<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 1994
COMMISSION FILE NUMBER 1-9371
ALLEGHANY CORPORATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
DELAWARE
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
51-0283071
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
PARK AVENUE PLAZA, NEW YORK, NEW YORK 10055
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE
212/752-1356
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
NOT APPLICABLE
FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS
FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING
12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH
OF THE ISSUER'S CLASS OF COMMON STOCK, AS OF THE CLOSE OF THE
PERIOD COVERED BY THIS REPORT:
6,936,772
(AS OF SEPTEMBER 30, 1994)
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1994 AND 1993
(dollars in thousands, except share and per share amounts)
(unaudited)
1994 1993*
- - -----------------------------------------------------------------
<S> <C> <C>
Revenues
Title premium, escrow and trust fees $308,674 $359,432
Net reinsurance premiums earned 48,061 0
Interest, dividend and other income 39,705 28,650
Net mineral and filtration sales 40,533 35,203
Net gain on investment transactions 10,669 5,070
- - -----------------------------------------------------------------
Total revenues 447,642 428,355
- - -----------------------------------------------------------------
Costs and expenses
Salaries, commissions and other
employee benefits 235,574 251,994
Administrative, selling and
other operating expenses 89,584 82,924
Provisions for title losses
and other claims 24,361 33,129
Property and casualty losses
and loss adjustment expenses 37,306 0
Cost of mineral and filtration sales 20,830 25,183
Interest expense 7,888 6,852
Corporate administration 4,395 4,952
- - -----------------------------------------------------------------
Total costs and expenses 419,938 405,034
- - -----------------------------------------------------------------
Earnings from continuing
operations, before income taxes 27,704 23,321
Income taxes 6,509 7,134
- - -----------------------------------------------------------------
Net earnings from
continuing operations 21,195 16,187
- - -----------------------------------------------------------------
Discontinued operations
Earnings from discontinued
operations, net of tax 1,040 4,177
Benefit of excess of
tax basis over book 0 0
- - -----------------------------------------------------------------
Net earnings per share $22,235 $20,364
=================================================================
Earnings per share of common stock
Operations $3.04 $2.38
Discontinued operations 0.16 0.62
Benefit of excess of
tax basis over book 0.00 0.00
- - -----------------------------------------------------------------
Total earnings per share $3.20 $3.00
=================================================================
Dividends per share of common stock ** **
=================================================================
Average number of outstanding
shares of common stock *** 6,943,552 6,796,843
=================================================================
</TABLE>
* Restated to reflect discontinued operations.
** In March 1994 and 1993, Alleghany declared a dividend
consisting of one share of Alleghany common stock for every
fifty shares outstanding.
*** Adjusted to reflect common stock dividends declared in
March 1994 and 1993.
<PAGE>
<TABLE>
<CAPTION>
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1994 AND 1993
(dollars in thousands, except share and per share amounts)
(unaudited)
1994 1993*
- - -----------------------------------------------------------------
<S> <C> <C>
Revenues
Title premium, escrow and
trust fees $1,000,206 $980,377
Net reinsurance premiums earned 144,596 0
Interest, dividend and other income 115,746 83,986
Net mineral and filtration sales 118,059 108,929
Net gain on investment transactions 17,188 16,901
- - -----------------------------------------------------------------
Total revenues 1,395,795 1,190,193
- - -----------------------------------------------------------------
Costs and expenses
Salaries, commissions and other
employee benefits 757,706 688,966
Administrative, selling and
other operating expenses 259,987 238,654
Provisions for title losses
and other claims 75,273 88,918
Property and casualty losses
and loss adjustment expenses 117,088 0
Cost of mineral and filtration sales 75,253 78,549
Interest expense 21,811 20,463
Corporate administration 14,809 12,704
- - -----------------------------------------------------------------
Total costs and expenses 1,321,927 1,128,254
- - -----------------------------------------------------------------
Earnings from continuing
operations, before income taxes 73,868 61,939
Income taxes 19,354 234
- - -----------------------------------------------------------------
Net earnings from
continuing operations 54,514 61,705
- - -----------------------------------------------------------------
Discontinued operations
Earnings from discontinued
operations, net of tax 6,265 13,329
Benefit of excess of
tax basis over book 16,800 0
- - -----------------------------------------------------------------
Net earnings $77,579 $75,034
=================================================================
Earnings per share of common stock
Operations $7.83 $9.08
Discontinued operations 0.90 1.96
Benefit of excess of
tax basis over book 2.41 0.00
- - -----------------------------------------------------------------
Total earnings per share $11.14 $11.04
=================================================================
Dividends per share of common stock ** **
=================================================================
Average number of outstanding
shares of common stock *** 6,962,191 6,799,843
=================================================================
</TABLE>
* Restated to reflect discontinued operations.
** In March 1994 and 1993, Alleghany declared a dividend
consisting of one share of Alleghany common stock for every
fifty shares outstanding.
*** Adjusted to reflect common stock dividends declared in
March 1994 and 1993.
<PAGE>
<TABLE>
<CAPTION>
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1994 AND DECEMBER 31, 1993
(dollars in thousands, except share and per share amounts)
September 30,
1994 December 31,
(Unaudited) 1993*
- - -----------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Investments:
Fixed maturities:
Available for sale:
U.S. Government,
government agency
and municipal (amortized
obligations cost $874,978) $832,816 $850,257
Certificates (amortized
of deposit cost 79,096) 79,096 143,830
Bonds, notes (amortized
and other cost 399,772) 383,258 380,821
Equity securities (cost 215,536) 248,634 144,616
- - -----------------------------------------------------------------
1,543,804 1,519,524
</TABLE>
<TABLE>
<S> <C> <C>
Cash 35,799 40,774
Notes receivable 91,536 91,536
Accounts and other
receivables, less allowances 292,746 177,669
Title records and indexes 155,448 155,121
Property and equipment -
at cost, less accumulated
depreciation 204,289 205,042
Reinsurance receivable 415,858 353,903
Other assets 373,338 364,416
Assets pledged to secure
trust and escrow deposits 330,527 359,537
Net assets of discontinued operations 200,551 201,601
- - -----------------------------------------------------------------
$3,643,896 $3,469,123
=================================================================
LIABILITIES AND
COMMON STOCKHOLDERS' EQUITY
Title losses and other claims $539,229 $533,190
Property and casualty losses
and loss adjustment expense 925,358 861,204
Other liabilities 399,440 400,678
Long-term debt of parent company 197,600 59,600
Long-term debt of subsidiaries 324,710 345,703
Trust and escrow deposits
secured by pledged assets 323,414 353,014
- - -----------------------------------------------------------------
Total liabilities 2,709,751 2,553,389
Common stockholders' equity 934,145 915,734
- - -----------------------------------------------------------------
$3,643,896 $3,469,123
=================================================================
Shares of common stock outstanding 6,936,772 6,759,142**
=================================================================
Common stockholders' equity per share $134.66 $135.48**
=================================================================
</TABLE>
* Adjusted to reflect discontinued operations.
** Adjusted to reflect the common stock dividend
declared in March 1994.
<PAGE>
<TABLE>
<CAPTION>
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1994 AND 1993
(dollars in thousands)
(unaudited)
1994 1993*
- - -----------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings from continuing operations $54,514 $61,705
Adjustments to reconcile earnings
from continuing operations to cash
provided by continuing operations:
Depreciation and amortization 32,046 28,729
Net gain on investment transactions (17,188) (16,901)
Other charges to operations, net 7,768 (1,939)
(Increase) decrease in accounts
and other receivables, less
allowances (115,077) 16,243
Increase in reinsurance receivable (61,955) 0
Increase in title losses and
other claims 6,039 10,690
Increase in property and casualty
loss and loss adjustment expenses 64,154 0
Decrease (increase) in other assets 7,974 (24,432)
Decrease in other liabilities (1,341) (918)
Increase in net assets pledged to
secure trust and escrow deposits (590) (5,665)
- - -----------------------------------------------------------------
Net adjustments (78,170) 5,807
- - -----------------------------------------------------------------
Cash (used in) provided by
continuing operations (23,656) 67,412
- - -----------------------------------------------------------------
Cash provided by
discontinued operations 5,502 7,154
- - ----------------------------------------------------------------
Cash (used in) provided
by operations (18,154) 74,566
- - -----------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments (663,358) (827,916)
Maturities of investments 446,555 226,566
Sales of investments 132,328 545,349
Purchases of property and equipment (19,619) (28,826)
Disposition of property and equipment 3,956 1,558
Net assets acquired in pooling 1,900 0
Net (purchase) sales of title
records and indexes (327) 1,834
- - -----------------------------------------------------------------
Net cash used in investing
activities (98,565) (81,435)
- - -----------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (23,163) (9,079)
Proceeds on long-term debt 140,083 2,058
Purchase of treasury shares (5,101) (1,148)
Other (75) 282
- - -----------------------------------------------------------------
Net cash provided by (used in)
financing activities 111,744 (7,887)
- - -----------------------------------------------------------------
Net decrease in cash (4,975) (14,756)
Cash at beginning of period 40,774 33,478
- - -----------------------------------------------------------------
Cash at end of period $35,799 $18,722
=================================================================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $18,982 $18,971
Income taxes $23,490 $36,267
</TABLE>
* Restated to reflect discontinued operations.
<PAGE>
Notes to Consolidated Financial Statements
This report should be read in conjunction with the
Annual Report on Form 10-K for the year ended December 31,
1993, and the Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994, of
Alleghany Corporation (the "Company").
The information included in this report is
unaudited but reflects all adjustments which, in the opinion
of management, are necessary to a fair statement of the
results of the interim period covered thereby. All
adjustments are of a normal and recurring nature except as
described herein.
Disposition
- - -----------
On October 31, 1994, the Company completed the
sale of its consumer banking subsidiary, Sacramento Savings
Bank ("Sacramento Savings"), and an ancillary company to
First Interstate Bank of California for a cash purchase
price of about $331 million. As part of the transaction,
the Company purchased real estate and real estate-related
assets of Sacramento Savings for about $116 million.
Because of their sale, Sacramento Savings and the
ancillary company have been treated as discontinued
operations in the accompanying consolidated financial
statements. Such statements for the 1994 nine-month period
include a credit of $16.8 million representing a tax benefit
related to the sale as reported last quarter. The sale is
also expected to result in a further addition to the
Company's 1994 earnings (net of transaction-related expenses
and taxes and provisions related to the retained assets) of
about $50 million, or about $7.18 per share.
<PAGE>
Following is selected financial information
relating to the discontinued operations of Sacramento
Savings and the ancillary company (in thousands):
<TABLE>
<CAPTION>
Quarters Ended Nine Months Ended
September 30 September 30
------------------- -----------------
1994 1993 1994 1993
-------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Interest on loans
receivable $39,298 $41,566 $116,171 $130,236
Interest, dividend
and other income 9,702 9,969 31,105 28,217
Net (loss)/gain on
investment
transactions (386) 823 (331) 1,762
------------------------------------------
Total revenues 48,614 52,358 146,945 160,215
------------------------------------------
COSTS AND EXPENSES
Salaries, commissions
& other employment
benefits 7,000 6,875 21,110 20,872
Administrative,
selling & other
operating expenses 9,691 9,076 27,934 29,263
Interest on deposits 29,062 28,576 85,295 86,093
Interest expense 913 87 1,302 348
------------------------------------------
Total costs
and expenses 46,666 44,614 135,641 136,576
------------------------------------------
Earnings from
operations,
before income taxes 1,948 7,744 11,304 23,639
Income taxes 908 3,567 5,039 10,310
-----------------------------------------
Earnings from
operations $ 1,040 $ 4,177 $ 6,265 $13,329
=========================================
</TABLE>
<TABLE>
<CAPTION>
As of As of
September 30, 1994 December 31, 1993
---------------------------------------
<S> <C> <C>
ASSETS
Investments $ 558,994 $ 634,899
Cash 15,335 122,974
Loans receivable 2,213,832 2,072,596
Real estate 76,476 81,917
Other assets 115,180 105,032
-----------------------------------
Total $2,979,817 $3,017,418
===================================
LIABILITIES & COMMON
STOCKHOLDER'S EQUITY
Deposits $2,664,234 $2,750,573
Other liabilities 115,032 65,244
-----------------------------------
Total liabilities 2,779,266 2,815,817
Common stockholder's equity 200,551 201,601
-----------------------------------
Total liabilities &
common stockholder's
equity $2,979,817 $3,017,418
===================================
</TABLE>
Contingencies
- - -------------
The Company's subsidiaries and division are
parties to claims and litigation in the ordinary course of
their businesses. Each such operating unit makes provisions
on its books in accordance with generally accepted
accounting principles for estimated losses to be incurred as
a result of such claims and litigation, including related
legal costs. In the opinion of management, such provisions
are adequate as of September 30, 1994.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS.
-----------------------------------
The Company reported net earnings of $22.2 million
in the 1994 third quarter compared with $20.4 million in the
1993 third quarter, and $77.6 million in the first nine
months of 1994 compared with $75.0 million in the first nine
months of 1993. These net earnings included contributions
from continuing operations and discontinued operations, and
the credits and gains described below.
Continuing operations contributed net earnings of
$21.2 million on revenues of $447.6 million in the 1994
third quarter, compared with $16.2 million on revenues of
$428.4 million in the 1993 third quarter. Net earnings from
continuing operations of $54.5 million on revenues of $1.40
billion in the first nine months of 1994 compared with $61.7
million on revenues of $1.19 billion in the first nine
months of 1993. Discontinued operations contributed net
earnings of $1.0 million in the 1994 third quarter compared
with $4.2 million in the 1993 third quarter, and $6.3
million in the first nine months of 1994 compared with $13.3
million in the first nine months of 1993.
The Company's net earnings in the first nine
months of 1994 included a credit of $16.8 million
representing a tax benefit related to the
sale of Sacramento Savings and the ancillary company. The
Company's net earnings in the first nine months of 1993
included a credit of $20.0 million in the provision for
income taxes, resulting from an adjustment of the Company's
tax reserves upon the favorable resolution of major tax
issues raised by the Internal Revenue Service relating to
the Company's sale of Investors Diversified Services, Inc.
to American Express Company in 1984. Net gains on
investment transactions from continuing operations after
taxes in the first nine months of 1994 totalled $11.2
million, compared with $11.0 million in the first nine
months of 1993. Disregarding these credits and gains, the
Company's net earnings totalled $49.6 million in the first
nine months of 1994, compared with $44.0 million in the
first nine months of 1993.
Chicago Title and Trust Company ("CT&T")
contributed pre-tax earnings of $13.0 million on revenues of
$321.9 million in the 1994 third quarter, compared with
$23.6 million on revenues of $374.8 million in the third
quarter of 1993. In the first nine months of 1994, CT&T
contributed pre-tax earnings of $49.5 million on revenues of
$1.04 billion, compared with $61.3 million on revenues of
$1.03 billion in the first nine months of 1993.
CT&T's revenues in the third quarter of 1994 were
substantially lower than the record revenues posted in the
comparable period of 1993. Refinancings have virtually
disappeared from the residential real estate market as a
result of the sharp increase in interest rates that began
about February of this year. Increased activity in new
construction, residential resales and commercial business
occurred in the 1994 quarter but was not sufficient to
offset the resulting steep decline in revenues. On a year-
to-date basis, revenues in 1994 were comparable to those
posted in 1993. CT&T's 1994 revenues, however, included a
disproportionately larger contribution from its agency
operations (as distinguished from its company-owned
offices), and the resulting increase in the cost of agents'
commissions caused a significant decrease in profit margins.
CT&T has taken steps to bring costs into line with
its reduced revenues. In particular, CT&T's workforce
levels have been reduced by eight percent from the peak
levels reached in March of this year (in response to the
surge of refinancings), and are now at their lowest point
since the acquisition of Ticor Title Insurance Company in
March 1991.
On July 29, 1994, CT&T acquired Montag & Caldwell,
Inc., a privately held investment counseling firm based in
Atlanta, in exchange for 212,757 shares of common stock of
the Company issued to the former shareholders of Montag &
Caldwell. Montag & Caldwell currently manages assets
exceeding $3 billion for clients that include institutional
as well as individual investors. The acquisition was
accounted for as a pooling of interests; the consolidated
financial statements of the Company for prior periods were
not restated.
Acquired by the Company in October 1993,
Underwriters Reinsurance Company ("Underwriters")
contributed pre-tax earnings of $1.9 million on revenues of
$56.5 million in the third quarter of 1994, and $2.9 million
on revenues of $169.4 million in the first nine months of
the year. Underwriters has continued to show modest
increases in written premium volume despite less than firm
markets in casualty reinsurance generally. The nine-month
results reflected a net pre-tax charge of about $5.0 million
for estimated losses associated with the earthquake in Los
Angeles, California in January 1994. In addition,
Underwriters recorded net pre-tax losses of $5.5 million on
sales of fixed-maturity investments during the nine-month
period, most of which were due to portfolio restructurings
in the first and third quarters.
The Company continues to pursue various strategic
initiatives designed to enhance the underwriting capability
and strength of the Underwriters group. As part of that
effort, in June 1994 Underwriters entered into an agreement
to acquire an inactive North Carolina insurance company with
licenses to write insurance in 32 states. Applications have
been made to state insurance regulatory authorities to
approve the acquisition and to change the domicile of the
company to Nebraska. The company, as a subsidiary of
Underwriters, will change its name to Underwriters Insurance
Company and will operate as a primary insurer.
World Minerals Inc. ("World Minerals") contributed
pre-tax earnings of $5.0 million on revenues of $40.5
million in the third quarter of 1994, compared with $2.3
million on revenues of $35.2 million in the third quarter of
1993. In the first nine months of 1994, World Minerals
contributed pre-tax earnings of $13.0 million on revenues of
$118.4 million, compared with $6.6 million on revenues of
$109.0 million in the corresponding period in 1993.
The sharply improved results at World Minerals in
both 1994 periods were due primarily to increased sales
volume in overseas markets and to lower production and
administrative expenses achieved during the past year. The
company-wide improvement in operating efficiencies has
resulted in significantly improved gross margins and cash
flow in the more recent quarter, as compared with a year
earlier.
As of November 1, 1994, the Company and its
subsidiaries owned about 11.9 million shares of Santa Fe
Pacific Corporation ("Santa Fe"), representing about 6.4
percent of Santa Fe's outstanding common stock. Santa Fe
operates The Atcheson, Topeka and Santa Fe Railway, which
transports a broad range of commodities on routes extending
from Chicago to the Gulf of Mexico and the West Coast.
In early October, Santa Fe distributed to its
stockholders the shares of its gold mining subsidiary, Santa
Fe Pacific Gold Corporation ("Santa Fe Gold"). In the third
quarter of 1994, the Company sold, for an after-tax gain of
about $5.1 million, most of the Santa Fe Gold shares it was
to receive. Giving effect to the distribution and sale of
the Santa Fe Gold shares, the average cost of the Company's
Santa Fe shares is $11.79 and the closing market price of
Santa Fe common stock on November 1, 1994 was $15.375.
On October 14, 1994, the Company received
clearance from the Federal Trade Commission, in response to
the filing by the Company of a Premerger Notification and
Report Form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, to make additional
purchases of Santa Fe shares up to 15 percent of Santa Fe's
outstanding common stock. The Company intends to contribute
a significant part of the Santa Fe shares to the investment
assets of the Underwriters group. Santa Fe is a party to a
merger agreement with Burlington Northern Inc. which is
conditional upon stockholder approval, and is subject to a
competing offer by Union Pacific Corp. The outcome of these
proposals is currently uncertain.
The Company's results in the first nine months of
1994 are not indicative of operating results in future
periods. As a result of the sale of Sacramento Savings, the
Company and its subsidiaries have substantially enhanced
financial resources, which they may use to expand their
operations through internal growth and possible further
operating-company acquisitions.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
-----------------
In April 1990, a class action seeking treble
damages was filed in the United States District Court for
the District of Arizona against several defendants,
including the title insurance subsidiaries of CT&T, arising
from their participation in rating bureaus in the states of
Wisconsin and Arizona to the extent that the bureaus had
proposed for state approval rates related to search and
examination services and settlement services performed by
those companies in connection with the issuance of title
insurance policies. The status of such proceedings was last
reported in Item 1 of Part II of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1994.
As previously reported, that case was decided on
motion in favor of the title insurers, but the decision was
reversed by the Ninth Circuit Court of Appeals. In June
1993, the title insurers filed a petition for a writ of
certiorari to the United States Supreme Court seeking review
of the Ninth Circuit Court of Appeals decision. The parties
to the litigation subsequently entered into a memorandum of
understanding which outlined the terms of a settlement of
such litigation. The memorandum of understanding provided
for a definitive written agreement and application for the
necessary approval of the District Court. The parties also
submitted a request to the Supreme Court to defer action,
pending the District Court's consideration of the
settlement, on the title insurers' petition for a writ of
certiorari. Despite such request, the Supreme Court granted
the title insurers' petition on October 4, 1993. However,
on April 4, 1994, after full argument by the parties on the
merits of the case, the Supreme Court dismissed the writ as
improvidently granted. Pursuant to the memorandum of
understanding, a definitive written agreement embodying the
terms of the settlement has been executed.
On April 21, 1994, a class action seeking treble
damages was filed in the United States District Court for
the Eastern District of Wisconsin asserting federal
antitrust claims against several defendants, including the
title insurance subsidiaries of CT&T, arising from Wisconsin
rating-bureau activity. On June 22, 1994, plaintiffs filed
a motion to intervene in the litigation pending in the U.S.
District Court in Arizona. On October 11, 1994, the
Judicial Panel on Multi-District Litigation ordered the
transfer of the Wisconsin case to the U.S. District Court in
Arizona in order to consolidate the Wisconsin and Arizona
actions.
The U.S. District Court in Arizona held a hearing
on October 3, 1994 to review the status of the settlement
agreement, and discussions among the parties and the Court
are continuing.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
<TABLE>
<CAPTION>
(a) Exhibits.
--------
<C> <S>
Exhibit
Number Description
- - ------- -----------
10.1 Third Amendment to Employment
Agreement dated as of
October 31, 1994, among CT&T,
the Company and Richard P.
Toft.
27 Financial Data Schedules.
</TABLE>
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed during the third
quarter of 1994.
<PAGE>
SIGNATURES
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.
ALLEGHANY CORPORATION
---------------------
Registrant
Date: November 10, 1994 /s/ David B. Cuming
-------------------
David B. Cuming
Senior Vice President
(and principal financial
officer)
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
-------------
<C> <S>
Exhibit
Number Description
- - ------- -----------
10.1 Third Amendment to Employment
Agreement dated as of
October 31, 1994, among CT&T,
the Company and Richard P.
Toft.
27 Financial Data Schedules.
</TABLE>
<PAGE>
EXHIBIT 10.1
------------
THIRD AMENDMENT
---------------
To
EMPLOYMENT AGREEMENT
--------------------
THIS THIRD AMENDMENT to the Employment Agreement dated as of
January 1, 1992, as amended by an Amendment dated as of January
1, 1993, and a Second Amendment dated as of January 1, 1994 ("the
Employment Agreement") between the parties hereto is entered into
as of October 31, 1994, by Chicago Title and Trust Company, an
Illinois corporation ("Employer"), Alleghany Corporation, a
Delaware corporation ("Guarantor"), and Richard P. Toft
("Employee").
WITNESSETH:
-----------
WHEREAS, Employee is employed by Employer as its President
and Chief Executive Officer under terms and conditions set forth
in the Employment Agreement; and
WHEREAS, Employer, Employee and Guarantor desire to amend
the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties agree as follows:
1. By no less than 60 days' written notice to Employer and
Guarantor, Employee may terminate his employment with Employer,
with or without "good reason," as of any date specified in such
notice from October 1, 1995 to December 30, 1995 (inclusive).
2. If Employee terminates his employment pursuant to
Paragraph 1 hereof, he shall be entitled to all of the benefits
provided by Paragraph 6(d) of the Employment Agreement.
3. If, pursuant to Paragraph 1 hereof, Employer terminates
his employment as of a date from October 1, 1995 to October 30,
1995 (inclusive), Employee's annual bonus and long-term incentive
compensation shall be calculated under the applicable incentive
compensation plans of Employer on the basis of his actual period
of employment with Employer. If, pursuant to Paragraph 1 hereof,
Employee terminates his employment as of a date from October 31,
1995 to December 30, 1995 (inclusive), Employee's annual bonus
and long-term incentive compensation shall be calculated under
the applicable incentive compensation plans of Employer as if his
employment by Employer had continued through December 31, 1995.
4. Notwithstanding any provision of the Employment
Agreement to the contrary, Employee shall have no right to
terminate his employment with Employer, whether for "good reason"
or otherwise, prior to October 1, 1995.
5. GUARANTOR. Except as expressly provided in Paragraph
22 of the Employment Agreement, Guarantor shall have no
liabilities or obligations, as guarantor or otherwise, under the
Employment Agreement as amended by this Third Amendment.
<PAGE>
6. DEFINED TERMS. All terms used in this Third Amendment
shall have the meanings assigned to them in the Employment
Agreement.
IN WITNESS WHEREOF, Employee has hereunto set his hand, and
Employer and Guarantor have caused these presents to be executed
on their behalf, all as of October 31, 1994.
CHICAGO TITLE AND TRUST COMPANY
By /s/ Gust J. Totlis
--------------------------
ALLEGHANY CORPORATION
By /s/ John J. Burns, Jr.
---------------------------
President
/s/ Richard P. Toft
----------------------------
Richard P. Toft
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
These schedules contain summary financial information extracted from Alleghany
Corporation and subsidiaries Consolidated Balance Sheet for the period September
30, 1994 and the Consolidated Statements of Earnings for the nine months then
ended and is qualified in its entirety by reference to such statements.
</LEGEND>
<CIK> 0000775368
<NAME> ALLEGHANY CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<DEBT-HELD-FOR-SALE> 1,295,170
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 248,634
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 1,543,804
<CASH> 35,799
<RECOVER-REINSURE> 415,858
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 3,643,896
<POLICY-LOSSES> 1,464,587
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 522,310
<COMMON> 6,937
0
0
<OTHER-SE> 927,208
<TOTAL-LIABILITY-AND-EQUITY> 3,643,896
1,144,802
<INVESTMENT-INCOME> 115,746
<INVESTMENT-GAINS> 17,188
<OTHER-INCOME> 118,059
<BENEFITS> 192,361
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 73,868
<INCOME-TAX> 19,354
<INCOME-CONTINUING> 54,514
<DISCONTINUED> 23,065
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 77,579
<EPS-PRIMARY> 11.14
<EPS-DILUTED> 0
<RESERVE-OPEN> 473,206
<PROVISION-CURRENT> 114,191
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 9,390
<PAYMENTS-PRIOR> 101,409
<RESERVE-CLOSE> 476,598
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
