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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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 and Guaranty National Corporation
(Name of Persons 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. Michael L. Pautler
Orion Capital Corporation Guaranty National Corporation
9 Farm Springs Road 9800 South Meridian Boulevard
Farmington, Connecticut 06032 Englewood, Colorado 80112
(860) 674-6600 (303) 754-8400
(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. Hardin Holmes, Esq.
Donovan Leisure Newton & Irvine Ireland, Stapleton, Pryor & Pascoe, P.C.
30 Rockefeller Plaza 1675 Broadway, 26th Floor
New York, New York 10112 Denver, Colorado 80202
(212) 632-3000 (303) 623-2700
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INTRODUCTION
This Amendment No. 2 further amends and supplements the Rule
13E-3 Transaction Statement of Orion Capital Corporation, a Delaware corporation
("Orion") and Guaranty National Corporation, a Colorado corporation, filed by
Orion on November 5, 1997, as previously amended and supplemented by Amendment
No. 1 dated November 25, 1997 (together, the "Schedule 13E-3").
The Schedule 13E-3 relates to the tender offer by Orion to
purchase all outstanding shares of common stock, par value $1.00 per share,
(including any associated stock purchase rights) (the "Shares") of Guaranty for
$36.00 per Share, net to the Seller in cash, upon the terms and subject to the
conditions set forth in Orion's Offer to Purchase dated November 5, 1997 (the
"Original Offer to Purchase") as supplemented by the Supplement to the Offer to
Purchase dated December 1, 1997 which is attached hereto as Exhibit (d)(12)
(together referred to as the "Offer to Purchase") and the related Letter of
Transmittal which, together with amendments and supplements thereto constitute
the "Offer". The Offer is being made pursuant to an Agreement and Plan of Merger
dated October 31, 1997 between Orion and Guaranty, which provides for the merger
(the "Merger") of a wholly-owned subsidiary of Orion with and into Guaranty. If
the Merger is consummated, each Share outstanding immediately prior to the time
when the Merger becomes effective, other than Shares as to which dissenter's
rights of appraisal shall have been duly asserted and perfected under the
Colorado Business Corporation Act and Shares held by Orion, its wholly-owned
subsidiaries and Guaranty, will be converted into the right to receive $36.00 in
cash per Share, without interest, all as more fully described in the Offer to
Purchase referred to herein.
This Amendment No. 2 to the Transaction Statement is being
filed jointly by Orion and Guaranty. By filing this Schedule 13E-3, neither 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 Merger or the other
transactions contemplated by the Agreement and Plan of Merger.
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This Statement amends the Schedule 13E-3 by incorporating by
reference herein the Supplement dated December 1, 1997 to Orion's Offer to
Purchase dated November 5, 1997, attached hereto as Exhibit (d)(12) and the
press release dated December 1, 1997 of Orion attached hereto as Exhibit
(d)(13). This Statement also amends Items 9, 16 and 17 of the Schedule 13E-3 by
adding the information set forth below. Except as otherwise indicated herein,
the Schedule 13E-3 remains unchanged in all respects.
ITEM 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(b). The information set forth in the Supplement to the
Offer to Purchase dated December 1, 1997 a copy of which is attached as Exhibit
(d)(12) is incorporated herein by reference.
ITEM 16. Additional Information
Whether or not specifically referenced in response to Items of this
Statement, the information contained in the Supplement to the Offer to Purchase
dated December 1, 1997, a copy of which is attached as Exhibit (d)(12) hereto,
and in the press release dated December 1, 1997 a copy of which is attached
hereto as Exhibit (d)(13) is hereby incorporated herein by reference.
ITEM 17. Material to be Filed as Exhibits.
(d)(12) Supplement to the Offer to Purchase, dated December 1,
1997
(d)(13) Form of press release issued on December 1, 1997
(g)(6) Amendment No. 1 to the Tender Offer Statement on
Schedule 14D-1 of Orion Capital Corporation dated
December 1, 1997
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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: December 1, 1997
ORION CAPITAL CORPORATION
By: /s/ Michael P. Maloney
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Name: Michael P. Maloney
Title: Senior Vice President, General Counsel
and Secretary
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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: December 1, 1997
GUARANTY NATIONAL CORPORATION
By: /s/ James R. Pouliot
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Name: James R. Pouliot
Title: President
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EXHIBIT INDEX
Exhibit Description
(d)(12) Supplement to the Offer to Purchase, dated December 1, 1997.
(d)(13) Form of press release issued on December 1, 1997
(g)(6) Amendment No. 1 to the Tender Offer Statement on Schedule
14D-1 of Orion Capital Corporation dated December 1, 1997