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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report : August 15, 1999
(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)
4551 Cox Road, Glen Allen, Virgina 23060-3382
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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 August 15, 1999, Markel Corporation (the "Company") and Terra Nova
(Bermuda) Holdings Ltd., a Bermuda corporation ("Terra Nova"), entered into an
Agreement and Plan of Merger and Scheme of Arrangement (the "Merger Agreement"),
providing, 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 the
Company 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 the Company and Terra Nova will be a wholly-owned subsidiary of MINT, which
will be renamed Markel Corporation.
Pursuant to the Scheme and the Merger, existing holders of Terra
Nova's common shares will receive at their election 0.184 of a share of common
stock of MINT ("MINT Shares") or $34.00 in cash for each of their shares,
subject to pro-ration to the extent the cash or stock elections exceed certain
maximum amounts specified in the Merger Agreement, and existing holders of the
common stock of the Company will receive one (1) MINT Share for each of their
shares.
In connection with the Merger, certain shareholders of the Company and
certain shareholders of Terra Nova have entered into stockholders agreements,
dated August 15, 1999 (the "Stockholders Agreements"), with the Company and
Terra Nova, pursuant to which such shareholders have agreed to vote their stock
in favor of the Merger Agreement and the transactions contemplated thereby.
Also on August 15, 1999, certain shareholders of Terra Nova have
entered into a registration rights agreement (the "Registration Rights
Agreement") with the Company, pursuant to which the Company has agreed to cause
MINT to grant such shareholders registration rights with respect to the MINT
Shares they will receive in the transaction.
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.
Copies of the Merger Agreement, the Stockholders Agreements, the
Registration Rights Agreement and the related press release are attached as
exhibits hereto and are incorporated herein by reference
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Agreement and Plan of Merger and
Scheme of Arrangement, dated as of
August 15, 1999, between Terra Nova
(Bermuda) Holdings Ltd. and
Markel Corporation
99.2 Stockholders Agreement, dated as
of August 15, 1999, among Markel
Corporation, Terra Nova (Bermuda)
Holdings Ltd. and the shareholders of
Terra Nova (Bermuda) Holdings Ltd.
named therein
99.3 Stockholders Agreement, dated as of August 15,
1999, among Markel Corporation, Terra Nova
(Bermuda) Holdings Ltd. and the
shareholders of Markel Corporation
named therein
99.4 Registration Rights Agreement, dated as of
August 15, 1999, among Virginia Holdings
Inc., Markel Corporation and the shareholders
of Terra Nova (Bermuda) Holdings Ltd.
named therein
99.5 Press Release, dated August 16, 1999
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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: August 20, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibit Page
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99.1 Agreement and Plan of Merger and
Scheme of Arrangement, dated as of
August 15, 1999, between Terra Nova
(Bermuda) Holdings Ltd. and
Markel Corporation..................................
99.2 Stockholders Agreement, dated as
of August 15, 1999, among Markel
Corporation, Terra Nova (Bermuda)
Holdings Ltd. and the shareholders of
Terra Nova (Bermuda) Holdings Ltd.
named therein.......................................
99.3 Stockholders Agreement, dated as of August 15,
1999, among Markel Corporation, Terra Nova (Bermuda)
Holdings Ltd. and the shareholders of Markel
Corporation named therein...........................
99.4 Registration Rights Agreement, dated as of
August 15, 1999, among Virginia Holdings
Inc., Markel Corporation and the shareholders
of Terra Nova (Bermuda) Holdings Ltd.
named therein.......................................
99.5 Press Release, dated August 16, 1999................
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