<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 001-15811
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
MARKEL CORPORATION
A Virginia Corporation
IRS Employer Identification Number 54-1959284
4521 Highwoods Parkway
Glen Allen, Virginia 23060
Telephone (804) 747-0136
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedules
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Assets Available for Benefits 2
Statements of Changes in Assets Available for Benefits 3
Notes to Financial Statements 4
Schedules
1 Line 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1999 10
2 Line 27d - Schedule of Reportable Transactions -
Year ended December 31, 1999 11
<PAGE>
Independent Auditors' Report
The Board of Directors
Markel Corporation
The Administrative Committee
Markel Corporation Retirement Savings Plan:
We have audited the accompanying statements of assets available for benefits of
the Markel Corporation Retirement Savings Plan (the Plan) as of December 31,
1999 and 1998, and the related statements of changes in assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Markel
Corporation Retirement Savings Plan as of December 31, 1999 and 1998, and the
changes in assets available for benefits for the years then ended, in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes (Schedule 1) and reportable transactions (Schedule 2)
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
June 9, 2000
1
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Statements of Assets Available for Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C>
Investments, at fair value (note 3):
Mutual funds $ 57,011,606 44,759,625
Markel Corporation common stock 20,953,775 23,468,471
Loans receivable 1,487,744 1,429,937
---------------- -----------
Total investments 79,453,125 69,658,033
---------------- -----------
Receivables:
Employer's contribution 278,773 299,228
Employees' contributions 359,250 233,378
---------------- -----------
Total receivables 638,023 532,606
---------------- -----------
Assets available for benefits $ 80,091,148 70,190,639
================ ===========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Statements of Changes in Assets Available for Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C>
Additions to (deductions from) assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value of
investments (note 3) $ (1,506,321) 7,354,120
Loan interest 122,133 112,778
Dividends/interest 4,565,785 2,772,947
---------------- --------------
3,181,597 10,239,845
---------------- --------------
Contributions (note 2):
Employer 3,000,488 2,761,707
Employee 3,606,906 3,249,788
---------------- --------------
6,607,394 6,011,495
---------------- --------------
Total additions 9,788,991 16,251,340
---------------- --------------
Deductions from assets attributed to participant
distributions and withdrawals (4,248,619) (4,574,598)
Transfers from Gryphon 401(k) & Savings Plan (note 6) 4,360,137 --
---------------- --------------
Net increase 9,900,509 11,676,742
Assets available for benefits:
Beginning of year 70,190,639 58,513,897
---------------- --------------
End of year $ 80,091,148 70,190,639
================ ==============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the
Markel Corporation Retirement Savings Plan (the Plan).
(a) Basis of Presentation
The accompanying financial statements, which present the assets of
the Plan and changes in those assets, have been prepared on the
accrual basis of accounting. Accordingly, contributions to the
Plan and investment income are recognized as earned; plan benefits
and withdrawals are recorded when paid and net appreciation and
depreciation of investments are recognized as they occur. Loans
receivable represent loans to participants made against their
vested balances as permitted by the Plan.
(b) Use of Estimates
Generally accepted accounting principles require the
Administrative Committee of the Plan to make estimates and
assumptions when preparing financial statements. Actual results
could differ from those estimates.
(c) Investments
The fair value of Markel Corporation common stock is based upon
the quoted price of stock as of the end of each year.
Investments in mutual funds are valued according to net asset
values of the funds on the basis of fair values of the assets and
liabilities thereof. Loans receivable are valued at the principal
amount outstanding which approximates fair value.
The change in the difference between the fair value and the cost
of investments held at the beginning and end of each year,
adjusted for realized gains or losses on investments sold during
the year, is reflected in the statements of changes in assets
available for benefits as appreciation or depreciation in the fair
value of investments.
The cost of investments sold is determined on the basis of average
cost. Purchases and sales of investments are recorded on a
settlement date basis. The recording of these transactions on a
trade date basis would not have had a material impact on the
accompanying financial statements.
(d) Income Taxes
The Plan is in receipt of a favorable determination letter dated
February 18, 1997, issued pursuant to Revenue Procedure 93-39,
under Section 401(a) of the Internal Revenue Code, and the related
trust is considered exempt from taxation under the provisions of
Section 501(a). In addition, the plan administrator believes the
Plan operated in compliance with the
4
<PAGE>
plan document and current law for the years under audit.
Accordingly, participants have not been taxed on their salary
reduction contributions or investment earnings related to these
contributions when received by the trustee under the Plan.
Ordinarily, participants are subject to tax on these amounts when
they receive distributions from the Plan.
Under normal circumstances, the Plan will not be taxed on its
dividend and interest income or any capital gains realized by it
or any unrealized appreciation on investments.
(2) Summary of Significant Provisions of the Plan
The following description of the Plan provides only general information.
Participants should refer to the plan agreement for a more complete
description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan covering all employees of
Markel Corporation and its wholly-owned subsidiaries (the
Company). Employees, age eighteen or older, are eligible for the
Plan upon date of employment, with matching Company contributions
commencing after one year of service. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan is administered by an Administrative Committee
appointed by the Chief Executive Officer of the Company. The
assets of the Plan are held in trust under an agreement with
Fidelity Management Trust Company, with administrative services
provided by Fidelity Institutional Retirement Services Company, a
division of Fidelity Investment Institutional Services Company,
Inc. (the Trustee).
(b) Contributions
Each year, the Company is obligated to contribute to the Plan,
subject to certain limitations, an amount equal to 6% of each
participant's compensation. The Company also contributes under the
matching provision of the Plan an amount equal to 100% of the
first 2% and 50% of the next 2% of each participant's
contribution, not to exceed 3% of the participant's compensation
for any such year. Participants may contribute, in whole
percentage increments, up to 15% of their annual compensation,
excluding bonuses, on a pre-tax basis. The allocation of both
employer and employee contributions to the various funds is based
upon the individual employee's election. However, one-third of the
employer's contribution representing up to 3% of an employee's
annual compensation, will be allocated to a restricted Company
Stock Fund.
Employee contributions, as shown in the accompanying statements of
changes in assets available for benefits, include amounts rolled
over into the Plan from other qualified plans totaling $741,807
and $718,758 for the years ended December 31, 1999 and 1998,
respectively.
(c) Participant Accounts
Each participant's account is credited with the participant's and
Company's contributions and earnings of the Plan. The posting of
earnings is made on a quarterly or more frequent basis.
5
<PAGE>
(d) Vesting and Plan Termination
Participants are immediately vested in their own contributions
plus earnings thereon. Vesting in the Company's contributions is
based on years of service as follows:
Years of Vesting Service Vested Percentage
--------------------------------------- ----------------------
Less than two years of service 0%
Two years of service 20%
Three years of service 50%
Four or more years of service 100%
In accordance with the provisions of the Plan, any portion of the
Company's contributions that has not vested at the time of a
participant's withdrawal shall be forfeited by the participant and
applied to reduce future Company contributions. For the years
ended December 31, 1999 and 1998, forfeited amounts totaled
$130,669 and $117,556, respectively.
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
(e) Payment of Benefits
Upon termination of service, participants may receive either a
lump sum amount equal to the value of their vested account within
45 days of the quarter end in which termination occurred or their
account will continue to be held in the trust fund until the
participant reaches age 65 or dies, whichever occurs first.
(f) Participant Loans
The Plan contains a provision for loans to participants with the
plan administrator's consent. Under the terms of the Plan,
participants may borrow from their accounts a minimum of $1,000 up
to the lesser of $30,000 or 30% of the vested value of the
participant's account or under certain conditions up to a maximum
of the lesser of $50,000 or 50%. Loans bear interest and are
repayable in accordance with terms established by the Plan.
(g) Investment Options
The Plan offers nine investment fund options - the Company Stock
Fund, the Fidelity Magellan Fund, the Fidelity Intermediate Bond
Fund, the Fidelity Equity Income Fund, the Fidelity Puritan Fund,
the Fidelity Retirement Money Market Fund, the Fidelity Stock
Selector Fund, the Fidelity Contrafund and the Fidelity Overseas
Fund. Participants in the Plan are able to direct into which Fund
contributions are invested as discussed in note 2(b). Participants
are allowed to change investment options daily.
6
<PAGE>
(3) Investments
The Plan's investments are held by a trustee-administered trust fund. The
following tables present the fair values of investments at December 31,
1999 and 1998 representing five percent or more of the Plan's assets at
the end of the respective years:
December 31, 1999
--------------------------------
Number of
shares or Fair
units value
------------- ---------------
Markel Corporation common stock 135,186 $ 20,953,775
Mutual funds:
Fidelity Magellan Fund 138,909 18,979,091
Fidelity Equity Income Fund 162,076 8,667,817
Fidelity Puritan Fund 436,159 8,300,106
Fidelity Retirement Money Market Fund 6,918,660 6,918,660
Fidelity Stock Selector Fund 217,561 6,961,962
December 31, 1998
--------------------------------
Number of
shares or Fair
units value
------------- ------------
Markel Corporation common stock 129,660 $ 23,468,471
Mutual funds:
Fidelity Magellan Fund 107,903 13,036,900
Fidelity Equity Income Fund 144,320 8,016,958
Fidelity Puritan Fund 391,321 7,853,813
Fidelity Retirement Money Market Fund 5,303,958 5,303,958
Fidelity Stock Selector Fund 187,027 5,369,549
7
<PAGE>
During 1999 and 1998, the Plan's investments (including investments
bought, sold and held during the year) appreciated (depreciated) in fair
value by $(1,506,321) and $7,354,120, respectively, as follows:
Year ended
December 31,
--------------------------------
1999 1998
------------- -----------------
Markel Corporation common stock $ (3,487,801) 3,287,493
Mutual funds:
Fidelity Magellan Fund 1,842,748 2,629,486
Fidelity Intermediate Bond Fund (157,478) 25,015
Fidelity Equity Income Fund (263,161) 454,984
Fidelity Puritan Fund (438,396) 308,743
Fidelity Stock Selector Fund 671,869 297,940
Fidelity Contrafund 115,009 323,831
Fidelity Overseas Fund 210,889 26,628
------------- -----------------
Net change in fair value $ (1,506,321) 7,354,120
============= =================
(4) Administrative Expenses
The administrative expenses of the Plan have been paid by the Company to
the Trustee. Expenses paid by the Company totaled approximately $91,545
and $10,724 for the years ended December 31, 1999 and 1998, respectively.
(5) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
---------------------------------
1999 1998
---------------------------------
<S> <C>
Assets available for benefits per the financial statements $80,091,148 70,190,639
Amounts allocated to withdrawing participants (1,029,580) (1,374,563)
---------------------------------
Assets available for benefits per the Form 5500 $79,061,568 68,816,076
=================================
</TABLE>
8
<PAGE>
The following is a reconciliation of benefits paid to participants per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended December 31,
-------------------------------------
1999 1998
----------------- -----------------
<S> <C>
Benefits paid to participants per the financial statements $ 4,248,619 4,574,598
Add amounts allocated to withdrawing participants at
the end of the year 1,029,580 1,374,563
Less amounts allocated to withdrawing participants at
the end of the prior year 1,374,563 1,138,032
----------------- -----------------
Benefits paid to participants per the Form 5500 $ 3,903,636 4,811,129
================= =================
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form
5500 for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
(6) Plan-to-Plan Merger
Effective January 15, 1999, Gryphon Holdings, Inc. (Gryphon) merged with
the Company, becoming a wholly-owned subsidiary. As a result of the
merger, all assets of the Gryphon Holdings, Inc. 401(k) and Savings Plan
were merged into the Plan on December 31, 1999. Former Gryphon employees
began contributing to the Plan on March 1, 1999.
9
<PAGE>
Schedule 1
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
<TABLE>
<CAPTION>
Description of invest-
ment including maturity
Identity of issue, date, rate of interest,
borrower, lessor or collatral, par or Current
similar party maturity value Cost value
---------------------------------- ------------------------------------ ---------------- ---------------
<S> <C>
Markel Corporation* 135,186 shares of Markel
Corporation common
stock $ 10,261,767 20,953,775
Mutual funds:
Fidelity Investments* 138,909 shares of Fidelity
Magellan Fund 12,713,961 18,979,091
Fidelity Investments* 330,342 shares of Fidelity
Intermediate Bond Fund 3,371,962 3,224,139
Fidelity Investments* 162,076 shares of Fidelity
Equity Income Fund 7,023,510 8,667,817
Fidelity Investments* 436,159 shares of Fidelity
Puritan Fund 7,628,455 8,300,106
Fidelity Investments* 6,918,680 shares of Fidelity
Retirement Money Market
Fund 6,918,650 6,918,660
Fidelity Investments* 217,561 shares of Fidelity
Stock Selector Fund 5,378,967 6,961,962
Fidelity Investments* 48,145 shares of Fidelity 2,534,956 2,889,678
Contrafund
Fidelity Investments* 22,290 shares of Fidelity
Overseas Fund 832,672 1,070,153
----------------- -------------
Total mutual funds 46,403,133 57,011,606
Markel Corporation $1,487,744 in loan receivables
Retirement Savings Plan* from participants with interest
rates of prime + 1% or 2% -- 1,487,744
----------------- -------------
Total investments $ 56,664,900 79,453,125
================== ============
</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
10
<PAGE>
Schedule 2
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1999
<TABLE>
<CAPTION>
Current
Expense value
incurred of asset on
Identity of Purchase Selling Lease with Cost of transaction Net
party involved Description of assets price price rental transaction asset date gain
-------------- --------------------- ----- ----- ------ ----------- ----- ---- ----
<S> <C>
***No reportable transactions***
</TABLE>
See accompanying independent auditors' report.
11
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee members have duly caused this annual report to be
signed on behalf by the undersigned hereunto duly authorized.
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
/s/ Pamela J. Perrott
By: _____________________________________
Administrative Committee Member
Date: June 27, 2000
