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From: Jeanne Hotchkiss Dawn W. Dover
Orion Capital Corporation Kekst & Company
9 Farm Springs Road 437 Madison Avenue
Farmington, CT 06032 New York, NY 10022
(860) 674-6754 (212) 521-4817
FOR IMMEDIATE RELEASE
ORION CAPITAL CORPORATION TENDER OFFER
FOR GUARANTY NATIONAL SHARES COMPLETED
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Farmington, CT (December 8, 1997) - Orion Capital Corporation (NYSE:OC) today
announced that its tender offer to purchase all outstanding shares of the common
stock of Guaranty National Corporation (NYSE: GNC) for $36 per share was
successfully completed, with 97.1% of the Guaranty National shares not held by
Orion or its subsidiaries having been validly tendered. The tender offer, which
expired at 12:00 midnight, New York time on December 5, 1997, was made pursuant
to an agreement entered into by Orion and Guaranty National and will be followed
by the merger of Guaranty with a wholly-owned subsidiary of Orion.
Based on its preliminary tabulation, the Depositary for the Offer has informed
Orion that 2,884,526 shares of Guaranty National Corporation were tendered and
not withdrawn pursuant to the Offer (including 129,233 shares tendered by means
of notices of guaranteed delivery). Orion has accepted the shares tendered for
payment, which together with the 12,129,942 shares currently owned by certain of
Orion's wholly-owned subsidiaries, represents approximately 99.4% of the shares
of Guaranty National Corporation outstanding. Only 85,653 shares of Guaranty
National Corporation were not tendered.
The remaining shareholders of Guaranty National Corporation will receive,
pursuant to the terms of the Merger Agreement, $36 per share in cash upon
delivery of their shares of Guaranty National common stock. The merger is
expected to close on or about December 16, 1997.
W. Marston Becker, Orion Chairman and CEO, stated, "In the growing and
attractive nonstandard automobile market, Guaranty National has a solid
presence, excellent management, an extremely well-positioned product portfolio
and outstanding prospects. This merger will provide Guaranty with additional
financing options to continue its expansion in this rapidly consolidating arena.
Orion, in turn, will benefit from the financial performance that derives from a
growing and well-run operation."
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Orion Capital Tender Offer
for Guaranty National Shares Completed 2.
"Orion and Guaranty National have enjoyed a mutually rewarding relationship for
more than a dozen years. We expect that this new chapter in our association will
benefit our customers, agents, employees and shareholders for years to come,"
Mr. Becker added.
Guaranty National is a Colorado-based property and casualty insurance holding
company with operating subsidiaries that write private passenger automobile
insurance, as well as specialty commercial automobile, collateral protection and
other commercial coverages. The Company is a leading provider of nonstandard
personal automobile insurance written through independent agents.
Orion Capital is engaged in the specialty property and casualty insurance
business through wholly-owned subsidiaries which include EBI Companies, DPIC
Companies, Connecticut Specialty, and Wm. H. McGee, as well as through its
ownership interest in Guaranty National Corporation.
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