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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 2)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
GRYPHON HOLDINGS INC.
(Name of Subject Company)
GRYPHON HOLDINGS INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
400515 10 2
(CUSIP Number of Class of Securities)
Stephen A. Crane
Chief Executive Officer and President
Gryphon Holdings Inc.
30 Wall Street
New York, New York 10005-2201
(212) 825-1200
(Name, address and telephone number of person authorized to receive notice and
communications on behalf of the person(s) filing statement)
Copies to:
Robert M. Coffee John T. O'Connor, Esq.
Senior Vice President, Milbank, Tweed, Hadley & McCloy
General Counsel and Secretary One Chase Manhattan Plaza
Gryphon Holdings Inc. New York, New York 10005-2201
30 Wall Street (212) 530-5000
New York, New York 10005-2201
(212) 825-1200
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This Amendment No. 2 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated November 3, 1998, as amended
(the "Schedule 14D-9"), filed by Gryphon Holdings Inc., a Delaware corporation
(the "Company"), relating to the tender offer disclosed in the Schedule 14D-1,
dated October 20, 1998, as amended (the "Schedule 14D-1") of Markel
Corporation, a Virginia corporation ("Markel"), and its wholly-owned
subsidiary, MG Acquisition Corp., a Delaware corporation ("MG" and, together
with Markel, the "Bidder"), to purchase all the outstanding shares of common
stock, $.01 par value, of the Company, including the associated Rights.
Capitalized terms used and not defined herein shall have the meanings set forth
in the Schedule 14D-9.
Item 2. Tender Offer of the Bidder.
Item 2 is hereby amended and supplemented by inserting the following at
the end thereof:
On November 17, 1998, the Offer was amended by the Bidder to increase the
cash purchase price for the outstanding Shares from $18.00 to $19.00 per Share
(the "Amended Offer"). The Amended Offer includes a new condition which subjects
the Offer to the satisfactory completion by Markel of a due diligence review of
the Company. A complete description of the Amended Offer is contained in the
Bidder's amendment to the Schedule 14D-1, dated November 17, 1998.
Item 7. Certain Negotiations and Transactions by the Subject Company.
Item 7(a) is hereby amended and supplemented by inserting the following at
the end thereof:
On November 17, 1998, the Company entered into a letter agreement with
Markel (the "Markel Confidentiality Agreement"). The Markel Confidentiality
Agreement provides that Markel will complete a due diligence review of the
Company as promptly as possible and the Company will provide information and
cooperate with Markel to enable Markel to complete such a review. Markel further
agreed to announce the Amended Offer. The special committee of the Board of
Directors of the Company (the "Special Committee") agreed that upon completion
of Markel's due diligence review of the Company, the Special Committee will
recommend to the Board of Directors that the Board of Directors and the
Company's shareholders accept the Amended Offer, subject to there being no
higher offers to purchase the Company outstanding at that time. A copy of the
Markel Confidentiality Agreement is filed as Exhibit 9 hereto and is
incorporated herein by reference. The foregoing description is qualified in its
entirety by reference to the text of the Markel Confidentiality Agreement.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended and supplemented by inserting the following at
the end thereof:
Exhibit 9 Letter Agreement, dated November 17, 1998, between the Company
and Markel Corporation.
Exhibit 10 Press Release issued by the Company on November 17, 1998.
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SIGNATURE
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: November 17, 1998
GRYPHON HOLDINGS INC.
By: /s/ Stephen A. Crane
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Name: Stephen A. Crane
Title: President and Chief Executive
Officer