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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
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. 4 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, and Amendment No. 2 dated December 1, 1997 and
Amendment No. 3 dated December 8, 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 (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 terminated
by its terms on the Expiration Date, Friday, December 5, 1997, at 12:00
midnight, New York City time.
The Offer was made pursuant to the 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. 4 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 is being filed solely to eliminate duplicative
materials and to restate and reorder the exhibits filed as part of Amendment
No. 3 to the Schedule 13e-3 dated December 8, 1997. This Statement restates the
information set forth in Item 17 of Amendment No. 3 to the Schedule 13E-3.
Except as otherwise indicated herein, the Schedule 13E-3 remains unchanged in
all respects.
ITEM 17. Material to be Filed as Exhibits.
(d)(14) Press release dated December 8, 1997
(c)(7) Notice to Shareholders of Merger of GNC Transition
Corp. into Guaranty National Corporation and
Dissenters' Rights and the Articles of Merger dated
December 6, 1997.
(g)(7) Amendment No. 2 to the Tender Offer Statement on
Schedule 14D-1 of Orion Capital Corporation dated
December 8, 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 9, 1997
ORION CAPITAL CORPORATION
By: /s/ Michael P. Maloney
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 9, 1997
GUARANTY NATIONAL CORPORATION
By: /s/ Arthur J. Mastera
Name: Arthur J. Mastera
Title: Senior Vice President - Administration
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EXHIBIT INDEX
Exhibit Description
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(d)(14) Press release of Orion Capital Corporation dated December 8, 1997
(c)(7) Notice to Shareholders of Merger of GNC Transition Corp. into Guaranty
National Corporation and Dissenters' Rights and the Articles of Merger
dated December 6, 1997.
(g)(7) Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 of
Orion Capital Corporation dated December 1, 1997.