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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) October 22, 1998
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GRYPHON HOLDINGS INC.
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(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)
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Item 5. Other Events.
On October 22, 1998 the Board of Directors of Gryphon Holdings
Inc. ("Gryphon") adopted, and Gryphon entered into, a Second Amendment (the
"Second Amendment") to the Rights Agreement, dated as of June 5, 1995 (the
"Rights Agreement"), between Gryphon Holdings Inc. and State Street Bank and
Trust Company, as Rights Agent. The sole purpose of the Second Amendment, which
was adopted and entered into with an effective date as of July 28, 1998, was to
correct a defective and inconsistent provision contained in the First Amendment
to the Rights Agreement dated as of that date. A copy of the Second Amendment is
attached hereto as an exhibit. A copy of a Press Release issued by Gryphon on
October 22, 1998 is also attached hereto as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
4.1 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.
99.1 Press Release of Gryphon Holdings Inc. issued on
October 22, 1998.
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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: October 29, 1998
By: /s/ Stephen A. Crane
Name: Stephen A. Crane
Title: President and CEO
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Exhibit Index
Exhibit
Number Description
4.1 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.
99.1 Press Release of Gryphon Holdings Inc. issued on October 22, 1998.