SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MGI Properties, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
552885105
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 552885105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Markel Corporation
54-0292420
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) . . . . . . . . . . . . . . . . . . . . .
(b) . . . . . . . . . . . . . . . . . . . . .
(3) SEC Use Only . . . . . . . . . . . . . . . . .
(4) Citizenship or Place of Organization Virginia Corporation
Number of Shares (5) Sole Voting Power 776,700
Beneficially Owned
by Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 776,700
(8) Shared Dispositive Power 127,400
(9) Aggregate Amount Beneficially Owned by Each Reporting 904,100
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) . . . . . . . . . . . . .
(11) Percent of Class Represented by Amount in Row 9 6.5%
(12) Type of Reporting Person (See Instructions) HC, CO
CUSIP NO. 552885105
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Item 1 (a). Name of Issuer:
MGI Properties, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
One Winthrop Square
Boston, Massachusetts 02110
Item 2 (a). Name of Person Filing:
Markel Corporation
Item 2 (b). Address or Principal Business Office or, if none, Residence:
4551 Cox Road
Glen Allen, Virginia 23060
Item 2 (c). Citizenship:
Not applicable
Item 2 (d). Title of Class of Securities:
Common Stock
Item 2 (e). CUSIP Number:
552885105
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and
the person filing, Markel Corporation, is a parent holding company
in accordance with Rule 13-1(b) (ii) (G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 904,100
(b) Percent of Class: 6.5%
CUSIP NO. 552885105
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 776,700
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 776,700
(iv) shared power to dispose or to direct the disposition of:
127,400
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Essex Insurance Company, Markel American Insurance Company, Evanston
Insurance Company and Markel Insurance Company (each subsidiaries of
Markel Corporation) and certain other investors advised by Markel
Gayner Asset Management Corporation, have the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the common stock of MGI Properties, Inc. The
interest of each of such persons relates to less than five percent
of the common stock of MGI Properties, Inc.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
See attached Exhibit(s) A and B.
Item 8. Identification and Classification of Members of the Group.
Not applicable, see attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
CUSIP NO. 552885105
Item 10. Certification.
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
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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.
Date: February 12, 1999
Signature: /s/ Alan I. Kirshner
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Title: Chairman
CUSIP NO. 552885105
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EXHIBIT A
SCHEDULE 13G
Pursuant to the instructions in Item 7 of Schedule 13G, Markel Gayner Asset
Management Corporation, ("Markel Gayner") 4551 Cox Road, Glen Allen, Virginia
23060, a wholly owned subsidiary of Markel Corporation and an investment adviser
registered under the Investment Advisers Act of 1940, is the beneficial owner of
904,100 shares or 6.5% of the outstanding common stock of MGI Properties, Inc.
(the "Company") as a result of acting as investment adviser to Essex Insurance
Company, Markel American Insurance Company, Evanston Insurance Company and
Markel Insurance Company (each wholly owned subsidiaries of Markel Corporation)
and certain other investors.
Markel Corporation, through its control of Markel Gayner, Essex Insurance
Company, Markel American Insurance Company, Evanston Insurance Company and
Markel Insurance Company, has sole power to direct the voting and disposition of
shares of common stock of the Company held by those entities. Markel
Corporation, through its control of Markel Gayner, has shared power to direct
the disposition, but not the voting, of shares of common stock of the Company
held by certain other investors advised by Markel Gayner.
CUSIP NO. 552885105
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EXHIBIT B
RULE 13d-1(f) AGREEMENT
The undersigned persons on this 12th day of February, 1999, agree and consent to
the joint filing on their behalf of Schedule 13G in connection with their
beneficial ownership of the common stock of MGI Properties, Inc.
MARKEL CORPORATION
By: /s/ Alan I. Kirshner
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Title: Chairman
ESSEX INSURANCE COMPANY
By: /s/ Alan I. Kirshner
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Title: Chairman
MARKEL AMERICAN INSURANCE COMPANY
By: /s/ Alan I. Kirshner
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Title: Chairman
EVANSTON INSURANCE COMPANY
By: /s/ Anthony F. Markel
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Title: Chairman and Chief Executive Officer
MARKEL GAYNER ASSET MANAGEMENT CORPORATION
By: /s/ Thomas S. Gayner
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Title: President
