AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 28, 1997
REGISTRATION NO. 333-21663
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
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MARKEL CORPORATION MARKEL CAPITAL TRUST I
(Exact name of Registrant as (Exact name of Registrant
specified in its charter) as specified in its trust agreement)
VIRGINIA DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
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6331 6719
(Primary Standard Industrial (Primary Standard Industrial
Classification Code Number) Classification Code Number)
54-0292420
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
4551 COX ROAD 4551 COX ROAD
GLEN ALLEN, VIRGINIA 23060 GLEN ALLEN, VIRGINIA 23060
(804) 747-0136 (804) 747-0136
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(Address, including zip code, and telephone number, including area code, of
Registrants' principal executive offices)
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GREGORY B. NEVERS GREGORY B. NEVERS
CORPORATE COUNSEL CORPORATE COUNSEL
MARKEL CORPORATION MARKEL CORPORATION
4551 COX ROAD 4551 COX ROAD
GLEN ALLEN, VIRGINIA 23060 GLEN ALLEN, VIRGINIA 23060
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(Name, address, including zip code, and telephone number, including area code,
of agents for service)
COPIES TO:
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LESLIE A. GRANDIS MICHAEL L. FITZGERALD
MCGUIRE,WOODS, BATTLE & BOOTHE, L.L.P. BROWN & WOOD, L.L.P.
ONE JAMES CENTER ONE WORLD TRADE CENTER
RICHMOND, VIRGINIA 23219 NEW YORK, NEW YORK 10048
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFER-
BE REGISTERED REGISTERED PER UNIT (1) ING PRICE (1)
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Series B Capital Securities of Markel
Capital Trust I....................... $150,000,000 100% $150,000,000
Series B Junior Subordinated Deferrable
Interest Debentures of Markel
Corporation(2)........................
Markel Corporation Series B Guarantee with
respect to Series B Capital
Securities(3).........................
Rights of holders of Junior Subordinated
Debentures under the Indenture, Rights
of holders of Series B Capital
Securities of Markel Capital Trust I
under a Declaration of Trust, Rights of
holders of such Capital Securities under
the Series B Guarantee and certain
backup undertakings as described
herein................................
Total................................... $150,000,000(4) 100% $150,000,000(4)
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TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO REGISTRATION
BE REGISTERED FEE (2)
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Series B Capital Securities of Markel
Capital Trust I....................... $45,454.55
Series B Junior Subordinated Deferrable
Interest Debentures of Markel
Corporation(2)........................ 100.00
Markel Corporation Series B Guarantee with
respect to Series B Capital
Securities(3)......................... 100.00
Rights of holders of Junior Subordinated
Debentures under the Indenture, Rights
of holders of Series B Capital
Securities of Markel Capital Trust I
under a Declaration of Trust, Rights of
holders of such Capital Securities under
the Series B Guarantee and certain
backup undertakings as described
herein................................
Total................................... $45,654.55(5)
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(1) Estimated solely for the purpose of computing the registration fee.
(2) No separate consideration will be received for the Series B Junior
Subordinated Deferrable Interest Debentures of Markel Corporation (the
"Junior Subordinated Debentures") distributed upon any liquidation of Markel
Capital Trust I.
(3) No separate consideration will be received for the Markel Corporation Series
B Guarantee.
(4) Such amount represents the liquidation amount of the Markel Capital Trust I
Series B Capital Securities to be exchanged hereunder and the principal
amount of Junior Subordinated Debentures that may be distributed to holders
of such Capital Securities upon any liquidation of Markel Capital Trust I.
(5) Previously paid.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, 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 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
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 Virginia Stock Corporation Act,
including indemnification against liability incurred in proceedings instituted
or threatened by third parties, or by or on behalf of the 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 Company maintains a standard policy of officers' and directors'
liability insurance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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EXHIBIT
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4.1 Indenture of Markel Corporation relating to the Junior Subordinated Debentures*
4.2 Form of Certificate of New Junior Subordinated Debenture (included as Exhibit A to Exhibit 4.1)*
4.3 Certificate of Trust of Markel Capital Trust I*
4.4 Declaration of Trust of Markel Capital Trust I*
4.5 Amended and Restated Declaration of Trust for Markel Capital Trust I*
4.6 Form of New Capital Security Certificate for Markel Capital Trust I (included as Exhibit A-1 to Exhibit 4.5)*
4.7 Form of New Guarantee of Markel Corporation relating to the New Capital Securities*
4.8 Registration Rights Agreement*
5.1 Opinion and consent of McGuire, Woods, Battle & Boothe, L.L.P. as to legality of the New Junior Subordinated
Debentures and the New Guarantee to be issued by Markel Corporation*
5.2 Opinion of Richards, Layton & Finger, special Delaware counsel, as to legality of the New Capital Securities to
be issued by Markel Capital Trust I*
5.3 Opinion and consent of Brown & Wood, L.L.P. as to legality of the New Junior Subordinated Debentures and the New
Guarantee to be issued by Markel Corporation*
8 Opinion of McGuire, Woods, Battle & Boothe, L.L.P., special tax counsel, as to certain federal income tax
matters*
12.1 Computation of ratio of earnings to fixed charges*
23.1 Consent of KPMG Peat Marwick LLP*
23.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included in Exhibit 5.1)*
23.3 Consent of Richards, Layton & Finger (included in Exhibit 5.2)*
23.4 Consent of Brown & Wood, L.L.P. (included in Exhibit 5.3)*
24 Power of Attorney of certain officers and directors of Markel Corporation and Administrative Trustees*
25.1 Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act as trustee under the Indenture*
25.2 Form T-1 Statement of Eligibility of The Chase Manhattan Bank to act as trustee under the Amended and Restated
Declaration of Trust of Markel Capital Trust I*
25.3 Form T-1 Statement of Eligibility of The Chase Manhattan Bank under the New Guarantee for the benefit of the
holders of New Capital Securities of Markel Capital Trust I*
99.1 Form of Letter of Transmittal*
99.2 Form of Notice of Guaranteed Delivery*
99.3 Form of Exchange Agent Agreement*
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* Previously filed.
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ITEM 22. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(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 hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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.
(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.
Each of the undersigned Registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of a Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of each
undersigned Registrant pursuant to the provisions, or otherwise, each 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 each undersigned Registrant of
expenses incurred or paid by a director, officer or controlling person of each
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, each Registrant will, unless in the opinion of its
counsel the matter has been settled by the 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 issue.
The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired or involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Markel
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-4 and has duly caused this second
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, and
Commonwealth of Virginia, on the 28th day of May, 1997.
MARKEL CORPORATION
By /s/ STEVEN A. MARKEL*
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STEVEN A. MARKEL, VICE CHAIRMAN
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE DATE
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/s/ALAN I. KIRSHNER* Chairman and Chief Executive May 28, 1997
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ALAN I. KIRSHNER Officer and Director
/s/ANTHONY F. MARKEL* President and Chief Operating Officer May 28, 1997
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ANTHONY F. MARKEL and Director
/s/STEVEN A. MARKEL* Vice Chairman and Director May 28, 1997
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STEVEN A. MARKEL
/s/DARRELL D. MARTIN* Executive Vice President, Chief May 28, 1997
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DARRELL D. MARTIN Financial Officer and Treasurer and
Director
/s/GARY L. MARKEL* Director May 28, 1997
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GARY L. MARKEL
/s/LESLIE A. GRANDIS* Director May 28, 1997
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LESLIE A. GRANDIS
/s/STEWART M. KASEN* Director May 28, 1997
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STEWART M. KASEN
/s/V. PREM WATSA* Director May 28, 1997
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V. PREM WATSA
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* Pursuant to Power of Attorney
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Pursuant to the requirements of the Securities Act of 1933, Markel Capital
Trust I certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-4 and has duly caused this second
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, and
Commonwealth of Virginia, on the 28th day of May, 1997.
MARKEL CAPITAL TRUST I
By: /s/ STEVEN A. MARKEL*
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STEVEN A. MARKEL
AS ADMINISTRATIVE TRUSTEE
By: /s/ ANTHONY F. MARKEL*
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ANTHONY F. MARKEL
AS ADMINISTRATIVE TRUSTEE
By: /s/ DARRELL D. MARTIN*
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DARRELL D. MARTIN
AS ADMINISTRATIVE TRUSTEE
* Pursuant to Power of Attorney
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