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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2000
Terra Nova (Bermuda) Holdings, Ltd
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of incorporation or organization)
1-13832 Not Applicable
(Commission (I.R.S. employer
file number) identification number)
Richmond House, 12 Par-la-Ville Road, Hamilton HM08, Bermuda
(Address of principal executive offices)
(Zip code)
(441) 292-7731
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year,
if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
On March 24, 2000, the transactions contemplated by the Agreement and Plan of
Merger and Scheme of Arrangement dated as of August 15, 1999, between Markel
Corporation (now Markel North America Inc.) and Terra Nova (Bermuda) Holdings
Ltd. (the Registrant) were completed. As a result of the transactions, the
Registrant and Markel North America Inc. became wholly owned subsidiaries of
Markel Corporation.
In early March 2000, the Audit Committee of Markel Corporation (now Markel North
America Inc.) voted to retain KPMG LLP to serve as the independent accountant
for all subsidiaries for the fiscal year ended December 31, 2000.
Implementation of this decision for Markel Corporation (after the acquisition of
the Registrant) required termination of the client-auditor relationship between
the Registrant and their independent accountants, PricewaterhouseCoopers.
Accordingly, on April 14, 2000, PricewaterhouseCoopers informed the Registrant
that they resigned effective as of that date. Markel Corporation intends to
retain KPMG LLP as the independent accountant for the Registrant so that KPMG
LLP will serve as the independent accountant for Markel Corporation and all
subsidiaries.
The reports of PricewaterhouseCoopers on the financial statements of the
Registrant for each of the two most recent fiscal years in the period ended
December 31,1999 did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years and interim period through April 14,
2000, there have been no (i) disagreements with PricewaterhouseCoopers on any
matter of accounting principles or practices, financial statement disclosures,
or auditing scope or procedure which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers would have caused them to make reference
thereto in their report on the financial statements for such years; or (ii)
reportable events, as defined in Regulation S-K Item 304(a)(1)(v).
The Registrant has requested that PricewaterhouseCoopers furnish it with a
letter addressed to the Securities and Exchange Commission (the "SEC") stating
whether it agrees with the above statements. A copy of such letter to the SEC,
dated April 20, 2000, is filed as Exhibit 16.1 to the Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
The Exhibits listed on the Exhibit Index are filed as part of this
report.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TERRA NOVA (BERMUDA) HOLDINGS LTD.
Date: April 21, 2000 By: /s/Darrell D. Martin
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Director
EXHIBIT INDEX
16.1 Letter from PricewaterhouseCoopers to the Securities and Exchange
Commission dated April 20, 2000*
* Included herein
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Exhibit 16.1
[PwC Letterhead]
20 April 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Terra Nova (Bermuda) Holdings Ltd. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated 21 April
2000. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers
