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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Gryphon Holdings Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3287060
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(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
30 Wall Street
New York, New York 10005
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(Address of Principal Executive Offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Share Purchase Rights Nasdaq National Market System
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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The undersigned registration hereby amends Item 1 of its
Registration Statement on Form 8-A dated June 20, 1995, as previously amended as
of July 28, 1998 and October 29, 1998 (as so amended, the "Form 8-A") by adding
the information set forth below. The registrant also amends Item 2 of the Form
8-A by adding the Third Amendment to the Rights Agreement as Exhibit 4.4.
Item 1. Description of Securities To Be Registered
On November 25, 1998, Markel Corporation ("Parent") MG Acquisition
Corp., a Delaware corporation ("Sub") and a wholly-owned subsidiary of Parent,
and Gryphon Holdings Inc., a Delaware corporation (the "Company"), entered into
an Agreement and Plan of Merger, dated as of November 25, 1998 (the "Merger
Agreement"), providing, among other things, for the merger of Sub with and into
the Company, whereupon the surviving corporation will become a wholly-owned
subsidiary of Parent.
On November 25, 1998, immediately prior to the execution of the
Merger Agreement, the Company and State Street Bank and Trust Company, as Rights
Agent (the "Rights Agent"), entered into the Third Amendment (the "Third
Amendment") to the Rights Agreement between the Company and the Rights Agent
(the "Rights Agreement") dated as of June 5, 1995 and amended as of July 28,
1998 and October 29, 1998. The Third Amendment provides, among other things,
that (a) neither the Merger Agreement nor the consummation of the transactions
contemplated thereby, will cause (i) Parent, Sub or any of their affiliates or
associates to have beneficial ownership of any Common Shares solely as a result
of any such event, (ii) Parent or Sub or any of their affiliates or associates
to be deemed an "Acquiring Person" under the Rights Agreement or (iii) the
"Shares Acquisition Date" or the "Distribution Date" under the Rights Agreement
to occur upon any such event, and (b) the "Rights" (each of the above as defined
in the Rights Agreement) will expire immediately prior to (i) the acceptance for
payment of and payment for Common Shares pursuant to the Offer (as defined in
the Merger Agreement) or (ii) the Effective Time (as defined in the Merger
Agreement) of the Merger.
A copy of the Third Amendment is available free of charge from the
Company. This summary description of the Third Amendment does not purport to be
complete and is qualified in its entirety by reference to the Third Amendment
which is attached hereto as Exhibit 4.4 and is incorporated herein by reference.
Item 2. Exhibits
4.1 Rights Agreement, dated as of June 5, 1995, between Gryphon
Holdings Inc. and State Street Bank and Trust Company
(incorporated by reference to the Company's Registration
Statement on Form 8-A dated June 20, 1995).
4.2 First Amendment, dated as of July 28, 1998, to the Rights
Agreement, dated as of June 5, 1995, between Gryphon Holdings
Inc. and State Street Bank and Trust Company, as Rights Agent, as
amended (incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form 8-A/A filed with the
Securities and Exchange Commission on August 7, 1998).
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4.3 Second Amendment, dated as of October 22, 1998, to the Rights
Agreement, dated as of June 5, 1995, between Gryphon Holdings
Inc. and State Street Bank and Trust Company, as Rights Agent, as
amended (incorporated by reference to Amendment No. 2 to the
Company's Registration Statement on Form 8-A/A filed with the
Securities and Exchange Commission on November 3, 1998).
4.4 Third Amendment, dated as of November 25, 1998, to the Rights
Agreement dated as of June 5, 1995, between Gryphon Holdings Inc.
and State Street Bank and Trust Company, as Rights Agent, as
amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Gryphon Holdings Inc.
By: /s/ Stephen A. Crane
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Name: Stephen A. Crane
Title: President and Chief
Executive Officer
Dated: December 3, 1998
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
4.1. Rights Agreement, dated as of June 5, 1995, between Gryphon Holdings
Inc. and State Street Bank and Trust Company (incorporated by
reference to the Company's Registration Statement on Form 8-A dated
June 20, 1995).
4.2. First Amendment, dated as of July 28, 1998, to the Rights Agreement,
dated as of June 5, 1995, between Gryphon Holdings Inc. and State
Street Bank and Trust Company, as Rights Agent, as amended
(incorporated by reference to Amendment No. 1 to the Company's
Registration Statement on Form 8-A/A filed with the Securities and
Exchange Commission on August 7, 1998).
4.3 Second Amendment, dated as of October 22, 1998, to the Rights
Agreement, dated as of June 5, 1995, between Gryphon Holdings Inc.
and State Street Bank and Trust Company, as Rights Agent, as amended
(incorporated by reference to Amendment No. 2 to the Company's
Registration Statement on Form 8-A/A filed with the Securities and
Exchange Commission on November 3, 1998).
4.4 Third Amendment, dated as of November 25, 1998, to the Rights
Agreement dated as of June 5, 1995, between Gryphon Holdings Inc.
and State Street Bank and Trust Company, as Rights Agent, as
amended.
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Exhibit 4.4
AMENDMENT
THIRD AMENDMENT, dated as of November 25, 1998 (the "Amendment"), to
the Rights Agreement, dated as of June 5, 1995, as amended (the "Rights
Agreement"), between Gryphon Holdings Inc., a Delaware corporation (the
"Company"), and State Street Bank and Trust Company, as Rights Agent (the
"Rights Agent").
WHEREAS, the Company and the Rights Agent are parties to the
Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto agree as follows:
Section 1. Amendments to Section 1.
(a) The definitions of "Beneficial Owner" and "beneficially own" are
amended by adding the following at the end thereof:
"Notwithstanding anything contained in this Agreement to the contrary,
none of Markel, Acquisition Corp. or any of their Affiliates or Associates shall
be deemed to be the Beneficial Owner of, or to beneficially own, any of the
Common Shares of the Company solely by virtue of the approval, execution or
delivery of the Merger Agreement."
(b) The following definitions are added to Section 1 of the Rights
Agreement:
"Acquisition Corp." shall mean MG Acquisition Corp., a Delaware
corporation.
"Markel" shall mean Markel Corporation, a Virginia corporation.
"Merger" shall mean the merger of the Company with and into Acquisition
Corp. in accordance with the General Corporation Law of the State of Delaware
upon the terms and subject to the conditions set forth in the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of Merger, dated as
of November 25, 1998, by and among Markel, Acquisition Corp. and the Company,
but shall not include any amendment to such Merger Agreement.
"Offer" shall mean the tender offer to acquire all the outstanding Common
Shares contemplated by the Merger Agreement.
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Section 2. Expiration Date.
Section 7(a) of the Rights Agreement is hereby amended by replacing
the word "or" with a comma immediately prior to the symbol "(iii)" and by adding
immediately prior to the parenthetical at the end thereof the following:
", (iv) upon the acceptance for payment of and payment for Common Shares
pursuant to the Offer or (v) immediately prior to the Effective Time (as defined
in the Merger Agreement) of the Merger; whereupon the Rights shall expire"
Section 3. New Section 35.
The following is added as a new Section 35 to the Rights Agreement:
"Section 35. The Offer and the Merger, etc.
Notwithstanding anything in this Agreement to the contrary, none of
(a) the approval, execution or delivery of the Merger Agreement or the
performance by any party of the transactions contemplated thereby or permitted
thereunder or (b) the making of (or the public announcement of the intent to
make) the Offer or the acceptance for payment of or payment for Common Shares
pursuant to the Offer shall cause (i) Markel or Acquisition Corp. or any of
their Affiliates or Associates to be an Acquiring Person, (ii) a Shares
Acquisition Date to occur or (iii) a Distribution Date to occur."
Section 4. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.
Section 6. Counterparts. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 7. Effect of Amendment. Except as expressly modified herein,
the Rights Agreement, as previously amended, shall remain in full force and
effect in accordance with the provisions thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed all as of the day and year first above written.
GRYPHON HOLDINGS INC.
ATTEST:
By: /s/ Robert M. Coffee
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Name: Robert M. Coffee
- ------------------ Title: Senior Vice President
STATE STREET BANK AND TRUST
COMPANY
ATTEST:
By: /s/ Charles Rossi
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Name: Charles Rossi
- -------------------- Title: President
