14
SECURITIES AND EXCHANGE
COMMISSION WASHINGTON,
D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1996 Commission file
number
0-5537
Gryphon Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-
3287060
(State or other jurisdiction of (I.R.S.
Employer incorporation or organization)
Identification No.)
30 Wall Street, New York, New York 10005-
2201
(Address of principal executive offices) (zip
code)
Registrant's telephone number, including area code:(212) 825-
1200
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15 (d)
of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past
90 days.
Yes x
No
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the
latest practicable date.
Class
Outstanding at June 30, 1996
Common stock, par value $.01
6,659,725
Gryphon Holdings
Inc. TABLE OF
CONTENTS
Part I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets at
June 30, 1996 and December 31, 1995 3
Consolidated Statements of Income for the three and six months
ended
June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows for
the six months ended June 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Part II. OTHER INFORMATION
Item 4 Submission of Matters to a vote of Security
Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
Signatures
14
EXHIBIT 27 Financial Data Schedule
15
PART I - FINANCIAL INFORMATION
Gryphon Holdings Inc. and Subsidiaries
Consolidated Balance Sheets
June 30, December
31, 1996
1995
Assets (Dollars in
thousands)
Investments:
Fixed maturities, available for sale, at fair value
(amortized cost: 6/30/96 - $259,169 ; 12/31/95 - $248,324)
$263,305 $260,728
Short-term investments, at cost, which approximates market 537
537
Total investments 263,842 261,265
Cash and cash equivalents 27,578
27,337
Accrued investment income 4,198
4,080
Premiums receivable 23,151
17,475
Reinsurance recoverable on paid losses 19,842
24,489
Reinsurance recoverable on unpaid losses 159,274
152,975 Prepaid reinsurance premiums 18,051
20,434
Deferred policy acquisition costs 12,391
12,182
Deferred income taxes 9,905
6,582
Income taxes receivable 380
Other assets 5,698
4,170
Total assets $544,310
$530,989
Liabilities and Stockholders' Equity
Policy liabilities:
Unpaid losses and loss adjustment expenses$321,834
$308,886
Unearned premiums 61,755
63,472
Total policy liabilities 383,589
372,358
Reinsurance balances payable 30,661
29,373
Long-term debt 25,500
25,500
Income taxes payable
387
Other liabilities 12,767
10,149
Total liabilities 452,517
437,767
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value; 1,000,000 shares
authorized;
none issued or outstanding
Common stock, $.01 par value; 15,000,000 shares
authorized; 8,148,050 shares issued
81 81
Additional paid-in capital 30,852
30,850
Foreign currency translation adjustment, net of tax (203)
(209)
Net unrealized investment gains, net of tax 2,689 8,063
Deferred compensation (296) (193)
Retained earnings 83,950 80,108
Treasury stock, at cost; shares 1996: 1,488,325; 1995:
1,500,000 (25,280) (25,478)
Total stockholders' equity 91,793 93,222
Total liabilities and stockholders' equity$544,310 $530,989
See accompanying notes to consolidated financial statements.
These statements are subject to year-end audit.
Gryphon Holdings Inc. and Subsidiaries
Consolidated Statements of Income
Three months endedSix months
e nded
June 30, June 30,
1996 1995 1996 1995
(Dollars and shares in
thousands, except per-
share data)
Revenues
Gross premiums written $39,017$43,444 $73,936$78,653
Net premiums written 22,585 25,703 43,798 43,575
Net premiums earned 21,180 21,019 43,131 38,716
Net investment income 3,921 4,133 8,080 7,799
Realized gains (losses) on investments (190) 1,554
612
1,830
Other income 285 ______ 555 ______
Total revenues 25,196 26,706 52,378 48,345
Expenses
Losses and loss adjustment expenses 15,10213,419 27,95523,762
Underwriting, acquisition, and insurance expenses
9,9528,673 19,186 16,231
Interest expense 436 ______ 873______
Total expenses 25,490 22,092 48,014 39,993
Income (loss) before income taxes (294)4,614 4,364 8,352
Provision for income taxes (benefit):
Current (541) 1,519 952 2,411
Deferred (90) (390)
(430)
(546)
Total income taxes (631) 1,129 522 1,865
______ ______
Net income $337 $3,485 $3,842 $6,487
Net income per-share data
Net income $0.05 $0.43 $0.58 $0.80
Weighted average shares outstanding 6,656
8,1486,652
8,148
See accompanying notes to consolidated financial statements.
These statements are subject to year-end audit.
Gryphon Holdings Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Six months ended June
30, 1996
1995
(Dollars in
thousands) Operating activities
Net income $3,842 $6,487
Adjustments to reconcile net income to net cash provided
by operating activities:
Increase (decrease) in net policy liabilities
11,962 2,554
(Increase) decrease in premiums receivable(5,676)(4,232)
Increase in deferred policy acquisition costs
(209)
(1,176)
Deferred income tax provision (430) (546)
Decrease (increase) in other assets and
liabilities1,366 (321)
Amortization and depreciation 236 190
Amortization of bond discount, net 267 211
Realized gains on investments (612) (1,830)
(Decrease) increase in reinsurance balances
payable1,288 1,853
(Increase) decrease in accrued investment income
(118) 207
Net cash provided by operating activities 11,916 3,397
Investing activities
Sales of fixed maturities 132,463 103,901
Purchases of fixed maturities (143,863) (163,067)
Maturities or calls of fixed maturities 900 44,260
Capital expenditures (1,252) (223)
Net cash used by investing activities(11,752) (15,129)
Financing activities
Issuance of common stock 71
Effect of exchange rate changes on cash 6 47
Increase (decrease) in cash and cash equivalents
241 (11,685)
Cash and cash equivalents at beginning of year 27,337
28,908
Cash and cash equivalents at end of year$ 27,578 $17,223
Supplemental disclosure of cash flow information
Income taxes paid $1,701 $1,850
Interest paid 870
See accompanying notes to consolidated financial statements.
These statements are subject to year-end audit.
1. Basis of Presentation
Gryphon Holdings Inc. (the "Company") operates through
its main subsidiary, Gryphon Insurance Group Inc., as a
specialty property and casualty underwriting organization.
The Company's wholly owned insurance company subsidiaries
are Associated International Insurance Company and Calvert
Insurance Company.
The accompanying financial statements include, for all
periods presented, the accounts and operations of Gryphon
Holdings Inc. and its subsidiaries.
2. Principles of Consolidation
The accompanying consolidated financial statements have
been prepared on the basis of generally accepted accounting
principles ("GAAP"), which as to the two wholly owned
insurance company subsidiaries differ from the statutory
accounting practices prescribed or permitted by regulatory
authorities, and include the accounts of the Company
and its subsidiaries. All
significant intercompany accounts and transactions have
been eliminated in consolidation.
3. Investments
Fair values are based on quoted market prices,
when available, or estimates based on market prices for
similar securities, when quotes are not available.
Short-term investments are carried at cost, which approximates
their fair value. Realized gains and losses from the sales or
liquidation of investments are determined on the basis of
the specific identification method and are included in net
income. Investment income is recognized when earned. The
amortization of premium and accretion of discount for fixed
maturity securities are computed utilizing the interest
method.
The major components of net investment income are
summarized as follows:
For the three months For
the
six months
ended June
30,
ended June 30,
1996 1995 1996 1995
(Dollars in
thou sands)
Fixed maturities $3,925 $3,797 $8,050 $7,258
Cash, cash equivalents and short-term investments 295
493
590 1,040
Total investment income 4,220 4,290 8,640 8,298
Less related expenses 299 157 560 499
Net investment income $3,921 $4,133 $8,080 $7,799
The gross and net realized gains and losses from sales
of fixed income securities are as follows:
For the three months For
the
six months
ended June
30,
ended June 30,
1996 1995 1996 1995
(Dollars in
thou sands)
Gross realized gains $ 722 $1,692 $1,906 $2,442
Gross realized losses (912) (138) (1,294)
(612)
Net realized gain (loss) on sales$ (190) $1,554 $ 612
$1,830
At June 30, 1996 and December 31, 1995, the amortized
cost and estimated fair values of investments in fixed
maturities, by categories of securities, and short-term
investments were as follows:
Gross Gross
Estimated
AmortizedUnrealizedUnrealizedFair
Cost Gains Losses Value
(Dollars in thousands)
June 30, 1996
U.S. Treasury securities and obligations of
U.S. government corporations and agencies$28,157$3,097 $(188)
$31,066
Debt securities issued by foreign governments5,768 116 (91) 5,793
Tax-exempt obligations of states and
political subdivisions 156,557 3,864 (1,947) 158,474
Mortgage-backed securities 46,048 198 (570) 45,676
Corporate securities 22,639 249 (592) 22,296
259,169 7,524 (3,388) 263,305
Short-term investments 537
537
$259,706 $7,524 $(3,388) $263,842
Gross Gross Estimated
AmortizedUnrealizedUnrealizedFair
Cost Gains Losses Value
(Dollars in thousands)
December 31, 1995
U.S. Treasury securities and obligations of
U.S. government corporations and agencies$48,292$3,101 $(8)
$51,385
Debt securities issued by foreign governments4,078 158 4,236
Tax-exempt obligations of states and
political subdivisions 124,073 6,702 (40) 130,735
Mortgage-backed securities 36,616 976 37,592
Corporate securities 35,265 1,571 (56) 36,780
248,324 12,508 (104) 260,728
Short-term investments 537
537
$248,861 $12,508 $(104) $261,265
4. Long-Term Debt
In September 1995, the Company purchased 1.5 million shares
of its Common Stock beneficially owned by Willis Corroon Group
plc ("Willis Corroon") for a purchase price of $25.5 million,
including related expenses. The Company financed its purchase
with commercial lending institutions through an unsecured term
loan. This loan matures in varying amounts through 2002 with
interest payable at least quarterly. The term loan interest rate
is equivalent to either the lead bank's prime rate or the
London Interbank Offered Rate ("LIBOR") plus 1%, at the
discretion of the Company. The term-loan
agreement contains certain
restrictive covenants, including restrictions on the
Company's ability to declare or pay any cash dividends to its
shareholders. As of June 30, 1996, the weighted average
interest rate was 6.85%, and the fair value of the loan
approximated the carrying value.
Principal payments due on the term loan are as follows:
Principal Amount
Year ending December 31, (Dollars in thousands)
1996 $ 875
1997 3,500
1998 3,625
1999 4,125
2000 4,625
Thereafter 8,750
Total $25,500
In October of 1995, the Company entered into an
interest rate swap agreement with a commercial lending
institution in order to reduce the impact of
interest rate fluctuations on the
Company's term loan. The interest rate swap was effected
with respect to the first $15.5 million of scheduled
principal amortizations of the $25.5 million loan. The impact
of the swap was to create an effective fixed rate of 6.97%
on the $15.5 million principal amount. As of June 30, 1996,
the fair value of the interest rate swap approximated the
carrying value.
5. Earnings Per Share
Earnings per common share are based on the average number
of shares outstanding during each period; the
exercise of
outstanding stock options would have no significant
dilutive
effect on earnings per share.
6. Unaudited Consolidated Financial Statements
In the opinion of management, the accompanying
unaudited consolidated financial statements contain all
adjustments necessary to present fairly the results of
operations and financial position of the Company for the
periods ended June 30, 1996 and 1995. The unaudited
consolidated financial statements should be read in
conjunction with the consolidated financial statements and
related notes to financial statements as contained in the
Company's 1995 Annual Report on Form 10-K. The results of
operations for the period presented are not
necessarily indicative of the results to be expected for the
entire year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
General
The Company is a holding company that, through
its subsidiaries, underwrites specialty property and
casualty insurance in sectors of the insurance industry that
are generally considered difficult to insure. Many of the
coverages written by the Company can be categorized as excess
and surplus lines, which generally means that the risks are
nonstandard or that the policies in respect of the risks are
written with unusual limits or at deviated rates. The
property and casualty insurance industry is highly
cyclical. The excess and surplus lines sectors of the
property and casualty insurance industry are often subject to
greater cyclicality and volatility than the industry in
general. During soft markets, large standard lines insurers
often utilize excess capacity to assume risks in excess
and
surplus and specialty lines. During hard markets, such
insurers tend to abandon the excess and surplus and specialty
lines to the carriers that concentrate in these sectors.
Thus, capacity in these lines will fluctuate substantially,
often with fluctuations in revenues or profits, or both.
Results of Operations
Second Quarter of 1996 Compared with the Second Quarter of 1995
Gross Premiums Written. Gross premiums written were
$39.0
million for the second quarter of 1996, compared with
$43.4 million for the second quarter of 1995. The decrease
in gross premiums written was primarily attributable to a
$4.2 million decrease in Difference in Conditions ("DIC")
premiums resulting from the sharing of premiums with a
companion carrier, and, to a lesser extent, an increase in
competition with respect to certain types of DIC risks. Other
Property decreased by $1.2 million due to increased
competition, mitigated in part by new business from plate glass
and fire policies, and Casualty premiums decreased by $0.6
million. Such decreases were partially offset by a $1.0
million increase in Commercial Automobile premiums, and a
$0.2 million increase in premiums from Specialty Lines, due
to new business. Architects' & Engineers' Liability premiums
increased by $0.3 million due to enhanced coverages offered,
although the underlying market conditions remain soft.
Net Premiums. Net premiums written decreased 12.1% to
$22.6 million for the second quarter of 1996 from $25.7 million
for the second quarter of 1995, as a result of most of
the factors described above.
Net premiums earned increased to $21.2 million for
the second quarter of 1996 from $21.0 million for the second
quarter of 1995, resulting from a change in the mix of
business written and in the Company's reinsurance program that
reduced reinsurance costs on an earned basis.
Net Investment Income. Net investment income decreased
5.1%
to $3.9 million for the second quarter of 1996 from $4.1
million for the second quarter of 1995. The decrease in net
investment income, which is reported before taxes, was
primarily a result of lower average
interest rates due to a greater component of tax-
exempt securities in 1996 than in 1995. This decrease
was
mitigated by additional funds available for investment in 1996.
Net Realized Gains (Losses) on Investments. In the
second
quarter of 1996, the Company realized a net loss of $0.2
million, principally from the sale of taxable securities.
The sales
resulted from the Company shifting its portfolio in 1996
towards a lower percentage of taxable securities to optimize
the mix of taxable and tax-exempt investments.
Other Income. For the quarter ended June 30, 1996,
the Company recorded $0.3 million of underwriting management
fees for DIC business underwritten on behalf of a companion
carrier.
Losses and Loss Adjustment Expenses. Losses and
loss
adjustment expenses increased by 12.5% to $15.1 million for
the second quarter of 1996 from $13.4 million for the second
quarter of 1995, primarily due to reserve increases in a
truck leasing program and a used car dealers program, each
discontinued during 1995. In
1995, the Company recorded $1.1 million in losses
arising from hail storms in Texas. Losses and loss
adjustment expenses were 71.3% of net premiums earned in the
second quarter of 1996, compared with 63.8% in the second
quarter of 1995.
Underwriting, Acquisition, and Insurance
Expenses.
Underwriting, acquisition, and insurance expenses increased
by 14.7% to $10.0 million for the second quarter of 1996 from
$8.7
million for the second quarter of 1995, due to
increased acquisition costs resulting from a change in the mix
of business written, additions to staff related to new
business and an increase in the provision for bad debts.
Interest Expense. For the quarter ended June 30, 1996,
the Company recorded $0.4 million for interest expense
associated with a term loan of $25.5 million in connection with
the purchase of 1.5 million shares of its common stock in
September of 1995.
Income Taxes. The Company recorded a tax benefit of
$0.6
million in the second quarter of 1996, compared with an
income tax expense of $1.1 for the second quarter of 1995. In
1996, the income tax benefit resulted from an operating loss,
net realized losses on investments, and a shift from taxable
to tax-exempt investments.
Net Income. Net income was $0.3 million for the
second quarter of 1996, compared with $3.5 million for
the second quarter of 1995.
Six Months Ended June 30, 1996 Compared with the Six Months
Ended June 30, 1995
Gross Premiums Written. Gross premiums written were
$73.9 million for the six months ended June 30, 1996,
compared with $78.7
million for the six months ended June 30, 1995. The
decrease in gross premiums written was primarily attributable
to a $6.2 million decrease in Difference in Conditions
("DIC") premiums resulting from the sharing of premiums with a
companion carrier, and, to a lesser extent, an increase in
competition with respect to certain types of DIC risks. Other
Property decreased by $1.5 million due to increased
competition, mitigated in part by new business from plate
glass and fire policies. Such
decreases were partially offset by a $1.0 million increase
in premiums from Specialty Lines, due to new business, a
$0.9 million increase in Commercial Automobile premiums, and
a $0.2 million increase in Casualty premiums, resulting from
new lines of business marketed by the Company. Architects'
& Engineers' Liability premiums increased by $0.9 million
due to enhanced coverages offered, although the underlying
market conditions remain soft.
Net Premiums. Net premiums written increased to
$43.8 million for the six months ended June 30, 1996 from $43.6
million for the six months ended June 30, 1995. Net
premiums written increased while gross premiums written
decreased significantly, primarily as a result of reduced
reinsurance costs, increased retention levels and a change in
the mix of business written.
Net premiums earned increased by 11.4% to $43.1 million
for
the six months ended June 30, 1996 from $38.7 million for the
six months ended June 30, 1995, as a result of most of the
factors described above.
Net Investment Income. Net investment income increased
3.6% to $8.1 million for the six months ended June 30, 1996
from $7.8 million for the six months ended June 30, 1995. The
increase is
primarily due to additional funds available for investment
in
1996 and was mitigated by lower average interest rates in
1996 than in 1995, from a greater component of tax-exempt
securities in 1996.
Net Realized Gains on Investments. In the six months
ended June 30, 1996, the Company realized a net gain of $0.6
million, principally from the sale of taxable securities.
The sales
resulted from the Company shifting its portfolio in 1996
towards a lower percentage of taxable securities to optimize
the mix of
taxable and tax-exempt investments.
Other Income. For the quarter ended June 30, 1996,
the Company recorded $0.6 million of underwriting management
fees for DIC business underwritten on behalf of a companion
carrier.
Losses and Loss Adjustment Expenses. Losses and
loss
adjustment expenses increased by 17.6% to $28.0 million for
the six months ended June 30, 1996 from $23.8 million for
the six months ended June 30, 1995, primarily due to
earned premium exposures and to reserve increases in a truck
leasing program and a used car dealers program, each
discontinued in 1995. In 1995, the Company recorded $1.1
million in losses arising from hail storms in Texas. Losses
and loss adjustment expenses were 64.8% of net premiums
earned in the six months ended June 30, 1996, compared with
61.4% in the six months ended June 30, 1995.
Underwriting, Acquisition, and Insurance
Expenses.
Underwriting, acquisition, and insurance expenses increased
by
18.2% to $19.2 million for the six months ended June 30,
1996
from $16.2 million for the six months ended June 30,
1995, primarily due to increased acquisition costs, additions
to staff related to new business and an increase in the
provision for bad debts.
Interest Expense. For the quarter ended June 30, 1996,
the Company recorded $0.9 million for interest expense
associated with a term loan of $25.5 million in connection with
the purchase of 1.5 million shares of its common stock in
September of 1995.
Income Taxes. Income taxes were $0.5 million for the
six
months ended June 30, 1996, compared with income taxes of
$1.9 million for the six months ended June 30, 1995. In
1996, the decrease in income tax expense resulted from
higher operating expenses and a shift from taxable to tax-
exempt investments.
Net Income. Net income was $3.8 million for the six
months
ended June 30, 1996, compared with $6.5 million for the
six
months ended June 30, of 1995.
Liquidity and Capital Resources
The Company receives cash from premiums and, to a
lesser extent, investment income. The principal cash outflows
are for the payment of claims, reinsurance premiums, policy
acquisition costs, and general and administrative
expenses. Net cash
provided by operations was $11.9 million for the first
six months of 1996, compared with $3.4 million for the
first six months of 1995.
At June 30, 1996, the Company maintained cash and
cash equivalents of $27.6 million to meet current payment
obligations. In
addition, the Company's investment portfolio could
be
substantially liquidated without any material financial
impact. Substantially all of the cash and investments of the
Company at
June 30, 1996 were held by its subsidiaries.
Reinsurance recoverables on unpaid losses increased
from $153.0 million at December 31, 1995 to $159.3 million at
June 30, 1996.
Because of the high limits on the Company's issued
policies relative to net retentions, reinsurance recoverable
on
unpaid losses can fluctuate significantly depending upon
the emergence and severity of reported and unreported losses.
In September 1995, the Company purchased 1.5 million
shares
of its common stock from Willis Corroon for a total
purchase price of $25.5 million, including related expenses.
The Company financed its purchase of such shares through the
proceeds of borrowing from commercial lending institutions.
As a result of the interest on this indebtedness, the
Company's corporate overhead expense will increase by
approximately $1.8 million in 1996.
As a holding company, the Company depends principally
on dividends from its insurance company subsidiaries to
pay corporate overhead expenses, including principal and
interest on its borrowings. These subsidiaries are
subject to state
insurance laws that restrict their ability to pay
dividends. Under the insurance code of Pennsylvania, dividends
from Calvert are limited to the greater of 10% of
surplus as regards policyholders as of the preceding year end
or the net income for the previous year, without prior
approval from the Pennsylvania Department of Insurance. Under
the insurance code of California, dividends from Associated
are limited to the greater of 10% of policyholders' statutory
surplus as of the preceding year end or the Company's
statutory net income from operations for the previous
year, without prior approval from the California
Department of Insurance.
The National Association of Insurance Commissioners
(NAIC) adopted a risk-based capital system for assessing the
adequacy of statutory capital and surplus for all property
and casualty insurers. Based on computations made by
the Company in
conformity with such guidelines, Associated and Calvert
have exceeded the required levels of capital. There can
be no assurance that capital requirements applicable to the
Company's business will not increase in the future.
The Company has no present plans to make any
significant capital expenditures in the foreseeable future.
The Company has no off-balance-sheet obligations that
are not disclosed in its financial statements. The Company
believes that retained earnings will be sufficient to satisfy
its longterm capital requirements to fund growth.
Effects of Inflation
There was no significant impact on the Company's
operations as a result of inflation during the second
quarter of 1996. However, there can be no assurance that
inflation will not have a material impact on the Company's
operations in the future.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
a) The Annual Meeting of Shareholders of Gryphon Holdings
Inc.
was held on Thursday, May 9, 1996.
b) Class III Directors elected at the Annual Meeting
of
Stockholders:
Votes Votes Broker
For Withheld Non-
Votes
Stephen A. Crane 4,855,659 620,693 0
Franklin L. Damon 4,855,659 620,693 0
Robert R. Douglass 4,855,659 620,693 0
Joe M. Rodgers 4,855,659 620,693 0
c) Other Directors of the Registrant whose terms of
office continued after the Annual Meeting: Hadley C. Ford,
John F. Iannucci, John H. Walton, Robert M. Baylis, David
H. Elliott, Richard W. Hanselman and George L. Yeager.
d) Approval of the 1993 Stock Option Plan, as amended
Votes Votes Broker
For Withheld Abstentions Non-
Votes
4,262,134 634,693 539,000 40,525
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
Exhibit No.
Description
Page No.
27 Financial Data
Schedule
15
b) No reports on Form 8-K were filed during the second
quarter of 1996.
SIGNATURES
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, thereunto duly
authorized.
Gryphon Holdings
Inc. (Registrant)
Date: August 13, 1996 Stephen A.
Crane
Stephen A.
Crane
President & Chief Executive Officer
Date: August 13, 1996 Robert P.
Cuthbert
Robert P.
Cuthbert
Senior Vice President
&
Chief Financial
Officer
(Principal Financial
and
Accounting Officer)