SC 13G/A 1 dsc13ga.htm AMEND. NO. 3 AMEND. NO. 3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

 

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)*

 

 

 

 

 

Investors Title Company

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

 

461804106

(CUSIP Number)

 

 

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

x Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 461804106

  Page 2 of 6

 

  1.  

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (Entities Only)

 

 

Markel Corporation

54-1959284

   
  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨

(b)  ¨

   
  3.  

SEC Use Only

 

 

 

   
  4.  

Citizenship or Place of Organization

 

 

Virginia Corporation

   

 

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH  

 

 

  5.    Sole Voting Power

 

 

        213,300

 

  6.    Shared Voting Power

 

 

        -0-

 

  7.    Sole Dispositive Power

 

 

        213,300

 

  8.    Shared Dispositive Power

 

 

        17,050

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

230,350

   
10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

   
11.  

Percent of Class Represented by Amount in Row (9)

 

 

8.1%

   
12.  

Type of Reporting Person

 

 

HC, CO

   


CUSIP NO. 461804106

  Page 3 of 6

 

Item 1.

   (a)  

Name of Issuer:

 

Investors Title Company

     (b)  

Address of Issuer’s Principal Executive Offices:

 

121 North Columbia Street

Chapel Hill, North Carolina 27514

Item 2.

   (a)  

Name of Person Filing:

 

Markel Corporation

     (b)  

Address of Principal Business Office or, if none, Residence:

 

4521 Highwoods Parkway

Glen Allen, Virginia 23060

     (c)  

Citizenship:

 

Virginia Corporation

     (d)  

Title of Class of Securities:

 

Common Stock

     (e)  

CUSIP Number

 

461804106

Item 3.

   This statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) and the person filing, Markel Corporation, is a
parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G). (Note: See Item 7).

Item 4.

   Ownership       
     (a)   Amount beneficially owned:    230,350  
     (b)   Percent of class:    8.1 %
     (c)   Number of shares as to which the person has:       
         (i)   Sole power to vote or to direct the vote:    213,300  
         (ii)   Shared power to vote or to direct the vote:    0  
         (iii)   Sole power to dispose or to direct the disposition of:    213,300  
         (iv)   Shared power to dispose or to direct the disposition of:    17,050  


CUSIP NO. 461804106   Page 4 of 6

 

Item 5.

   Ownership of Five Percent or Less of a Class
     Not applicable.

Item 6.

   Ownership of More than Five Percent on Behalf of Another Person
     Essex Insurance Company, Markel American Insurance Company and Evanston Insurance Company (each subsidiaries of Markel Corporation) and certain other investors advised by Markel Gayner Asset Management Corporation, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of Investors Title Company. The interest of each of such persons relates to less than five percent of the Common Stock of Investors Title Company, except for Essex Insurance Company, a Delaware corporation and insurance company located at 4521 Highwoods Parkway, Glen Allen, Virginia 23060 which beneficially owns 152,600 shares or 5.3% of the Common Stock of Investors Title Company.

Item 7.

   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
     See Item 6 and attached Exhibit(s) A and B.

Item 8.

   Identification and Classification of Members of the Group
     Not applicable, see attached Exhibit A.

Item 9.

   Notice of Dissolution of Group
     Not applicable.

Item 10.

   Certification
     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP NO. 461804106

  Page 5 of 6

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 10, 2006
Date
/S/    ALAN I. KIRSHNER        
Signature

Chairman, Markel Corporation

Title


CUSIP NO. 461804106

  Page 6 of 6

 

EXHIBIT A

 

SCHEDULE 13G

 

Pursuant to the instructions in Item 7 of Schedule 13G, Markel Gayner Asset Management Corporation (“Markel Gayner”), 4521 Highwoods Parkway, Glen Allen, Virginia 23060, a Virginia corporation and an investment adviser registered under the Investment Advisers Act of 1940, is the beneficial owner of 230,350 shares or 8.1% of the outstanding Common Stock of Investors Title Company (the “Company”) as a result of acting as investment adviser to Essex Insurance Company, Markel American Insurance Company, Evanston Insurance Company (each wholly owned subsidiaries of Markel Corporation), and certain other investors.

 

Markel Corporation, through its control of Markel Gayner, Essex Insurance Company, Markel American Insurance Company and Evanston Insurance Company, has sole power to direct the voting and disposition of shares of Common Stock of the Company held by those entities. Markel Corporation, through its control of Markel Gayner, has shared power to direct the disposition, but not the voting, of shares of Common Stock of the Company held by certain other investors advised by Markel Gayner.

 

EXHIBIT B

 

RULE 13d-1(k) AGREEMENT

 

The undersigned persons on this 10th day of February, 2006, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of Investors Title Company.

 

MARKEL CORPORATION

By:   /s/    ALAN I. KIRSHNER        

Title:

  Chairman

ESSEX INSURANCE COMPANY

By:   /s/    ALAN I. KIRSHNER        

Title:

  Chairman

MARKEL GAYNER ASSET MANAGEMENT CORPORATION

By:   /s/    THOMAS S. GAYNER        

Title:

  President