UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 24, 2000
TERRA NOVA (BERMUDA) HOLDINGS, LTD
(Exact name of registrant as specified in its charter)
Bermuda
(State or other jurisdiction of incorporation or organization)
1-13832 Not Applicable
(Commission (I.R.S. employer
file number) identification number)
Richmond House, 12 Par-la-Ville Road, Hamilton HM08, Bermuda
(Address of principal executive offices) (Zip code)
Telephone: (441) 292-7731
(Registrants telephone number, including area code)
None.
(Former name, former address and former fiscal year,
if changed since last report)
Item 1. Changes in Control of Registrant
On March 24, 2000 Markel Corporation, formerly Markel Holdings, Inc., ("Markel")
completed its acquisition of Terra Nova (Bermuda) Holdings Ltd. ("Terra Nova")
pursuant to an Agreement and Plan of Merger and Scheme of Arrangement dated as
of August 15, 1999, as amended (the "Agreement"). As a result of the
transaction, Terra Nova and Markel North America Inc., formerly Markel
Corporation, became wholly owned subsidiaries of Markel. Markel issued
approximately 1.75 million common shares and contingent value rights and paid
approximately $325 million in cash to Terra Nova shareholders in the
transaction. Total consideration paid for Terra Nova was approximately $662
million, including $12 million of direct acquisition costs and $31.5 million of
Terra Nova shares purchased by Markel in the open market. Markel funded the
transaction with available cash of approximately $123.5 million, issuance of
Markel's common shares and contingent value rights of $293.5 million and
borrowings of approximately $245 million under Markel's $400 million credit
facility. In addition, Terra Nova's $175 million of debt will remain
outstanding. Former Markel Corporation shareholders received approximately 5.6
million of Markel's common shares in the transaction.
In accordance with the Agreement, John J. Byrne, Mark J. Byrne and Nigel H. J.
Rogers, each former directors of Terra Nova, became directors of Markel upon
consummation of the transaction.
Item 7. Financial Statements, Pro Forma Condensed Consolidated Financial
Information and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
The Exhibits listed on the Exhibit Index are filed as part of this report.
SIGNATURES
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 hereunto duly authorized.
TERRA NOVA (BERMUDA) HOLDINGS LTD.
Date: April 10, 2000 By: Darrell D. Martin
---------------------
Director
EXHIBIT INDEX
2 Agreement and Plan of Merger and Scheme of Arrangement dated August 15,
1999, among Markel Corporation and Terra Nova (Bermuda) Holdings, Ltd., as
amended /a/
4 Credit Agreement dated December 21, 1999, as amended among Markel
Corporation, Markel Holdings, the lenders referred to herein and First
Union National Bank, as Agent (4) /b/
/a/ Incorporated by reference from Appendix A to the Revised Proxy
Statement/Prospectus dated February 10, 2000.(Registration Statement No.
333-88609)
/b/ Incorporated by reference from Exhibit 4 to Markel Holdings, Inc. Form
10-K dated March 17, 2000.