FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0292420
(State of incorporation (I.R.S. employer
or organization) identification no.)
4551 Cox Road 23060-3382
Glen Allen, Virginia (Zip code)
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be registered is to be registered
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Common Stock, New York Stock Exchange
No Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The class of capital stock of the Registrant being registered hereby is
the Common Stock, no par value ("Common Stock"). The Registrant's authorized
capital stock consists of 15,000,000 shares of Common Stock and 2,069,200 shares
of Preferred Stock, $1.00 par value ("Preferred Stock").
Preferred Stock
Preferred Stock is issuable in one or more series form time to time at
the direction of the Board of Directors. The Board of Directors is authorized,
with respect to each series, to fix its designation, relative rights (including
voting, dividend, conversion, sinking fund and redemption rights), preferences
(including with respect to dividends and on liquidation) and limitations. The
Board of Directors, without shareholder approval, can issue Preferred Stock with
voting and conversion rights which could adversely affect the voting power of
the holders of Common Stock. This right of issuance could also be used as a
method of preventing a party from gaining control of the Company.
The Company is currently authorized to issue up to 2,069,200 shares of
Preferred Stock, $1.00 par value. At December 31, 1996, there were 11,269 shares
of Series A Redeemable Preferred Stock outstanding. The holders of Series A
Preferred Stock are entitled to receive semiannual dividends of $.75 per share.
The Series A Preferred Stock may be redeemed at any time at the option of the
Company. The redemption price and liquidation value of the Series A Preferred
Stock is $18.50 per share plus dividends accrued but unpaid through the
redemption or liquidation date. Except for voting rights conferred by law, none
of the holders of the issued and outstanding Preferred Stock have voting rights,
except that if three or more semiannual dividends are in arrears or there has
been a failure to comply with certain redemption provisions or other provisions
contained in the Amended and Restated Articles of Incorporation, the holders of
the Series A Preferred Stock will be entitled to one vote for each share of
Series A Preferred Stock held of record on any matter on which a shareholder
vote is required. However, the holders of Series A Preferred Stock are not
entitled to vote as a class unless such right is prescribed by the Virginia
Stock Corporation Act.
Common Stock
Each holder of Common Stock is entitled to one vote for each share held
of record on each matter submitted to a vote of shareholders. Cumulative voting
in the election of directors is not permitted. As a result, the holders of more
than 50% of the outstanding shares have the power to elect all directors. The
quorum required at a shareholders' meeting for consideration of any matter is a
majority of the shares entitled to vote on that matter, represented in person or
by proxy. If a quorum is present, the affirmative vote of a majority of the
shares voting on the matter at the meeting is required for shareholder approval,
except in the case of certain
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major corporate actions, such as merger or liquidation of the Company, an
amendment to the Company's Amended and Restated Articles of Incorporation, or
the sale of all or substantially all of the Company's assets, with respect to
which, under the provisions of the Company's Articles of Incorporation, approval
is required by the affirmative vote of two-thirds of all shares entitled to vote
on the matter, whether or not represented at the meeting. Such provisions,
together with the Company's ability to issue preferred stock with
disproportionately high voting power and the termination provisions of executive
officer employment contracts could be used to, or have the effect of, preventing
or deterring a party from gaining control of the Company, whether or not
beneficial to public shareholders, and could discourage certain types of tactics
that involve an actual or threatened change of control of the Company.
Subject to the rights of any holders of Preferred Stock, the holders of
shares of Common Stock are entitled to receive dividends when, as, and if
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, dissolution or winding up of the Company, to share
ratably in all assets remaining after the payment of liabilities. There are no
preemptive or other subscription rights, conversion rights, or redemption or
sinking fund provisions with respect to shares of Common Stock.
The Transfer Agent for the Common Stock is First Union National Bank of
North Carolina.
Item 2. Exhibits.
The Securities described herein are to be registered on the New York
Stock Exchange, an exchange on which no other securities of the Registrant are
registered. Accordingly, pursuant to Part II to the Instructions as to Exhibits
on Form 8-A, the following exhibits are filed with each copy of this
Registration Statement filed with the New York Stock Exchange, but are not filed
with, or incorporated by reference in, copies of this Registration Statement
filed with the Securities and Exchange Commission.
1.1 Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (included with Registrant's 1996 Annual
Report to Shareholders).
2.1 Proxy Statement of the Registrant, dated April 7, 1997 for the
Registrant's Annual Meeting of Shareholders to be held May 13,
1997.
3.1 Registrant's Amended and Restated Articles of Incorporation.
3.2 Registrant's Bylaws.
4.1 Specimen certificate evidencing Common Stock of Registrant.
5.1 Registrant's 1996 Annual Report to Shareholders.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MARKEL CORPORATION
By: /s/ Darrell D. Martin
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Darrell D. Martin
Executive Vice President and
Chief Financial Officer
Date: June 2, 1997
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