MARKEL HOLDINGS INC
S-4 POS, 2000-03-30
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>

     As filed with the Securities and Exchange Commission on March 29, 2000
                                                      Registration No. 333-96243
                                                      Registration No. 333-88609
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                --------------
                                 POST-EFFECTIVE
                               AMENDMENT NO. 1 TO
                                    FORM S-4
                     Registration Statement (No. 333-96243)
                                     Under
                           The Securities Act of 1933
                     AND POST-EFFECTIVE AMENDMENT NO. 2 TO
                                    FORM S-4
                     Registration Statement (No. 333-88609)
                                     Under
                           The Securities Act of 1933
                                --------------
                               Markel Corporation
                        (formerly Markel Holdings Inc.)
           (Exact Name of the Registrant as Specified in its Charter)
                                --------------
       Virginia                     6331                  54-1959284
    (State or Other           (Primary Standard        (I.R.S. Employer
    Jurisdiction of              Industrial           Identification No.)

   Incorporation or          Classification Code
     Organization)                 Number)
                              4521 Highwoods Pkwy
                           Glen Allen, Virginia 23060
                                  804-747-0136
   (Address, including zip code, and telephone number, including area code of
                   Registrant's principal executive offices)
                                --------------
                                Steven A. Markel
                               Markel Corporation
                              4521 Highwoods Pkwy
                           Glen Allen, Virginia 23060
                                 (804) 747-0136
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                With Copies to:
         Gregory B. Nevers                      Leslie A. Grandis
         Corporate Counsel               McGuire, Woods, Battle & Boothe
        Markel Corporation                             LLP
      4521 Highwoods Parkway                    One James Center
    Glen Allen, Virginia 23060                901 East Cary Street
                                          Richmond, Virginia 23219-4030


          Jean M. Waggett
     Senior Vice President and                  Edward A. Perell
          General Counsel                     Debevoise & Plimpton
Terra Nova (Bermuda) Holdings Ltd.              875 Third Avenue
       12 Par-La-Ville Road                    New York, NY 10022
      Hamilton HM 08, Bermuda
<PAGE>

                                    Part II

                     Information not Required In Prospectus

Item 21. Exhibits and Financial Statement Schedules

   (a) Exhibits

<TABLE>
<CAPTION>
                                Index to Exhibits
                                -----------------
 <C>  <S>
  2.1 Agreement and Plan of Merger and Scheme of Arrangement between Markel
      Corporation and Terra Nova (Bermuda) Holdings Ltd., dated August 15,
      1999, as amended included as Appendix A to the joint proxy
      statement/prospectus filed as part of the Company's Registration
      Statement on Form S-4 (Registration No. 333-88609)*
  4.1 Articles of Incorporation of the Registrant, (incorporated herein by
      reference to Exhibit 4.1 of the Company's Registration Statement on Form
      S-4 (Registration No. 333-88609))*
  4.2 Bylaws of the Registrant, (incorporated herein by reference to Exhibit
      4.2 of the Company's Registration Statement on Form S-4 (Registration No.
      333-88609))*
  4.3 Form of Contingent Value Rights Agreement*
  5.1 Opinion of McGuire, Woods, Battle & Boothe LLP*
  8.1 Opinion of McGuire, Woods, Battle & Boothe LLP regarding federal income
      tax consequences, filed herewith
  8.2 Opinion of Debevoise & Plimpton regarding federal income tax
      consequences, filed herewith
 23.1 Consent of KPMG LLP*
 23.2 Consent of PricewaterhouseCoopers*
 23.3 Consent of McGuire, Woods, Battle & Boothe LLP (included in Exhibit 5.1
      and Exhibit 8.1)
 23.5 Consent of Debevoise & Plimpton*
 23.6 Consent of Donaldson, Lufkin & Jenrette Securities Corporation*
 23.7 Consent of Salomon Smith Barney Inc.*
 23.8 Consent of Debevoise and Plimpton (included in Exhibit 8.2)
 24.1 Power of Attorney*
 25.1 Statement of Eligibility of Trustee on Form T-1 of Chase Manhattan Bank,
      as Trustee*
 99.1 Form of proxy for Markel Corporation*
 99.2 Form of proxy for Terra Nova (Bermuda) Holdings Ltd.*
</TABLE>
- --------
* previously filed


                                      II-1
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
following persons on March  , 2000 have signed this Post-Effective Amendment
No. 1 to Registration No. 333-96243 and Post-Effective Amendment No. 2 to
Registration No. 333-88609 to the Registration Statements, in the capacities
indicated:

                                          Markel Corporation

                                                    /s/ Darrell D. Martin
                                          By: _________________________________
                                                    Darrell D. Martin
                                           Executive Vice President and Chief
                                                    Financial Officer


<TABLE>
<CAPTION>
      Signature                              Title
      ---------                              -----
<S>                                         <C>
         /s/ John J. Byrne                  Director
 ___________________________________
            John J. Byrne

         /s/ Mark J. Byrne                  Director
 ___________________________________
            Mark J. Byrne

        /s/ Thomas S. Gayner                Director
 ___________________________________
          Thomas S. Gayner

         /s/ Leslie A. Grandis              Director
 ___________________________________
          Leslie A. Grandis

          /s/ Stewart M. Kasen              Director
 ___________________________________
          Stewart M. Kasen

        /s/ Alan I. Kirshner                Director, Chairman and Chief
 ______________________________             Executive Officer (Principal
          Alan I. Kirshner                  Executive Officer)

         /s/ Gary L. Markel                 Director
 ___________________________________
            Gary L. Market

       /s/ Anthony F. Markel                President, Director
 ___________________________________
          Anthony F. Markel

        /s/ Steven A. Markel                Vice-Chairman, Director
 ___________________________________
          Steven A. Markel

       /s/ Darrell D. Martin                Director, Executive Vice President
 ______________________________             and Chief Financial Officer
          Darrell D. Martin                 (Principal Financial Officer,
                                            Principal Accounting Officer)

          /s/ Nigel Rogers                  Director
 ___________________________________
            Nigel Rogers

</TABLE>


                                      II-2
<PAGE>

<TABLE>
<CAPTION>
                                  Index to Exhibits
                                  -----------------
 <C>  <S>
  2.1  Agreement and Plan of Merger and Scheme of Arrangement between Markel
       Corporation and Terra Nova (Bermuda) Holdings Ltd., dated August 15,
       1999, as amended included as Appendix A to the joint proxy
       statement/prospectus file as part of the Company's Registration
       Statement on Form S-4 (Registration No. 333-88609)*
  4.1  Articles of Incorporation of the Registrant, (incorporated herein by
       reference to Exhibit 4.1 of the Company's Registration Statement on
       Form S-4 (Registration No. 333-88609))*
  4.2  Bylaws of the Registrant, (incorporated herein by reference to Exhibit
       4.2 of the Company's Registration Statement on Form S-4 (Registration
       No. 333-88609))*
  4.3  Form of Contingent Value Rights Agreement*
  5.1  Opinion of McGuire, Woods, Battle & Boothe LLP*
  8.1  Opinion of McGuire, Woods, Battle & Boothe LLP regarding federal income
       tax consequences, filed herewith
  8.2  Opinion of Debevoise & Plimpton regarding federal income tax
       consequences, filed herewith
 23.1  Consent of KPMG LLP*
 23.2  Consent of PricewaterhouseCoopers*
 23.3  Consent of McGuire, Woods, Battle & Boothe LLP (included in Exhibit 5.1
       and Exhibit 8.1)
 23.5  Consent of Debevoise & Plimpton*
 23.6  Consent of Donaldson, Lufkin & Jenrette Securities Corporation*
 23.7  Consent of Salomon Smith Barney Inc.*
 23.8  Consent of Debevoise & Plimpton (included in Exhibit 8.2)
 24.1  Power of Attorney*
 25.1  Statement of Eligibility of Trustee on Form T-1 of Chase Manhattan, as
       Trustee*
 99.1  Form of proxy for Markel Corporation*
 99.2  Form of proxy for Terra Nova (Bermuda) Holdings Ltd.*
</TABLE>
- --------
* previously filed

<PAGE>

                                                                     Exhibit 8.1


                                 March 24, 2000



Markel Corporation
4551 Cox Road
Glen Allen, Virginia 23060



Ladies and Gentlemen:

     We have acted as your counsel in connection with the proposed merger (the
"Merger") of Markel Holdings Sub Ltd., a Virginia corporation ("Merger Sub"), a
wholly-owned subsidiary of Markel Holdings Inc., a Virginia corporation
("Holdings"), with and into Markel Corporation, a Virginia corporation (the
"Company") pursuant to the Agreement and Plan of Merger and Scheme of
Arrangement between the Company and Terra Nova (Bermuda) Holdings, Ltd., a
Bermuda corporation ("Terra Nova"), dated as of August 15, 1999, as amended (the
"Agreement"). The Agreement also provides for a scheme of arrangement (the
"Scheme of Arrangement") pursuant to which a Bermuda court will sanction (1) the
cancellation of Terra Nova shares and replacement of them with shares of
Holdings, cash, and contingent value rights and (2) the authorization of Terra
Nova's issuance of new Class A ordinary shares of Terra Nova to Holdings. In
accordance with Section 6.10 of the Agreement, we are rendering this opinion
regarding certain United States federal income tax consequences of the Merger.
Capitalized terms used herein without definition shall have the meaning ascribed
to them in the Agreement.

     In giving this opinion, we have reviewed, and with your permission have
relied upon, the accuracy and completeness of representations and warranties
contained and the facts described in the Agreement and the Registration
Statements on Form S-4, Registration Nos. 333-88609 and 333-96243, as filed by
Holdings with the Securities and Exchange Commission (the "SEC"), as amended
(the "Registration Statement"); the form of Certificate of Merger pursuant to
which the Merger is to be consummated; letters dated as of the date hereof and
delivered to us for purposes of this opinion in which officers of the Company,
Holdings, and Terra Nova made certain representations regarding the Merger (the
"Certificates"); and such other documents, records and instruments as we have
deemed necessary or appropriate. We have not, however, undertaken any
independent investigation of any factual matter set forth in any of the
foregoing. We also have assumed that all representations made "to the best
knowledge of" any person or party, or with similar qualification, are and will
be true, correct and complete as if made without such qualification. Our opinion
is expressly conditioned on the continuing accuracy and completeness of the
information listed in the first sentence of this paragraph.
<PAGE>

Markel Corporation
March 24, 2000
Page 2



     We have further assumed that the Merger has been consummated in accordance
with the Agreement as described in the Registration Statement (including
satisfaction of all covenants and conditions to the obligations of the parties
without amendment or waiver thereof) and that each of the Company, Holdings, and
Merger Sub will report the Merger on their respective United States federal
income tax returns in a manner consistent with the opinions set forth herein and
otherwise comply with all applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code") and Treasury Regulation promulgated thereunder. No
ruling has or will be sought from the Internal Revenue Service as to the United
States federal income tax consequences of any part of the Merger. Based upon the
statements above, our examination and review of the documents referred to above
and subject to the assumptions set forth above, we are of the opinion that:

     a.   the Merger will be treated for United States federal income tax
          purposes as a reorganization within the meaning of Section 368(a) of
          the Code; and
     b.   the Company and Holdings will each be a party to the reorganization
          within the meaning of Section 368(b) of the Code.

     We express no opinion concerning any tax consequences of the Merger other
than those specifically set forth herein. No opinion is expressed as to the tax
consequences of any part of the transactions consummated pursuant to the
Agreement under any foreign, state or local tax law, nor as to the tax
consequences to Terra Nova or its shareholders as a result of, or attributable
to, the transactions consummated pursuant to the Agreement, including without
limitation, the Scheme of Arrangement.

     Our opinion is based on current provisions of the Code, and Treasury
Regulations promulgated thereunder, pertinent judicial authority, and published
pronouncements of the Internal Revenue Service, any of which may be changed at
any time with retroactive effect. An opinion of counsel is not binding upon the
Internal Revenue Service or the courts. There can be no assurance that the
Internal Revenue Service will agree with the opinions set forth herein, or that
if challenged by the Internal Revenue Service, the opinion will be sustained by
the court.

     Any change in applicable laws or facts and circumstances surrounding the
Merger, or any inaccuracy in the statements, facts, assumptions and
representations on which we have relied, including those contained in the Merger
Agreement, the Registration Statement, and the Certificates may affect the
continuing validity of the opinions set forth herein. This opinion is expressed
as of the date hereof, and we are under no obligation to supplement or revise
our opinion to reflect any changes (including changes that have retroactive
effect) (i) in applicable law or (ii) in any information, document, corporate
record, covenant, statement, representation or assumption on which our opinion
is based that becomes untrue or incorrect.
<PAGE>

Markel Corporation
March 24, 2000
Page 3

     This letter is furnished to you solely for use in connection with the
Merger, as described in the Agreement and the Registration Statement, and is not
to be used, circulated, quoted, or otherwise referred to for any other purpose
without our express written permission.

     We are members of the Bar of the Commonwealth of Virginia, and we do not
express any opinion herein concerning any law other than the federal law of the
United States.

     We hereby consent to the filing of this opinion as Exhibit 8.1 to
Post-Effective Amendment No. 2 to Holdings' Registration Statement on Form S-4
(Registration No. 333-88609) and Post-Effective Amendment No. 1 to Holdings'
Registration Statement on Form S-4 (Registration No. 333-96243) and to the use
of the name of our firm therein and under the heading "The Transactions -
Material U.S. Federal Tax Consequences" in the prospectus which forms a part of
the Registration Statement. We do not admit by giving this consent that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder by
the Commission.


                                Very truly yours,

                                /s/  McGuire, Woods, Battle & Boothe LLP

<PAGE>

                                                                     Exhibit 8.2

                                                                  March 24, 2000


Terra Nova (Bermuda) Holdings Ltd.
Richmond House
12 Par-La-Ville Road
Hamilton HM 08, Bermuda

Ladies and Gentlemen:

     We have acted as counsel to Terra Nova (Bermuda) Holdings Ltd., a Bermuda
company ("Terra Nova"), in connection with: the proposed scheme of arrangement
(the "Scheme") whereby the shareholders of Terra Nova will have their Terra Nova
Class A ordinary shares and Class B ordinary shares canceled and will receive
common shares of Markel Holdings Inc., a Virginia corporation ("Markel
Holdings"), cash and contingent value rights; the issuance of Class A ordinary
shares of Terra Nova to Markel Holdings; and the merger (the "Merger") of Markel
Holdings Sub Ltd. ("Merger Sub"), a Virginia corporation and a wholly-owned
subsidiary of Markel Holdings, with and into Markel Corporation, a Virginia
corporation (collectively, the "Transactions"), in each case pursuant to the
Agreement and Plan of Merger and Scheme of Arrangement between Markel
Corporation and Terra Nova dated as of August 15, 1999, as amended (the
"Agreement").

     In so acting, we have participated in the preparation of the Agreement and
the preparation and filing with the Securities and Exchange Commission of the
Registration Statements on Form S-4, Registration Nos. 333-88609 and 333-96243,
as filed by Holdings with the Securities and Exchange Commission (the "SEC"), as
amended (the "Registration Statement"). For purposes of this opinion, we have
assumed (i) the validity and accuracy of the documents and corporate records
that we have examined and the facts and representations set forth in the
Agreement and the Registration Statement, (ii) that the Transactions will be
consummated in the manner described in the Agreement and the Registration
Statement and (iii) that the representations made to us by Markel Corporation,
Markel Holdings, and Terra Nova in their respective letters to us, dated as of
the date hereof, and delivered to us for purposes of this opinion are accurate
and complete. We have not, however, undertaken any independent investigation of
any factual matter set forth in any of the foregoing.

     Subject to the assumptions, qualifications and limitations set forth
herein, we are of the following opinion:
<PAGE>

Terra Nova (Holdings) Bermuda Ltd.             2                  March 24, 2000


   The Merger together with the Scheme, when integrated will be treated for
   United States federal income tax purposes as a transaction described in
   Section 351 of the Internal Revenue Code of 1986, as amended.

     The foregoing opinion does not address all of the U.S. federal income tax
consequences of the Transactions. In addition, we express no opinion as to the
U.S. federal, state, local, foreign or other tax consequences of the
Transactions other than as set forth above. Further there can be no assurances
that the opinion expressed herein will be accepted by the Internal Revenue
Service ("IRS") or, if challenged, by a court.

     In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code, Treasury Department regulations promulgated
thereunder, pertinent judicial authorities, interpretive rulings of the IRS, and
such other authorities as we have considered relevant. It should be noted that
statutes, regulations, judicial decisions, and administrative interpretations
are subject to change at any time, possibly with retroactive effect. A change in
the applicable authorities or the accuracy or completeness of any of the
information, documents, corporate records, covenants, statements,
representations, or assumptions on which our opinion is based could affect our
conclusion. This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes (including
changes that have retroactive effect) (i) in applicable law or (ii) in any
information, document, corporate record, covenant, statement, representation or
assumption on which our opinion is based that becomes untrue or incorrect.

     This letter is furnished to you solely for use in connection with the
Transactions, as described in the Agreement and the Registration Statement, and
is not to be used, circulated, quoted, or otherwise referred to for any other
purpose without our express written permission.

     We hereby consent to the filing of this opinion as Exhibit 8.2 to Post-
Effective Amendment No. 2 to Holdings' Registration Statement on Form S-4
(Registration No. 333-88609) and Post-Effective Amendment No. 1 to Holdings'
Registration Statement on Form S-4 (Registration No. 333-96243) and to the use
of the name of our firm therein and under the heading "The Transactions -
Material U.S. Federal Tax Consequences" in the prospectus which forms a part of
the Registration Statement.  We do not admit by giving this consent that we are
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder by
the SEC.

                                                Very truly yours,
                                                /s/ Debevoise & Plimpton





















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