UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 1-13058
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
MARKEL CORPORATION
A Virginia Corporation
IRS Employer Identification Number 54-0292420
4551 Cox Road
Glen Allen, Virginia 23060
Telephone (804) 747-0136
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Financial Statements and
Supplemental Schedules
December 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Table of Contents
Page
Independent Auditors' Report 1
Statements of Assets Available for Benefits -
December 31, 1998 2
Statement of Assets Available for Benefits -
December 31, 1997 3
Statements of Changes in Assets Available for Benefits -
Year ended December 31, 1998 4
Statement of Changes in Assets Available for Benefits -
Year ended December 31, 1997 5
Notes to Financial Statements - December 31, 1998 and 1997 6-11
Schedules
1 Line 27a - Schedule of Assets Held for Investment Purposes -
December 31, 1998 12
2 Line 27d - Schedule of Reportable Transactions -
Year ended December 31, 1998 13
<PAGE>
Independent Auditors' Report
The Board of Directors
Markel Corporation
The Administrative Committee
Markel Corporation Retirement Savings Plan:
We have audited the accompanying statements of assets available for benefits of
the Markel Corporation Retirement Savings Plan (the Plan) as of December 31,
1998 and 1997, and the related statements of changes in assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Markel
Corporation Retirement Savings Plan as of December 31, 1998 and 1997 and the
changes in assets available for benefits for the years then ended in conformity
with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes (Schedule 1) and reportable transactions (Schedule 2)
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The fund information
in the statements of assets available for benefits and the statements of changes
in assets available for benefits is presented for purposes of additional
analysis rather than to present the assets available for benefits and changes in
assets available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
June 11, 1999
1
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Statement of Assets Available for Benefits
(with fund information)
December 31, 1998
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Company Fidelity Fidelity Equity Fidelity Money Stock Fidelity
Stock Magellan Intermediate Income Puritan Market Selector Fidelity Overseas
Fund Fund Bond Fund Fund Fund Fund Contrafund Fund
------- --------- ------------ -------- -------- --------- -------- ---------- --------
<S> <C>
Investments, at fair value
(note 3):
Mutual funds $ -- 13,036,900 2,844,813 8,016,958 7,853,813 5,303,958 5,369,549 1,858,135 475,499
Markel Corporation
common stock 23,468,471 -- -- -- -- -- -- -- --
Loans receivable -- -- -- -- -- -- -- -- --
----------- ---------- --------- --------- --------- --------- --------- --------- -------
Total investments 23,468,471 13,036,900 2,844,813 8,016,958 7,853,813 5,303,958 5,369,549 1,858,135 475,499
----------- ---------- --------- --------- --------- --------- --------- --------- -------
Receivables:
Employer's contribution 151,602 37,357 10,094 25,852 18,770 24,145 17,411 10,863 3,134
Employees' contributions 32,448 50,842 13,907 38,251 28,041 23,013 23,991 16,906 5,979
---------- ---------- --------- --------- --------- --------- --------- --------- -------
Total receivables 184,050 88,199 24,001 64,103 46,811 47,158 41,402 27,769 9,113
---------- ---------- --------- --------- --------- --------- --------- --------- -------
Assets available
for benefits $23,652,521 13,125,099 2,868,814 8,081,061 7,900,624 5,351,116 5,410,951 1,885,904 484,612
=========== ========== ========= ========= ========= ========= ========= ========= =======
</TABLE>
Loan
Fund Total
---- -----
Investments, at fair value
(note 3):
Mutual funds -- 44,759,625
Markel Corporation
common stock -- 23,468,471
Loans receivable 1,429,937 1,429,937
--------- ----------
Total investments 1,429,937 69,658,033
--------- ----------
Receivables:
Employer's contribution -- 299,228
Employees' contributions -- 233,378
--------- ---------
Total receivables -- 532,606
--------- ---------
Assets available
for benefits 1,429,937 70,190,639
========= ==========
See accompanying notes to financial statements.
2
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Statement of Assets Available for Benefits
(with fund information)
December 31, 1997
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Company Fidelity Fidelity Equity Fidelity Money Stock Fidelity
Stock Magellan Intermediate Income Puritan Market Selector Fidelity Overseas
Fund Fund Bond Fund Fund Fund Fund Fund Contrafund Fund
<S> <C>
Investments, at fair value
(note 3):
Mutual funds $ - 9,332,899 2,508,910 6,920,401 6,454,488 4,849,491 4,591,926 1,881,550 285,777
Markel Corporation
common stock 19,948,333 - - - - - - - -
Loans receivable - - - - - - - - -
----------- --------- --------- --------- --------- --------- --------- --------- -------
Total investments 19,948,333 9,332,899 2,508,910 6,920,401 6,454,488 4,849,491 4,591,926 1,881,550 285,777
----------- --------- --------- --------- --------- --------- --------- --------- -------
Receivables:
Employer's contribution 100,810 23,932 6,511 17,212 11,651 20,745 10,925 6,903 2,226
Employees' contributions 21,023 32,097 9,797 26,182 17,856 18,881 16,817 11,772 4,202
----------- --------- --------- --------- --------- --------- --------- --------- -------
Total receivables 121,833 56,029 16,308 43,394 29,507 39,626 27,742 18,675 6,428
----------- --------- --------- --------- --------- --------- --------- --------- -------
Assets available for
benefits $20,070,166 9,388,928 2,525,218 6,963,795 6,483,995 4,889,117 4,619,668 1,900,225 292,205
=========== ========= ========= ========= ========= ========= ========= ========= =======
</TABLE>
Loan
Fund Total
Investments, at fair value
(note 3):
Mutual funds - 36,825,442
Markel Corporation
common stock - 19,948,333
Loans receivable 1,380,580 1,380,580
--------- ----------
Total investments 1,380,580 58,154,355
--------- ----------
Receivables:
Employer's contribution - 200,915
Employees' contributions - 158,627
--------- ----------
Total receivables - 359,542
--------- ----------
Assets available for
benefits 1,380,580 58,513,897
========= ==========
See accompanying notes to financial statements.
3
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Statement of Changes in Assets Available for Benefits
(with fund information)
Year ended December 31, 1998
<TABLE>
<CAPTION>
Fidelity
Fidelity Retirement Fidelity
Company Fidelity Fidelity Equity Fidelity Money Stock Fidelity
Stock Magellan Intermediate Income Puritan Market Selector Fidelity Overseas
Fund Fund Bond Fund Fund Fund Fund Fund Contrafund Fund
------- -------- ------------ ------- -------- -------- ------- ---------- ------
<S> <C>
Additions to assets
attributed to:
Investment income:
Net appreciation in fair
value of investments
(note 3) $ 3,287,493 2,629,486 25,015 454,984 308,743 -- 297,940 323,831 26,628
Loan repayments-
interest, net -- -- -- -- -- -- -- -- --
Dividends/interest -- 588,055 162,979 441,457 783,072 264,986 385,329 137,874 9,195
----------- --------- ------- ------- --------- ------- ------- ------- ------
3,287,493 3,217,541 187,994 896,441 1,091,815 64,986 683,269 461,705 35,823
----------- --------- ------- ------- --------- ------- ------- ------- ------
Contributions (note 2):
Employer 1,377,721 337,681 92,001 240,888 184,349 253,707 156,074 84,509 34,777
Employee 461,563 646,288 192,542 566,224 375,187 278,118 438,093 201,375 90,398
---------- -------- ------- -------- -------- -------- -------- ------- -------
1,839,284 983,969 284,543 807,112 559,536 531,825 594,167 285,884 125,175
---------- -------- ------- -------- -------- -------- -------- ------- -------
Total additions 5,126,777 4,201,510 472,537 1,703,553 1,651,351 796,811 1,277,436 747,589 160,998
---------- --------- ------- --------- --------- -------- --------- ------- -------
Deductions from assets
attributed to participant
distributions and
withdrawal 1,711,263 431,742 137,939 357,598 153,698 557,225 289,017 847,703 10,659
--------- --------- ------- ------- ------- ------- ------- ------- ------
Transfers between funds 221,426 (16,580) 14,869 (259,702) (101,214) 242,781 (221,469) 78,506 41,383
Transfers to/from loan
account - net of
repayments (54,585) (17,017) (5,871) 31,013 20,190 (20,368) 24,333 7,287 685
-------- ------- ------- ------- ------- ------- ------- ------ -------
Net increase (decrease) 3,582,355 3,736,171 343,596 1,117,266 1,416,624 461,999 791,283 (14,321) 192,407
Assets available for
benefits:
Beginning of year 20,070,166 9,388,928 2,525,218 6,963,795 6,483,995 4,889,117 4,619,668 1,900,225 292,205
----------- ---------- --------- --------- --------- --------- --------- --------- -------
End of year $23,652,521 13,125,099 2,868,814 8,081,061 7,900,624 5,351,116 5,410,951 1,885,904 484,612
=========== ========== ========= ========= ========= ========= ========= ========= =======
</TABLE>
Loan
Fund Total
---- -----
Additions to assets
attributed to:
Investment income:
Net appreciation in fair
value of investments
(note 3) -- 7,354,120
Loan repayments-
interest, net 112,778 112,778
Dividends/interest -- 2,772,947
------- ----------
112,778 10,239,845
------- ----------
Contributions (note 2):
Employer -- 2,761,707
Employee -- 3,249,788
------- ----------
-- 6,011,495
------- ----------
Total additions 112,778 16,251,340
------- ----------
Deductions from assets
attributed to participant
distributions and
withdrawal 77,754 4,574,598
------- ---------
Transfers between funds -- --
Transfers to/from loan
account - net of
repayments 14,333 --
------- ----------
Net increase (decrease) 49,357 11,676,742
Assets available for
benefits:
Beginning of year 1,380,580 58,513,897
--------- ----------
End of year 1,429,937 70,190,639
========= ==========
See accompanying notes to financial statements.
4
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Statement of Changes in Assets Available for Benefits
(with fund information)
Year ended December 31, 1997
<TABLE>
<CAPTION>
Fidelity
Company Fidelity Fidelity Equity Fidelity
Stock Magellan Intermediate Income Puritan
Fund Fund Bond Fund Fund Fund
---- ---- --------- ---- ----
<S> <C>
Additions to assets attributed to:
Investment income:
Net appreciation in fair
value of investments (note 3) $ 8,466,750 1,393,982 23,598 1,184,314 661,272
Loan repayments-interest, net -- -- -- -- --
Dividends/interest -- 604,986 160,662 371,740 513,456
------------ ------------ ------------ ------------ ------------
8,466,750 1,998,968 184,260 1,556,054 1,174,728
------------ ------------ ------------ ------------ ------------
Contributions (note 2):
Employer 386,886 545,402 174,357 510,832 376,148
Employee 1,279,995 302,725 90,574 217,209 167,978
------------ ------------ ------------ ------------ ------------
1,666,881 848,127 264,931 728,041 544,126
------------ ------------ ------------ ------------ ------------
Total additions 10,133,631 2,847,095 449,191 2,284,095 1,718,854
------------ ------------ ------------ ------------ ------------
Deductions from assets
attributed to participant distri-
butions and withdrawals 1,233,807 547,555 284,235 526,468 232,422
------------ ------------ ------------ ------------ ------------
Transfers between funds (71,687) (447,917) (77,652) 230,808 (179,459)
Transfers to/from loan account -
net of repayments (28,341) 27,559 20,185 (17,603) 26,512
------------ ------------ ------------ ------------ ------------
Net increase 8,799,796 1,879,182 107,489 1,970,832 1,333,485
Assets available for benefits:
Beginning of year 11,270,370 7,509,746 2,417,729 4,992,963 5,150,510
------------ ------------ ------------ ------------ ------------
End of year $ 20,070,166 9,388,928 2,525,218 6,963,795 6,483,995
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Fidelity
Retirement Fidelity
Money Stock Fidelity
Market Selector Fidelity Overseas Loan
Fund Fund Contrafund Fund Fund Total
---- ---- ---------- ---- ---- -----
<S> <C>
Additions to assets attributed to:
Investment income:
Net appreciation in fair
value of investments (note 3) -- 437,832 99,530 3,987 -- 12,271,265
Loan repayments-interest, net -- -- -- -- 120,474 120,474
Dividends/interest 260,983 543,128 176,366 14,073 -- 2,645,394
------------ ------------ ------------ ------------ ------------ ------------
260,983 980,960 275,896 18,060 120,474 15,037,133
------------ ------------ ------------ ------------ ------------ ------------
Contributions (note 2):
Employer 355,925 340,814 168,380 82,779 -- 2,941,523
Employee 325,245 130,944 79,398 29,619 -- 2,623,687
------------ ------------ ------------ ------------ ------------ ------------
681,170 471,758 247,778 112,398 -- 5,565,210
------------ ------------ ------------ ------------ ------------ ------------
Total additions 942,153 1,452,718 523,674 130,458 120,474 20,602,343
------------ ------------ ------------ ------------ ------------ ------------
Deductions from assets
attributed to participant distri-
butions and withdrawals 617,680 172,606 59,983 35,630 116,537 3,826,923
------------ ------------ ------------ ------------ ------------ ------------
Transfers between funds (123,104) 291,458 331,384 46,169 -- --
Transfers to/from loan account -
net of repayments (25,479) (3,552) (9,560) (339) 10,618 --
------------ ------------ ------------ ------------ ------------ ------------
Net increase 175,890 1,568,018 785,515 140,658 14,555 16,775,420
Assets available for benefits:
Beginning of year 4,713,227 3,051,650 1,114,710 151,547 1,366,025 41,738,477
------------ ------------ ------------ ------------ ------------ ------------
End of year 4,889,117 4,619,668 1,900,225 292,205 1,380,580 58,513,897
============ ============ ============ ============ ============ ============
</TABLE>
5
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(1) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the
Markel Corporation Retirement Savings Plan (the Plan).
(a) Basis of Presentation
The accompanying financial statements, which present the assets of the
Plan and changes in those assets, have been prepared on the accrual
basis of accounting. Accordingly, contributions to the Plan and
investment income are recognized as earned; plan benefits and
withdrawals are recorded when paid and net appreciation and
depreciation of investments are recognized as they occur. Loans
receivable represent loans to participants made against their vested
balances as permitted by the Plan.
(b) Use of Estimates
Generally accepted accounting principles require the Administrative
Committee of the Plan to make estimates and assumptions when preparing
financial statements. Actual results could differ from those estimates.
(c) Investments
The fair value of Markel Corporation common stock is based upon the
quoted price of stock as of the end of each year.
Investments in Fidelity Mutual Funds are valued according to net asset
values of the funds on the basis of fair values of the assets and
liabilities thereof. Loan receivables in the Loan Fund are valued at
the principal amount outstanding which approximates fair value.
The change in the difference between the fair value and the cost of
investments held at the beginning and end of each year, adjusted for
realized gains or losses on investments sold during the year, is
reflected in the statements of changes in assets available for benefits
as appreciation or depreciation in the fair value of investments.
The cost of investments sold is determined on the basis of average
cost. Purchases and sales of investments are recorded on a settlement
date basis. The recording of these transactions on a trade date basis
would not have had a material impact on the accompanying financial
statements.
Income Taxes
The Plan is in receipt of a favorable determination letter dated
February 18, 1997, issued pursuant to Revenue Procedure 93-39,
under Section 401(a) of the Internal Revenue Code, and the related
trust is considered exempt from taxation under the provisions of
Section 501(a). In addition, the plan administrator believes the Plan
operated in compliance with the Plan document and current law for the
years under audit. Accordingly, participants have not been taxed on
their salary reduction contributions or investment earnings related to
these contributions when received by the trustee under the Plan.
Ordinarily, participants are subject to tax on these amounts when they
receive distributions from the Plan.
6
<PAGE>
Under normal circumstances, the Plan will not be taxed on its dividend
and interest income or any capital gains realized by it or any
unrealized appreciation on investments.
(2) Summary of Significant Provisions of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan covering all employees of
Markel Corporation and its wholly-owned subsidiaries (the Company).
Employees, age eighteen or older, are eligible for the Plan upon date
of employment, with matching Company contributions commencing after one
year of service. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan is
administered by an Administrative Committee appointed by the Chief
Executive Officer of the Company. The assets of the Plan are held in
trust under an agreement with Fidelity Management Trust Company, with
administrative services provided by Fidelity Institutional Retirement
Services Company, a division of Fidelity Investment Institutional
Services Company, Inc. (Fidelity Investments or the Trustee).
(b) Contributions
Each year, the Company is obligated to contribute to the Plan, subject
to certain limitations, an amount equal to 6% of each participant's
compensation. The Company also contributes under the matching provision
of the Plan an amount equal to 100% of the first 2% and 50% of the next
2% of each participant's contribution, not to exceed 3% of the
participant's compensation for any such year. Participants may
contribute, in whole percentage increments, up to 15% of their annual
compensation, excluding bonuses, on a pre-tax basis. The allocation of
both employer and employee contributions to the various funds is based
upon the individual employee's election. However, one-third of the
employer's contribution representing up to 3% of an employee's annual
compensation, will be allocated to a restricted Company Stock Fund.
Employee contributions, as shown in the accompanying statements of
changes in assets available for benefits, include amounts rolled over
into the Plan from other qualified plans totaling $718,758 and $617,211
for the years ended December 31, 1998 and 1997, respectively.
(c) Participant Accounts
Each participant's account is credited with the participant's and
Company's contributions and earnings of the Plan. The posting of
earnings is made on a quarterly or more frequent basis.
(d) Vesting and Plan Termination
Participants are immediately vested in their own contributions plus
earnings thereon. Vesting in the Company's contributions is based on
years of service as follows:
Years of Vesting Service Vested Percentage
------------------------ -----------------
Less than two years of service 0%
Two years of service 20%
Three years of service 50%
Four or more years of service 100%
======================== =================
7
<PAGE>
In accordance with the provisions of the Plan, any portion of the
Company's contributions that has not vested at the time of a
participant's withdrawal shall be forfeited by the participant and
applied to reduce future Company contributions. During 1998 and 1997,
forfeited amounts totaled $117,556 and $76,676, respectively.
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
(e) Payment of Benefits
Upon termination of service, participants may receive either a lump sum
amount equal to the value of their vested account within 45 days of the
quarter end in which termination occurred or their account will
continue to be held in the trust fund until the participant reaches age
65 or dies, whichever occurs first.
(f) Participant Loans
The Plan contains a provision for loans to participants with the plan
administrator's consent. Under the terms of the Plan, participants may
borrow from their accounts a minimum of $1,000 up to the lesser of
$30,000 or 30% of the vested value of the participant's account or
under certain conditions up to a maximum of the lesser of $50,000 or
50%. Loans bear interest and are repayable in accordance with terms
established by the Plan.
(g) Investment Options
The Plan offers nine investment fund options - the Company Stock Fund,
the Fidelity Magellan Fund, the Fidelity Intermediate Bond Fund, the
Fidelity Equity Income Fund, the Fidelity Puritan Fund, the Fidelity
Retirement Money Market Fund, the Fidelity Stock Selector Fund, the
Fidelity Contrafund and the Fidelity Overseas Fund. Participants in the
Plan are able to direct into which Fund contributions are invested as
discussed in note 2. Participants are allowed to change investment
options daily and, accordingly, investment option changes have been
recorded through interfund transfers in the accompanying statements of
assets available for plan benefits and statements of changes in assets
available for plan benefits.
(3) Investments
The Plan's investments are held by a trustee-administered trust fund. The
following tables present the fair values of investments at December 31,
1998 and 1997 representing five percent or more of the Plan's assets at the
end of the respective years:
8
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
December 31, 1998
--------------------------
Number of
shares or Fair
units value
--------------------------
Markel Corporation common stock 129,660 $ 23,468,471
Mutual funds:
Fidelity Magellan Fund 107,903 13,036,900
Fidelity Equity Income Fund 144,320 8,016,958
Fidelity Puritan Fund 391,321 7,853,813
Fidelity Retirement Money Market Fund 5,303,958 5,303,958
Fidelity Stock Selector Fund 187,027 5,369,549
============ ===========
December 31, 1997
--------------------------
Number of
shares or Fair
units value
--------------------------
Markel Corporation common stock 127,772 $ 19,948,333
Mutual funds:
Fidelity Magellan Fund 97,963 9,332,899
Fidelity Intermediate Bond Fund 246,697 2,508,910
Fidelity Equity Income Fund 132,044 6,920,401
Fidelity Puritan Fund 333,049 6,454,488
Fidelity Retirement Money Market Fund 4,849,491 4,849,491
Fidelity Stock Selector Fund 169,256 4,591,926
============ ===========
During 1998 and 1997, the Plan's investments (including investments bought,
sold and held during the year) appreciated (depreciated) in fair value by
$7,354,120 and $12,271,265, respectively, as follows:
Year ended
December 31, 1998
------------------------
Markel Corporation common stock $ 3,287,493
Mutual funds:
Fidelity Magellan Fund 2,629,486
Fidelity Intermediate Bond Fund 25,015
Fidelity Equity Income Fund 454,984
Fidelity Puritan Fund 308,743
Fidelity Stock Selector Fund 297,940
Fidelity Contrafund 323,831
Fidelity Overseas Fund 26,628
------------------
Net change in fair value $ 7,354,120
==================
9
<PAGE>
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 1998 and 1997
Year ended
December 31, 1997
-----------------
Markel Corporation common stock $ 8,466,750
Mutual funds:
Fidelity Magellan Fund 1,393,982
Fidelity Intermediate Bond Fund 23,598
Fidelity Equity Income Fund 1,184,314
Fidelity Puritan Fund 661,272
Fidelity Stock Selector Fund 437,832
Fidelity Contrafund 99,530
Fidelity Overseas Fund 3,987
------------------
Net change in fair value $ 12,271,265
==================
(4) Administrative Expenses
The administrative expenses of the Plan have been paid by the Company.
Expenses paid by the Company totaled approximately $10,724 and $18,296 for
the years ended December 31, 1998 and 1997, respectively.
(5) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of assets available for benefits per the
financial statements to the Form 5500:
December 31,
----------------------------
1998 1997
------------- ----------
Assets available for benefits per the
financial statements $ 70,190,639 58,513,897
Amounts allocated to withdrawing
participants (1,374,563) (1,138,032)
------------- -----------
Assets available for benefits per the
Form 5500 $ 68,816,076 57,375,865
============= ===========
10
<PAGE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year ended
December 31,
1998
-------------
Benefits paid to participants per the financial statements $ 4,574,598
Add: amounts allocated to withdrawing participants at
December 31, 1998 1,374,563
Less: amounts allocated to withdrawing participants at
December 31, 1997 1,138,032
-------------
Benefits paid to participants per the Form 5500 $ 4,811,129
=============
Year ended
December 31,
1997
-------------
Benefits paid to participants per the financial
statements $ 3,826,922
Add: amounts allocated to withdrawing participants
at December 31, 1997 1,138,032
Less: amounts allocated to withdrawing participants
at December 31, 1996 595,321
--------------
Benefits paid to participants per the Form 5500 $ 4,369,633
==============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior
to December 31 but not yet paid as of that date.
11
<PAGE>
Schedule 1
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Line 27a-Schedule of Assets Held for Investment Purposes
December 31, 1998
<TABLE>
<CAPTION>
Description of investment
including maturity
Identity of issue, date, rate of interest,
borrower, lessor or collatral, par or Current
similar party maturity value Cost value
- ------------------- ------------------------- ---------- ------------
<S> <C>
Markel Corporation* 129,660 shares of Markel
Corporation common
stock $ 7,274,771 23,468,471
Mutual Funds:
Fidelity Investments* 107,903 shares of Fidelity
Magellan Fund 7,543,400 13,036,900
Fidelity Investments* 277,002 shares of Fidelity
Intermediate Bond Fund 2,485,704 2,844,813
Fidelity Investments* 144,320 shares of Fidelity
Equity Income Fund 5,276,965 8,016,958
Fidelity Investments* 391,321 shares of Fidelity
Puritan Fund 6,140,324 7,853,813
Fidelity Investments* 5,303,958 shares of Fidelity
Retirement Money Market
Fund 5,303,958 5,303,958
Fidelity Investments* 187,027 shares of Fidelity
Stock Selector Fund 4,077,768 5,369,549
Fidelity Investments* 32,719 shares of Fidelity
Contrafund 473,491 1,858,135
Fidelity Investments* 13,216 shares of Fidelity
Overseas Fund 289,306 475,499
--------------- ----------------
Total mutual funds 31,590,916 44,759,625
Markel Corporation 1,429,937 in loan
Retirement Savings Plan* receivables from
participants 1,429,937 1,429,937
--------------- ----------------
Total investments $ 40,295,624 69,658,033
=============== ================
</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
12
<PAGE>
Schedule 2
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
Line 27d-Schedule of Reportable Transactions
Year ended December 31, 1998
<TABLE>
<CAPTION>
Current
Expense value
incurred of asset on
Identity of Purchase Selling Lease with Cost of transaction Net
party involved Description of assets price price rental transaction asset date gain
- -------------- --------------------- ---------- -------- ------ ----------- --------- ------------ -------
<S> <C>
Markel Purchased 15,222 shares
Corporation* of common stock $2,490,640 N/A N/A N/A $2,490,640 $2,490,640 $ N/A
Fidelity Purchased 1,841,901
Investments* shares of Fidelity
Retirement Money
Market Fund 1,841,901 N/A N/A N/A 1,841,901 1,841,901 N/A
Markel Sold 13,334 shares
Corporation* of common stock N/A 2,257,994 N/A N/A 923,443 2,257,994 1,334,551
Fidelity
Investments* Sold 1,387,434 shares
of Fidelity Retirement
Money Market Fund N/A 1,387,434 N/A N/A 1,387,434 1,387,434 --
</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
13
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee members have duly caused this annual report to be
signed on behalf by the undersigned hereunto duly authorized.
MARKEL CORPORATION RETIREMENT SAVINGS PLAN
/s/ Pamela J. Perrott
By: _____________________________________
Administrative Committee Member
Date: June 28, 1999
14
Consent of Independent Auditors
The Board of Directors
Markel Corporation
The Administrative Committee
Markel Corporation Retirement Savings Plan:
We consent to incorporation by reference in the registration statement No.
33-61598 on Form S-8 of Markel Corporation of our report dated June 11, 1999
relating to the statements of assets available for benefits of the Markel
Corporation Retirement Savings Plan as of December 31, 1998 and 1997, the
related statements of changes in assets available for benefits for the years
then ended, which report is included in this annual report on Form 11-K.
Richmond, Virginia
June 28, 1999
15
