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UNITED STATES
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): April 14, 2000
MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
001-15811 54-1959284
(Commission (I.R.S. employer
file number) identification number)
4521 Highwoods Parkway, Glen Allen, Virginia 23060-3382
(Address of principal executive offices)
(Zip code)
(804) 747-0136
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
On March 24, 2000, the transactions contemplated by the Agreement and Plan of
Merger and Scheme of Arrangement dated as of August 15, 1999, between Markel
Corporation (now Markel North America Inc.) and Terra Nova (Bermuda) Holdings
Ltd. ("Terra Nova") were completed. As a result of the transactions, Terra Nova
and Markel North America Inc. became wholly owned subsidiaries of the
Registrant.
In early March 2000, the Audit Committee of Markel Corporation (now Markel North
America Inc.) voted to retain KPMG LLP to serve as the independent accountant
for all subsidiaries for the fiscal year ended December 31, 2000. Implementation
of this decision for the Registrant and Terra Nova (after the acquisition of
Terra Nova) required termination of the client-auditor relationship between
Terra Nova, a wholly-owned subsidiary of the Registrant and
PricewaterhouseCoopers. Accordingly, on April 14, 2000, PricewaterhouseCoopers
informed Terra Nova that they resigned effective as of that date. The Registrant
intends to retain KPMG LLP as the independent accountant for Terra Nova so that
they will serve as the independent accountant for the Registrant and all
subsidiaries.
The reports of PricewaterhouseCoopers on the financial statements of Terra Nova
for each of the two most recent fiscal years in the period ended December
31,1999 did not contain any adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years and interim period through April 14,
2000, there have been no (i) disagreements with PricewaterhouseCoopers on any
matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedure which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers would have caused them to make reference
thereto in their report on the financial statements for such years; or (ii)
reportable events, as defined in Regulation S-K Item 304(a)(1)(v).
The Registrant has requested that PricewaterhouseCoopers furnish it with a
letter addressed to the Securities and Exchange Commission (the "SEC") stating
whether it agrees with the above statements. A copy of such letter to the SEC,
dated April 20, 2000, is filed as Exhibit 16.1 to the Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
The Exhibits listed on the Exhibit Index are filed as part of this report.
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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 hereunto duly authorized.
MARKEL CORPORATION
Date: April 21, 2000 By: /s/Darrell D. Martin
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Executive Vice President
And Chief Financial Officer
EXHIBIT INDEX
2.1 Agreement and Plan of Merger and Scheme of Arrangement dated August 15,
1999, between Markel Corporation and Terra Nova (Bermuda) Holdings,
Ltd., as amended**
16.1 Letter from PricewaterhouseCoopers to the Securities and Exchange
Commission dated April 20, 2000*
** Incorporated herein by reference to Appendix A to the joint proxy
statement/prospectus filed on February 7, 2000 as part of the
Registrant's Registration Statement of Form S-4 (Registration Statement
No. 333-88609)
* Included herein
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Exhibit 16.1
[PwC Letterhead]
20 April 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Terra Nova (Bermuda) Holdings Ltd. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated 21 April
2000. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers
