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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 1
Pegasus Gold Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
70556K106
(CUSIP Number)
Robert M. Hart, Esq.
Senior Vice President and General Counsel
Alleghany Corporation
375 Park Avenue
New York, New York 10152
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
Aileen C. Meehan, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-6910
September 3, 1998
(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
1. Name of Reporting Person
SS or IRS Identification No. of Above Person
Alleghany Corporation
51-02283071
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions)
WC, BK
5. Check if Disclosure of Legal Proceedings is Required Pursuant to items
2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each 7. Sole Voting Power
Reporting Person With None
8. Shared Voting Power
None
9. Sole Dispositive Power
None
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
None
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)
0%
14. Type of Reporting Person (See Instructions)
CO
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This Statement is filed by Alleghany Corporation ("Alleghany"), a
Delaware corporation having its principal executive offices at 375 Park Avenue,
New York, New York 10152, and relates to shares of Common Stock, without par
value (the "Common Stock"), of Pegasus Gold Inc. ("Pegasus Gold"). Pegasus Gold
is incorporated in British Columbia, Canada, and its principal executive offices
are located at 601 West First Avenue, Suite 1500, Spokane, Washington 99204.
This Amendment No. 1 amends the Schedule 13D Statement filed by Alleghany on
November 20, 1997, by furnishing the information set forth below.
Item 5. Interest in Securities of the Issuer.
Alleghany previously reported beneficial ownership of 3,000,000 shares
of the Common Stock of Pegasus Gold or approximately 7.2% of the outstanding
shares of the Common Stock of Pegasus Gold, as reported in Pegasus Gold's
Quarterly Report on Form 10-Q for the six months ended June 30, 1998 as being
outstanding at July 31, 1998. Alleghany also previously reported that 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 and that Mr. Burns disclaimed beneficial ownership of such shares.
During the period from August 27, 1998 through September 3, 1998,
Alleghany effected the sale of 3,000,000 shares of the Common Stock of Pegasus
Gold in a series of transactions, all of which were effected on the
over-the-counter market, as follows:
August 27, 1998 - sale of 15,000 shares at $.0400 per share; sale of
55,000 shares at $.0350 per share; sale of 100,000 shares at $.0325 per share;
sale of 500,000 shares at $.0200 per share.
August 28, 1998 - sale of 50,000 shares at $.0175 per share; sale of
830,000 shares at $.0150 per share.
August 31, 1998 - sale of 250,000 shares at $.0125 per share.
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September 1, 1998 - sale of 350,000 shares at $.0150 per share.
September 2, 1998 - sale of 100,000 shares at $.0175 per share.
September 3, 1998 - sale of 750,000 shares at $.0160 per share.
As of the close of business on September 3, 1998, Alleghany owns no
shares of the Common Stock of Pegasus Gold and, accordingly, ceases to be the
beneficial owner of more than five percent of the outstanding shares of Common
Stock of Pegasus Gold. As of the close of business on September 3, 1998, Mr.
Burns' child continues to own the 51 shares of the Common Stock of Pegasus Gold
previously reported, and Mr. Burns disclaims beneficial ownership of such
shares. 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, those 51 shares.
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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: October 13, 1998
ALLEGHANY CORPORATION
By: /s/ David B. Cuming
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David B. Cuming
Senior Vice President and
Chief Financial Officer
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