-----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, LuTaxaaFjrZHyXmAUNke99N76+1hyLc2dl2iFYEzWsBaOGr8wmCrOeq3FKk3UZDF QjP3oxeucKeGPDgz25tu4w== 0000916641-99-000534.txt : 19990629 0000916641-99-000534.hdr.sgml : 19990629 ACCESSION NUMBER: 0000916641-99-000534 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990628 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: 11-K SEC ACT: SEC FILE NUMBER: 001-13051 FILM NUMBER: 99653757 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 11-K 1 MARKEL CORPORATION RETIREMENT SAVINGS PLAN 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission file number 1-13058 MARKEL CORPORATION RETIREMENT SAVINGS PLAN MARKEL CORPORATION A Virginia Corporation IRS Employer Identification Number 54-0292420 4551 Cox Road Glen Allen, Virginia 23060 Telephone (804) 747-0136 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Financial Statements and Supplemental Schedules December 31, 1998 and 1997 (With Independent Auditors' Report Thereon) MARKEL CORPORATION RETIREMENT SAVINGS PLAN Table of Contents Page Independent Auditors' Report 1 Statements of Assets Available for Benefits - December 31, 1998 2 Statement of Assets Available for Benefits - December 31, 1997 3 Statements of Changes in Assets Available for Benefits - Year ended December 31, 1998 4 Statement of Changes in Assets Available for Benefits - Year ended December 31, 1997 5 Notes to Financial Statements - December 31, 1998 and 1997 6-11 Schedules 1 Line 27a - Schedule of Assets Held for Investment Purposes - December 31, 1998 12 2 Line 27d - Schedule of Reportable Transactions - Year ended December 31, 1998 13 Independent Auditors' Report The Board of Directors Markel Corporation The Administrative Committee Markel Corporation Retirement Savings Plan: We have audited the accompanying statements of assets available for benefits of the Markel Corporation Retirement Savings Plan (the Plan) as of December 31, 1998 and 1997, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Markel Corporation Retirement Savings Plan as of December 31, 1998 and 1997 and the changes in assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes (Schedule 1) and reportable transactions (Schedule 2) are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statements of assets available for benefits and the statements of changes in assets available for benefits is presented for purposes of additional analysis rather than to present the assets available for benefits and changes in assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. June 11, 1999 1 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Statement of Assets Available for Benefits (with fund information) December 31, 1998
Fidelity Fidelity Retirement Fidelity Company Fidelity Fidelity Equity Fidelity Money Stock Fidelity Stock Magellan Intermediate Income Puritan Market Selector Fidelity Overseas Fund Fund Bond Fund Fund Fund Fund Contrafund Fund ------- --------- ------------ -------- -------- --------- -------- ---------- -------- Investments, at fair value (note 3): Mutual funds $ -- 13,036,900 2,844,813 8,016,958 7,853,813 5,303,958 5,369,549 1,858,135 475,499 Markel Corporation common stock 23,468,471 -- -- -- -- -- -- -- -- Loans receivable -- -- -- -- -- -- -- -- -- ----------- ---------- --------- --------- --------- --------- --------- --------- ------- Total investments 23,468,471 13,036,900 2,844,813 8,016,958 7,853,813 5,303,958 5,369,549 1,858,135 475,499 ----------- ---------- --------- --------- --------- --------- --------- --------- ------- Receivables: Employer's contribution 151,602 37,357 10,094 25,852 18,770 24,145 17,411 10,863 3,134 Employees' contributions 32,448 50,842 13,907 38,251 28,041 23,013 23,991 16,906 5,979 ---------- ---------- --------- --------- --------- --------- --------- --------- ------- Total receivables 184,050 88,199 24,001 64,103 46,811 47,158 41,402 27,769 9,113 ---------- ---------- --------- --------- --------- --------- --------- --------- ------- Assets available for benefits $23,652,521 13,125,099 2,868,814 8,081,061 7,900,624 5,351,116 5,410,951 1,885,904 484,612 =========== ========== ========= ========= ========= ========= ========= ========= =======
Loan Fund Total ---- ----- Investments, at fair value (note 3): Mutual funds -- 44,759,625 Markel Corporation common stock -- 23,468,471 Loans receivable 1,429,937 1,429,937 --------- ---------- Total investments 1,429,937 69,658,033 --------- ---------- Receivables: Employer's contribution -- 299,228 Employees' contributions -- 233,378 --------- --------- Total receivables -- 532,606 --------- --------- Assets available for benefits 1,429,937 70,190,639 ========= ========== See accompanying notes to financial statements. 2 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Statement of Assets Available for Benefits (with fund information) December 31, 1997
Fidelity Fidelity Retirement Fidelity Company Fidelity Fidelity Equity Fidelity Money Stock Fidelity Stock Magellan Intermediate Income Puritan Market Selector Fidelity Overseas Fund Fund Bond Fund Fund Fund Fund Fund Contrafund Fund Investments, at fair value (note 3): Mutual funds $ - 9,332,899 2,508,910 6,920,401 6,454,488 4,849,491 4,591,926 1,881,550 285,777 Markel Corporation common stock 19,948,333 - - - - - - - - Loans receivable - - - - - - - - - ----------- --------- --------- --------- --------- --------- --------- --------- ------- Total investments 19,948,333 9,332,899 2,508,910 6,920,401 6,454,488 4,849,491 4,591,926 1,881,550 285,777 ----------- --------- --------- --------- --------- --------- --------- --------- ------- Receivables: Employer's contribution 100,810 23,932 6,511 17,212 11,651 20,745 10,925 6,903 2,226 Employees' contributions 21,023 32,097 9,797 26,182 17,856 18,881 16,817 11,772 4,202 ----------- --------- --------- --------- --------- --------- --------- --------- ------- Total receivables 121,833 56,029 16,308 43,394 29,507 39,626 27,742 18,675 6,428 ----------- --------- --------- --------- --------- --------- --------- --------- ------- Assets available for benefits $20,070,166 9,388,928 2,525,218 6,963,795 6,483,995 4,889,117 4,619,668 1,900,225 292,205 =========== ========= ========= ========= ========= ========= ========= ========= =======
Loan Fund Total Investments, at fair value (note 3): Mutual funds - 36,825,442 Markel Corporation common stock - 19,948,333 Loans receivable 1,380,580 1,380,580 --------- ---------- Total investments 1,380,580 58,154,355 --------- ---------- Receivables: Employer's contribution - 200,915 Employees' contributions - 158,627 --------- ---------- Total receivables - 359,542 --------- ---------- Assets available for benefits 1,380,580 58,513,897 ========= ========== See accompanying notes to financial statements. 3 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Statement of Changes in Assets Available for Benefits (with fund information) Year ended December 31, 1998
Fidelity Fidelity Retirement Fidelity Company Fidelity Fidelity Equity Fidelity Money Stock Fidelity Stock Magellan Intermediate Income Puritan Market Selector Fidelity Overseas Fund Fund Bond Fund Fund Fund Fund Fund Contrafund Fund ------- -------- ------------ ------- -------- -------- ------- ---------- ------ Additions to assets attributed to: Investment income: Net appreciation in fair value of investments (note 3) $ 3,287,493 2,629,486 25,015 454,984 308,743 -- 297,940 323,831 26,628 Loan repayments- interest, net -- -- -- -- -- -- -- -- -- Dividends/interest -- 588,055 162,979 441,457 783,072 264,986 385,329 137,874 9,195 ----------- --------- ------- ------- --------- ------- ------- ------- ------ 3,287,493 3,217,541 187,994 896,441 1,091,815 64,986 683,269 461,705 35,823 ----------- --------- ------- ------- --------- ------- ------- ------- ------ Contributions (note 2): Employer 1,377,721 337,681 92,001 240,888 184,349 253,707 156,074 84,509 34,777 Employee 461,563 646,288 192,542 566,224 375,187 278,118 438,093 201,375 90,398 ---------- -------- ------- -------- -------- -------- -------- ------- ------- 1,839,284 983,969 284,543 807,112 559,536 531,825 594,167 285,884 125,175 ---------- -------- ------- -------- -------- -------- -------- ------- ------- Total additions 5,126,777 4,201,510 472,537 1,703,553 1,651,351 796,811 1,277,436 747,589 160,998 ---------- --------- ------- --------- --------- -------- --------- ------- ------- Deductions from assets attributed to participant distributions and withdrawal 1,711,263 431,742 137,939 357,598 153,698 557,225 289,017 847,703 10,659 --------- --------- ------- ------- ------- ------- ------- ------- ------ Transfers between funds 221,426 (16,580) 14,869 (259,702) (101,214) 242,781 (221,469) 78,506 41,383 Transfers to/from loan account - net of repayments (54,585) (17,017) (5,871) 31,013 20,190 (20,368) 24,333 7,287 685 -------- ------- ------- ------- ------- ------- ------- ------ ------- Net increase (decrease) 3,582,355 3,736,171 343,596 1,117,266 1,416,624 461,999 791,283 (14,321) 192,407 Assets available for benefits: Beginning of year 20,070,166 9,388,928 2,525,218 6,963,795 6,483,995 4,889,117 4,619,668 1,900,225 292,205 ----------- ---------- --------- --------- --------- --------- --------- --------- ------- End of year $23,652,521 13,125,099 2,868,814 8,081,061 7,900,624 5,351,116 5,410,951 1,885,904 484,612 =========== ========== ========= ========= ========= ========= ========= ========= =======
Loan Fund Total ---- ----- Additions to assets attributed to: Investment income: Net appreciation in fair value of investments (note 3) -- 7,354,120 Loan repayments- interest, net 112,778 112,778 Dividends/interest -- 2,772,947 ------- ---------- 112,778 10,239,845 ------- ---------- Contributions (note 2): Employer -- 2,761,707 Employee -- 3,249,788 ------- ---------- -- 6,011,495 ------- ---------- Total additions 112,778 16,251,340 ------- ---------- Deductions from assets attributed to participant distributions and withdrawal 77,754 4,574,598 ------- --------- Transfers between funds -- -- Transfers to/from loan account - net of repayments 14,333 -- ------- ---------- Net increase (decrease) 49,357 11,676,742 Assets available for benefits: Beginning of year 1,380,580 58,513,897 --------- ---------- End of year 1,429,937 70,190,639 ========= ========== See accompanying notes to financial statements. 4 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Statement of Changes in Assets Available for Benefits (with fund information) Year ended December 31, 1997
Fidelity Company Fidelity Fidelity Equity Fidelity Stock Magellan Intermediate Income Puritan Fund Fund Bond Fund Fund Fund ---- ---- --------- ---- ---- Additions to assets attributed to: Investment income: Net appreciation in fair value of investments (note 3) $ 8,466,750 1,393,982 23,598 1,184,314 661,272 Loan repayments-interest, net -- -- -- -- -- Dividends/interest -- 604,986 160,662 371,740 513,456 ------------ ------------ ------------ ------------ ------------ 8,466,750 1,998,968 184,260 1,556,054 1,174,728 ------------ ------------ ------------ ------------ ------------ Contributions (note 2): Employer 386,886 545,402 174,357 510,832 376,148 Employee 1,279,995 302,725 90,574 217,209 167,978 ------------ ------------ ------------ ------------ ------------ 1,666,881 848,127 264,931 728,041 544,126 ------------ ------------ ------------ ------------ ------------ Total additions 10,133,631 2,847,095 449,191 2,284,095 1,718,854 ------------ ------------ ------------ ------------ ------------ Deductions from assets attributed to participant distri- butions and withdrawals 1,233,807 547,555 284,235 526,468 232,422 ------------ ------------ ------------ ------------ ------------ Transfers between funds (71,687) (447,917) (77,652) 230,808 (179,459) Transfers to/from loan account - net of repayments (28,341) 27,559 20,185 (17,603) 26,512 ------------ ------------ ------------ ------------ ------------ Net increase 8,799,796 1,879,182 107,489 1,970,832 1,333,485 Assets available for benefits: Beginning of year 11,270,370 7,509,746 2,417,729 4,992,963 5,150,510 ------------ ------------ ------------ ------------ ------------ End of year $ 20,070,166 9,388,928 2,525,218 6,963,795 6,483,995 ============ ============ ============ ============ ============
Fidelity Retirement Fidelity Money Stock Fidelity Market Selector Fidelity Overseas Loan Fund Fund Contrafund Fund Fund Total ---- ---- ---------- ---- ---- ----- Additions to assets attributed to: Investment income: Net appreciation in fair value of investments (note 3) -- 437,832 99,530 3,987 -- 12,271,265 Loan repayments-interest, net -- -- -- -- 120,474 120,474 Dividends/interest 260,983 543,128 176,366 14,073 -- 2,645,394 ------------ ------------ ------------ ------------ ------------ ------------ 260,983 980,960 275,896 18,060 120,474 15,037,133 ------------ ------------ ------------ ------------ ------------ ------------ Contributions (note 2): Employer 355,925 340,814 168,380 82,779 -- 2,941,523 Employee 325,245 130,944 79,398 29,619 -- 2,623,687 ------------ ------------ ------------ ------------ ------------ ------------ 681,170 471,758 247,778 112,398 -- 5,565,210 ------------ ------------ ------------ ------------ ------------ ------------ Total additions 942,153 1,452,718 523,674 130,458 120,474 20,602,343 ------------ ------------ ------------ ------------ ------------ ------------ Deductions from assets attributed to participant distri- butions and withdrawals 617,680 172,606 59,983 35,630 116,537 3,826,923 ------------ ------------ ------------ ------------ ------------ ------------ Transfers between funds (123,104) 291,458 331,384 46,169 -- -- Transfers to/from loan account - net of repayments (25,479) (3,552) (9,560) (339) 10,618 -- ------------ ------------ ------------ ------------ ------------ ------------ Net increase 175,890 1,568,018 785,515 140,658 14,555 16,775,420 Assets available for benefits: Beginning of year 4,713,227 3,051,650 1,114,710 151,547 1,366,025 41,738,477 ------------ ------------ ------------ ------------ ------------ ------------ End of year 4,889,117 4,619,668 1,900,225 292,205 1,380,580 58,513,897 ============ ============ ============ ============ ============ ============
5 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 (1) Summary of Significant Accounting Policies The following are the significant accounting policies followed by the Markel Corporation Retirement Savings Plan (the Plan). (a) Basis of Presentation The accompanying financial statements, which present the assets of the Plan and changes in those assets, have been prepared on the accrual basis of accounting. Accordingly, contributions to the Plan and investment income are recognized as earned; plan benefits and withdrawals are recorded when paid and net appreciation and depreciation of investments are recognized as they occur. Loans receivable represent loans to participants made against their vested balances as permitted by the Plan. (b) Use of Estimates Generally accepted accounting principles require the Administrative Committee of the Plan to make estimates and assumptions when preparing financial statements. Actual results could differ from those estimates. (c) Investments The fair value of Markel Corporation common stock is based upon the quoted price of stock as of the end of each year. Investments in Fidelity Mutual Funds are valued according to net asset values of the funds on the basis of fair values of the assets and liabilities thereof. Loan receivables in the Loan Fund are valued at the principal amount outstanding which approximates fair value. The change in the difference between the fair value and the cost of investments held at the beginning and end of each year, adjusted for realized gains or losses on investments sold during the year, is reflected in the statements of changes in assets available for benefits as appreciation or depreciation in the fair value of investments. The cost of investments sold is determined on the basis of average cost. Purchases and sales of investments are recorded on a settlement date basis. The recording of these transactions on a trade date basis would not have had a material impact on the accompanying financial statements. Income Taxes The Plan is in receipt of a favorable determination letter dated February 18, 1997, issued pursuant to Revenue Procedure 93-39, under Section 401(a) of the Internal Revenue Code, and the related trust is considered exempt from taxation under the provisions of Section 501(a). In addition, the plan administrator believes the Plan operated in compliance with the Plan document and current law for the years under audit. Accordingly, participants have not been taxed on their salary reduction contributions or investment earnings related to these contributions when received by the trustee under the Plan. Ordinarily, participants are subject to tax on these amounts when they receive distributions from the Plan. 6 Under normal circumstances, the Plan will not be taxed on its dividend and interest income or any capital gains realized by it or any unrealized appreciation on investments. (2) Summary of Significant Provisions of the Plan The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. (a) General The Plan is a defined contribution plan covering all employees of Markel Corporation and its wholly-owned subsidiaries (the Company). Employees, age eighteen or older, are eligible for the Plan upon date of employment, with matching Company contributions commencing after one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by an Administrative Committee appointed by the Chief Executive Officer of the Company. The assets of the Plan are held in trust under an agreement with Fidelity Management Trust Company, with administrative services provided by Fidelity Institutional Retirement Services Company, a division of Fidelity Investment Institutional Services Company, Inc. (Fidelity Investments or the Trustee). (b) Contributions Each year, the Company is obligated to contribute to the Plan, subject to certain limitations, an amount equal to 6% of each participant's compensation. The Company also contributes under the matching provision of the Plan an amount equal to 100% of the first 2% and 50% of the next 2% of each participant's contribution, not to exceed 3% of the participant's compensation for any such year. Participants may contribute, in whole percentage increments, up to 15% of their annual compensation, excluding bonuses, on a pre-tax basis. The allocation of both employer and employee contributions to the various funds is based upon the individual employee's election. However, one-third of the employer's contribution representing up to 3% of an employee's annual compensation, will be allocated to a restricted Company Stock Fund. Employee contributions, as shown in the accompanying statements of changes in assets available for benefits, include amounts rolled over into the Plan from other qualified plans totaling $718,758 and $617,211 for the years ended December 31, 1998 and 1997, respectively. (c) Participant Accounts Each participant's account is credited with the participant's and Company's contributions and earnings of the Plan. The posting of earnings is made on a quarterly or more frequent basis. (d) Vesting and Plan Termination Participants are immediately vested in their own contributions plus earnings thereon. Vesting in the Company's contributions is based on years of service as follows: Years of Vesting Service Vested Percentage ------------------------ ----------------- Less than two years of service 0% Two years of service 20% Three years of service 50% Four or more years of service 100% ======================== ================= 7 In accordance with the provisions of the Plan, any portion of the Company's contributions that has not vested at the time of a participant's withdrawal shall be forfeited by the participant and applied to reduce future Company contributions. During 1998 and 1997, forfeited amounts totaled $117,556 and $76,676, respectively. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. (e) Payment of Benefits Upon termination of service, participants may receive either a lump sum amount equal to the value of their vested account within 45 days of the quarter end in which termination occurred or their account will continue to be held in the trust fund until the participant reaches age 65 or dies, whichever occurs first. (f) Participant Loans The Plan contains a provision for loans to participants with the plan administrator's consent. Under the terms of the Plan, participants may borrow from their accounts a minimum of $1,000 up to the lesser of $30,000 or 30% of the vested value of the participant's account or under certain conditions up to a maximum of the lesser of $50,000 or 50%. Loans bear interest and are repayable in accordance with terms established by the Plan. (g) Investment Options The Plan offers nine investment fund options - the Company Stock Fund, the Fidelity Magellan Fund, the Fidelity Intermediate Bond Fund, the Fidelity Equity Income Fund, the Fidelity Puritan Fund, the Fidelity Retirement Money Market Fund, the Fidelity Stock Selector Fund, the Fidelity Contrafund and the Fidelity Overseas Fund. Participants in the Plan are able to direct into which Fund contributions are invested as discussed in note 2. Participants are allowed to change investment options daily and, accordingly, investment option changes have been recorded through interfund transfers in the accompanying statements of assets available for plan benefits and statements of changes in assets available for plan benefits. (3) Investments The Plan's investments are held by a trustee-administered trust fund. The following tables present the fair values of investments at December 31, 1998 and 1997 representing five percent or more of the Plan's assets at the end of the respective years: 8 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 December 31, 1998 -------------------------- Number of shares or Fair units value -------------------------- Markel Corporation common stock 129,660 $ 23,468,471 Mutual funds: Fidelity Magellan Fund 107,903 13,036,900 Fidelity Equity Income Fund 144,320 8,016,958 Fidelity Puritan Fund 391,321 7,853,813 Fidelity Retirement Money Market Fund 5,303,958 5,303,958 Fidelity Stock Selector Fund 187,027 5,369,549 ============ =========== December 31, 1997 -------------------------- Number of shares or Fair units value -------------------------- Markel Corporation common stock 127,772 $ 19,948,333 Mutual funds: Fidelity Magellan Fund 97,963 9,332,899 Fidelity Intermediate Bond Fund 246,697 2,508,910 Fidelity Equity Income Fund 132,044 6,920,401 Fidelity Puritan Fund 333,049 6,454,488 Fidelity Retirement Money Market Fund 4,849,491 4,849,491 Fidelity Stock Selector Fund 169,256 4,591,926 ============ =========== During 1998 and 1997, the Plan's investments (including investments bought, sold and held during the year) appreciated (depreciated) in fair value by $7,354,120 and $12,271,265, respectively, as follows: Year ended December 31, 1998 ------------------------ Markel Corporation common stock $ 3,287,493 Mutual funds: Fidelity Magellan Fund 2,629,486 Fidelity Intermediate Bond Fund 25,015 Fidelity Equity Income Fund 454,984 Fidelity Puritan Fund 308,743 Fidelity Stock Selector Fund 297,940 Fidelity Contrafund 323,831 Fidelity Overseas Fund 26,628 ------------------ Net change in fair value $ 7,354,120 ================== 9 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Notes to Financial Statements December 31, 1998 and 1997 Year ended December 31, 1997 ----------------- Markel Corporation common stock $ 8,466,750 Mutual funds: Fidelity Magellan Fund 1,393,982 Fidelity Intermediate Bond Fund 23,598 Fidelity Equity Income Fund 1,184,314 Fidelity Puritan Fund 661,272 Fidelity Stock Selector Fund 437,832 Fidelity Contrafund 99,530 Fidelity Overseas Fund 3,987 ------------------ Net change in fair value $ 12,271,265 ================== (4) Administrative Expenses The administrative expenses of the Plan have been paid by the Company. Expenses paid by the Company totaled approximately $10,724 and $18,296 for the years ended December 31, 1998 and 1997, respectively. (5) Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of assets available for benefits per the financial statements to the Form 5500: December 31, ---------------------------- 1998 1997 ------------- ---------- Assets available for benefits per the financial statements $ 70,190,639 58,513,897 Amounts allocated to withdrawing participants (1,374,563) (1,138,032) ------------- ----------- Assets available for benefits per the Form 5500 $ 68,816,076 57,375,865 ============= =========== 10 The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1998 ------------- Benefits paid to participants per the financial statements $ 4,574,598 Add: amounts allocated to withdrawing participants at December 31, 1998 1,374,563 Less: amounts allocated to withdrawing participants at December 31, 1997 1,138,032 ------------- Benefits paid to participants per the Form 5500 $ 4,811,129 ============= Year ended December 31, 1997 ------------- Benefits paid to participants per the financial statements $ 3,826,922 Add: amounts allocated to withdrawing participants at December 31, 1997 1,138,032 Less: amounts allocated to withdrawing participants at December 31, 1996 595,321 -------------- Benefits paid to participants per the Form 5500 $ 4,369,633 ============== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 11 Schedule 1 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Line 27a-Schedule of Assets Held for Investment Purposes December 31, 1998
Description of investment including maturity Identity of issue, date, rate of interest, borrower, lessor or collatral, par or Current similar party maturity value Cost value - ------------------- ------------------------- ---------- ------------ Markel Corporation* 129,660 shares of Markel Corporation common stock $ 7,274,771 23,468,471 Mutual Funds: Fidelity Investments* 107,903 shares of Fidelity Magellan Fund 7,543,400 13,036,900 Fidelity Investments* 277,002 shares of Fidelity Intermediate Bond Fund 2,485,704 2,844,813 Fidelity Investments* 144,320 shares of Fidelity Equity Income Fund 5,276,965 8,016,958 Fidelity Investments* 391,321 shares of Fidelity Puritan Fund 6,140,324 7,853,813 Fidelity Investments* 5,303,958 shares of Fidelity Retirement Money Market Fund 5,303,958 5,303,958 Fidelity Investments* 187,027 shares of Fidelity Stock Selector Fund 4,077,768 5,369,549 Fidelity Investments* 32,719 shares of Fidelity Contrafund 473,491 1,858,135 Fidelity Investments* 13,216 shares of Fidelity Overseas Fund 289,306 475,499 --------------- ---------------- Total mutual funds 31,590,916 44,759,625 Markel Corporation 1,429,937 in loan Retirement Savings Plan* receivables from participants 1,429,937 1,429,937 --------------- ---------------- Total investments $ 40,295,624 69,658,033 =============== ================
* Party-in-interest See accompanying independent auditors' report. 12 Schedule 2 MARKEL CORPORATION RETIREMENT SAVINGS PLAN Line 27d-Schedule of Reportable Transactions Year ended December 31, 1998
Current Expense value incurred of asset on Identity of Purchase Selling Lease with Cost of transaction Net party involved Description of assets price price rental transaction asset date gain - -------------- --------------------- ---------- -------- ------ ----------- --------- ------------ ------- Markel Purchased 15,222 shares Corporation* of common stock $2,490,640 N/A N/A N/A $2,490,640 $2,490,640 $ N/A Fidelity Purchased 1,841,901 Investments* shares of Fidelity Retirement Money Market Fund 1,841,901 N/A N/A N/A 1,841,901 1,841,901 N/A Markel Sold 13,334 shares Corporation* of common stock N/A 2,257,994 N/A N/A 923,443 2,257,994 1,334,551 Fidelity Investments* Sold 1,387,434 shares of Fidelity Retirement Money Market Fund N/A 1,387,434 N/A N/A 1,387,434 1,387,434 --
* Party-in-interest See accompanying independent auditors' report. 13 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the administrative committee members have duly caused this annual report to be signed on behalf by the undersigned hereunto duly authorized. MARKEL CORPORATION RETIREMENT SAVINGS PLAN /s/ Pamela J. Perrott By: _____________________________________ Administrative Committee Member Date: June 28, 1999 14 EX-23 2 EXHIBIT 23 Consent of Independent Auditors The Board of Directors Markel Corporation The Administrative Committee Markel Corporation Retirement Savings Plan: We consent to incorporation by reference in the registration statement No. 33-61598 on Form S-8 of Markel Corporation of our report dated June 11, 1999 relating to the statements of assets available for benefits of the Markel Corporation Retirement Savings Plan as of December 31, 1998 and 1997, the related statements of changes in assets available for benefits for the years then ended, which report is included in this annual report on Form 11-K. Richmond, Virginia June 28, 1999 15 -----END PRIVACY-ENHANCED MESSAGE-----