1
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell securities. The Offer is made solely by the Offer to Purchase dated
November 5, 1997 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 Orion Capital Corporation, 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 ALL
OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING ANY ASSOCIATED STOCK PURCHASE RIGHTS)
OF
GUARANTY NATIONAL CORPORATION
AT
$36.00 NET PER SHARE
BY
ORION CAPITAL CORPORATION
Orion Capital Corporation, a Delaware corporation ("Orion"), is
offering to purchase all outstanding shares of the common stock, par value
$1.00 per share (the "Shares"), including any stock purchase rights
associated therewith pursuant to the Rights Agreement dated November 20,
1991, of Guaranty National Corporation, a Colorado corporation (the
"Company"), at a price per Share, of $36.00 net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated November 5, 1997 (the "Offer to Purchase") and
the related Letter of Transmittal (which, as amended or supplemented from
time to time, together constitute the "Offer").
THE OFFER, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK
CITY TIME, ON DECEMBER 4, 1997, UNLESS THE OFFER IS EXTENDED. SHARES WHICH
ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
THE OFFER IS CONDITIONED ON A MINIMUM OF AT LEAST 50.01% OF THOSE
SHARES NOT OWNED BY ORION OR ONE OF ITS SUBSIDIARIES BEING TENDERED (THE
"MINIMUM SHARE CONDITION"). THE OFFER IS ALSO SUBJECT TO OTHER TERMS AND
CONDITIONS.
The Offer is being made pursuant to an Agreement and Plan of Merger,
dated as of October 31, 1997 (the "Merger Agreement"), by and between Orion
and the Company. The Merger Agreement provides that, among other things,
Orion will make the Offer and that following the purchase of Shares
pursuant to the Offer and the satisfaction of the other conditions set
forth in the Merger Agreement and in accordance with relevant provisions of
the Colorado Business Corporation Act ("CBCA"), a wholly owned subsidiary
of Orion will be merged with and into the Company (the "Merger"). Following
consummation of the Merger, the Company will continue as the surviving
corporation and will be a wholly owned subsidiary of Orion. At the
effective time of the Merger (the "Effective Time"), each Share issued and
outstanding immediately prior to the Effective Time (other than Shares
owned by (i) Orion or by any wholly owned subsidiary of Orion or in the
treasury of the Company or by any wholly-owned subsidiary of the Company or
(ii) stockholders, if any, who are entitled to and who properly exercise
dissenters' rights, if available, in accordance with Sections 7-113-101 to
7-113-307 of the CBCA) will be converted into the right to receive cash
without interest in an amount equal to the price per Share of $36.00 net in
cash paid in the Offer.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE
MERGER AGREEMENT, THE OFFER AND THE MERGER, DETERMINED THAT THE OFFER AND
THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE STOCKHOLDERS OF
THE COMPANY AND RECOMMENDS ACCEPTANCE OF THE OFFER BY THE STOCKHOLDERS OF
THE COMPANY.
The Offer is subject to certain conditions set forth in the Offer to
Purchase, including satisfaction of the Minimum Share Condition. Subject to
the terms of the Merger Agreement, if any such condition is not satisfied
Orion may terminate the Offer and return all tendered Shares to tendering
stockholders; extend the Offer and subject to withdrawal rights as set
forth in the Offer to Purchase, retain all such Shares until the expiration
of the Offer as so extended; or delay acceptance for payment of or payment
for the Shares, subject to applicable law, until satisfaction or waiver of
the conditions of the Offer and subject to the right of Orion to extend the
Offer as set forth in the Offer to Purchase. Orion may unilaterally waive
any of the conditions (except the Minimum Share Condition) to the Offer in
whole or in part at any time in its sole discretion.
Orion, together with its subsidiaries, beneficially owns approximately
80.5% of the outstanding Shares. As described in the Offer to Purchase,
Orion's purpose in acquiring the Shares is to make the Company a
wholly-owned subsidiary of Orion.
For the purposes of the Offer, Orion will be deemed to have accepted
for payment (and thereby purchased) validly tendered and not properly
withdrawn Shares when, as and if Orion gives oral or written notice to the
Depositary, State Street Bank and Trust Company, of Orion's acceptance for
payment of such Shares pursuant to the Offer. Payment for Shares purchased
pursuant to the Offer will in all cases be made by deposit of the Offer
price with the Depositary, which will act as agent for the tendering
stockholders for the purpose of receiving payment from Orion and
transmitting such payment to tendering stockholders. Under no circumstances
will interest on the Offer price be paid by Orion 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 Transmittal (or facsimile thereof)
and any other documents required by the Letter of Transmittal.
Orion expressly reserves the right, in its 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 of the Offer (which may be released to the Dow
Jones News Service). During any such extension, all Shares previously
tendered and not exchanged 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 Thursday, December 4, 1997, or the latest time and
date at which the Offer, if extended by Orion, shall expire and, unless
theretofore accepted for payment as provided in the Offer, may also be
withdrawn after January 3, 1998. 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 (as defined in the
Offer to Purchase) 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 and withdrawal will be determined by Orion, in its
sole discretion, which determination will be final and binding.
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.
The Company has provided Orion with the Company's stockholder list and
security position listings for the purpose of disseminating Orion's 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
the addresses and telephone numbers set forth below, and copies will be
furnished promptly at Orion's expense. Orion will not pay any fees or
commissions to any broker or dealer or any other person (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) 628-8536 (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)