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)
<TABLE>
Calculation of Registration Fee
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price aggregate Registration
be registered registered per share offering price Fee
- ------------- ---------- --------- -------------- ------------
<S> <C>
Common Stock, 100,000 $152.75 (1) $15,275,000 $4,506.13
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 New York Stock Exchange on September 10, 1998.
<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, 1997.
(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 Reports on Form 10-Q for the fiscal quarters ended March 31,
1998 and June 30, 1998.
(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.
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<PAGE>
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 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 9. Exhibits
See Index to Exhibits.
Item 10. 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;
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<PAGE>
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.
(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.
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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 September 14, 1998.
MARKEL CORPORATION
Registrant
By: /s/ Darrell D. Martin
-------------------------------------
Darrell D. Martin
Executive Vice President and
Chief Financial Officer
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: September 14, 1998
- ------------------------------------------
Alan I. Kirshner, Chief Executive Officer,
Director
/s/ Darrell D. Martin * Date: September 14, 1998
- ------------------------------------------
Darrell D. Martin, Executive Vice President
and Chief Financial Officer, Director
(Principal Financial and Accounting Officer)
/s/ Steven Markel * Date: September 14, 1998
- ------------------------------------------
Steven A. Markel, Vice Chairman, Director
/s/ Anthony F. Markel * Date: September 14, 1998
- ------------------------------------------
Anthony F. Markel, President and
Chief Operating Officer, Director
/s/ Leslie A. Grandis * Date: September 14, 1998
- ------------------------------------------
Leslie A. Grandis, Director
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<PAGE>
/s/ Stewart M. Kasen * Date: September 14, 1998
- ------------------------------------------
Stewart M. Kasen, Director
/s/ Gary L. Markel * Date: September 14, 1998
- ------------------------------------------
Gary L. Markel, Director
/s/ V. Prem Watsa * Date: September 14, 1998
- ------------------------------------------
V. Prem Watsa, Director
* Pursuant to Power of Attorney
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<PAGE>
Index to Exhibits
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit
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 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 3.2 of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992.
*** Incorporated by reference from Exhibit 25 of Registrant's registration
statement on Form S-8 (33-46706).
Exhibit 5
September 14, 1998
Markel Corporation
4551 Cox Road
Glen Allen, Virginia 23060
Gentlemen:
I am Corporate Counsel for Markel Corporation (the "Company") and have
assisted 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 September 14, 1998 with
respect to the offering of up to 100,000 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"). I 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.
I have reviewed such documents and records as I have considered appropriate
and, on the basis of such review, I am 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.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
Gregory B. Nevers
Corporate Counsel
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 3, 1998, relating to the
consolidated balance sheets of Markel Corporation and subsidiaries (the Company)
as of December 31, 1997 and 1996, and the related consolidated statements of
income and comprehensive income, changes in shareholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1997, which
report is incorporated by reference in the 1997 annual report on Form 10-K of
Markel Corporation.
KPMG Peat Marwick LLP
Richmond, Virginia
September 14, 1998
