UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Walshire Assurance Company
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
933132102
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 1 of 7 pages
<PAGE>
CUSIP NO. 933132102
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 352,157
Beneficially Owned
by Each Reporting (6) Shared Voting Power -0-
Person With
(7) Sole Dispositive Power 352,157
(8) Shared Dispositive Power 28,920
9) Aggregate Amount Beneficially Owned by Each Reporting Person 381,077
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 8.8%
12) Type of Reporting Person (See Instructions) HC, CO
Page 2 of 7 pages
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CUSIP NO. 933132102 13G Page 3 of 7 Pages
Item 1 (a). Name of Issuer:
Walshire Assurance Company
Item 1 (b). Address of Issuer's Principal Executive Offices:
3350 Whiteford Road
York, Pennsylvania 17402
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, par value $.01 per share
Item 2 (e). CUSIP Number:
933132102
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: 381,077
(b) Percent of Class: 8.8%
<PAGE>
CUSIP NO. 933132102 13G Page 4 of 7 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote: 352,157
(ii) shared power to vote or to direct the
vote: 0
(iii) sole power to dispose or to direct the
disposition of: 352,157
(iv) shared power to dispose or to direct the
disposition of: 28,920
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 and
Evanston 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 stock of Walshire Assurance
Company (the "Company"). Evanston Insurance Company, through
its ownership of Common Stock and its ownership of 60,000
shares of the Convertible Preferred Stock of the Company, is
deemed to be the beneficial owner of 280,995 shares or 6.5% of
the Common Stock of the Company as calculated in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934.
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.
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.
<PAGE>
CUSIP NO. 933132102 13G Page 5 of 7 Pages
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 6, 1996
Signature: /s/ Alan I. Kirshner
Title: Chairman
<PAGE>
CUSIP NO. 933132102 13G Page 6 of 7 Pages
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
381,077 shares or 8.8% of the outstanding Common Stock of Walshire Assurance
Company (the "Company") as a result of acting as investment adviser to Essex
Insurance Company, Markel American Insurance Company, Evanston 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 and Evanston 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. 933132102 13G Page 7 of 7 Pages
EXHIBIT B
RULE 13d-1(f) AGREEMENT
The undersigned persons on this 6th day of February, 1996, agree and consent to
the joint filing on their behalf of this Amendment No. 1 to Schedule 13G in
connection with their beneficial ownership of the Common Stock of Walshire
Assurance Company.
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
