UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GRYPHON HOLDINGS INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
400515102
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(CUSIP NUMBER)
Gregory B. Nevers, Esq.
Corporate Counsel
Markel Corporation
4551 Cox Road
Glen Allen, VA 23060
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications
March 20, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 400515102
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(1) Names of Reporting Persons I.R.S. Identification Nos.
of Above Persons (entities only)
Name of Reporting Persons: Markel Corporation
I.R.S. Identification Number: 54-0292420
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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(6) Citizenship or Place of Organization
Commonwealth of Virginia
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(7) Sole Voting Power 661,250
Number of
Shares
Beneficially (8) Shared Voting Power 0
Owned by
Each
Reporting (9) Sole Dispositive Power 661,250
Person With
(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 9.9%
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11) 9.9%
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(14) Type of Reporting Person
HC,CO
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of Gryphon Holdings Inc., a Delaware corporation (the
"Issuer"), which has its principal executive offices at 30 Wall Street, New
York, New York 10005- 2201.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of Markel Corporation, a Virginia
corporation ("Markel"), which has its principal executive offices at 4551 Cox
Road, Glen Allen, Virginia 23060-3382.
The names of the executive officers and directors of Markel, their
business or residence addresses and their present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment in conducted are set forth below. If
no business or residence address is given, the executive officer's or director's
business address is Markel Corporation, 4551 Cox Road, Glen Allen, Virginia
23060-3382.
Name and Address Principal Occupation
---------------- --------------------
Anthony F. Markel President, Chief
Operating Officer and
Director of Markel Corporation
Gary L. Markel President
Gary Markel & Associates, Inc.
9700 Ninth Street North
St. Petersburg, Florida 33702
Steven A. Markel Vice Chairman and
Director of Markel Corporation
Alan I. Kirshner Chief Executive Officer
and Chairman of the
Board of Directors of
Markel Corporation
Leslie A. Grandis Partner, McGuire, Woods,
McGuire, Woods, Battle Battle & Boothe LLP, One
& Boothe LLP James Center, 901 East
One James Center, 901 East Cary Street, Richmond, VA
Cary Street 23219
Richmond, VA 23219
Stewart M. Kasen Private Investor
Darrell D. Martin Executive Vice
President, Chief
Financial Officer and
Director of
Markel Corporation
V. Prem Watsa Partner in Hamblin, Watsa
Fairfax Financial Holdings Ltd. Investment Counsel Limited
95 Wellington St. West and Chairman and Chief
Suite 802 Executive Officer of Fairfax
Toronto, Ontario M5J 2N7 Financial Holdings Limited
95 Wellington St. West
Suite 802
Toronto, Ontario M5J 2N7
During the past five years, none of the executive officers or directors
of Markel have been convicted in a criminal proceeding or been a party to a
civil proceeding of a type required to be disclosed pursuant to part (d) or (e)
of item 2. Each such executive officer and director is a United States citizen
except V. Prem Watsa who is a Canadian citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate cost of the Shares (as hereinafter defined) of
$10,308,000, was paid for out of Markel's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Markel acquired the Shares for the purpose of investment. Markel
intends to monitor its investment and review the Issuer's business affairs and
financial position. Based on such review, as well as general economic and
industry conditions existing at the time, Markel may consider from time to time
various alternative courses of action and may discuss with management of the
Issuer ways in which the value of its investment may be increased. Such actions
may also include the acquisition of additional shares of Common Stock through
open market purchases, privately negotiated transactions or otherwise or the
disposition of some or all of the Shares. Markel may also make regulatory
filings with insurance regulatory authorities to enable Markel to acquire
additional shares without further regulatory approval. Markel does not currently
have any plans or proposals which relate to or would result in any of the
actions or transactions specified in clauses (a) though (j) of Item 4 of the
Schedule 13D, except as indicated above with respect to the acquisition or
disposition of shares of Common Stock. However, Markel reserves the right at any
time to formulate other plans and purposes regarding the Shares or the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Markel is the holder of 661,250 shares (the "Shares") of the Common
Stock, which represents approximately 9.9% of the Issuer's outstanding Common
Stock.
(b) See Cover Pages, Items 7, 8, 9 and 10.
(c) During the last 60 days, Markel made the following purchases and
sales of shares of Common Stock in open market transactions on the NASDAQ Stock
Market:
Purchase Date Shares Price per Share
- ------------- ------ ---------------
01/08/98 100,000 16.00
01/22/98 10,000 15.65625
01/26/98 5,000 15.625
01/28/98 5,000 15.75
01/29/98 4,600 15.625
01/30/98 10,300 15.625
02/10/98 5,000 15.375
02/13/98 8,800 15.50
02/17/98 5,000 15.50
02/23/98 7,650 15.4922
02/24/98 30,000 15.4375
02/25/98 9,800 15.50
03/03/98 500 15.4375
03/06/98 103,300 15.558
03/17/98 18,000 14.8611
03/18/98 10,000 15.0625
03/20/98 196,300 15.0677
03/23/98 85,000 15.9301
03/23/98 47,000 16.00
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661,250
(d) None
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable
After reasonable 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: March 30, 1998 /s/ STEVEN A. MARKEL
STEVEN A. MARKEL
Vice Chairman
