UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Avemco Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
053555108
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
CUSIP NO.053555108
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 -0-
Beneficially Owned
by Each Reporting (6) Shared Voting Power 855,500
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 855,500
9) Aggregate Amount Beneficially Owned by Each Reporting Person 855,500
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 10.2%
12) Type of Reporting Person (See Instructions) HC, CO
Cover Page 2
CUSIP NO.053555108
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Evanston Insurance Company
36-2950161
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 Illinois Corporation
Number of Shares (5) Sole Voting Power -0-
Beneficially Owned
by Each Reporting (6) Shared Voting Power 620,000
Person With
(7) Sole Dispositive Power -0-
(8) Shared Dispositive Power 620,000
9) Aggregate Amount Beneficially Owned by Each Reporting Person 620,000
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 7.4%
12) Type of Reporting Person (See Instructions) IC, CO
Cover Page 3
CUSIP NO.053555108 Page 4 of 8
Item 1 (a). Name of Issuer:
Avemco Corporation
Item 1 (b). Address of Issuer s Principal Executive Offices:
411 Aviation Way
Frederick, Maryland 21701
Item 2 (a). Name of Person Filing:
See Item 1 of Cover Pages which information is incorporated by
reference
Item 2 (b). Address of 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:
053555108
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: See Items 4, 9 and 11 of Cover
Pages which information is incorporated by reference
(b) Percent of Class: See Items 4, 9 and 11 of Cover Pages which
information is incorporated by reference
CUSIP NO.053555108 Page 5 of 8
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See Items 4, 9
and 11 of Cover Pages which information is incorporated
by reference
(ii) shared power to vote or to direct the vote: See Items 4,
9 and 11 of Cover Pages which information is
incorporated by reference
(iii)sole power to dispose or to direct the disposition of:
See Items 4, 9 and 11 of Cover Pages which information
is incorporated by reference
(iv) shared power to dispose or to direct the disposition of:
See Items 4, 9 and 11 of Cover Pages which information
is incorporated by reference
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, Lincoln
Insurance Company and Markel Insurance Company, each subsidiaries
of Markel Corporation and each 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 Avemco Corporation. Evanston
Insurance Company owns 620,000 or approximately 7.4% of Avemco
Corporation s outstanding shares.
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.
CUSIP NO.053555108 Page 6 of 8
Item 9. Notice of Dissolution of Group.
Not applicable.
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.
July 9,1996
Date
Alan I. Kirshner
Signature
Alan I. Kirshner, Chairman
Name/Title
CUSIP NO.053555108 Page 7 of 8
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 deemed to be the
beneficial owner of 855,500 shares or 10.2% of the outstanding Common Stock of
Avemco Corporation (the Company ) as a result of acting as investment adviser to
Essex Insurance Company (Essex), Evanston Insurance Company (EIC), Lincoln
Insurance Company (LIC) and Markel Insurance Company (MIC) each wholly owned
subsidiaries of Markel Corporation.
Markel Corporation, through its control of Markel Gayner, Essex, EIC, LIC and
MIC shares the power to direct the voting and disposition of shares of Common
Stock of the Company held by
those entities.
CUSIP NO.053555108 Page 8 of 8
EXHIBIT B
RULE 13d-1(f) AGREEMENT
The undersigned persons on this 9th day of July, 1996, agree and consent to
the joint filing on their behalf of this Schedule 13G in connection with their
beneficial ownership of the Common Stock of Avemco Corporation.
MARKEL CORPORATION MARKEL INSURANCE COMPANY
By: Alan I. Kirshner By: Alan I. Kirshner
Title: Chairman Title: Chairman
ESSEX INSURANCE COMPANY MARKEL GAYNER ASSET
MANAGEMENT CORPORATION
By: Alan I. Kirshner
By: Thomas S. Gayner
Title: Chairman
Title: President
EVANSTON INSURANCE COMPANY
By: Anthony F. Markel
Title: Chairman
LINCOLN INSURANCE COMPANY
By: Alan I. Kirshner
Title: Chairman
