-----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, NwUiEMSyoyO5xhaEkkYprmqQ3qJdxmt+oAoeiOZhNdq9qr08vt9Y3I7B1f76dA/c ++V7IZDC8ngP2U2lbr+uzQ== 0000950123-98-010425.txt : 19981204 0000950123-98-010425.hdr.sgml : 19981204 ACCESSION NUMBER: 0000950123-98-010425 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981203 FILER: 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: 8-A12B/A SEC ACT: SEC FILE NUMBER: 000-22820 FILM NUMBER: 98763514 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 8-A12B/A 1 AMENDMENT NO. 3 ON FORM 8-A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- 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. ------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3287060 ---------------------- ---------------- (State or Other Jurisdiction (IRS Employer of Incorporation) Identification No.) 30 Wall Street New York, New York 10005 -------------------------------- -------- (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 ----------------- ----------------------------- Preferred Share Purchase Rights Nasdaq National Market System - -------------------------- ----------------------------- Securities to be registered pursuant to Section 12(g) of the Act: None ---------------- (Title of class) 2 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). 3 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. 4 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 -------------------------- Name: Stephen A. Crane Title: President and Chief Executive Officer Dated: December 3, 1998 5 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. EX-4.4 2 THIRD AMENDMENT TO THE RIGHTS AGREEMENT 1 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. 2 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. 3 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 ----------------------------- Name: Robert M. Coffee - ------------------ Title: Senior Vice President STATE STREET BANK AND TRUST COMPANY ATTEST: By: /s/ Charles Rossi ---------------------------- Name: Charles Rossi - -------------------- Title: President -----END PRIVACY-ENHANCED MESSAGE-----