<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Markel Corporation
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
570535104
(CUSIP Number)
Jean M. Waggett
Senior Vice President and General Counsel
Terra Nova (Bermuda) Holdings Ltd.
Richmond House, 12 Par-la-Ville Road
Hamilton, HM 08, Bermuda
(441) 292-7731
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 15, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
* 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
disclosures provided in a prior cover page.
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SCHEDULE 13D
CUSIP No. 570535104
Page 2 of 12 Pages
(1) Names of Reporting Persons Terra Nova (Bermuda) Holdings Ltd.
S.S. or I.R.S. Identification
Nos. of Above Persons N/A
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [X]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds OO
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization Bermuda
- --------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 0
Beneficially Owned -----------------------------------------------------
by Each Reporting (8) Shared Voting Power 914,426
Person With -----------------------------------------------------
(9) Sole Dispositive Power 0
-----------------------------------------------------
(10) Shared Dispositive Power 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 914,426
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 16.3%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person HC, IC
<PAGE> 3
SCHEDULE 13D
CUSIP No. 570535104
Page 3 of 12 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value (the "Common
Stock"), of Markel Corporation, a Virginia corporation ("Markel") with principal
executive offices at 4551 Cox Road, Glen Allen, VA 23060-3392.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The name of the reporting person is Terra Nova (Bermuda) Holdings
Ltd., a holding company organized under the laws of Bermuda ("Terra Nova"). The
names of the directors and executive officers of Terra Nova are set forth on
Schedule 1 filed herewith, which is incorporated herein by reference.
(b) Terra Nova's business address is Richmond House, 12 Par-la-Ville
Road, Hamilton, HM08, Bermuda. The business address of each of the directors and
executive officers of Terra Nova is set forth on Schedule 1, which is
incorporated herein by reference.
(c) Terra Nova is engaged in providing specialty property, casualty,
marine and aviation insurance and reinsurance. The present principal occupation
of each of the directors and executive officers of Terra Nova is set forth on
Schedule 1, which is incorporated herein by reference.
(d) Terra Nova has not, and to the best of its knowledge, none of the
executive officers and directors of Terra Nova listed on Schedule 1 filed
herewith has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Terra Nova has not, and to the best of its knowledge, none of the
executive officers and directors of Terra Nova listed on Schedule 1 filed
herewith has, during the past five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) As stated in paragraph (a) above, Terra Nova is organized under the
laws of Bermuda. The citizenship for each of the directors and executive
officers of Terra Nova is set forth on Schedule 1, which is incorporated herein
by reference.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 570535104
Page 4 of 12 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Terra Nova may be deemed to have acquired shared beneficial ownership of
914,426 shares of Markel's Common Stock pursuant to a stockholders agreement
entered into as of August 15, 1999 among Markel, Terra Nova and certain of
Markel's shareholders (the "Stockholders Agreement"), as described more fully in
Item 4 hereof. The Stockholders Agreement was entered into in connection with,
and as inducement for Terra Nova to enter into, an Agreement and Plan of Merger
and Scheme of Arrangement with Markel, dated as of August 15, 1999 (the "Merger
Agreement"), as described more fully in Item 4 hereof.
ITEM 4. PURPOSE OF TRANSACTION.
The Merger Agreement provides, subject to the terms and conditions set
forth therein, for (i) the merger ("Merger") of MINT Sub Ltd., a corporation to
be organized under the laws of Virginia as a wholly-owned subsidiary of Virginia
Holdings Inc. ("MINT"), a corporation to be organized under the laws of
Virginia, with and into Markel and (ii) a Scheme of Arrangement between Terra
Nova and certain of its shareholders (the "Scheme"). Upon completion of the
Merger and the Scheme, each of Markel and Terra Nova will be a wholly-owned
subsidiary of MINT, which will be renamed Markel Corporation.
The consummation of the transactions contemplated by the Merger
Agreement is subject to regulatory approvals and the satisfaction or waiver of a
number of other conditions as more fully described in the Merger Agreement.
In connection with the Merger, and as an inducement to Terra Nova to
enter into the Merger Agreement, the shareholders of Markel set forth in Item 5
(each a "Stockholder" and, collectively, the "Stockholders"), who collectively
own 914,426 shares of the Common Stock of Markel, representing 16.3% of the
Common Stock currently outstanding, have entered into a Stockholders Agreement,
dated as of August 15, 1999, with Markel and Terra Nova (the "Stockholders
Agreement").
Pursuant to the terms of the Stockholders Agreement, as long as the
Stockholders Agreement is in force, each Stockholder irrevocably appoints Terra
Nova or any designee the lawful agent, attorney and proxy of such Stockholder to
vote the shares of Markel's Common Stock held of record or beneficially by such
Stockholder (collectively, the "Shares") (i) in favor of the Scheme, the
execution and delivery by Markel of the Merger Agreement and the approval of the
terms thereof and each of the other actions contemplated by the Merger
Agreement, the Stockholders Agreement and any actions required in furtherance
thereof; (ii) against any action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
Markel under the Merger Agreement or
<PAGE> 5
SCHEDULE 13D
CUSIP No. 570535104
Page 5 of 12 Pages
the Stockholders Agreement; and (iii) against the following actions (other than
the Scheme and the transactions contemplated by the Merger Agreement): (1) any
extraordinary corporate transaction, such as a merger, consolidation,
amalgamation or other business combination involving Markel or its subsidiaries;
(2) a sale, lease or transfer, of a material amount of assets of Markel or its
subsidiaries or a reorganization, recapitalization, dissolution or liquidation
of Markel or its subsidiaries; (3) (a) any change in the majority of the Board
of Directors of Markel; (b) any material change in the present capitalization of
Markel or any material amendment of Markel's certificate of incorporation and
memorandum of association; (c) any other material change in Markel's corporate
structure or business; or (d) any other action which, is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone, discourage
or materially adversely affect the Scheme or the transactions contemplated by
the Merger Agreement or the Stockholders Agreement or the contemplated economic
benefits of any of the foregoing.
The Stockholders have also agreed, while the Stockholders
Agreement is in force, not to sell, transfer, pledge, encumber, assign or
otherwise dispose of, or enter into any contract option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares, or grant any proxies,
deposit any Shares into a voting trust or enter into a voting agreement with
respect to any Shares or take any action that would make any representation or
warranty of such Stockholder contained in the Stockholders Agreement untrue or
incorrect or have the effect of preventing or disabling such Stockholder from
performing his or its obligations under the Stockholders Agreement.
The Stockholders Agreement terminates at the earlier of the
effective time of the Merger and the Scheme or the termination of the Merger
Agreement in accordance with its terms.
The Merger Agreement provides that the parties thereto shall
procure at the effective time of the Scheme, that only those directors of Terra
Nova and such additional persons, in each case who shall be designated by MINT
shall remain or be elected to serve as directors of Terra Nova, each of such
directors to hold office in accordance with the applicable provisions of the
articles of association of Terra Nova and until their successors shall be
elected or appointed and shall duly qualify.
Following the Merger, Markel will become a wholly-owned
subsidiary of MINT. The shares of Common Stock will be delisted from the New
York Stock Exchange and will be eligible for termination of registration under
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 570535104
Page 6 of 12 Pages
The Merger Agreement and the Stockholders Agreement are incorporated
herein by reference. The descriptions of the Merger and the Scheme, and the
terms of the Merger Agreement and the Stockholders Agreement, contained herein
are summaries, and qualified in their entirety by reference to the Exhibits 1
through 3 hereto which are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Reference is made to rows (11) and (13) of the cover page. Pursuant
to the Stockholders Agreement, Terra Nova may be deemed to be the beneficial
owner of 914,426 shares of Markel's Common Stock, representing approximately
16.3% of the 5,593,091 shares of Markel's Common Stock outstanding as of July
28, 1999, as reported in Markel's Form 10-Q filed with the Securities and
Exchange Commission on July 29, 1999.
(b) Reference is made to rows (7) through (10) of the cover page. By
reason of the Stockholders Agreement, Terra Nova may be deemed to share power to
direct the vote of 914,426 shares of Common Stock with the Stockholders.
The Stockholders, as persons with whom the power to vote or direct the
vote or to dispose or direct the disposition of the Shares is shared, are Steven
A. Markel, Anthony F. Markel and Alan I. Kirshner. Steven A. Markel is the
beneficial owner of 470,361 shares of Common Stock, Anthony F. Markel is the
beneficial owner of 341,763 shares of Common Stock and Alan I. Kirshner is the
beneficial owner of 102,302 shares of Common Stock. The business address of all
Stockholders is Markel Corporation, 4551 Cox Road, Glen Allen, Virginia
23060-3392.
To the best of Terra Nova's knowledge, none of the Stockholders has,
during the past five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or has, during the past five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and is not and has not been as a result of such
proceeding, subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The information relating to Markel and the Stockholders contained herein
is based on publicly available information.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 570535104
Page 7 of 12 Pages
(c) Except as described in Item 4, none of Terra Nova, its executive
officers or directors has effected any transactions in Markel's Common Stock in
the last sixty days.
(d) No person other than any Stockholder is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities beneficially owned by Terra Nova.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except for the Merger Agreement and the Stockholders Agreement, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between Terra Nova and, to the
knowledge of Terra Nova, the executive officers and directors of Terra Nova and
any other person with respect to any securities of Markel.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit No.
1 The Stockholders Agreement by and among Markel Corporation,
Terra Nova (Bermuda) Holdings Ltd. and the shareholders of
Markel Corporation named therein dated as of August 15, 1999
(incorporated herein by reference to Exhibit 99.3 to Markel's
Form 8-K filed August 20, 1999, File No. 001-13051 (the "Form
8-K")).
2 The Agreement and Plan of Merger and Scheme of Arrangement
between Markel Corporation and Terra Nova (Bermuda) Holdings
Ltd. dated as of August 15, 1999 (incorporated herein by
reference to Exhibit 99.1 to the Form 8-K).
<PAGE> 8
SCHEDULE 13D
CUSIP No. 570535104
Page 8 of 12 Pages
Schedule 1
The directors of Terra Nova are as follows:
John J. Dwyer, Chairman
John J. Byrne
Mark J. Byrne
Robert S. Fleischer
Steven J. Gilbert
David L. Jaffe
Hugh P. Lowenstein
Philip F. Petronis
Nigel H. J. Rogers
Jerry S. Rosenbloom
The executive officers of Terra Nova are as follows:
<TABLE>
<CAPTION>
<S> <C>
Chairman John J. Dwyer
President and Chief Executive Officer Nigel H. J. Rogers
Senior Vice-President and Chief
Financial Officer William J. Wedlake
Senior Vice-President, General Counsel
and Secretary Jean M. Waggett
Chief Investment Officer Ian L. Bowden
Group Chief Actuary John E. O'Neill
</TABLE>
If no business or residence address is given, the executive
officer's or director's business address is Terra Nova (Bermuda) Holdings Ltd.,
Richmond House, 12 Par-la-Ville Road, Hamilton, HM08, Bermuda.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Principal Occupation Citizenship
John J. Byrne Director, Terra Nova U.S.A.
80 South Main Street Director, Financial Security Assurance
Hanover, NH 03755 Holdings Ltd.
Director, White Mountains Holdings
Mark J. Byrne Chairman and President, West End Ireland
Crawford House Capital Management (Bermuda) Limited
23 Church Street
Hamilton HM 11, Bermuda
</TABLE>
<PAGE> 9
SCHEDULE 13D
CUSIP No. 570535104
Page 9 of 12 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
John J. Dwyer Chairman of Board, Terra Nova U.S.A.
Robert S. Fleischer Managing Director, Donaldson, Lufkin U.S.A.
277 Park Avenue & Jenrette Securities Corporation Inc.
New York, NY 10172
Steven J. Gilbert Chairman, Gilbert Global Equity U.S.A.
c/o Westbroke Ltd. Partners (Bermuda) Ltd.
Richmond House
12 Par-la-Ville Road
Hamilton HMDX Bermuda
David L. Jaffe Managing Director, DLJ Merchant U.S.A.
277 Park Avenue Banking, Inc.
New York, NY 10172
Hugh P. Lowenstein Founder and Owner, Shore Capital U.S.A.
Shore Capital Ltd. Limited
P.O. Box HS 92
Harrington Sound HSBX
Bermuda
Philip F. Petronis Executive Vice President, Guy U.S.A.
Guy Carpenter & Company, Carpenter & Company, Inc.
Inc.
Two World Trade Center
52nd Floor
New York, NY 10048
Nigel H.J. Rogers President and Chief Executive Officer, U.K.
Terra Nova
Jerry S. Rosenbloom Frederick H. Ecker Professor of U.S.A.
The Wharton School Insurance and Risk Management at The
University of Pennsylvania Wharton School, University of
308 Colonial Penn Center Pennsylvania
3641 Locust Walk
Philadelphia, PA 19104
William J. Wedlake Senior Vice President and Chief U.K.
Financial Officer, Terra Nova
</TABLE>
<PAGE> 10
SCHEDULE 13D
CUSIP No. 570535104
Page 10 of 12 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
Jean M. Waggett Senior Vice President, General Counsel U.S.A.
and Secretary, Terra Nova
Ian L. Bowden Chief Investment Officer, Terra Nova U.K.
John E. O'Neill Group Chief Actuary, Terra Nova U.K.
</TABLE>
<PAGE> 11
SCHEDULE 13D
CUSIP No. 570535104
Page 11 of 12 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.
Dated: August 25, 1999
TERRA NOVA (BERMUDA) HOLDINGS LTD.
By: /s/ Jean M. Waggett
-----------------------------------
Name: Jean M. Waggett
Title: Senior Vice President and
General Counsel
<PAGE> 12
SCHEDULE 13D
CUSIP No. 570535104
Page 12 of 12 Pages
INDEX OF EXHIBITS
Exhibit No.
1 The Stockholders Agreement by and among Markel Corporation,
Terra Nova (Bermuda) Holdings Ltd. and the shareholders of
Markel Corporation named therein dated as of August 15, 1999
(incorporated herein by reference to Exhibit 99.3 to Markel's
Form 8-K filed August 20, 1999, File No. 001-13051 (the "Form
8-K")).
2 The Agreement and Plan of Merger and Scheme of Arrangement
between Markel Corporation and Terra Nova (Bermuda) Holdings
Ltd. dated as of August 15, 1999 (incorporated herein by
reference to Exhibit 99.1 to the Form 8-K).
