-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HBjQkFFlomHQOrSmlgeadHJAeA87qn76SGFphMtL5uh2IFNjq1YUm9Rau3PIqk9T 3sV4uwyfsGQMjfeSi0q6cQ== 0000916641-98-000334.txt : 19980331 0000916641-98-000334.hdr.sgml : 19980331 ACCESSION NUMBER: 0000916641-98-000334 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980330 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRYPHON HOLDINGS INC CENTRAL INDEX KEY: 0000912558 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133287060 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43193 FILM NUMBER: 98578012 BUSINESS ADDRESS: STREET 1: 30 WALL ST STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128251200 MAIL ADDRESS: STREET 1: 30 WALL ST STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARKEL CORP CENTRAL INDEX KEY: 0000803509 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 540292420 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4551 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060-3382 BUSINESS PHONE: 8047470136 MAIL ADDRESS: STREET 1: P O BOX 2009 CITY: GLEN ALLEN STATE: VA ZIP: 23058-2009 SC 13D 1 SCHEDULE 13D 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 ----------------------------------------------------------------- (Title of Class of Securities) 400515102 ----------------------------------------------------------------- (CUSIP NUMBER) Gregory B. Nevers, Esq. Corporate Counsel Markel Corporation 4551 Cox Road Glen Allen, VA 23060 ---------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications March 20, 1998 ----------------------------------------------------------------- (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 - ----------------------------------------------------------------- (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 - ----------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ----------------------------------------------------------------- (3) SEC Use Only - ----------------------------------------------------------------- (4) Source of Funds WC - ----------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ----------------------------------------------------------------- (6) Citizenship or Place of Organization Commonwealth of Virginia - ----------------------------------------------------------------- (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 - -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 9.9% - ----------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ----------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 9.9% - ----------------------------------------------------------------- (14) Type of Reporting Person HC,CO - ----------------------------------------------------------------- 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 ------- 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 -----END PRIVACY-ENHANCED MESSAGE-----