MARKEL CORP
SC 13G/A, 1998-02-03
FIRE, MARINE & CASUALTY INSURANCE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G



                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3)*

                           Amwest Insurance Group Inc.
               ---------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
               --------------------------------------------------
                         (Title of Class of Securities)


                                    032345100
                -------------------------------------------------
                                 (CUSIP Number)



*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>
<TABLE>
<S> <C>
CUSIP NO.  032345100


  (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                  185,500
Beneficially Owned
by Each Reporting                (6)  Shared Voting Power                   -0-
Person With
                                 (7)  Sole Dispositive Power             185,500

                                 (8)  Shared Dispositive Power            30,300

  (9) Aggregate Amount Beneficially Owned by Each Reporting Person       215,800

(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         6.3%

(12) Type of Reporting Person  (See Instructions)        HC,  CO

<PAGE>

CUSIP NO.  032345100


Item 1 (a).       Name of Issuer:

                  Amwest Insurance Group, Inc.

Item 1 (b).       Address of Issuer's Principal Executive Offices:

                  6320 Canoga Avenue
                  Suite 300
                  Woodland Hills, California   91367

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

Item 2 (e).       CUSIP Number:

                  032345100

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:   215,800

                  (b)      Percent of Class:    6.3%



<PAGE>



CUSIP NO. 032345100


                  (c) Number of shares as to which such person has:

                           (i)      sole power to vote or to direct the vote:   185,500

                           (ii)     shared power to vote or to direct the vote:   0

                           (iii)    sole power to dispose or to direct the disposition of:   185,500

                           (iv)     shared power to dispose or to direct the disposition of:   30,300

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,  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  common  stock of Amwest  Insurance  Group,  Inc.  The
                  interest  of each of such  persons  relates  to less than five
                  percent of the common stock of Amwest Insurance Group Inc.

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.
</TABLE>

<PAGE>



CUSIP NO. 032345100


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.

                  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 3, 1998
                                       ----------------


                           Signature:       /s/  Alan I. Kirshner
                                            ---------------------


                           Title:           Chairman
                                            --------

<PAGE>

CUSIP NO. 032345100


                                                                       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
215,800 shares of 6.3% of the outstanding common stock of Amwest Insurance Group
Inc.  (the  "Company")  as a result  of acting as  investment  adviser  to Essex
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 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. 032345100



                                                                       EXHIBIT B


                             RULE 13d-1(f) AGREEMENT


The undersigned persons on this 3rd day of February,  1998, agree and consent to
the joint  filing on their  behalf of this  Amendment  No. 3 to Schedule  13G in
connection  with  their  beneficial  ownership  of the  common  stock of  Amwest
Insurance Group, Inc.


                           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
                                    ---------



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