UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Investors Title Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
461804106
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(CUSIP Number)
December 31, 2001
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(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
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Markel Corporation
54-1959284
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Virginia Corporation
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SOLE VOTING POWER
5
NUMBER OF
213,300
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
OWNED BY -0-
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EACH SOLE DISPOSITIVE POWER
7
REPORTING
213,300
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
25,850
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
239,150
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 (SEE INSTRUCTIONS)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
9.4%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
12
HC, CO
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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 N. 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 Rule 13d-1(b) or 13d-2(b)
and the person filing, Markel Corporation, is a parent holding
company in accordance with Rule 13-1(b)(1)(ii)(G). (Note: See
Item 7).
Item 4. Ownership.
(a) Amount Beneficially Owned: 239,150
(b) Percent of Class: 9.4%
(c) Number of shares as to which such 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: 25,850
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 6.0% 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 a 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 7, 2002
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Date
/s/ Alan I. Kirshner
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Signature
Chairman
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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 239,150
shares or 9.4% 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 7th day of February, 2002, 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
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Title: Chairman
ESSEX INSURANCE COMPANY
By: /s/ Alan I. Kirshner
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Title: Chairman
MARKEL GAYNER ASSET MANAGEMENT CORPORATION
By: /s/ Thomas S. Gayner
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Title: President