SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 10 TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND AMENDMENT NO. 15
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
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MG Acquisition Corp. (the "Purchaser") and Markel Corporation ("Parent"),
hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D (as amended prior to the date hereof, the "Schedule
14D-1"), originally filed on October 20, 1998, as amended and supplemented by
the Supplement thereto dated December 3, 1998 (the "Supplement"), with respect
to their offer to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Common Stock") of Gryphon Holdings Inc., a Delaware
corporation (the "Company"), as set forth in this Amendment No. 10. Capitalized
terms not defined herein have the meanings assigned thereto in the Schedule
14D-1.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
(a) Now that the Offer has expired, Parent intends to cause Purchaser to
effect a merger with and into the Company with the Company continuing as the
surviving corporation. Parent currently expects the merger to be consummated by
the end of February 1999. The timing of the merger will depend upon, among other
things, whether the outstanding shares of the Company's preferred stock are
redeemed, converted into shares of the Company's Common Stock or purchased by
Parent or Purchaser in a negotiated transaction.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) and (b) On January 19, 1999 Parent announced that the Offer expired at
5:00 p.m., New York City time, on Friday, January 15, 1999. As of the expiration
of the Offer, based on a preliminary count from the Depositary, approximately
5.9 million shares of the Common Stock had been tendered and accepted for
payment. These tendered shares, together with the 791,250 shares that Parent and
the Purchaser already owned, represent approximately 98% of the outstanding
shares of the Common Stock.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(18) Text of Press Release issued by Markel Corporation on January 19, 1999.
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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: January 20, 1999 MARKEL CORPORATION
By: ____________________
Name: Steven A. Markel
Title: Vice Chairman
MG ACQUISITION CORP.
By: ____________________
Name: Steven A. Markel
Title: Vice Chairman
<PAGE>
EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(a)(18) Text of Press Release issued by Markel Corporation
on January 19, 1999.
Exhibit (a)(18)
Contact: Steven A. Markel
Markel Corporation
(804) 965-1675
MARKEL COMPLETES OFFER FOR GRYPHON
RICHMOND, Virginia, January 19, 1999 -- Markel Corporation (NYSE: MKL) announced
today that it had completed its cash tender offer for all of the outstanding
shares of common stock of Gryphon Holdings Inc. (Nasdaq: GRYP) at 5:00 P.M., New
York City time, on Friday, January 15, 1999.
As of the termination of the offer, based on a preliminary count from the
depositary for the offer, approximately 5.9 million shares of Gryphon common
stock had been tendered and accepted for payment. These shares, together with
the shares that Markel already owned, represent approximately 98% of Gryphon's
total issued and outstanding shares of common stock. Markel intends to cause a
wholly owned subsidiary of Markel to effect a merger with Gryphon pursuant to
which the remaining shares of Gryphon common stock will be converted into the
right to receive $19.00 per share in cash. Markel currently expects the merger
to be consummated by the end of February 1999. The timing of the merger will
depend upon, among other things, whether the outstanding shares of Gryphon
preferred stock are redeemed, converted into shares of Gryphon common stock or
purchased by Markel in a negotiated transaction.
Markel Corporation markets and underwrites specialty insurance products and
programs to a variety of niche markets. In each of these markets, Markel seeks
to provide quality products and excellent customer service so that it can be a
market leader. The financial goals of Markel are to earn consistent underwriting
profits and superior investment returns to build shareholder value.
Gryphon Holdings, which operates through its main subsidiary, Gryphon Insurance
Group, is a specialty property and casualty underwriting organization. Gryphon's
wholly-owned insurance subsidiaries are Associated International Insurance
Company, Calvert Insurance Company, and The First Reinsurance Company of
Hartford.
