SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Terra Nova (Bermuda) Holdings Ltd.
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(Name of Issuer)
Class A Ordinary Shares, par value U.S. $5.80
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(Title of Class of Securities)
G87615103
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(CUSIP Number)
Gregory B. Nevers, Esq.
Markel Corporation
4521 Highwoods Parkway, Glen Allen, Virginia 23060
(804) 965-1673
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
With a copy to:
Leslie A. Grandis, Esq.
McGuire, Woods, Battle & Boothe LLP
901 East Cary Street
Richmond, Virginia 23219
January 5, 2000
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b)
for other parties to whom copies are to be sent.
* 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.
The information required on 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>
CUSIP No. G87615103
Schedule 13D
1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
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Persons
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Markel Corporation, (E.I.N. 54-0292420)
2) Check the Appropriate Row if a Member of a Group (See Instructions)
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(a)
(b) X
3) SEC Use Only
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4) Source of Funds (See Instructions)
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OO, WC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d)
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or 2(e) [ ]
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6) Citizenship or Place of Organization Virginia, U.S.A.
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Class A
Number of 7) Sole Voting Power 1,082,470
Shares Bene- -----------------
ficially
Owned by 8) Shared Voting Power 7,158,620
Each -------------------
Reporting
Person With 9) Sole Dispositive Power 1,082,470
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10) Shared Dispositive Power 0
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
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8,241,090
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
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Instructions)
13) Percent of Class Represented by Amount in Row (11)
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30.3%
14) Type of Reporting Person (See Instructions)
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CO, IC
<PAGE>
Items 5 and 7 are amended as set forth below:
Item 5. Interest in Securities of the Issuer.
(a) Markel may be deemed to be the beneficial owner of 8,241,090 shares of
Class A Common Stock (approximately 30.3% of the issued and outstanding shares
of Class A Common Stock, as of January 5, 2000, as reported in Terra Nova's Form
10-Q/A filed December 21, 1999 and assuming conversion of the Class B Common
Stock which may be deemed to be beneficially owned by Markel).
(b) Markel, either directly or through its wholly-owned subsidiaries, has sole
dispositive and voting power with respect to 1,082,470 shares of Class A Common
Stock. By reason of the Stockholders Agreement, Markel may be deemed to share
power to direct the vote of 7,158,620 shares of Class A Common Stock (which
includes 1,796,127 shares issuable on conversion of Class B Common Stock which
may be deemed to be beneficially owned by Markel) (approximately 26.4% of the
outstanding shares of Class A Common Stock) with each of the Stockholders.
The following paragraphs provide the applicable information required by Item 2
with respect to each of the Stockholders.
The Stockholders are: DLJ International Partners, C.V., a Netherlands-
Antilles partnership, a merchant banking fund; DLJ Offshore Partners, C.V., a
Netherlands-Antilles partnership, a merchant banking fund; DLJMB Overseas
Partners, C.V., a Netherlands-Antilles partnership, a merchant banking fund; DLJ
Merchant Bank Funding, Inc., a Delaware corporation, a merchant banking fund;
DLJ First ESC, L.P., a Delaware limited partnership, an employee securities
company; Donaldson, Lufkin & Jenrette Securities Corp., a Delaware corporation,
a full line investment bank; Marsh & McLennan Capital, Inc., a Delaware
corporation, which provides services in connection with originating, structuring
and managing insurance and related industry investments; and John J. Byrne, an
individual investor.
To the best of Markel's knowledge, the business address of each of the
Stockholders is as described on Exhibit A to the Stockholders Agreement, other
than the address for John J. Byrne whose principal business address and
principal offices are located at 80 South Main Street, Hanover, NH 03755.
To the best of Markel'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 Terra Nova and the Stockholders contained herein
is based on information received from the Stockholders or publicly available.
(c) Except as described in Item 4, none of Markel, its executive officers or
directors has effected any transactions in the Class A Common Stock since the
filing of Amendment No. 1 on December 9, 1999 other than purchases in the open
market by Markel as follows:
<PAGE>
Date Number of Shares Price per Share
- ---- ---------------- ---------------
12/13/99 1,800 $28.56
12/17/99 90,000 29.31
12/21/99 60,000 29.31
12/22/99 5,000 29.75
12/23/99 60,600 29.79
12/27/99 10,000 29.56
12/29/99 10,000 29.56
01/03/00 10,000 29.84
01/04/00 50,000 29.80
01/05/00 205,000 29.66
(d) Not applicable.
(e) Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.
7.1 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, as amended, attached as
Appendix A to the Prospectus included in Amendment No. 3 to
the Registration Statement (No. 333-88609) on Form S-4 of
Markel Holdings Inc. is incorporated herein by reference.
7.2 The Stockholders Agreement by and among Markel Corporation,
Terra Nova (Bermuda) Holdings Ltd. and other parties
signatories thereto dated as of August 15, 1999 filed as
Exhibit 99.2 to Markel's Form 8-K filed August 20, 1999 (the
"Form 8-K") is incorporated herein by reference.
7.3 Registration Rights Agreement, dated as of August 15, 1999,
among Virginia Holdings Inc., Markel Corporation and the
shareholders of Terra Nova (Bermuda) Ltd. filed as Exhibit
99.4 to the Form 8-K is incorporated herein by reference.
<PAGE>
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.
MARKEL CORPORATION
January 6, 2000 By: /s/ Steven A. Markel
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Steven A. Markel
Vice Chairman
