-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P7XpuB085EyC2n6xH8rSQ8+f1flR/55jadirdgCXsuVzFSFLeb6+IojMqzb319Fs ooO1h0MoljJYGyTeraRmLg== 0001193125-09-010138.txt : 20090123 0001193125-09-010138.hdr.sgml : 20090123 20090123093826 ACCESSION NUMBER: 0001193125-09-010138 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090123 DATE AS OF CHANGE: 20090123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTORS TITLE CO CENTRAL INDEX KEY: 0000720858 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 561110199 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44857 FILM NUMBER: 09540549 BUSINESS ADDRESS: STREET 1: 121 N COLUMBIA ST STREET 2: P O DRAWER 2687 CITY: CHAPEL HILL STATE: NC ZIP: 27514 BUSINESS PHONE: 9199682200 MAIL ADDRESS: STREET 1: 121 NORTH COLUMBIA STREET CITY: CHAPEL HILL STATE: NC ZIP: 27514 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARKEL CORP CENTRAL INDEX KEY: 0001096343 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 541959284 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4521 HIGHWOODS PARKWAY CITY: GLEN ALLEN STATE: VA ZIP: 23060-3382 BUSINESS PHONE: 8047470136 MAIL ADDRESS: STREET 1: 4551 COX RD CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: MARKEL HOLDINGS INC DATE OF NAME CHANGE: 19991005 SC 13G/A 1 dsc13ga.htm FORM 13-G/A AMENDMENT #5 Form 13-G/A Amendment #5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 5)*

 

 

 

 

Investors Title Company

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

461804106

(CUSIP Number)

 

December 31, 2008

(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

 

 

        15,550

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

228,850

    
10.  

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

 

    
11.  

Percent of Class Represented by Amount in Row (9)

 

9.98%

    
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:    228,850  
   (b)   Percent of class:    9.98 %
   (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:    15,550  

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 6.66% 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.

 

January 23, 2009
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 228,850 shares or 9.98% 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 23rd day of January, 2009, 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
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