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: November 15, 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 November 15, 2001, Markel Corporation, a Virginia corporation ("Markel")
entered into an Underwriting Agreement and the Pricing Agreement constituting a
part thereof, each dated November 15, 2001 (together, the "Underwriting
Agreement"), between the Company, and Goldman, Sachs & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and Salomon Smith Barney Inc. as
Representatives of the several underwriters (the "Underwriters") named in
Schedule I thereto. The Underwriting Agreement provided for the sale by Markel
of 1,200,000 of its common shares, no par value ("Common Shares"). Markel also
granted the Underwriters an option to acquire 180,000 additional Common Shares.
The Common Shares were registered by Markel as part of a Registration Statement
relating to $650 million of various securities on Form S-3 under the Securities
Act of 1933, as amended (the "Act"). The Registration Statement (File No. 333-
71952), was declared effective on October 31, 2001. On November 16, 2001, Markel
filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(5)
under the Act, its Prospectus, dated October 31, 2001 and Prospectus Supplement,
dated November 15, 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 $209,960,400, assuming no exercise of the
underwriter's option to acquire additional shares. With the new issue, Markel
will have approximately 9,819,000 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 November 15, 2001 between Markel Corporation, and Goldman, Sachs
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Salomon
Smith Barney Inc. as Representatives of the several underwriters named in
Schedule I thereto.
5.1 Opinion of McGuireWoods LLP
23.1 Consent of McGuireWoods LLP (included in Exhibit 5.1 filed herewith)
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: November 21, 2001 By: /s/ Darrell D. Martin
-------------------------
Name: Darrell D. Martin
Title: Executive Vice President
and Chief Financial Officer