-----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, BJ9NXaSdTF4rHvEqDPXDKRZWkYbNlYY5xNRzkTHylWcHklRVZ2Y624Yba3tHwJy8 Gab8QqR0HHR374C7RpTFFQ== 0000916641-96-000567.txt : 19960710 0000916641-96-000567.hdr.sgml : 19960710 ACCESSION NUMBER: 0000916641-96-000567 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960709 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVEMCO CORP CENTRAL INDEX KEY: 0000008802 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 520733935 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-19598 FILM NUMBER: 96592423 BUSINESS ADDRESS: STREET 1: 411 AVIATION WAY CITY: FREDERICK STATE: MD ZIP: 21701 BUSINESS PHONE: 3016945700 MAIL ADDRESS: STREET 1: 411 AVIATION WAY CITY: FREDERICK STATE: MD ZIP: 21701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARKEL CORP CENTRAL INDEX KEY: 0000803509 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 540292420 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/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 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* Avemco Corporation --------------------------- (Name of Issuer) Common Stock --------------------------- (Title of Class of Securities) 053555108 --------------------------- (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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 the disclosures provided in a prior cover page. The information required in 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.053555108 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Markel Corporation 54-0292420 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) SEC Use Only . . . . . . . . . . . . . . . . . . . . 4) Citizenship or Place of Organization Virginia Corporation Number of Shares (5) Sole Voting Power -0- Beneficially Owned by Each Reporting (6) Shared Voting Power 855,500 Person With (7) Sole Dispositive Power -0- (8) Shared Dispositive Power 855,500 9) Aggregate Amount Beneficially Owned by Each Reporting Person 855,500 10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) . . . . . . . . . . . . . 11) Percent of Class Represented by Amount in Row 9 10.2% 12) Type of Reporting Person (See Instructions) HC, CO Cover Page 2 CUSIP NO.053555108 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Evanston Insurance Company 36-2950161 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) SEC Use Only . . . . . . . . . . . . . . . . . . . . 4) Citizenship or Place of Organization Illinois Corporation Number of Shares (5) Sole Voting Power -0- Beneficially Owned by Each Reporting (6) Shared Voting Power 620,000 Person With (7) Sole Dispositive Power -0- (8) Shared Dispositive Power 620,000 9) Aggregate Amount Beneficially Owned by Each Reporting Person 620,000 10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) . . . . . . . . . . . . . 11) Percent of Class Represented by Amount in Row 9 7.4% 12) Type of Reporting Person (See Instructions) IC, CO Cover Page 3 CUSIP NO.053555108 Page 4 of 8 Item 1 (a). Name of Issuer: Avemco Corporation Item 1 (b). Address of Issuer s Principal Executive Offices: 411 Aviation Way Frederick, Maryland 21701 Item 2 (a). Name of Person Filing: See Item 1 of Cover Pages which information is incorporated by reference Item 2 (b). Address of Principal Business Office or, if none, Residence: 4551 Cox Road Glen Allen, Virginia 23060 Item 2 (c). Citizenship: Not applicable Item 2 (d). Title of Class of Securities: Common Stock Item 2 (e). CUSIP Number: 053555108 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, Markel Corporation, is a parent holding company in accordance with Rule 13-1(b)(ii)(G).(Note:See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: See Items 4, 9 and 11 of Cover Pages which information is incorporated by reference (b) Percent of Class: See Items 4, 9 and 11 of Cover Pages which information is incorporated by reference CUSIP NO.053555108 Page 5 of 8 (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: See Items 4, 9 and 11 of Cover Pages which information is incorporated by reference (ii) shared power to vote or to direct the vote: See Items 4, 9 and 11 of Cover Pages which information is incorporated by reference (iii)sole power to dispose or to direct the disposition of: See Items 4, 9 and 11 of Cover Pages which information is incorporated by reference (iv) shared power to dispose or to direct the disposition of: See Items 4, 9 and 11 of Cover Pages which information is incorporated by reference Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Essex Insurance Company, Evanston Insurance Company, Lincoln Insurance Company and Markel Insurance Company, each subsidiaries of Markel Corporation and each advised by Markel Gayner Asset Management Corporation, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Avemco Corporation. Evanston Insurance Company owns 620,000 or approximately 7.4% of Avemco Corporation s outstanding shares. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A and B. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. CUSIP NO.053555108 Page 6 of 8 Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. July 9,1996 Date Alan I. Kirshner Signature Alan I. Kirshner, Chairman Name/Title CUSIP NO.053555108 Page 7 of 8 EXHIBIT A SCHEDULE 13G Pursuant to the instructions in Item 7 of Schedule 13G, Markel Gayner Asset Management Corporation, ( Markel Gayner ) 4551 Cox Road, Glen Allen, Virginia 23060, a wholly owned subsidiary of Markel Corporation and an investment adviser registered under the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 855,500 shares or 10.2% of the outstanding Common Stock of Avemco Corporation (the Company ) as a result of acting as investment adviser to Essex Insurance Company (Essex), Evanston Insurance Company (EIC), Lincoln Insurance Company (LIC) and Markel Insurance Company (MIC) each wholly owned subsidiaries of Markel Corporation. Markel Corporation, through its control of Markel Gayner, Essex, EIC, LIC and MIC shares the power to direct the voting and disposition of shares of Common Stock of the Company held by those entities. CUSIP NO.053555108 Page 8 of 8 EXHIBIT B RULE 13d-1(f) AGREEMENT The undersigned persons on this 9th day of July, 1996, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Avemco Corporation. MARKEL CORPORATION MARKEL INSURANCE COMPANY By: Alan I. Kirshner By: Alan I. Kirshner Title: Chairman Title: Chairman ESSEX INSURANCE COMPANY MARKEL GAYNER ASSET MANAGEMENT CORPORATION By: Alan I. Kirshner By: Thomas S. Gayner Title: Chairman Title: President EVANSTON INSURANCE COMPANY By: Anthony F. Markel Title: Chairman LINCOLN INSURANCE COMPANY By: Alan I. Kirshner Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----