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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
Guaranty National Corporation
(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
(Bidder)
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 bidder)
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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Calculation of Filing Fee
Transaction
valuation Amount of filing fee
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$80,500,000 $16,100
* 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(d) 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.
[ ] 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: _______________________________________________________
Form or Registration No.: _____________________________________________________
Filing Party: _________________________________________________________________
Date Filed: ___________________________________________________________________
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Item 1. Security and Subject Company
(a) The name of the subject company is Guaranty National Corporation, a
Colorado corporation (the "Company"), which has its principal executive offices
at 9800 South Meridian Boulevard, Englewood, Colorado 80112.
(b) This Tender Offer Statement on Schedule 14D-1 (the "Statement")
relates to the offer 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") to purchase up to 4,600,000 shares
of Common Stock, par value $1.00 per share (the "Shares"), of the Company for
$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 the related Letter of Transmittal (which together constitute the
"Offer"), copies of which are attached hereto as Exhibits (a)(1) and (a)(2),
respectively. According to the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1996 (the "March 10-Q"), the number of Shares outstanding
as of May 6, 1996 was 14,961,354. The Purchasers beneficially own 7,409,942
outstanding Shares as of the date hereof. The information set forth under
"INTRODUCTION" and "THE OFFER -- Section 1. Terms of the Offer; Expiration Date"
in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth under "THE OFFER -Section 5. Price Range
of Shares; Dividends" 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 under "THE OFFER -- Section 8. Certain Information
Concerning the Purchasers" and Schedule I in 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 which was
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or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company.
(a)-(b) The information set forth under "SPECIAL FACTORS -- Background
of the Transaction," "SPECIAL FACTORS -- Purpose and Structure of the
Transactions; Plans for the Company After the Offer" and "SPECIAL FACTORS --
Interests of Certain Persons in the Transaction; Securities Ownership; Related
Transactions," "SPECIAL FACTORS -- Certain Effects of the Transaction" and "THE
OFFER -- Section 8. Certain Information Concerning the Purchasers" in the Offer
to Purchase is incorporated herein by reference.
Item 4. Source and Amount of Funds or Other Consideration.
(a) The information set forth in the Offer to Purchase under "SPECIAL
FACTORS -- Source and Amount of Funds -- Financing of the Offer" is incorporated
herein by reference.
(b) Not applicable.
(c) Not applicable.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder.
(a)-(g) The information set forth under "INTRODUCTION," "SPECIAL
FACTORS -- Background of the Transaction," "SPECIAL FACTORS -- Purpose and
Structure of the Transaction; Plans for the Company After the Offer," "SPECIAL
FACTORS -- Certain Effects of the Transaction," "SPECIAL FACTORS -- Fairness of
the Offer," "THE OFFER --
Section 6. Effect of the Offer on the Market for the Shares; Quotation on NYSE;
Registration under the Exchange Act" and "THE OFFER -- Section 11. Certain Legal
Matters" in the Offer to Purchase is incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
(a)-(b) The information set forth under "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,"
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"THE OFFER -- Section 8. Certain Information Concerning the Purchasers" and
Schedule I in the Offer to Purchase is incorporated herein by reference.
Item 7. Contracts, Arrangements, Understandings or Relationships with
Respect to the Subject Company's Securities.
The information set forth under "INTRODUCTION," "SPECIAL FACTORS --
Background 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" in the Offer to Purchase is incorporated
herein by reference.
Item 8. Persons Retained, Employed or to be Compensated.
The information set forth in the Offer to Purchase under
"INTRODUCTION," and "THE OFFER -- Section 12. Fees and Expenses" is incorporated
herein by reference.
Item 9. Financial Statements of Certain Bidders.
Not Applicable.
Certain information relating to the Purchasers set forth in the Offer
to Purchase under "THE OFFER -- Section 8. Certain Information Concerning the
Purchasers" is incorporated herein by reference.
Item 10. Additional Information.
(a) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS -- Purpose and Structure of the Transaction;
Plans for the Company After the Offer" and "SPECIAL FACTORS -- Certain Effects
of the Transaction" is incorporated herein by reference.
(b)-(e) The information set forth in the Offer to Purchase under
"INTRODUCTION," "SPECIAL FACTORS -- Purpose and Structure of the Transaction;
Plans for the Company After the Offer," "THE OFFER -- Section 6. Effect of the
Offer on the Market for the Shares; Quotation on the NYSE; Registration Under
the Exchange Act," "THE OFFER -- Section 11. Certain Legal Matters" is
incorporated herein by reference. Inclusion of such information herein shall not
be deemed to be an admission of the materiality thereof by the Purchasers.
(f) Whether or not otherwise specifically referenced in response
to the Items of this Statement, the information
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contained in the Offer to Purchase and the Letter of Transmittal, which are
attached hereto as Exhibits (a)(1) and (a)(2) respectively, as well as all terms
and conditions of the Offer, are incorporated herein by reference.
Item 11. Material Filed Exhibits.
(a)(1) Offer to Purchase dated May 8, 1996.
(a)(2) Letter of Transmittal.
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Securities Dealers, Commercial Banks and Trust
Companies.
(a)(5) Letter from Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees to their Clients.
(a)(6) Press Release issued on May 7, 1996.
(a)(7) Summary Advertisement dated May 8, 1996.
(a)(8) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
(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
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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 Company and
SecurityRe, Inc.
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
(g) Rule 13e-3 Transaction Statement on Schedule 13E-3 dated May 8,
1996 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: 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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