-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oe+0OSGrU/v2jdrEdegFFl/vPRzo1KUQQx31gz6IJaiSLgAuPbkKPf78pAf7Hpyz j5M/AHTl8vlHgTytH9fKyw== 0000940180-99-001391.txt : 19991117 0000940180-99-001391.hdr.sgml : 19991117 ACCESSION NUMBER: 0000940180-99-001391 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991115 GROUP MEMBERS: NTG ACQUISITION CORP. GROUP MEMBERS: ROYAL & SUN ALLIANCE INSURANCE GROUP PLC GROUP MEMBERS: ROYAL GROUP INC/ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORION CAPITAL CORP CENTRAL INDEX KEY: 0000074931 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 956069054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-06048 FILM NUMBER: 99753734 BUSINESS ADDRESS: STREET 1: 600 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 8606746600 MAIL ADDRESS: STREET 1: 600 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020-2302 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY FUNDING CORP OF AMERICA DATE OF NAME CHANGE: 19760518 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP OF AMERICA DATE OF NAME CHANGE: 19670330 FORMER COMPANY: FORMER CONFORMED NAME: TONGOR CORP DATE OF NAME CHANGE: 19661024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL GROUP INC/ CENTRAL INDEX KEY: 0001090458 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 9300 ARROWPOINT BLVD CITY: CHARLOTTE STATE: NC ZIP: 28273-8135 BUSINESS PHONE: 7045222739 MAIL ADDRESS: STREET 1: 9300 ARROWPOINT BLVD CITY: CHARLOTTE STATE: NC ZIP: 28273-8135 SC 14D1/A 1 AMENDMENT NUMBER 7 --FINAL AMENDMENT ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 ________________ SCHEDULE 14D-1 Amendment No. 7 -- Final Amendment TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION CAPITAL CORPORATION (Name of Subject Company) ROYAL & SUN ALLIANCE INSURANCE GROUP PLC ROYAL GROUP, INC. NTG ACQUISITION CORP. (Bidders) Common Stock, Par Value $1.00 Per Share (Title of Class) 686268-10-3 (CUSIP Number of Class of Securities) _____________________________________ Joyce Wheeler, Esq. Royal Group, Inc. 9300 Arrowpoint Boulevard Charlotte, North Carolina 28273-8135 Telephone: (704) 522-2000, Facsimile: (704) 522-3111 With a copy to: Christopher E. Manno, Esq. Willkie Farr & Gallagher 787 Seventh Avenue, New York, New York 10019-6099 Telephone: (212) 728-8000, Facsimile: (212) 728-8111 _________________ ================================================================================ 14D-1 1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS NTG Acquisition Corp. 06-1551933 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,599,951 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 93.5% 10. TYPE OF REPORTING PERSON CO 14D-1 1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Royal Group, Inc. 51-0233196 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,268,851 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 96.0% 10. TYPE OF REPORTING PERSON CO 14D-1 1. NAMES OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Royal & Sun Alliance Insurance Group plc 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) OR 2(f) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom 7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,268,851 8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES [ ] 9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 96.0% 10. TYPE OF REPORTING PERSON CO Royal & Sun Alliance Insurance Group plc, a public limited company organized under the laws of England and Wales ("Royal plc"), NTG Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Royal plc ("Purchaser"), and Purchaser's parent, Royal Group, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Royal plc ("Royal US"), hereby amend and supplement their Statement on Schedule 14D-1 filed with the Securities and Exchange Commission (the "Commission") on July 16, 1999, as amended by Amendment No. 1 filed on August 12, 1999, Amendment No. 2 filed on September 10, 1999, Amendment No. 3 filed on September 28, 1999, Amendment No. 4 filed on October 18, 1999, Amendment No. 5 filed on November 5, 1999 and Amendment No. 6 filed on November 8, 1999 ("Schedule 14D-1"), with respect to the Purchaser's offer to purchase 28,763,329 shares of Common Stock, par value $1.00 per share (the "Shares"), of Orion Capital Corporation, a Delaware corporation (the "Company"), and, if applicable, associated Preferred Share Rights (the "Rights"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 16, 1999 (the "Offer to Purchase"), and the related Letters of Transmittal (which together with the Offer to Purchase and the Supplement constitute the "Offer"). Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 14D-1. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The information set forth in Item 6 is hereby amended and supplemented by amending and supplementing "Section 9-Certain Information Concerning Purchaser, Royal US and Royal plc" of the Offer to Purchase as follows: The Offer expired at 4:30 p.m., New York City time, on Friday, November 12, 1999. Based on information provided by the Depositary, 25,599,951 Shares or 93.5% of the outstanding Shares were validly tendered and not withdrawn pursuant to the Offer (including those Shares tendered by means of guaranteed delivery) at the expiration of the Offer. Purchaser has accepted for payment, and has notified the Depositary to promptly pay for the tendered and accepted Shares, in accordance with the Offer. On November 12, 1999, Royal plc issued a press release; a copy of which is attached hereto as Exhibit (a)(16) and incorporated herein by reference. Royal plc, Royal US and Purchaser intend to complete the acquisition of the remaining Shares by promptly merging Purchaser with and into the Company in accordance with Delaware's short form merger provisions. ITEM 11. MATERIALS TO BE FILED AS EXHIBITS. (a)(16) Press Release of Royal plc dated November 12, 1999. 2 SIGNATURE After due inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 15, 1999 NTG ACQUISITION CORP. By: /s/ Terry Broderick ----------------------------------- Name: Terry Broderick Title: President ROYAL GROUP, INC. By: /s/ Terry Broderick ----------------------------------- Name: Terry Broderick Title: President ROYAL & SUN ALLIANCE INSURANCE GROUP PLC By: /s/ Jan Miller ----------------------------------- Name: Jan Miller Title: Director, Financial Control and Group Company Secretary 3 INDEX TO EXHIBITS Exhibit Sequential Page No. - ------- ------------------- (a)(16) Press Release of Royal plc dated November 12, 1999. 4 EX-99.A16 2 PRESS RELEASE OF ROYAL PLC DATED NOV. 12, 1999 EXHIBIT A16 FOR IMMEDIATE RELEASE: ROYAL & SUNALLIANCE INSURANCE GROUP plc ANNOUNCES COMPLETION OF TENDER OFFER FOR ORION CAPITAL CORPORATION New York, New York, November 12, 1999 -- Royal & Sun Alliance Insurance Group plc, London, announced today that NTG Acquisition Corp., its indirect wholly owned subsidiary, has accepted for payment approximately 25,599,951 shares of common stock of Orion Capital Corporation (NYSE: OC), Farmington, CT, representing approximately 93.5% of the outstanding shares of Orion Capital, including those shares tendered by means of guaranteed delivery, at $50.00 per share in cash in accordance with its tender offer for all outstanding shares of Orion Capital. The tender offer expired at 4:30 p.m., New York City time on Friday, November 12, 1999. Royal & Sun Alliance intends to promptly merge NTG Acquisition Corp. with and into Orion Capital in accordance with Delaware's short form merger provisions. As a result of the merger, Orion Capital will become an indirect, wholly owned subsidiary of Royal & Sun Alliance and each remaining outstanding share of Orion Capital will be converted, subject to appraisal rights, into the right to receive $50.00 in cash, without interest. Citibank N.A. is a depository for the tender offer, MacKenzie Partners, Inc. is the information agent, and Salomon Smith Barney, Inc. is the dealer manager. Additional copies of the Offer to Purchase and all other tender offer materials may be obtained from MacKenzie Partners at 1-800-322-2885. Shareholders may also contact their brokers, dealers, commercial banks and trust companies or other nominees for assistance concerning the tender offer. Orion Capital is a leader in the specialty property and casualty insurance business through wholly owned subsidiaries operating in three focused segments: nonstandard personal automobile insurance through OrionAuto, workers compensation through EBI Companies and specialty commercial insurance through Orion Specialty, which includes DPIC Companies. Royal & SunAlliance USA, Inc. is part of Royal & Sun Alliance Insurance Group plc which operates in over 55 countries worldwide and transacts business in over 130 countries. Worldwide net premium income in 1998 was $16 billion with total assets over $100 billion. The company is listed on the London Stock Exchange (RSA.L) and has a Level 1 American Depositary Receipt Program (RSANY). For more information about Royal & SunAlliance or Orion Capital, visit their web sites at www.royalsunalliance.com and www.orioncapital.com. ------------------------ --------------------- CONTACT: MacKenzie Partners, Inc. Mark Harnett, (212) 929-5877. -----END PRIVACY-ENHANCED MESSAGE-----