SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Pegasus Gold Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
70556K106
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(CUSIP Number)
Robert M. Hart, Esq.
Senior Vice President and General Counsel
Alleghany Corporation
375 Park Avenue
New York, New York 10152
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Aileen C. Meehan, Esq.
Donovan Leisure Newton & Irvine LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3338
November 20, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
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CUSIP No. 70556K106
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1. Name of Reporting Person
SS or IRS Identification No. of Above Person
Alleghany Corporation
51-02283071
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC, BK
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of Shares Beneficially Owned by 7. Sole Voting Power
Each Reporting Person With 3,000,000
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8. Shared Voting Power
None
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9. Sole Dispositive Power
3,000,000
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10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,000,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
7.2%
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14. Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D (the "Schedule 13D") relates to
shares of the Common Stock, without par value (the "Common Stock"), of Pegasus
Gold Inc. ("Pegasus Gold"), which is incorporated in British Columbia, Canada.
The address of Pegasus Gold's principal executive offices is 601 West First
Avenue, Suite 1500, Spokane, Washington 99204.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by Alleghany Corporation, a Delaware
corporation ("Alleghany"). The address of the principal office of Alleghany is
375 Park Avenue, New York, New York 10152. Alleghany is engaged, through its
subsidiaries Chicago Title and Trust Company, Chicago Title Insurance Company,
Security Union Title Insurance Company and Ticor Title Insurance Company and
their subsidiaries, in the sale and underwriting of title insurance and in
certain other financial services businesses. Alleghany is also engaged, through
its subsidiary Underwriters Re Group, Inc. ("URG") and through subsidiaries of
URG, in the property and casualty reinsurance business and in the property and
casualty insurance business. In addition, Alleghany is engaged through its
subsidiaries World Minerals Inc., Celite Corporation and Harborlite Corporation,
and their subsidiaries, in the industrial minerals business. Alleghany conducts
a steel fastener importing and distribution business through its Heads and
Threads division.
Attached as Appendix I hereto, which appendix is specifically
incorporated into this Item 2, is a list of the executive officers and directors
of Alleghany and the persons who may be deemed to be controlling persons of
Alleghany. Appendix I also contains, with respect to each such person, his or
her residence or business address and his or her present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is conducted. Each such person is a
citizen of the United States.
During the last five years, neither Alleghany nor, to the best
knowledge of Alleghany, any person listed in Appendix I (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or of a finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds used in making purchases of the shares of Common Stock of
Pegasus Gold beneficially owned by Alleghany were obtained from the working
capital of Alleghany and from borrowings made by Alleghany under its Revolving
Credit Loan Agreement, dated as of June 14, 1995, with Chemical Bank (the
"Revolving Credit Facility"), which Revolving Credit Facility is listed as
Exhibit 1 hereto. As of the close of business on November 28, 1997, the amount
borrowed under the Revolving Credit Facility to fund purchases of Common Stock
of Pegasus Gold is $2.3 million. Pursuant to the Revolving Credit Facility,
Alleghany may make borrowings of up to $200 million aggregate principal amount
at any one time outstanding. Borrowings under the Revolving Credit Facility are
unsecured.
ITEM 4. PURPOSE OF THE TRANSACTION.
Alleghany's purchases of shares of Common Stock of Pegasus Gold
reported herein were made to acquire an equity interest in Pegasus Gold as an
investment. Depending upon market conditions, the state of affairs of Pegasus
Gold and of the business in which it is engaged and other factors, Alleghany
from time to time may acquire, directly or indirectly, additional shares of the
Common Stock of Pegasus Gold, subject to applicable laws and to the availability
of shares at prices deemed favorable by Alleghany. Alleghany will continue to
consider its equity interest in Pegasus Gold and reserves the right to formulate
such plans or proposals, and to take such action, as may seem appropriate in the
circumstances existing at any future date.
Except as set forth above, Alleghany has no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D under the Securities
Exchange Act of 1934.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on November 28, 1997, Alleghany
beneficially owned 3,000,000 shares of the Common Stock of Pegasus Gold, or
approximately 7.2% of the 41,676,119 outstanding shares of Common Stock of
Pegasus Gold, as reported in Pegasus Gold's Quarterly Report on Form 10-Q for
the nine months ended September 30, 1997 as being outstanding at October 31,
1997. As of the close of business on November 28, 1997, one of the children of
John J. Burns, Jr., President, chief executive officer and a director of
Alleghany, beneficially owned 51 shares of the Common Stock of Pegasus Gold; Mr.
Burns disclaims beneficial ownership of such shares.
(b) Alleghany has the sole power to vote, or to direct the vote
of, and sole power to dispose of, or to direct the disposition of, 3,000,000
shares of the Common Stock of Pegasus Gold beneficially owned by Alleghany
disclosed in Item 5(a) above. Mr. Burns has no power to vote, or to direct the
vote of, and has no power to dispose of, or to direct the disposition of, the 51
shares of the Common Stock of Pegasus Gold beneficially owned by one of his
children, as described in Item 5(a) above.
(c) Information with respect to transactions effected by
Alleghany in the Common Stock of Pegasus Gold during the past sixty days is set
forth in Appendix II hereto, which appendix is specifically incorporated into
this Item 5. Neither Mr. Burns nor his child has effected any transactions in
the Common Stock of Pegasus Gold during the past sixty days.
(d) No person other than Alleghany has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock of Pegasus Gold beneficially owned by Alleghany
disclosed in Item 5(a) above. No person other than Mr. Burns's child has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the 51 shares of Common Stock of Pegasus Gold owned
by such child disclosed in Item 5(a) above.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons referred to in Item 2 or
between such persons and any other person with respect to any of the securities
of Pegasus Gold, including, but not limited to, any relating to the transfer or
voting of any of such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Revolving Credit Loan Agreement dated as of June 14, 1995
between Alleghany and Chemical Bank, filed as Exhibit 10.1 to Alleghany's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, is
incorporated herein by reference.
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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.
Dated: December 1 , 1997
ALLEGHANY CORPORATION
By: /s/ John J. Burns, Jr.
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John J. Burns, Jr.
President and chief executive officer
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APPENDIX I
The directors and executive officers of Alleghany and certain
persons who may be deemed to be controlling persons of Alleghany, together with
the business or residence address, present principal occupation or employment,
and the name and (if other than Alleghany or a subsidiary of Alleghany)
principal business of any corporation or other organization in which such
occupation or employment is conducted, for each such person, appear below.
Principal Occupation
NAME AND ADDRESS OR EMPLOYMENT
F.M. Kirby (1)(2) Chairman of the Board,
17 De Hart Street Member of the Executive
P.O. Box 151 Committee, Alleghany
Morristown, New Jersey
07963-0151
John J. Burns, Jr. (1) President, chief executive
Alleghany Corporation officer and chief operating
375 Park Avenue officer; and Member of the
New York, New York 10152 Executive Committee, Alleghany
Dan R. Carmichael (1) President and Chief Executive
IVANS, Inc. Officer, IVANS, Inc.
777 W. Putnam Avenue (communications technology
Greenwich, Connecticut 06830 and remarketer)
Grace Kirby Culbertson (2) Housewife
Blue Mill Road
Morristown, New Jersey 07960
David B. Cuming Senior Vice President and
Alleghany Corporation chief financial officer,
375 Park Avenue Alleghany
New York, New York 10152
Robert M. Hart Senior Vice President,
Alleghany Corporation General Counsel and
375 Park Avenue Secretary, Alleghany
New York, New York 10152
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Thomas S. Johnson (1) Chairman, Chief Executive
GreenPoint Financial Corp. Officer and Director,
90 Park Avenue GreenPoint Financial
New York, New York 10016 Corp. and its subsidiary
GreenPoint Bank (banking)
Allan P. Kirby, Jr. (1) (2) President, Liberty Square, Inc.
14 East Main Street (investments); Chairman of the
P.O. Box 90 Executive Committee, Alleghany
Mendham, New Jersey 07945
Estate of Ann Kirby Kirby (2)
c/o Carter, Ledyard & Milburn
2 Wall Street
New York, New York 10005
William K. Lavin (1) Financial Consultant
190 Beach 137th Street
Belle Harbor, New York 11694
Roger Noall (1) Executive, KeyCorp (banking)
KeyCorp
127 Public Square
56th Floor
Cleveland, Ohio 44114
Peter R. Sismondo Vice President, Controller,
Alleghany Corporation Treasurer and Assistant Secretary,
375 Park Avenue Alleghany
New York, New York 10152
James F. Will (1) President and Chief Executive
Armco Inc. Officer, Armco Inc. (steel
One Oxford Centre manufacturing and metals
301 Grant Street processing)
Pittsburgh, Pennsylvania 15219
Paul F. Woodberry (1) Financial Consultant
P.O. Box 31043
Sea Island, Georgia 31561
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NOTES TO APPENDIX I
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(1) Director of Alleghany.
(2) On November 20, 1997, Allan P. Kirby, Jr. held an irrevocable power of
attorney as to 34,973 shares of the common stock of Alleghany
("Alleghany Common Stock") owned by one of his children, and 305,655
shares of Alleghany Common Stock were held by a trust of which Mr. Kirby
is co-trustee and beneficiary. Mr. Kirby disclaims beneficial ownership
of the shares of Alleghany Common Stock owned by his child. Mr. Kirby
held 211,782 shares of Alleghany Common Stock directly and currently
exercisable stock options, granted pursuant to Alleghany's Directors'
Stock Option Plan and Alleghany's Amended and Restated Directors' Stock
Option Plan, to purchase 8,922 shares of Alleghany Common Stock.
On November 20, 1997, 110,344 shares of Alleghany Common Stock were held
by F.M. Kirby as sole trustee of trusts for the benefit of his children;
432,231 shares of Alleghany Common Stock were held by a trust of which
Mr. Kirby is co-trustee and primary beneficiary; and 195,736 shares of
Alleghany Common Stock were held by trusts for the benefit of his
children and his children's descendants as to which Mr. Kirby was
granted a proxy, and, therefore, had shared voting power. Mr. Kirby
disclaims beneficial ownership of the shares of Alleghany Common Stock
held for the benefit of his children and for the benefit of his children
and his children's descendants. Mr. Kirby held 182,085 shares of
Alleghany Common Stock directly.
On November 20, 1997, 41,886 shares of Alleghany Common Stock were held
by Grace Kirby Culbertson as co-trustee of trusts for the benefit of her
children, and 210,220 shares of Alleghany Common Stock were held by
trusts for the benefit of Mrs. Culbertson and her descendants, of which
Mrs. Culbertson is co-trustee. Mrs. Culbertson held 141,097 shares of
Alleghany Common Stock directly.
Prior to her death in 1996, Ann Kirby Kirby had disclaimed being a
controlling person or member of a controlling group with respect to
Alleghany, and had declined to supply information with respect to her
ownership of Alleghany Common Stock. Since her death, the family of Mrs.
Kirby has declined to supply information with respect to its ownership
of Alleghany Common Stock; therefore, Alleghany does not know whether
her estate or any beneficiary of her estate beneficially owns more than
five percent of Alleghany Common Stock. However, Mrs. Kirby filed a
statement on Schedule 13D dated April 5, 1982 with the Securities and
Exchange Commission reporting beneficial ownership, both direct and
indirect through various trusts, of 710,667 shares of the common stock
of Alleghany Corporation, a Maryland corporation and the predecessor of
Alleghany ("Old Alleghany"). Upon the liquidation of Old Alleghany in
December 1986, stockholders received $43.05 in cash and one share of
Alleghany Common Stock for each share of Old Alleghany common stock. The
stock ownership reported on Mrs. Kirby's Schedule 13D filed in April
1982 does not reflect the two-percent stock dividends paid in each of
the years 1985 through 1997 by Old Alleghany or Alleghany; if Mrs.
Kirby, her estate and the beneficiaries of her estate had continued to
hold in the aggregate 710,667 shares together with all stock dividends
received in consequence through November 20, 1997, the beneficial
ownership would have increased from 710,667 shares of Alleghany Common
Stock to 919,316 shares of Alleghany Common Stock.
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APPENDIX II
The following table sets forth the trade dates for each purchase
of shares of the Common Stock of Pegasus Gold by Alleghany within the past sixty
days, the number of such shares purchased in each such transaction and the price
per share in each such transaction. Except as otherwise noted, all of such
shares were purchased in ordinary brokerage transactions effected on the
American Stock Exchange.
NUMBER OF
TRADE DATE SHARES PURCHASED PRICE PER SHARE
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9/22/97 60,200 (Note 1) 4.3750
9/24/97 22,000 4.3750
9/26/97 57,700 4.7500
11/19/97 1,000,000 (Note 2) 1.2375
11/20/97 463,600 1.0000
11/24/97 86,800 1.0000
11/25/97 441,500 1.0000
(1) Includes 33,800 shares of Common Stock of Pegasus Gold which were
purchased on the Chicago Stock Exchange.
(2) Includes 6,000 shares of Common Stock of Pegasus Gold which were
purchased on the Chicago Stock Exchange.
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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1 Revolving Credit Loan Agreement dated as of June
14, 1995 between Alleghany and Chemical Bank,
filed as Exhibit 10.1 to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1995, is incorporated herein by reference.
