Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF VIRGINIA I.D.# 54-0292420
(state or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4551 COX ROAD, GLEN ALLEN, VIRGINIA 23060
(Address of Principal Executive Offices) (Zip Code)
MARKEL CORPORATION EMPLOYEE STOCK PURCHASE AND BONUS PLAN
(Full title of the plan)
GREGORY B. NEVERS
CORPORATE COUNSEL
4551 COX ROAD, GLEN ALLEN, VIRGINIA 23060
(Name and address of agent for service)
(804) 747-0136
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities to Amount to be maximum maximum Amount of
be registered registered offering aggregate offering registration
price per share price fee
<S> <C> <C> <C> <C>
Common Stock, 125,000 $55.75 (1) $6,968,750 $2403.02
no par value
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
and based, pursuant to Rule 457 under the Securities Act of 1933, on the
average of the high and low per share sales price of the registrant's
Common Stock as reported on the Nasdaq National Market on June 26, 1995.
<PAGE>
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the
Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the annual report referred to in (a)
above, including the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995 and the Company's Current Report on Form 8-K
dated May 30, 1995.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed on March 4, 1987 under Section 12
of the Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after
the date of this Registration Statement, but prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference into this Registration Statement. Each
document incorporated into this Registration Statement by reference shall
be deemed to be a part of this Registration Statement from the date of the
filing of such document with the Commission until the information contained
therein is superseded or updated by any subsequently filed document which
is incorporated by reference into this Registration Statement.
Item 6. Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act (the "Act") provides,
in general, for indemnification by a corporation of any person threatened
with or made a party to any action, suit or proceeding by reason of the
fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a
criminal action or proceeding where the person had no reasonable cause to
believe that his conduct was unlawful.
Article VII of the Company's Amended and Restated Articles of
Incorporation provides for mandatory indemnification of directors and
officers to the maximum extent now or hereafter permitted by the Act
including indemnification against liability incurred in proceedings
instituted or threatened by third parties, or by or on behalf of the
<PAGE>
Company itself, unless incurred as a result of gross negligence, willful
misconduct or as a result of a knowing violation of the criminal law.
The Act also provides that in any proceeding brought by or in the
right of the Company or on behalf of shareholders of the Company, the
damages assessed against an officer or director arising out of a single
transaction, occurrence or course of conduct shall not exceed the greater
of (i) $100,000 or (ii) the amount of cash compensation received by the
officer or director from the Company during the twelve months immediately
preceding the act or omission for which liability was imposed, except that
the foregoing limitation does not apply if the officer or director engaged
in willful misconduct or a knowing violation of the criminal law or of any
federal or state securities law.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
----------------
The undersigned registrant hereby undertakes or acknowledges:
(a) (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issues.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Henrico, State of Virginia, on
June 30, 1995.
MARKEL CORPORATION
Registrant
By: _____________________________________
Darrell D. Martin
Executive Vice President and
Chief Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Alan I. Kirshner * Date June 30, 1995
Alan I. Kirshner, Chief Executive Officer,
Director
/s/ Darrell D. Martin * Date June 30, 1995
Darrell D. Martin, Executive Vice President
and Chief Financial Officer, Director
(Principal Financial and Accounting Officer)
/s/ Steven Markel * Date June 30, 1995
Steven A. Markel, Vice Chairman, Director
/s/ Anthony F. Markel * Date June 30, 1995
Anthony F. Markel, President and
Chief Operating Officer, Director
/s/ Leslie A. Grandis * Date June 30, 1995
Leslie A. Grandis, Director
/s/ Stewart M. Kasen * Date June 30, 1995
Stewart M. Kasen, Director
/s/ Gary L. Markel * Date June 30, 1995
Gary L. Markel, Director
/s/ V. Prem Watsa * Date June 30, 1995
V. Prem Watsa, Director
* Pursuant to Power of Attorney
<PAGE>
Index to Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit Page
No. No.
4.1 Amended and Restated Articles of
Incorporation, as amended*
4.2 Bylaws, as amended**
5 Opinion of counsel
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of counsel (included in Exhibit 5)
24 Power of Attorney***
* Incorporated by reference from Exhibit 3.1 of Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990.
** Incorporated by reference from Exhibit 2(b) of Registrant's registration
statement on Form 8-A dated March 4, 1987.
*** Incorporated by reference from Exhibit 25 of Registrant's registration
statement on Form S-8 (33-46706).
<PAGE>
Exhibit 5
June 30, 1995
Markel Corporation
4551 Cox Road
Glen Allen, Virginia 23060
Gentlemen:
We are acting as counsel for Markel Corporation (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission (the "Commission") on or about June 30, 1995 with respect to the
offering of up to 125,000 shares of Common Stock, no par value, of the
Company (the "Common Stock") pursuant to the Markel Corporation Employee
Stock Purchase and Bonus Plan (the "Plan"). We understand that the shares
of Common Stock to be offered pursuant to the Plan may be acquired directly
from the Company (the "Original Issue Common Stock") or in the open market.
We have reviewed such documents and records as we have considered
appropriate and, on the basis of such review, we are of the opinion that
the shares of Original Issue Common Stock to be offered pursuant to the
Plan have been validly authorized and, when issued upon the terms set forth
in the Registration Statement, will be validly issued, fully-paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Markel Corporation
We consent to incorporation by reference in this Registration Statement on
Form S-8 of Markel Corporation of our report dated February 7, 1995,
relating to the consolidated balance sheets of Markel Corporation and
subsidiaries (the Company) as of December 31, 1994 and 1993, and the
related consolidated statements of income, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1994, which report is incorporated by reference in the 1994
annual report on Form 10-K of Markel Corporation. We also consent to the
incorporation by reference in this Registration Statement of our report
dated February 7, 1995, relating to the financial statement schedules of
Markel Corporation, which report appears in the Company's annual report on
Form 10-K for 1994.
Our reports refer to a change in accounting by the Company to adopt the
provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 115, ACCOUNTING FOR CERTAIN INVESTMENTS
IN DEBT AND EQUITY SECURITIES, effective December 31, 1993.
KPMG Peat Marwick LLP
Richmond, Virginia
June 29, 1995
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Markel Corporation, dated June 30, 1995, of our report
dated March 29, 1995, on our audits of the financial statements of Lincoln
Insurance Company for the years ended December 31, 1994 and 1993,
which are included in Markel Corporation's report on Form 8-K dated May 30,
1995.
Price Waterhouse LLP
Philadelphia, PA
June 30, 1995
