WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 3, 2000
(Date of earliest event reported)
Markel Corporation
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(Exact name of registrant as specified in its charter)
Virginia 1-13051 54-0292420
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
4521 Highwoods Parkway, Glen Allen, Virginia 23060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(804) 747-0136
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Item 5. Other Information.
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On January 31, 2000, Markel Corporation (the "Company") and Terra Nova
(Bermuda) Holdings Ltd. ("Terra Nova") jointly announced that they had entered
into definitive agreements ("Amendment No. 2") to revise the terms of their
Agreement and Plan of Merger and Scheme of Arrangement dated August 15, 1999
(the "Merger Agreement"), and that their respective Boards of Directors had
approved the revised transaction.
Under the revised agreement, Terra Nova shareholders would be entitled
to receive, for each ordinary share, $13.00 in cash, 0.07027 of a common share
of a new holding company and 0.07027 of a contingent value right ("CVR"). The
CVR is intended to increase the likelihood that a Terra Nova shareholder will be
able to realize a minimum value of $185 for each holding company share received.
Each Markel shareholder would continue to be entitled to receive for each
common share, one common share of the new holding company. Upon completion of
the transaction the holding company will be renamed Markel Corporation. In
addition, the companies have agreed that no dividend will be paid by Terra Nova
in the first quarter.
Shareholder Meetings currently scheduled for February 10, 2000 will be
adjourned to a later date, to be announced, to consider the revised transaction.
The adjourned meetings are expected to be held approximately 30 days after
revised proxy materials are mailed to the shareholders.
A copy of Amendment No. 2 is attached as an exhibit hereto and is
incorporated herein by reference. The Merger Agreement is incorporated herein
by reference.
On February 1, 2000, the Company issued a press release announcing its
results of operations for 1999, a copy of which is attached as an exhibit hereto
and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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99.1 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 (included as Appendix A to the joint proxy
statement/prospectus filed as part of Amendment No. 3 to Markel
Holdings Inc.'s Form S-4 (Registration No. 333-88609), filed on
December 21, 1999) is incorporated herein by reference.
99.2 Amendment No. 2 to the Agreement and Plan of Merger and Scheme of
Arrangement dated as of January 28, 2000.
99.3 Press Release, dated January 31, 2000, included in Markel Corporation's
Schedule 14A filed on January 31, 2000, is incorporated herein by
reference.
99.4 Press Release, dated February 1, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MARKEL CORPORATION
(Registrant)
By: /s/ Darrell D. Martin
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Name: Darrell D. Martin
Title: Executive Vice President
and Chief Financial Officer
Date: February 4, 2000
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EXHIBIT INDEX
Exhibit
Number Exhibit Page
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99.1 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 (included as Appendix A to the
joint proxy statement/prospectus filed
as part of Amendment No. 3 to Markel
Holdings Inc.'s Form S-4 (Registration
No. 333-88609), filed on December 21, 1999)
is incorporated herein by reference.
99.2 Amendment No. 2 to the Agreement and Plan
of Merger and Scheme of Arrangement dated
as of January 28, 2000.
99.3 Press Release, dated January 31, 2000,
included in Markel Corporation's Schedule
14A filed on January 31, 2000, is
incorporated herein by reference.
99.4 Press Release, dated February 1, 2000.
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