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: May 20, 2002 (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 May 20, 2002, the Company issued a press release announcing the acceptance of notes validly tendered in its previously announced exchange offers for two series of Markel International Limited (formerly Terra Nova Insurance (UK) Holdings plc) notes. The press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release dated May 20, 2002 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: May 23, 2002 By: /s/ Darrell D. Martin ------------------------------------ Name: Darrell D. Martin Title: Executive Vice President and Chief Financial Officer