-----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, E7tAxV6OCpgX11FfeoX5ohaHxLqTp07SWd2qj0BqaFf9U5hXUrX3aWpWl8HUpqeg ESM77U1F3vKjvVvHuwz+EQ== 0000916641-00-000004.txt : 20000107 0000916641-00-000004.hdr.sgml : 20000107 ACCESSION NUMBER: 0000916641-00-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NOVA BERMUDA HOLDING LTD CENTRAL INDEX KEY: 0000935937 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51441 FILM NUMBER: 502338 BUSINESS ADDRESS: STREET 1: RICHMOND HOUSE 2ND FLOOR STREET 2: 12 PAR-LA-VILLE ROAD CITY: HAMILTON HM 11 BERMU STATE: D0 BUSINESS PHONE: 4112927731 MAIL ADDRESS: STREET 1: RICHMOND HOUSE 2ND FLOOR STREET 2: 12 PAR-LA-VILLE ROAD CITY: HAMILTON HM 11 BERMU STATE: D0 FILED BY: 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: SC 13D/A 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 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 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. ---------------------------------- (Name of Issuer) Class A Ordinary Shares, par value U.S. $5.80 --------------------------------------------- (Title of Class of Securities) G87615103 --------- (CUSIP Number) Gregory B. Nevers, Esq. Markel Corporation 4521 Highwoods Parkway, Glen Allen, Virginia 23060 (804) 965-1673 ---------------------------------------------- (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 ---------------- (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). CUSIP No. G87615103 Schedule 13D 1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above ---------------------------------------------------------------------- Persons ------- Markel Corporation, (E.I.N. 54-0292420) 2) Check the Appropriate Row if a Member of a Group (See Instructions) ------------------------------------------------ (a) (b) X 3) SEC Use Only ------------ 4) Source of Funds (See Instructions) --------------- OO, WC 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) -------------------------------------------------------------------------- or 2(e) [ ] ------- 6) Citizenship or Place of Organization Virginia, U.S.A. ------------------------------------ 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 ---------------------- 10) Shared Dispositive Power 0 ------------------------ 11) Aggregate Amount Beneficially Owned by Each Reporting Person ------------------------------------------------------------ 8,241,090 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See ----------------------------------------------------------------- Instructions) 13) Percent of Class Represented by Amount in Row (11) -------------------------------------------------- 30.3% 14) Type of Reporting Person (See Instructions) ------------------------ CO, IC 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: 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. 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 ------------------------- Steven A. Markel Vice Chairman -----END PRIVACY-ENHANCED MESSAGE-----