-----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, FlMROpitmoyIsr+JNSnpmmzDMacFWObgSCQ7QXyZ9uBd/9hr9fpQVtwP+TloeQp8 xHydVh7KSD4ah3OLM2FvAA== 0000950123-99-007980.txt : 19990826 0000950123-99-007980.hdr.sgml : 19990826 ACCESSION NUMBER: 0000950123-99-007980 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990825 SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 005-39299 FILM NUMBER: 99699425 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 FILED BY: 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 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 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Markel Corporation (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 570535104 (CUSIP Number) Jean M. Waggett Senior Vice President and General Counsel Terra Nova (Bermuda) Holdings Ltd. Richmond House, 12 Par-la-Ville Road Hamilton, HM 08, Bermuda (441) 292-7731 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 1999 (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 Sections 240.13d-1(3), 240.13d-1(f) or 240.13d-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 Section 240.13d-7(b) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes 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). * 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. 2 SCHEDULE 13D CUSIP No. 570535104 Page 2 of 12 Pages (1) Names of Reporting Persons Terra Nova (Bermuda) Holdings Ltd. S.S. or I.R.S. Identification Nos. of Above Persons N/A - -------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [X] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds OO - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Bermuda - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 0 Beneficially Owned ----------------------------------------------------- by Each Reporting (8) Shared Voting Power 914,426 Person With ----------------------------------------------------- (9) Sole Dispositive Power 0 ----------------------------------------------------- (10) Shared Dispositive Power 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 914,426 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 16.3% - -------------------------------------------------------------------------------- (14) Type of Reporting Person HC, IC 3 SCHEDULE 13D CUSIP No. 570535104 Page 3 of 12 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, no par value (the "Common Stock"), of Markel Corporation, a Virginia corporation ("Markel") with principal executive offices at 4551 Cox Road, Glen Allen, VA 23060-3392. ITEM 2. IDENTITY AND BACKGROUND. (a) The name of the reporting person is Terra Nova (Bermuda) Holdings Ltd., a holding company organized under the laws of Bermuda ("Terra Nova"). The names of the directors and executive officers of Terra Nova are set forth on Schedule 1 filed herewith, which is incorporated herein by reference. (b) Terra Nova's business address is Richmond House, 12 Par-la-Ville Road, Hamilton, HM08, Bermuda. The business address of each of the directors and executive officers of Terra Nova is set forth on Schedule 1, which is incorporated herein by reference. (c) Terra Nova is engaged in providing specialty property, casualty, marine and aviation insurance and reinsurance. The present principal occupation of each of the directors and executive officers of Terra Nova is set forth on Schedule 1, which is incorporated herein by reference. (d) Terra Nova has not, and to the best of its knowledge, none of the executive officers and directors of Terra Nova listed on Schedule 1 filed herewith has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Terra Nova has not, and to the best of its knowledge, none of the executive officers and directors of Terra Nova listed on Schedule 1 filed herewith has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is 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. (f) As stated in paragraph (a) above, Terra Nova is organized under the laws of Bermuda. The citizenship for each of the directors and executive officers of Terra Nova is set forth on Schedule 1, which is incorporated herein by reference. 4 SCHEDULE 13D CUSIP No. 570535104 Page 4 of 12 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Terra Nova may be deemed to have acquired shared beneficial ownership of 914,426 shares of Markel's Common Stock pursuant to a stockholders agreement entered into as of August 15, 1999 among Markel, Terra Nova and certain of Markel's shareholders (the "Stockholders Agreement"), as described more fully in Item 4 hereof. The Stockholders Agreement was entered into in connection with, and as inducement for Terra Nova to enter into, an Agreement and Plan of Merger and Scheme of Arrangement with Markel, dated as of August 15, 1999 (the "Merger Agreement"), as described more fully in Item 4 hereof. ITEM 4. PURPOSE OF TRANSACTION. The Merger Agreement provides, subject to the terms and conditions set forth therein, for (i) the merger ("Merger") of MINT Sub Ltd., a corporation to be organized under the laws of Virginia as a wholly-owned subsidiary of Virginia Holdings Inc. ("MINT"), a corporation to be organized under the laws of Virginia, with and into Markel and (ii) a Scheme of Arrangement between Terra Nova and certain of its shareholders (the "Scheme"). Upon completion of the Merger and the Scheme, each of Markel and Terra Nova will be a wholly-owned subsidiary of MINT, which will be renamed Markel Corporation. The consummation of the transactions contemplated by the Merger Agreement is subject to regulatory approvals and the satisfaction or waiver of a number of other conditions as more fully described in the Merger Agreement. In connection with the Merger, and as an inducement to Terra Nova to enter into the Merger Agreement, the shareholders of Markel set forth in Item 5 (each a "Stockholder" and, collectively, the "Stockholders"), who collectively own 914,426 shares of the Common Stock of Markel, representing 16.3% of the Common Stock currently outstanding, have entered into a Stockholders Agreement, dated as of August 15, 1999, with Markel and Terra Nova (the "Stockholders Agreement"). Pursuant to the terms of the Stockholders Agreement, as long as the Stockholders Agreement is in force, each Stockholder irrevocably appoints Terra Nova or any designee the lawful agent, attorney and proxy of such Stockholder to vote the shares of Markel's Common Stock held of record or beneficially by such Stockholder (collectively, the "Shares") (i) in favor of the Scheme, the execution and delivery by Markel of the Merger Agreement and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement, the Stockholders Agreement and any actions required in furtherance thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Markel under the Merger Agreement or 5 SCHEDULE 13D CUSIP No. 570535104 Page 5 of 12 Pages the Stockholders Agreement; and (iii) against the following actions (other than the Scheme and the transactions contemplated by the Merger Agreement): (1) any extraordinary corporate transaction, such as a merger, consolidation, amalgamation or other business combination involving Markel or its subsidiaries; (2) a sale, lease or transfer, of a material amount of assets of Markel or its subsidiaries or a reorganization, recapitalization, dissolution or liquidation of Markel or its subsidiaries; (3) (a) any change in the majority of the Board of Directors of Markel; (b) any material change in the present capitalization of Markel or any material amendment of Markel's certificate of incorporation and memorandum of association; (c) any other material change in Markel's corporate structure or business; or (d) any other action which, is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Scheme or the transactions contemplated by the Merger Agreement or the Stockholders Agreement or the contemplated economic benefits of any of the foregoing. The Stockholders have also agreed, while the Stockholders Agreement is in force, not to sell, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of, any of the Shares, or grant any proxies, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares or take any action that would make any representation or warranty of such Stockholder contained in the Stockholders Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing his or its obligations under the Stockholders Agreement. The Stockholders Agreement terminates at the earlier of the effective time of the Merger and the Scheme or the termination of the Merger Agreement in accordance with its terms. The Merger Agreement provides that the parties thereto shall procure at the effective time of the Scheme, that only those directors of Terra Nova and such additional persons, in each case who shall be designated by MINT shall remain or be elected to serve as directors of Terra Nova, each of such directors to hold office in accordance with the applicable provisions of the articles of association of Terra Nova and until their successors shall be elected or appointed and shall duly qualify. Following the Merger, Markel will become a wholly-owned subsidiary of MINT. The shares of Common Stock will be delisted from the New York Stock Exchange and will be eligible for termination of registration under Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. 6 SCHEDULE 13D CUSIP No. 570535104 Page 6 of 12 Pages The Merger Agreement and the Stockholders Agreement are incorporated herein by reference. The descriptions of the Merger and the Scheme, and the terms of the Merger Agreement and the Stockholders Agreement, contained herein are summaries, and qualified in their entirety by reference to the Exhibits 1 through 3 hereto which are incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Reference is made to rows (11) and (13) of the cover page. Pursuant to the Stockholders Agreement, Terra Nova may be deemed to be the beneficial owner of 914,426 shares of Markel's Common Stock, representing approximately 16.3% of the 5,593,091 shares of Markel's Common Stock outstanding as of July 28, 1999, as reported in Markel's Form 10-Q filed with the Securities and Exchange Commission on July 29, 1999. (b) Reference is made to rows (7) through (10) of the cover page. By reason of the Stockholders Agreement, Terra Nova may be deemed to share power to direct the vote of 914,426 shares of Common Stock with the Stockholders. The Stockholders, as persons with whom the power to vote or direct the vote or to dispose or direct the disposition of the Shares is shared, are Steven A. Markel, Anthony F. Markel and Alan I. Kirshner. Steven A. Markel is the beneficial owner of 470,361 shares of Common Stock, Anthony F. Markel is the beneficial owner of 341,763 shares of Common Stock and Alan I. Kirshner is the beneficial owner of 102,302 shares of Common Stock. The business address of all Stockholders is Markel Corporation, 4551 Cox Road, Glen Allen, Virginia 23060-3392. To the best of Terra Nova'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 Markel and the Stockholders contained herein is based on publicly available information. 7 SCHEDULE 13D CUSIP No. 570535104 Page 7 of 12 Pages (c) Except as described in Item 4, none of Terra Nova, its executive officers or directors has effected any transactions in Markel's Common Stock in the last sixty days. (d) No person other than any Stockholder is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by Terra Nova. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except for the Merger Agreement and the Stockholders Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between Terra Nova and, to the knowledge of Terra Nova, the executive officers and directors of Terra Nova and any other person with respect to any securities of Markel. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit No. 1 The Stockholders Agreement by and among Markel Corporation, Terra Nova (Bermuda) Holdings Ltd. and the shareholders of Markel Corporation named therein dated as of August 15, 1999 (incorporated herein by reference to Exhibit 99.3 to Markel's Form 8-K filed August 20, 1999, File No. 001-13051 (the "Form 8-K")). 2 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 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K). 8 SCHEDULE 13D CUSIP No. 570535104 Page 8 of 12 Pages Schedule 1 The directors of Terra Nova are as follows: John J. Dwyer, Chairman John J. Byrne Mark J. Byrne Robert S. Fleischer Steven J. Gilbert David L. Jaffe Hugh P. Lowenstein Philip F. Petronis Nigel H. J. Rogers Jerry S. Rosenbloom The executive officers of Terra Nova are as follows:
Chairman John J. Dwyer President and Chief Executive Officer Nigel H. J. Rogers Senior Vice-President and Chief Financial Officer William J. Wedlake Senior Vice-President, General Counsel and Secretary Jean M. Waggett Chief Investment Officer Ian L. Bowden Group Chief Actuary John E. O'Neill
If no business or residence address is given, the executive officer's or director's business address is Terra Nova (Bermuda) Holdings Ltd., Richmond House, 12 Par-la-Ville Road, Hamilton, HM08, Bermuda.
Name and Address Principal Occupation Citizenship John J. Byrne Director, Terra Nova U.S.A. 80 South Main Street Director, Financial Security Assurance Hanover, NH 03755 Holdings Ltd. Director, White Mountains Holdings Mark J. Byrne Chairman and President, West End Ireland Crawford House Capital Management (Bermuda) Limited 23 Church Street Hamilton HM 11, Bermuda
9 SCHEDULE 13D CUSIP No. 570535104 Page 9 of 12 Pages
John J. Dwyer Chairman of Board, Terra Nova U.S.A. Robert S. Fleischer Managing Director, Donaldson, Lufkin U.S.A. 277 Park Avenue & Jenrette Securities Corporation Inc. New York, NY 10172 Steven J. Gilbert Chairman, Gilbert Global Equity U.S.A. c/o Westbroke Ltd. Partners (Bermuda) Ltd. Richmond House 12 Par-la-Ville Road Hamilton HMDX Bermuda David L. Jaffe Managing Director, DLJ Merchant U.S.A. 277 Park Avenue Banking, Inc. New York, NY 10172 Hugh P. Lowenstein Founder and Owner, Shore Capital U.S.A. Shore Capital Ltd. Limited P.O. Box HS 92 Harrington Sound HSBX Bermuda Philip F. Petronis Executive Vice President, Guy U.S.A. Guy Carpenter & Company, Carpenter & Company, Inc. Inc. Two World Trade Center 52nd Floor New York, NY 10048 Nigel H.J. Rogers President and Chief Executive Officer, U.K. Terra Nova Jerry S. Rosenbloom Frederick H. Ecker Professor of U.S.A. The Wharton School Insurance and Risk Management at The University of Pennsylvania Wharton School, University of 308 Colonial Penn Center Pennsylvania 3641 Locust Walk Philadelphia, PA 19104 William J. Wedlake Senior Vice President and Chief U.K. Financial Officer, Terra Nova
10 SCHEDULE 13D CUSIP No. 570535104 Page 10 of 12 Pages
Jean M. Waggett Senior Vice President, General Counsel U.S.A. and Secretary, Terra Nova Ian L. Bowden Chief Investment Officer, Terra Nova U.K. John E. O'Neill Group Chief Actuary, Terra Nova U.K.
11 SCHEDULE 13D CUSIP No. 570535104 Page 11 of 12 Pages 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. Dated: August 25, 1999 TERRA NOVA (BERMUDA) HOLDINGS LTD. By: /s/ Jean M. Waggett ----------------------------------- Name: Jean M. Waggett Title: Senior Vice President and General Counsel 12 SCHEDULE 13D CUSIP No. 570535104 Page 12 of 12 Pages INDEX OF EXHIBITS Exhibit No. 1 The Stockholders Agreement by and among Markel Corporation, Terra Nova (Bermuda) Holdings Ltd. and the shareholders of Markel Corporation named therein dated as of August 15, 1999 (incorporated herein by reference to Exhibit 99.3 to Markel's Form 8-K filed August 20, 1999, File No. 001-13051 (the "Form 8-K")). 2 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 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K). -----END PRIVACY-ENHANCED MESSAGE-----