SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND AMENDMENT NO. 9
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
(g)(4) Correspondence dated November 9, 1998 to the Special Committee of
the Board of Directors of Gryphon Holdings Inc.
<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: November 10, 1998 MARKEL CORPORATION
By: /s/ Steven A. Markel
-----------------------
Name: Steven A. Markel
Title: Vice Chairman
MG AQUISITION CORP.
By: /s/ Steven A. Markel
------------------------
Name: Steven A. Markel
Title: Vice Chairman
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(g)(4) Correspondence dated November 9, 1998 to the
Special Committee of the Board of Directors of
Gryphon Holdings Inc.
November 9, 1998
Special Committee
Gryphon Holdings, Inc.
30 Wall Street
New York, NY 10005-2201
Gentlemen:
We continue to maintain that the Gryphon Board of Director's rejection of our
all-cash tender offer of $18.00 a share for all shares of Gryphon is contrary to
the best interests of Gryphon's shareholders. We are encouraged however, by the
formation of a Special Committee of the Board to ensure fairness in the sale of
the Company.
We believe Gryphon shareholders prefer the certainty of our cash offer, which
represents a premium of 55 percent over the price of Gryphon stock on the day
prior to our September 1 letter to you, to the uncertainty of a transaction
involving a potentially large amount of illiquid securities as consideration.
Nevertheless, we feel it is important to determine whether you will work
constructively with Markel to achieve a negotiated transaction. We hope the
Special Committee will recognize that the only obstacle to completing our
all-cash offer quickly (perhaps within sixty days) is your willingness to
conclude a negotiated transaction or remove the obstacles to our offer.
We have made it clear to you that we are prepared to discuss raising our offer
if we have access to information justifying an increase in price. Further, we
have made it clear to you, and to your advisors, that we are willing to enter
into a confidentiality agreement so long as it does not prevent us from
competing with other offers. If Gryphon's financial and legal advisors remain
opposed to proceeding in this constructive manner, we would have to question the
sincerity of the Board's stated objective of maximizing shareholder value.
In an attempt to facilitate the best result for shareholders, we have sent you a
copy of the draft merger agreement we originally sent to the Board on October
14. The value of an all-cash proposal and this merger agreement should be
sufficient to cause the Special Committee to include Markel in the negotiating
process.
<PAGE>
Special Committee
November 9, 1998
Page 2
We urge you to act now and allow us full access to meaningful information
without preventing us from competing with other offers. We believe that in this
manner we can expeditiously conclude a transaction at the best price possible,
thereby serving the best interests of Gryphon shareholders. I am prepared to
meet personally with the Special Committee at your request.
Very truly yours,
Steven A. Markel
Vice Chairman
