<PAGE>
As filed with the Securities and Exchange Commission on December 21, 1994
Registration Number 33-27598
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
ALLEGHANY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0283071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Park Avenue Plaza
New York, New York 10055
(212) 752-1356
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CHICAGO TITLE AND TRUST COMPANY PERFORMANCE UNIT INCENTIVE PLAN
(successor to Chicago Title and Trust Company Stock Purchase Plan for
Key Employees)
(Full Title of Plan)
Robert M. Hart, Esq.
Senior Vice President and General Counsel
Alleghany Corporation
Park Avenue Plaza
New York, New York 10055
(212) 752-1356
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------
Copies to:
Linda E. Ransom, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3350
--------------
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (the "Post-
Effective Amendment") is being filed by Alleghany Corporation
("Alleghany") and amends the Registration Statement on Form
S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") on March 17, 1989,
in connection with the Chicago Title and Trust Company Stock
Purchase Plan for Key Employees (the "Plan"). The Plan has
been subsumed under and forms a part of the Performance Unit
Incentive Plan of Chicago Title and Trust Company. The
Registration Statement continues to relate to the offering of
shares of common stock, par value $1.00 per share, of
Alleghany pursuant to that part of the Performance Unit
Incentive Plan of Chicago Title and Trust Company that
constitutes the Plan.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission
by Alleghany (File No. 1-9371) are incorporated herein by
reference and made a part hereof:
(a) Alleghany's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;
(b) Alleghany's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994; and
(c) the description of the Common Stock of Alleghany
contained in its Registration Statement on Form 10
filed pursuant to Section 12 of the Exchange Act,
which incorporates by reference certain portions of
Alleghany's Proxy Statement dated November 26, 1986
relating to its Special Meeting of Stockholders
held on December 19, 1986; such description is
qualified in its entirety by reference to the
(i) Restated Certificate of Incorporation of
Alleghany, as amended, and (ii) By-Laws of
Alleghany, as amended, filed as Exhibits 3.1
and 3.3, respectively, to this Registration
Statement, and any amendment or report filed for
the purpose of updating that description.
All documents filed by Alleghany pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Post-Effective Amendment and
prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
<PAGE>
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of
such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Alleghany is a Delaware corporation. Reference is
made to Section 145 of the Delaware General Corporation Law
as to indemnification by Alleghany of its officers and
directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors
against certain expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings
(threatened, pending or completed) if the person to be
indemnified acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful.
Article Tenth of Alleghany's Restated Certificate
of Incorporation, as amended (which Restated Certificate of
Incorporation is incorporated by reference as Exhibit 3.1 to
this Registration Statement), provides for the
indemnification of Alleghany's officers and directors in
accordance with the Delaware General Corporation Law, and
includes, as permitted by the Delaware General Corporation
Law, certain limitations on the potential personal liability
of members of Alleghany's Board of Directors for monetary
damages as a result of actions taken in their capacity as
Board members.
The directors and officers of Alleghany are covered
by insurance policies indemnifying them against certain
liabilities arising under the Securities Act, which might be
incurred by them in such capacities.
<PAGE>
ITEM 8. EXHIBITS.
The documents listed hereunder are filed as
exhibits hereto.
Exhibit Number Description
-------------- -----------
*3.1 Restated Certificate of Incorporation
of Alleghany, as amended by Amendment
accepted and received for filing by
the Secretary of State of the State
of Delaware on June 23, 1988.
*3.2 By-Laws of Alleghany.
**3.3 By-Laws of Alleghany as amended
July 1, 1992, filed as Exhibit 3.02
to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended
June 30, 1992, are incorporated
herein by reference.
*4.1 Chicago Title and Trust Company Stock
Purchase Plan for Key Employees.
*4.2 Form of Stock Purchase Agreement
between Alleghany Corporation and
Chicago Title and Trust Company.
*4.3 Form of Stock Purchase Agreement
between Chicago Title and Trust
Company and Employee.
**4.4 Chicago Title and Trust Company
Performance Unit Incentive Plan, as
Amended and Restated as of January 1,
1993, filed as Exhibit 10.15 to
Alleghany's Annual Report on
Form 10-K for the year ended
December 31, 1993, is incorporated
herein by reference.
*5.1 Opinion and Consent of Counsel.
+23.1 Consent of Peat Marwick Main & Co.
dated March 17, 1989.
**23.2 Consent of KPMG Peat Marwick LLP
dated December 21, 1994.
++24.1 Powers of Attorney.
<PAGE>
**24.2 Powers of Attorney.
**28 Information from reports furnished to
state regulatory authorities by
Underwriters Reinsurance Company and
Commercial Underwriters Insurance
Company, filed as Exhibit 28 to
Alleghany's Annual Report on
Form 10-K for the year ended
December 31, 1993, is incorporated
herein by reference.
------------------------
* Previously filed.
** Filed herewith.
+ Previously filed as Exhibit 24.1.
++ Previously filed as Exhibit 25.1.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and
-----------------
(a)(1)(ii) do not apply if the information required by
those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
<PAGE>
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934), that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of
New York, on the 21st day of December, 1994.
ALLEGHANY CORPORATION
By: /s/ John J. Burns, Jr.
-----------------------------
John J. Burns, Jr.
President
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Date: December 21, 1994 By: /s/ John J. Burns, Jr.
------------------------------
John J. Burns, Jr.
President and Director
(principal executive
officer)
Date: December 21, 1994 By: *
------------------------------
Dan R. Carmichael
Director
Date: December 21, 1994 By: /s/ David B. Cuming
------------------------------
David B. Cuming
Senior Vice President
(principal financial
officer)
Date: December 21, 1994 By: *
------------------------------
Allan P. Kirby, Jr.
Director
<PAGE>
Date: December 21, 1994 By: *
------------------------------
F.M. Kirby
Chairman of the Board
and Director
Date: December 21, 1994 By: *
------------------------------
William K. Lavin
Director
Date: December 21, 1994 By: /s/ Peter R. Sismondo
------------------------------
Peter R. Sismondo
Vice President, Controller
and Assistant Secretary
(principal accounting
officer)
Date: December 21, 1994 By: *
------------------------------
John E. Tobin
Director
Date: December 21, 1994 By: *
------------------------------
James F. Will
Director
Date: December 21, 1994 By: *
------------------------------
Paul F. Woodberry
Director
Date: December 21, 1994 By: *
------------------------------
S. Arnold Zimmerman
Director
*By: /s/ John J. Burns, Jr.
------------------------------------------
John J. Burns, Jr., Attorney-in-Fact
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
*3.1 Restated Certificate of Incorporation
of Alleghany, as amended by Amendment
accepted and received for filing by
the Secretary of State of the State
of Delaware on June 23, 1988.
*3.2 By-Laws of Alleghany.
**3.3 By-Laws of Alleghany as amended
July 1, 1992, filed as Exhibit 3.02
to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended
June 30, 1992, are incorporated
herein by reference.
*4.1 Chicago Title and Trust Company Stock
Purchase Plan for Key Employees.
*4.2 Form of Stock Purchase Agreement
between Alleghany Corporation and
Chicago Title and Trust Company.
*4.3 Form of Stock Purchase Agreement
between Chicago Title and Trust
Company and Employee.
**4.4 Chicago Title and Trust Company
Performance Unit Incentive Plan, as
Amended and Restated as of January 1,
1993, filed as Exhibit 10.15 to
Alleghany's Annual Report on
Form 10-K for the year ended
December 31, 1993, is incorporated
herein by reference.
*5.1 Opinion and Consent of Counsel.
+23.1 Consent of Peat Marwick Main & Co.
dated March 17, 1989.
**23.2 Consent of KPMG Peat Marwick LLP
dated December 21, 1994.
++24.1 Powers of Attorney.
**24.2 Powers of Attorney.
<PAGE>
**28 Information from reports furnished to
state regulatory authorities by
Underwriters Reinsurance Company and
Commercial Underwriters Insurance
Company, filed as Exhibit 28 to
Alleghany's Annual Report on
Form 10-K for the year ended
December 31, 1993, is incorporated
herein by reference.
------------------------
* Previously filed.
** Filed herewith.
+ Previously filed as Exhibit 24.1.
++ Previously filed as Exhibit 25.1.
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alleghany Corporation:
We consent to incorporation by reference in the Post-
Effective Amendment No. 1 constituting part of the
Registration Statement (No. 33-27598) on Form S-8 of our
reports dated February 23, 1994 relating to the financial
statements and related schedules of Alleghany Corporation and
subsidiaries, which appear in, or are incorporated by
reference in the Annual Report on Form 10-K of Alleghany
Corporation for the fiscal year ended December 31, 1993. Our
reports refer to the adoption of the provisions of Financial
Accounting Standards Board Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" and No. 109, "Accounting for
Income Taxes" at December 31, 1993 and in 1992, respectively.
KPMG PEAT MARWICK LLP
New York, New York
December 21, 1994
EXHIBIT 24.2
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1994.
/s/ Dan R. Carmichael
-----------------------------
Dan R. Carmichael
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 21st day of December, 1994.
/s/ Allan P. Kirby, Jr.
-----------------------------
Allan P. Kirby, Jr.
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 20th day of December, 1994.
/s/ F.M. Kirby
-----------------------------
F.M. Kirby
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1994.
/s/ William K. Lavin
-----------------------------
William K. Lavin
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 20th day of December, 1994.
/s/ John E. Tobin
-----------------------------
John E. Tobin
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 21st day of December, 1994.
/s/ James F. Will
-----------------------------
James F. Will
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 21st day of December, 1994.
/s/ Paul F. Woodberry
-----------------------------
Paul F. Woodberry
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR., and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of up to
100,000 shares of Common Stock, $1.00 par value, of Alleghany
Corporation (the "Shares"), including specifically, but
without limitation thereof, power and authority to sign his
name as director of Alleghany Corporation to any amendment to
the Registration Statement filed with the Securities and
Exchange Commission on March 17, 1989 (File No. 33-27598) and
to any documents filed as part of or in connection with said
Registration Statement or amendments; and the undersigned
does hereby ratify and confirm all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 21st day of December, 1994.
/s/ S. Arnold Zimmerman
-----------------------------
S. Arnold Zimmerman
