-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MaQg/dG+WwINhwJ8ufu5qX652hM8rYm7yoYE8hB8HVUDDub2rDjXTV/3feAR/AO9 QiSl2m6Z3p+okSfWQtDMug== 0000916641-98-001012.txt : 19980915 0000916641-98-001012.hdr.sgml : 19980915 ACCESSION NUMBER: 0000916641-98-001012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980914 EFFECTIVENESS DATE: 19980914 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARKEL CORP CENTRAL INDEX KEY: 0000803509 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 540292420 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-63343 FILM NUMBER: 98708958 BUSINESS ADDRESS: STREET 1: 4551 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060-3382 BUSINESS PHONE: 8047470136 MAIL ADDRESS: STREET 1: P O BOX 2009 CITY: GLEN ALLEN STATE: VA ZIP: 23058-2009 S-8 1 FORM S-8 Securities and Exchange Commission Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARKEL CORPORATION (Exact name of registrant as specified in its charter) COMMONWEALTH OF VIRGINIA I.D.# 54-0292420 (state or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4551 COX ROAD, GLEN ALLEN, VIRGINIA 23060 (Address of Principal Executive Offices) (Zip Code) MARKEL CORPORATION EMPLOYEE STOCK PURCHASE AND BONUS PLAN (Full title of the plan) GREGORY B. NEVERS CORPORATE COUNSEL 4551 COX ROAD, GLEN ALLEN, VIRGINIA 23060 (Name and address of agent for service) (804) 747-0136 (Telephone number, including area code, of agent for service) Calculation of Registration Fee
Proposed Proposed Title of Maximum Maximum Amount of Securities to Amount to be Offering Price aggregate Registration be registered registered per share offering price Fee - ------------- ---------- --------- -------------- ------------ Common Stock, 100,000 $152.75 (1) $15,275,000 $4,506.13 no par value
(1) Estimated solely for the purpose of determining the registration fee and based, pursuant to Rule 457 under the Securities Act of 1933, on the average of the high and low per share sales price of the registrant's Common Stock as reported on the New York Stock Exchange on September 10, 1998. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The Company hereby incorporates by reference into this Registration Statement the documents listed below which have been filed with the Securities and Exchange Commission. (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the annual report referred to in (a) above, including the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1998 and June 30, 1998. (c) The description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed on March 4, 1987 under Section 12 of the Exchange Act. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement. Each document incorporated into this Registration Statement by reference shall be deemed to be a part of this Registration Statement from the date of the filing of such document with the Commission until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Registration Statement. Item 6. Indemnification of Directors and Officers Article 10 of the Virginia Stock Corporation Act (the "Act") provides, in general, for indemnification by a corporation of any person threatened with or made a party to any action, suit or proceeding by reason of the fact that he or she is, or was, a director, officer, employee or agent of such corporation. Indemnification is also authorized with respect to a criminal action or proceeding where the person had no reasonable cause to believe that his conduct was unlawful. 11-1 Article VII of the Company's Amended and Restated Articles of Incorporation provides for mandatory indemnification of directors and officers to the maximum extent now or hereafter permitted by the Act including indemnification against liability incurred in proceedings instituted or threatened by third parties, or by or on behalf of the Company itself, unless incurred as a result of gross negligence, willful misconduct or as a result of a knowing violation of the criminal law. The Act also provides that in any proceeding brought by or in the right of the Company or on behalf of shareholders of the Company, the damages assessed against an officer or director arising out of a single transaction, occurrence or course of conduct shall not exceed the greater of (i) $100,000 or (ii) the amount of cash compensation received by the officer or director from the Company during the twelve months immediately preceding the act or omission for which liability was imposed, except that the foregoing limitation does not apply if the officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law. The Company maintains a standard policy of officers' and directors' liability insurance. Item 9. Exhibits See Index to Exhibits. Item 10. Undertakings The undersigned registrant hereby undertakes or acknowledges: (a) (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; II-2 Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Henrico, State of Virginia, on September 14, 1998. MARKEL CORPORATION Registrant By: /s/ Darrell D. Martin ------------------------------------- Darrell D. Martin Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. /s/ Alan I. Kirshner * Date: September 14, 1998 - ------------------------------------------ Alan I. Kirshner, Chief Executive Officer, Director /s/ Darrell D. Martin * Date: September 14, 1998 - ------------------------------------------ Darrell D. Martin, Executive Vice President and Chief Financial Officer, Director (Principal Financial and Accounting Officer) /s/ Steven Markel * Date: September 14, 1998 - ------------------------------------------ Steven A. Markel, Vice Chairman, Director /s/ Anthony F. Markel * Date: September 14, 1998 - ------------------------------------------ Anthony F. Markel, President and Chief Operating Officer, Director /s/ Leslie A. Grandis * Date: September 14, 1998 - ------------------------------------------ Leslie A. Grandis, Director II-4 /s/ Stewart M. Kasen * Date: September 14, 1998 - ------------------------------------------ Stewart M. Kasen, Director /s/ Gary L. Markel * Date: September 14, 1998 - ------------------------------------------ Gary L. Markel, Director /s/ V. Prem Watsa * Date: September 14, 1998 - ------------------------------------------ V. Prem Watsa, Director * Pursuant to Power of Attorney II-5 Index to Exhibits The following exhibits are filed herewith as part of this Registration Statement: Exhibit No. - ------- 4.1 Amended and Restated Articles of Incorporation, as amended* 4.2 Bylaws, as amended** 5 Opinion of counsel 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of counsel (included in Exhibit 5) 24 Power of Attorney*** * Incorporated by reference from Exhibit 3.1 of Registrant's Annual Report on Form 10-K for the year ended December 31, 1990. ** Incorporated by reference from Exhibit 3.2 of Registrant's Annual Report on Form 10-K for the year ended December 31, 1992. *** Incorporated by reference from Exhibit 25 of Registrant's registration statement on Form S-8 (33-46706). EX-5 2 OPINION OF COUNSEL Exhibit 5 September 14, 1998 Markel Corporation 4551 Cox Road Glen Allen, Virginia 23060 Gentlemen: I am Corporate Counsel for Markel Corporation (the "Company") and have assisted the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Company with the Securities and Exchange Commission (the "Commission") on or about September 14, 1998 with respect to the offering of up to 100,000 shares of Common Stock, no par value, of the Company (the "Common Stock") pursuant to the Markel Corporation Employee Stock Purchase and Bonus Plan (the "Plan"). I understand that the shares of Common Stock to be offered pursuant to the Plan may be acquired directly from the Company (the "Original Issue Common Stock") or in the open market. I have reviewed such documents and records as I have considered appropriate and, on the basis of such review, I am of the opinion that the shares of Original Issue Common Stock to be offered pursuant to the Plan have been validly authorized and, when issued upon the terms set forth in the Registration Statement, will be validly issued, fully-paid and nonassessable. I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. Very truly yours, Gregory B. Nevers Corporate Counsel EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Markel Corporation We consent to incorporation by reference in this Registration Statement on Form S-8 of Markel Corporation of our report dated February 3, 1998, relating to the consolidated balance sheets of Markel Corporation and subsidiaries (the Company) as of December 31, 1997 and 1996, and the related consolidated statements of income and comprehensive income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, which report is incorporated by reference in the 1997 annual report on Form 10-K of Markel Corporation. KPMG Peat Marwick LLP Richmond, Virginia September 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----