SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: February 21, 2001
(Date of earliest event reported)
Markel Corporation
(Exact name of registrant as specified in its charter)
Virginia 001-15811 54-1959284
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
4521 Highwoods Parkway
Glen Allen, Virginia 23060-6148
(804) 747-0136
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On February 21, 2001, Markel Corporation, a Virginia corporation
("Markel") entered into an Underwriting Agreement and the Pricing Agreement
constituting a part thereof, each dated February 21, 2001 (together, the
"Underwriting Agreement"), among the Company, the selling shareholders named
therein (the "Selling Shareholders") and Goldman, Sachs & Co., Credit Suisse
First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
as Representatives of the several underwriters (the "Underwriters") named in
Annex I thereto. The Underwriting Agreement provided for the sale by Markel of
1,078,940 of its common shares, no par value ("Common Shares") and for the sale
of 321,060 Common Shares by the Selling Shareholders. Markel also granted the
Underwriters an option to acquire 210,000 additional Common Shares which the
Underwriters exercised in full. The Common Shares were registered by Markel as
part of a Registration Statement relating to $421 million of various securities
on Form S-3 under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement (File No. 333-52544), was declared effective on January
24, 2001. On February 23, 2001, Markel filed with the Securities and Exchange
Commission, pursuant to Rule 424(b)(5) under the Act, its Prospectus, dated
January 24, 2001 and Prospectus Supplement, dated February 21, 2001, pertaining
to the offering and sale of Common Shares pursuant to the Underwriting
Agreement.
Net proceeds, before expenses, received by the Company were
approximately $198.4 million. With the new issue, Markel has approximately 8.6
million Common Shares outstanding. A copy of the Underwriting Agreement is filed
herewith as Exhibit 1.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1.1 Underwriting Agreement and Pricing Agreement constituting a part thereof,
each dated February 21, 2001 among Markel Corporation, the selling shareholders
named therein and Goldman, Sachs & Co., Credit Suisse First Boston Corporation
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of
the several underwriters named in Annex I thereto.
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
Date: March 1, 2001 By: /s/ Darrell D. Martin
-------------------------------------
Name: Darrell D. Martin
Title: Executive Vice President and
Chief Financial Officer