SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 13, 1998
GRYPHON HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-5537 13-3287060
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
30 Wall Street, New York, New York 10005
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 825-1200
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On July 13, 1998, Gryphon Holdings Inc. ("Gryphon") completed the
acquisition from Dearborn Risk Management, Inc. ("Dearborn") of all of the
issued and outstanding shares (the "Shares") of capital stock of The First
Reinsurance Company of Hartford, Oakley Underwriting Agency, Inc., and F/I
Insurance Agency, Incorporated (collectively, the "Acquired Businesses").
The total consideration paid in the acquisition consisted of (i)
$31,900,000 in cash, (ii) 14,444 shares of Series A 4.0% Cumulative Convertible
Preferred Stock of Gryphon and (iii) a future earnout payment comprised of cash
or Gryphon preferred stock to be based on the earnings of the Program Business
for the 1998, 1999 and 2000 calendar years.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of the Acquired Businesses.
The Audited combined financial statements of the Acquired Businesses
required to be filed pursuant to Item 7(a) of this Current Report will be filed
as soon as practicable, but in no event later than September 28, 1998, 60 days
after the date this Form 8-K is required to be filed.
(b) Pro forma financial information.
The consolidated pro forma financial information of Gryphon required to be
filed pursuant to Item 7 (b) of this Current Report will be filed as soon as
practicable, but in no event later than September 28, 1998, 60 days after the
date this Form 8-K is required to be filed.
(c) Exhibits.
10.1 The Stock Purchase Agreement, dated as of February 9, 1998,
by and between Gryphon and Dearborn, was filed with the
Securities and Exchange Commission as Exhibit 10.1 to
Gryphon's Report on Form 8-K dated February 9, 1998, and is
incorporated herein by this reference.
99.1 Press Release, dated July 14, 1998, issued by Gryphon
Holdings Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRYPHON HOLDINGS INC.
Dated: July 24, 1998 By:__________________________________
Stephen A. Crane
President and Chief Executive Officer
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Exhibit Index
Exhibit
Number Description Page
99.1 Press Release, dated July 14, 1998, issued by Gryphon
Holdings Inc.
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