SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
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)
The undersigned registration hereby amends and restates Item 1 of its
Registration Statement on Form 8-A dated June 20, 1995 as follows:
Item 1. Description of Securities To Be Registered
On June 5, 1995, the Board of Directors of Gryphon Holdings Inc. (the
"Company") authorized and declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock, par value $.01 per
share (the "Common Shares") of the Company. The dividend was payable on June 19,
1995 to the shareholders of record on June 5, 1995 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Junior Participating Cumulative Preferred Stock, par
value $0.01 per share ("Preferred Shares") of the Company at a Purchase Price
(the "Purchase Price") of $50.00, subject to adjustment in certain circumstances
(as defined below). The description and terms of the Rights are set forth in the
Rights Agreement (the "Rights Agreement") dated as of June 5, 1995, as amended
on July 28, 1998, between the Company and State Street Bank and Trust Company,
as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Share certificates
representing shares then outstanding, and no separate certificates representing
the Rights ("Right Certificates") will be distributed. The Rights will separate
from the Common Shares and a "Distribution Date" will occur upon the earlier of
(i) ten business days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of 10% or more of the outstanding Common Shares (the "Share
Acquisition Date"), or (ii) ten business days (or such specified or unspecified
date as may be determined by action of the Board of Directors of the Company)
following the commencement or announcement of the intent to commence a tender
offer or exchange offer that would result in the Acquiring Person having
Beneficial Ownership of the percentage of outstanding Common Shares equal to or
greater than the lesser of (A) 20% of the Common Shares then outstanding or
(B)(x) 10% of the Common Shares then outstanding or (y) the percentage (the
"Acquiring Person Percentage") of the Common Shares then outstanding equal to
the number of Common Shares Beneficially Owned as of 4:30 p.m. New York time on
July 28, 1998 by the Person Beneficially Owning the largest number of Common
Shares as of such date and time divided by the Common Shares outstanding as of
such date and time. Notwithstanding the foregoing, an Acquiring Person does not
include (A) the Company or any subsidiary of the Company, (B) any employee
benefit plan (including, but not limited to, any employee stock ownership plan)
of the Company or any Subsidiary of the Company or any Person organized,
appointed or established by the Company or such Subsidiary as a fiduciary for or
pursuant to the terms of any such employee benefit plan or (C) any Person who
would otherwise be an "Acquiring Person" but for the good faith determination by
the Board of Directors of the Company that such Person has become an "Acquiring
Person" inadvertently, provided that such Person together with its Affiliates
and Associates divest themselves as promptly as practicable of beneficial
ownership of a sufficient number of Common Shares so that such Person together
with its Affiliates and Associates beneficially own less than the Acquiring
Person Percentage.
The Rights Agreement provides that, until the Distribution Date, (i) the
Rights will be transferred with and only with the Common Shares, (ii) new Common
Share certificates issued after the Record Date but prior to the Distribution
Date will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any of the Common Shares will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificates.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Right Certificates will be mailed to holders of
record of Common Shares as of the close of business day on the Distribution
Date, and thereafter the Rights will be evidenced solely by such Right
Certificates.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on June 5, 2005 (the "Final Expiration Date"), unless the Rights are
earlier redeemed or exchanged by the Company as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or
warrants to subscribe for Preferred Shares or convertible securities at less
than the current market price of Preferred Shares, or (iii) in case the Company
shall fix a record date to distribute to all holders of the Preferred Shares
evidences of indebtedness or assets (other than a regular periodic cash dividend
or dividends payable in Preferred Shares) or subscription rights or warrants
(other than those referred to above). The number of Rights and number of
Preferred Shares issuable upon the exercise of each Right are also subject to
adjustment in the event of a stock split, combination or stock dividend on the
Common Shares.
In the event that, after the Share Acquisition Date, (a) the Company shall
merge with and into any Acquiring Person or any affiliate or associate thereof
or any other person in which such Acquiring Person, affiliate or associate has
an interest or any person acting on behalf of or in concert with such Acquiring
Person, affiliate or associate (an "Interested Stockholder") or, if in such
merger all holders of Common Shares (other than the Interested Stockholder) are
not treated alike, with any other person (b) the Company shall consolidate with
or merge with any Interested Stockholder or, if in such merger or consolidation
all holders of Common Shares (other than the Interested Stockholder) are not
treated alike, with any other Person, and the Company shall be the continuing or
surviving corporation of such consolidation, or (c) the Company shall sell or
otherwise transfer in a merger or other business combination transaction, more
than 50% of its assets, cash flow or earning power to another person, the Rights
Agreement provides that each Right holder shall be entitled to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction would have a market value (as defined in the Rights Agreement) equal
to twice the exercise price of the Right ("Flip-Over" Events).
In the event that any person or group becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have a right to receive, upon exercise thereof that number of Common
Shares having a market value of two times the exercise price of the Right
("Flip-In" Events).
From and after the time a person becomes an Acquiring Person all Rights
that are, or (under certain circumstances specified in the Rights Agreement)
were, beneficially owned by an Acquiring Person (or an affiliate, associate or
transferee thereof) will be null and void.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued and, in lieu
thereof, an adjustment will be made based on the market price of the Preferred
Shares on the last trading date prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons of Beneficial Ownership of an amount of outstanding Common
Shares equal to the Acquiring Person Percentage, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.001 per
Right (the "Redemption Price"), payable in cash, Common Shares or any other form
of consideration deemed appropriate by the Board of Directors. The redemption of
the Rights may be effective at such time, on such basis and with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
redemption of the Rights, the Rights will terminate and the only privilege of
the Rights holders will be to receive the $.001 redemption price. The date on
which Rights are redeemed is referred to herein as the "Redemption Date."
At any time after the acquisition by a person or group of affiliated or
associated persons of Beneficial Ownership an amount of outstanding Common
Shares equal to the Acquiring Person Percentage, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such person or group
which have become void), in whole or in part, at an exchange ratio of one Common
Share per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof (such exchange
ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding
the foregoing, the Board of Directors shall not be empowered to effect such
exchange at any time after any person together with all affiliates and
associates of such person, becomes the beneficial owner of 50% or more of the
Common Shares then outstanding.
Immediately upon the action of the Board of Directors of the Company
ordering the exchange of any Rights, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such Right shall be to
receive the number of Common Shares equal to the number of such Rights held by
such holder multiplied by the Exchange Ratio. In connection with this exchange
provision, the Company shall not be required to issue fractions of Common Shares
or certificates evidencing fractional Common Shares and, in lieu thereof, an
adjustment will be made based on the market price of the Preferred Shares on the
last trading day prior to the date of exercise.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, other than rights resulting from such
holder's ownership of Common Shares, including, without limitation, the right to
vote or to receive dividends. While the distribution of the Rights will not be
taxable to shareholders or to the Company, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Shares (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
The Rights and the Rights Agreement may be amended in any respect
whatsoever (including, without limitation, any extension of the period in which
the Rights may be redeemed) at any time prior to such time any person becomes an
Acquiring Person, without the approval of the holders of the Rights. After such
time, amendments may only be made to (i) cure any ambiguity, (ii) to correct or
supplement any provision contained in the Rights Agreement which may be
defective or inconsistent with any other provision in the Rights Agreement, or
(iii) make any amendments or supplements which the Company and the Rights Agent
may deem necessary or desirable which do not adversely affect the interests of
the holders of the Rights (other than the Acquiring Person or an affiliate or
associate thereof).
A copy of the Rights Agreement is being filed herewith as Exhibit 4.1 and a
copy of the first amendment to the Rights Agreement is being filed herewith as
Exhibit 4.2. A copy of the Rights Agreement and the amendment thereto is
available free of charge from the Company. This summary description of the
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, as amended, which is hereby
incorporated 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.
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: August 7, 1998
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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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.
AMENDMENT
FIRST AMENDMENT, dated as of July 28, 1998, to the Rights Agreement, dated
as of June 5, 1995 (the "Rights Agreement"), between Gryphon Holdings, Inc. (the
"Company") and State Street Bank and Trust Company, as Rights Agent (the "Rights
Agent").
WHEREAS, the parties hereto are parties to the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of
Directors deems it desirable and in the best interests of the Company and its
shareholders to amend the Rights Agreement as set forth below; and
WHEREAS, the parties hereto desire to amend the Rights Agreement, as
provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein and in the rights agreement, the parties hereto agree as
follows:
1. The definition of "Acquiring Person" as set forth in Section 1(a) of the
Rights Agreement is hereby amended to read in its entirety as follows:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and
Associates (as such terms are hereinafter defined) of such Person,
shall be the Beneficial Owner (as such term is hereinafter defined) of
the percentage of Common Shares (the "Acquiring Person Percentage")
equal to or greater than the lesser of (A) 20% of the Common Shares
then outstanding or (B) the greater of (x) 10% of the Common Shares
then outstanding or (y) the percentage of the Common Shares then
outstanding equal to the number of Common Shares Beneficially Owned as
of 4:30 p.m. New York time on July 28, 1998 by the Person Beneficially
Owning the largest number of Common Shares as of such date and time
divided by the Common Shares outstanding as of such date and time, but
shall not include (i) the Company or any Subsidiary (as such term is
hereinafter defined) of the Company, (ii) any employee benefit plan
(including, but not limited to, any employee stock ownership plan) of
the Company or any Subsidiary of the Company or any Person organized,
appointed or established by the Company or such Subsidiary as a
fiduciary for or pursuant to the terms of any such employee benefit
plan or (iii) any Person who would otherwise be an "Acquiring Person"
but for the good faith determination by the Board of Directors of the
Company that such Person has become an "Acquiring Person"
inadvertently, provided that such Person together with its Affiliates
and Associates divest themselves as promptly as practicable of
beneficial ownership of a sufficient number of Common Shares so that
such Person together with its Affiliates and Associates beneficially
own a percentage of the Common Shares then outstanding less than the
Acquiring Person Percentage. Notwithstanding the foregoing, no Person
shall become an "Acquiring Person" as a result of an acquisition of
Common Shares by the Company which, by reducing the number of Common
Shares outstanding, increases the proportionate number of shares
beneficially owned by such Person to a percentage of the Common Shares
then outstanding greater than the Acquiring Person Percentage,
provided, however, that if a Person, together with its Affiliates and
Associates, shall become the Beneficial Owner of a percentage of the
Common Shares greater than the Acquiring Person Percentage by reason
of share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any
additional Common Shares of the Company other than as a direct or
indirect result of any corporate action taken by the Company, then
such Person shall be deemed to be an "Acquiring Person."
2. The last sentence of Section 2 of the Rights Agreement is hereby deleted
and in lieu thereof the following sentences shall be inserted:
"The Company may from time to time appoint such Co- Rights Agents as
it may deem necessary or desirable, upon ten (10) days' prior written
notice to the Rights Agent. The Rights Agent shall have no duty to
supervise, and shall in no event be liable for, the acts or omissions
of any such Co-Rights Agent."
3. The first sentence of clause (a) of Section 3 of the Rights Agreement is
hereby amended to read in its entirety as follows:
(a) Until the earlier of the Close of Business on (i) the tenth
Business Day after the Shares Acquisition Date or (ii) the tenth
Business Day, or such specified or unspecified later date as may be
determined by action of the Board of Directors of the Company, after
the date of the commencement of (as determined by reference to Rule
l4d- 2(a), as now in effect under the Exchange Act), or first public
announcement of the intent of any Person (other than the Company, any
Subsidiary of the Company, any employee benefit plan, including, but
not limited to, an employee stock ownership plan, of the Company or of
any Subsidiary of the Company, or any Person organized, appointed or
established by the Company or such Subsidiary as a fiduciary pursuant
to the terms of any such employee benefit plan) to commence (which
intention to commence remains in effect for five Business Days after
such announcement), a tender or exchange offer for an amount of Common
Shares of the Company which, together with the Common Shares already
beneficially owned by such Person, constitutes a percentage of the
Common Shares then outstanding greater than the Acquiring Person
Percentage (including any such date which is after the date of this
Agreement and prior to the issuance of the Rights; the earlier of such
dates described in clauses (i) and (ii) being herein referred to as
the "Distribution Date"), (x) the Rights will be evidenced (subject to
the provisions of paragraph (b) of this Section 3) by the certificates
for Common Shares registered in the names of the holders thereof
(which certificates for Common Shares shall also be deemed to be Right
Certificates) and not by separate Right Certificates, and (y) the
rights to receive Right Certificates will be transferable only in
connection with the transfer of Common Shares.
4. The tenth line of Section 18(a) is hereby amended by inserting the word
"gross" before the word "negligence."
5. The Second line of Section 20(c) is hereby amended by inserting the word
"gross" before the word "negligence."
6. Section 26 is hereby amended by deleting the address for sending notices
to State Street Bank and Trust Company and inserting in lieu thereof the
following:
"c/o Boston Equiserve Limited Partnership
150 Royall Street
Canton, MA 02021
Attention: Client Administration"
7. This Amendment shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts to be made and performed
entirely within such State.
8. Except as expressly amended hereby, the Rights Agreement shall continue
in full force and effect in accordance with the provisions thereof.
9. 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.
IN WITNESS WHEREOF, the Company and the Rights Agent have executed this
Amendment as of the date first above written.
GRYPHON HOLDINGS, INC.
By: /s/ Stephen A. Crane
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Stephen A. Crane
President and CEO
ATTEST:
/s/ Robert M. Coffee
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STATE STREET BANK AND TRUST COMPANY
By: /s/ Charles Rossi
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Charles Rossi
Vice President
ATTEST:
/s/ Kathleen Federico
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