SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND AMENDMENT NO. 14
TO SCHEDULE 13D
UNDER SECURITIES EXCHANGE ACT OF 1934
GRYPHON HOLDINGS INC.
(NAME OF SUBJECT COMPANY)
MARKEL CORPORATION
MG ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
400515 10 2
(CUSIP Number of Class of Securities)
GREGORY B. NEVERS, ESQ.
CORPORATE COUNSEL
MARKEL CORPORATION
4551 COX ROAD
GLEN ALLEN, VIRGINIA 23060-3382
TELEPHONE: (804) 965-1673
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
LESLIE A, GRANDIS, ESQ.
McGUIRE, WOODS, BATTLE & BOOTHE LLP
901 EAST CARY STREET.
RICHMOND, VIRGINIA 23219
TELEPHONE: (804) 775-1000
================================================================================
<PAGE>
This Amendment to Schedule 14D-1 filed by MG Acquisition Corp., a Delaware
corporation, a wholly owned subsidiary of Markel Corporation, a Virginia
corporation, Parent, in connection with its pending tender offer for all
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock") of Gryphon Holdings Inc., a Delaware corporation (the "Company"), also
constitutes an Amendment to Statement on Schedule 13D with respect to the
acquisition by Markel Corporation and MG Acquisition Corp. of beneficial
ownership of shares of Common Stock of the Company. The Schedule 14D-1 is hereby
amended as follows:
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(17) Text of Press Release issued by Markel Corporation on December 21,
1998.
<PAGE>
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Dated: December 21, 1998 MARKEL CORPORATION
By: ____________________
Name: Steven A. Markel
Title: Vice Chairman
MG ACQUISITION CORPORATION
By: ____________________
Name: Steven A. Markel
Title: Vice Chairman
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(a)(17) Text of Press Release issued by Markel
Corporation on December 21, 1998.
Contact: Steven Markel
Markel Corporation
(804) 965-1675
MARKEL EXTENDS GRYPHON OFFER TO JANUARY 15
RICHMOND, Va., December 21, 1998 -- Markel Corporation (NYSE: MKL) announced
today that its subsidiary, MG Acquisition Corp., has extended the expiration
date of its all cash tender offer for all shares of common stock of Gryphon
Holdings Inc. (Nasdaq: GRYP) to 5:00 P.M., New York City time, on Friday,
January 15, 1999. As of 12:00 Midnight, on December 18, 1998, 5,618,441 shares
of Gryphon common stock had been tendered pursuant to the offer. These shares,
when considered with shares owned by Markel and MG, represent approximately 95%
of Gryphon's total issued and outstanding shares of common stock. The offer was
scheduled to expire at 12:00 Midnight, New York City time, on Friday, December
18, 1998.
As previously announced, Markel and Gryphon have entered into an Agreement and
Plan of Merger providing for the acquisition of Gryphon at a price of $19.00 per
share in cash. The transaction is subject to required regulatory approvals and
is expected to be completed in January of 1999.
Markel Corporation markets and underwrites specialty insurance products and
programs to a variety of niche markets. In each of these markets, the Company
seeks to provide quality products and excellent customer service so that it can
be a market leader. The financial goals of the Company are to earn consistent
underwriting profits and superior investment returns to build shareholder value.
Gryphon Holdings operates through its main subsidiary, Gryphon Insurance Group,
as a specialty property and casualty underwriting organization. The Company's
wholly-owned insurance subsidiaries are Associated International Insurance
Company, Calvert Insurance Company, and the First Reinsurance
Company of Hartford.
Any further extension of the offer will be followed as promptly as practicable
by public announcement thereof, with such announcement to be made no later than
9:00 a.m., New York City time, on the next business day after the previously
scheduled expiration date.
