockholder
lists and security position listings for the purpose of disseminating the
Purchasers' Offer to holders of Shares. The Offer to Purchase and Letter of
Transmittal will be mailed to holders of record of Shares and will be furnished
to brokers, banks and similar persons whose name appears or whose nominee
appears on the shareholder list or, if applicable, who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
Questions and requests for assistance or for copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer materials
may be directed to the Dealer Manager or the Information Agent at their
addresses and telephone numbers set forth below, and copies will be furnished
promptly at the Purchasers' expense. The Purchasers will not pay any fees or
commissions to any broker or dealer or any other persons (other than the Dealer
Manager and the Information Agent) for soliciting tenders of Shares pursuant to
the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
(212) 269-5550 (Call Collect)
(800) 829-6551 (TOLL FREE)
The Dealer Manager for the Offer is:
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
277 Park Avenue
New York, New York 10172
Telephone (212) 892-7700 (Call Collect)
May 8, 1996