SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MGI Properties, Inc.
---------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------
(Title of Class of Securities)
552885105
-------------------------------------------------
(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).
<PAGE>
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 -0-
Beneficially Owned
by Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person -0-
(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 0%
(12) Type of Reporting Person (See Instructions) HC, CO
<PAGE>
CUSIP NO. 552885105
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: -0-
(b) Percent of Class: -0-%
<PAGE>
CUSIP NO. 552885105
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: -0-
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [x]. .
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
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.
<PAGE>
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.
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 14, 2000
Signature: /s/ Alan I. Kirshner
Title: Chairman
<PAGE>
CUSIP NO. 552885105
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
0 shares or 0% 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.
<PAGE>
CUSIP NO. 552885105
EXHIBIT B
RULE 13d-1(f) AGREEMENT
The undersigned persons on this 14th day of February, 2000, 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
------------------------------------
Title: Chairman
ESSEX INSURANCE COMPANY
By: /s/ Alan I. Kirshner
------------------------------------
Title: Chairman
MARKEL AMERICAN INSURANCE COMPANY
By: /s/ Alan I. Kirshner
------------------------------------
Title: Chairman
EVANSTON INSURANCE COMPANY
By: /s/ Anthony F. Markel
Title: Chairman and Chief Executive Officer
------------------------------------
MARKEL GAYNER ASSET MANAGEMENT CORPORATION
By: /s/ Thomas S. Gayner
------------------------------------
Title: President
