UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 [fee required] For the fiscal year ended December 31, 1996
Commission File Number 0-15458
MARKEL CORPORATION
(Exact name of registrant as specified in its charter)
A Virginia Corporation
IRS Employer Identification No. 54-0292420
4551 Cox Road, Glen Allen, Virginia 23060-3382
(Address of principal executive offices)
(Zip code)
Telephone (804) 747-0136
(Registrant's telephone number including area code)
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock,
no par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days . Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K . [ ]
The aggregate market value of the shares of the registrant's Common Stock held
by non-affiliates as of January 31, 1997 was approximately $394,282,224.
The number of shares of the registrant's Common Stock outstanding at January
31, 1997: 5,459,612.
DOCUMENTS INCORPORATED BY REFERENCE
The portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders scheduled to be held on May 13, 1997, referred to in Part III.
INDEX AND CROSS REFERENCES - FORM 10-K
ANNUAL REPORT
ITEM NO.
PART I
PAGE
1. Business 12-23
1a.Executive Officers of the Registrant 63
2. Properties (note 5) 35-36
3. Legal Proceedings (note 13) 43
4. Submission of
Matters to a Vote of
Security Holders NONE
PART II
5. Market for the Registrant's Common
Equity and Related Stockholder
Matters 62
6. Selected Financial Data 24-25
7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations 50-61
8. Financial Statements and Supplementary
Data
THE RESPONSE TO THIS ITEM IS SUBMITTED IN
ITEM 14.
9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosures NONE
PART III
10.Directors and Executive Officers
of the Registrant*
11.Executive Compensation*
12.Security Ownership of Certain Beneficial
Owners and Management*
13.Certain Relationships and Related
Transactions*
PART IV
14.Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
a. Documents filed as part of this Form
10-K
(1) Financial Statements Consolidated Balance Sheets at
December 31, 1996 and 1995 26
Consolidated Statements of Income
for the Years Ended December 31,
1996, 1995, and 1994 27
Consolidated Statements of Changes
in Shareholders' Equity for the Years
Ended December 31, 1996, 1995,
and 1994 28
Consolidated Statements of Cash
Flows for the Years Ended December
31, 1996, 1995, and 1994 29
Notes to Consolidated Financial
Statements for the Years Ended
December 31, 1996, 1995,
and 1994 30-47
(2) Schedules have been omitted since
they either are not required or are not
applicable, or the information called
for is shown in the Consolidated
Financial Statements.
(3) Index to Exhibits
b. Reports on Form 8-K. On November
13, 1996, the Company filed a report
on Form 8-K, reporting under Item 2
the acquisition of Investors Insurance
Holding Corp. and its subsidiaries
c. See Index to Exhibits and Item 14a(3)
d. See Index to Financial Statements
and Item 14a(2)
*Items Number 10, 11, 12, and 13 will be incorporated by reference from the
Registrant's 1997 Proxy Statement pursuant to instructions G(1) and G(3) of the
General Instructions to Form 10-K.
INDEX TO EXHIBITS
3 (i)Amended and Restated Articles of Incorporation, as amended (3.1)a
3 (ii) Bylaws, as amended (3.2)b
4 The registrant hereby agrees to furnish to the Securities and Exchange
Commission a copy of all instruments defining the rights of holders of long-term
debt of the registrant and subsidiaries shown on the Consolidated Balance Sheet
of registrant at December 31, 1996, and the respective Notes thereto, included
in this Annual Report on Form 10-K.
Management Contracts or Compensatory Plans required to be filed (Items 10.1
- - 10.7)
10.1 Markel Corporation 1986 Stock Option Plan as amended (4(d))c
10.2 Markel Corporation 1989 Non-Employee Directors Stock Option Plan (A)d
10.3 Markel Corporation 1993 Incentive Stock Plan (10.3)e
10.4 Executive Employment Agreement between Markel Corporation and Alan I.
Kirshner dated as of October 1, 1991 (10.5)f
10.5 Executive Employment Agreement between Markel Corporation and Anthony
F. Markel dated as of October 1, 1991 (10.6)f
10.6 Executive Employment Agreement between Markel Corporation and Steven
A. Markel dated as of October 1, 1991 (10.7)f
10.7 Executive Employment Agreement between Markel Corporation and Darrell
D. Martin dated as of March 1, 1992 (10.8)f
10.8(a) Lease Agreement dated July 21, 1995 between Prudential Insurance
Company of America and Registrant related to premises located at 4551 Cox Road,
Glen Allen, Virginia (10.9a) g
10.8(b) Lease Agreement dated July 21, 1995 between Prudential Insurance
Company of America and Registrant related to premises located at 4600 Cox Road,
Glen Allen, Virginia (10.9b)g
21 Subsidiaries of Markel Corporation
23 Consent of independent auditors to incorporation by reference of certain
reports into the Registrant's Registration Statements on Form S-8 and S-4
27 Financial Data Schedule
a. Incorporated by reference from the exhibit shown in parenthesis filed
with the Commission in the Registrant's 1990 Form 10-K Annual Report
b. Incorporated by reference from the exhibit shown in parentheses filed
with the Commission in the Registrant's 1992 Form 10-K Annual Report
c. Incorporated by reference from the exhibit shown in the parenthesis
filed with the Commission on May 25, 1989 in the Registrant's Registration
Statement on Form S-8 (Registration No. 33-28921)
d. Incorporated by reference from the exhibit
65
Markel Corporation & Subsidiaries
Commission in the Registrant's Proxy Statement for the Annual Meeting of
Shareholders held on May 15, 1989, as filed with the Commission
e. Incorporated by reference from the exhibit shown in parentheses filed
with the Commission in the Registrant's 1994 Form 10-K Annual Report
f. Incorporated by reference from the exhibit shown in the parentheses
filed with the Commission in the Registrant's 1991 Form 10-K Annual Report
g. Incorporated by reference from the exhibit shown in parentheses filed
with the Commission in the Registrant's 1995 Form 10-K Annual Report
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
By: Steven A. Markel
Vice Chairman
March 24, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signatures Title
Alan I. Kirshner*, Chief Executive Officer
and Chairman of the
Board of Directors
Anthony F. Markel*, President, Chief
Operating Officer and
Director
Steven A. Markel*, Vice Chairman and
Director
Darrell D. Martin*, Executive Vice
President,Chief
Financial Officer and
Director (Principal
Accounting Officer)
Leslie A. Grandis*, Director
Stewart M. Kasen*, Director
Gary L. Markel*, Director
V. Prem Watsa*, Director
*Signed as of March 24, 1997.
66
APPENDIX
MARKEL CORPORATION
Statement of Differences
1. The pages in the electronic filing do not correspond to the pages in the
printed document because there is more material on each page of the
printed document. The printed Annual Report and Form 10-K also contains
numerous charts, graphs and pictures not incorporated into the
electronic Form 10-K.
2. The information on pages 64 and 65 of the printed document, i.e. the
10-K cover sheet and index, have been repositioned on pages 1 and 2 of
the electronic document for ease of reference.