As filed with the Securities and Exchange Commission on September 30, 1994
Registration Number 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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)
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)
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Copies to:
Linda E. Ransom, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3350
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT
CLASS OF AMOUNT OFFERING AGGREGATE OF
SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT* PRICE* FEE
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Common Stock,
par value $1.00
per share 212,757 $145.50 $30,956,143.50 $10,674.53
=======================================================================
* Estimated for the sole purpose of computing the registration fee.
Pursuant to Securities Act Rule 457(c), the proposed maximum
offering price per unit is calculated as the average of the high
and low prices, reported by the New York Stock Exchange, Inc., of
the common stock of the registrant as of September 26, 1994.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO
SAID SECTION 8(A) MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL, PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1994
PROSPECTUS
212,757 SHARES
ALLEGHANY CORPORATION
COMMON STOCK
This Prospectus relates to 212,757 shares (the
"Shares") of common stock, par value $1.00 per share (the
"Common Stock"), of Alleghany Corporation ("Alleghany"),
which are presently outstanding and are being offered for the
accounts of certain stockholders of Alleghany named herein
under "Selling Stockholders" (the "Selling Stockholders").
Alleghany will not receive any of the proceeds from the sale
of such Shares.
The Common Stock of Alleghany is listed on the New
York Stock Exchange under the trading symbol "Y." On
September 29, 1994, the reported last sale price of the
Common Stock of Alleghany on the New York Stock Exchange was
$145.75.
The Shares offered by this Prospectus may be
offered and sold by the Selling Stockholders from time to
time in one or more open market transactions on the New York
Stock Exchange, in negotiated transactions, or otherwise (or
in any combination of such methods of sale), in each case at
market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated
prices. Accordingly, sales prices and proceeds to the
<PAGE>
Selling Stockholders will depend upon price fluctuations and
the manner of sale. The Selling Stockholders may effect such
transactions by selling to or through one or more broker-
dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, brokerage commissions or
similar fees from the Selling Stockholders in amounts which
may vary from transaction to transaction. The Selling
Stockholders and any broker-dealers that participate in the
distribution may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received
by them and any profits realized on the resale of Shares by
them may be deemed to be underwriting discounts and
commissions under the Securities Act. The Selling
Stockholders may agree to indemnify such broker-dealers
against certain liabilities, including liabilities under the
Securities Act. The Selling Stockholders have advised
Alleghany that they have not entered into any agreements,
understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the Shares. See "Plan
of Distribution" and "Selling Stockholders."
Alleghany has agreed to pay certain costs and
expenses in connection with the registration of the Shares
being offered hereby, estimated at $33,000; however, all
other expenses incident to the disposition by each Selling
Stockholder of the Shares held by him or her, including
brokerage commissions, shall be borne by such Selling
Stockholder. See "Selling Stockholders."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is November , 1994.
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AVAILABLE INFORMATION
Alleghany is subject to the informational require-
ments of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by
Alleghany with the Commission may be inspected and copied at
the public reference facilities maintained by the Commission
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the regional offices of the
Commission in New York (Seven World Trade Center, 13th floor,
New York, New York 10048), and Chicago (500 West Madison
Street, Suite 1400, Chicago, Illinois 60661). Copies of such
materials also may be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such material may also
be inspected at the offices of the New York Stock Exchange,
Inc. (20 Broad Street, New York, New York 10005).
Alleghany has filed with the Commission a Registra-
tion Statement on Form S-3 (of which this Prospectus is a
part) under the Securities Act with respect to the Shares
being offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement,
certain portions of which been omitted as permitted by the
rules and regulations of the Commission. Statements made in
this Prospectus as to the contents of any contract,
agreement, instrument or other document are not necessarily
complete, and in each instance reference is made to the copy
of such contract, agreement, instrument or document filed as
an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference and the
exhibits and schedules thereto.
INCORPORATION OF CERTAIN 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:
(1) Alleghany's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, which
incorporates by reference certain portions of
(i) Alleghany's 1993 Annual Report to Stockholders,
including financial statements, notes thereto and
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accompanying information, and (ii) Alleghany's
Proxy Statement dated March 28, 1994 and the
Supplement thereto dated April 7, 1994, relating to
its Annual Meeting of Stockholders held on
April 22, 1994;
(2) Alleghany's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994;
and
(3) 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 3.2,
respectively, to the Registration Statement of
which this Prospectus is a part, 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 Prospectus and prior to the
termination of the offering of the Shares shall be deemed to
be incorporated by reference in this Prospectus and made a
part hereof from the date of filing of such documents.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained
herein or in any other document subsequently filed with the
Commission which also is or is deemed to be incorporated by
reference herein or in any Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
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Alleghany hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus is
delivered, upon written or oral request of any such person, a
copy of any and all documents that have been incorporated by
reference in this Prospectus, other than exhibits to any such
documents unless such exhibits themselves are specifically
incorporated by reference in such document. Such requests
should be directed to the Secretary of Alleghany Corporation,
Park Avenue Plaza, New York, New York 10055, telephone
(212) 752-1356.
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ALLEGHANY CORPORATION
Alleghany Corporation ("Alleghany") was
incorporated in 1984 under the laws of the State of Delaware.
In December 1986, Alleghany succeeded to the business of its
parent company, Alleghany Corporation, a Maryland
corporation incorporated in 1929, upon the parent company's
liquidation.
Alleghany's principal executive offices are located
at Park Avenue Plaza, New York, New York 10055 and its
telephone number is (212) 752-1356. 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 Reinsurance Company, in the property and
casualty reinsurance business. In addition, Alleghany is
engaged through its subsidiary Sacramento Savings Bank
("Sacramento Savings") in retail banking, and, 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.
On May 18, 1994, Alleghany entered into a Stock
Purchase Agreement with First Interstate Bank of California,
the principal subsidiary of First Interstate Bancorp,
providing for the sale by Alleghany to First Interstate Bank
of California of Sacramento Savings and an ancillary company,
for a cash purchase price of $331 million, subject to
adjustment. As part of the transaction, Alleghany will
purchase certain real estate and real estate-related assets
of Sacramento Savings (to the extent not sold to third
parties prior to the closing) at their book value as of the
closing. At April 30, 1994, such assets had a book value of
about $132 million. The closing, which is subject to
customary legal conditions and approvals by federal and
California state banking authorities, is expected to take
place in the fourth quarter of 1994.
USE OF PROCEEDS
Alleghany will not receive any of the proceeds from
sales of the Shares being offered hereby. See "Selling
Stockholders" for a list of those persons who will receive
the proceeds from such sales.
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SELLING STOCKHOLDERS
The Shares being offered hereby were issued to the
Selling Stockholders in connection with the acquisition by
Alleghany of Montag & Caldwell Associates, Inc., an
investment counseling firm owned by the Selling Stockholders.
Pursuant to the acquisition agreement, Alleghany agreed to
use its reasonable best efforts to register the Shares. The
acquisition agreement also provides that the expenses
incurred in connection with the registration of the Shares
(including, without limitation, registration fees, printing
or document reproduction expenses, and fees and expenses of
Alleghany's counsel and accountants) are to be borne by
Alleghany, and all other expenses incident to the disposition
by each Selling Stockholder of the Shares held by him or her
(including, without limitation, fees and expenses of his or
her counsel and all underwriting discounts, if any, brokerage
commissions and similar fees) are to be borne by such Selling
Stockholder. In addition, Alleghany has agreed to indemnify
the Selling Stockholders against liability arising out of or
due to actual or alleged material misstatements or omissions
in the Registration Statement of which this Prospectus is a
part (other than liability arising from information supplied
by a Selling Stockholder expressly for use in the
Registration Statement), and the Selling Stockholders
severally (on a pro rata basis according to the number of
Shares owned by each Selling Stockholder and offered hereby)
and not jointly have agreed to indemnify Alleghany against
liability arising from actual or alleged material
misstatements or omissions in such Registration Statement
which arise out of or are due to material misstatements or
omissions in the information supplied by the Selling
Stockholders expressly for use in such Registration
Statement.
The following table sets forth the names of the
Selling Stockholders, their positions, offices or other
material relationships with Montag & Caldwell Associates,
Inc. and the number of Shares owned by them and offered
hereby. Except with respect to their ownership of the common
stock of Montag & Caldwell Associates, Inc. prior to the
acquisition and except as set forth below, none of the
Selling Stockholders has had a material relationship with
Alleghany or any of its predecessors or affiliates within the
past three years. Except for the Shares listed below, none
of the Selling Stockholders beneficially owns any shares of
Alleghany Common Stock. As of the date hereof, no Selling
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Stockholder beneficially owns one percent or more of the
Common Stock of Alleghany, and the number of shares of such
Common Stock any Selling Stockholder will own after the
completion of this offering cannot be determined.
Position, office,
or other material
relationship with
Montag & Caldwell Number of
Selling Stockholder Associates, Inc.(1) Shares owned
------------------- ------------------- ------------
Solon P. Patterson Chairman of the Board 40,546
and Chief Executive
Officer
Ronald E. Canakaris Director, President and 40,546
Chief Investment
Officer
David F. Seng Director, Executive 10,136
Vice President and
Chief Operating Officer
David F. Seng Not Applicable 9,731
Individual Retirement
Account (2)
Janet B. Bunch Vice President 13,380
Janet B. Bunch Not Applicable 810
Individual Retirement
Account (2)
Elizabeth C. Chester Vice President 11,758
Jane R. Davenport Vice President 810
Charlotte F. Fox Vice President 4,054
Charlotte F. Fox Not Applicable 12,163
Individual Retirement
Account (2)
Richard W. Haining Vice President 18,245
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Richard W. Haining Not Applicable 1,621
Individual Retirement
Account (2)
Grover C. Maxwell III Vice President 8,109
Carolyn Sue Tyson Secretary and Treasurer 8,514
Carolyn Sue Tyson Not Applicable 11,352
Individual Retirement
Account (2)
William A. Vogel Vice President 18,955
Homer W. Whitman, Jr. Vice President 2,027
(1) Each Selling Stockholder holds the same office with
Montag & Caldwell, Inc., a wholly owned subsidiary of
Montag & Caldwell Associates, Inc., and held the same offices
with both companies prior to the acquisition (except for
(i) Carolyn Sue Tyson, who was a director of both Montag &
Caldwell Associates, Inc. and Montag & Caldwell, Inc. prior
to the acquisition but not thereafter, and (ii) David F.
Seng, who became a director of both Montag & Caldwell
Associates, Inc. and Montag & Caldwell, Inc. at the time of
the acquisition).
(2) Shares held in an Individual Retirement Account are held
for the benefit of the Selling Stockholder whose name appears
in the account title.
PLAN OF DISTRIBUTION
The Shares offered by this Prospectus may be
offered and sold by the Selling Stockholders from time to
time in one or more open market transactions on the New York
Stock Exchange, in negotiated transactions, or otherwise (or
in any combination of such methods of sale), in each case at
market prices prevailing at the time of sale, at prices
related to such prevailing market prices, or at negotiated
prices. Accordingly, sales prices and proceeds to the
Selling Stockholders will depend upon price fluctuations and
the manner of sale. The Selling Stockholders may effect such
transactions by selling to or through one or more broker-
dealers, and such broker-dealers may receive compensation in
the form of underwriting discounts, brokerage commissions or
similar fees from the Selling Stockholders in amounts which
may vary from transaction to transaction. The Selling
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Stockholders and any broker-dealers that participate in the
distribution may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any
commissions received by them and any profits realized on the
resale of Shares by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The
Selling Stockholders may agree to indemnify such broker-
dealers against certain liabilities, including liabilities
under the Securities Act. See "Selling Stockholders." The
Selling Stockholders have advised Alleghany that they have
not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers
regarding the sale of the Shares.
LEGAL OPINION
The validity of the Shares being offered hereby has
been passed upon for Alleghany by Donovan Leisure Newton &
Irvine, 30 Rockefeller Plaza, New York, New York 10112.
EXPERTS
The consolidated financial statements and financial
statement schedules of Alleghany and subsidiaries included in
or incorporated by reference in Alleghany's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 have
been incorporated herein by reference in reliance upon the
reports, also incorporated herein by reference, of KPMG Peat
Marwick LLP, independent certified public accountants given
on their authority as experts in auditing and accounting.
Such reports refer to the adoption by Alleghany of the
provisions of Financial Accounting Standards Board's
Statements 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.
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NO DEALER, SALESMAN OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY ALLEGHANY
CORPORATION. THIS PROSPECTUS DOES NOT 212,757 SHARES
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF
THESE SECURITIES IN ANY JURISDICTION TO ALLEGHANY
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE CORPORATION
SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE COMMON STOCK
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF ALLEGHANY
CORPORATION AND ITS SUBSIDIARIES SINCE THE
DATE HEREOF OR THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.
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TABLE OF CONTENTS
Page
Available Information............ 3 PROSPECTUS
Incorporation of Certain
Documents by Reference........ 3
Alleghany Corporation............ 6
Use of Proceeds.................. 6
Selling Stockholders............. 7
Plan of Distribution............. 9
Legal Opinion.................... 10
Experts.......................... 10
November , 1994
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the expenses payable by Alleghany
in connection with the offering of the Shares described in
this Registration Statement, all of which are estimated
except for the registration fee:
Securities and Exchange Commission
registration fee $10,674.53
Legal fees and expenses $12,000.00
Accounting fees and expenses $10,000.00
Miscellaneous expenses $ 325.47
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TOTAL $33,000.00
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All other expenses incident to the disposition by
each Selling Stockholder of the Shares held by him or her
(including, without limitation, fees and expenses of his or
her counsel and all underwriting discounts, if any, brokerage
commissions and similar fees) are to be borne by such Selling
Stockholder.
ITEM 15. 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
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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.
ITEM 16. EXHIBITS.
The documents listed hereunder are filed as
exhibits hereto.
Exhibit Number Description
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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, filed
as Exhibit 20 to Alleghany's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988, is
incorporated herein by reference.
3.2 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, is incorporated herein by
reference.
2.1 Agreement and Plan of Merger dated as
of April 29, 1994 among Montag &
Caldwell Associates, Inc., Alleghany
Acquisition Corporation, Alleghany
and the Shareholders of Montag &
Caldwell Associates, Inc. (the
"Montag & Caldwell Acquisition
Agreement"), filed as Exhibit 10.1(a)
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to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended
March 30, 1994, is incorporated
herein by reference.
2.2 List of Contents of Exhibits to the
Montag & Caldwell Acquisition
Agreement, filed as Exhibit 10.1(b)
to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended
March 30, 1994, is incorporated
herein by reference.
5 Opinion and Consent of Donovan
Leisure Newton & Irvine.
23.1 Consent of Donovan Leisure Newton &
Irvine (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP.
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.
ITEM 17. 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, unless
the information required to be included in such post-
effective amendment is contained in periodic reports
filed 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;
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(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,
unless the information required to be included in such
post-effective amendment is contained in periodic
reports filed 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; 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.
(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, as amended, 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.
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(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.
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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-3 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 30th day of September, 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: September 30, 1994 By: /s/ John J. Burns, Jr.
---------------------------
John J. Burns, Jr.
President and Director
(principal executive
officer)
Date: September 30, 1994 By: /s/ Dan R. Carmichael
---------------------------
Dan R. Carmichael
Director
Date: September 30, 1994 By: /s/ David B. Cuming
---------------------------
David B. Cuming
Senior Vice President
(principal financial
officer)
Date: September 30, 1994 By: /s/ Allan P. Kirby, Jr.
---------------------------
Allan P. Kirby, Jr.
Director
Date: September 30, 1994 By: /s/ F.M. Kirby
---------------------------
F.M. Kirby
Chairman of the Board
and Director
<PAGE>
II-6
<PAGE>
Date: September 30, 1994 By: /s/ William K. Lavin
---------------------------
William K. Lavin
Director
Date: September 30, 1994 By: /s/ Peter R. Sismondo
---------------------------
Peter R. Sismondo
Vice President, Controller
and Assistant Secretary
(principal accounting
officer)
Date: September 30, 1994 By: /s/ John E. Tobin
---------------------------
John E. Tobin
Director
Date: September 30, 1994 By: /s/ James F. Will
---------------------------
James F. Will
Director
Date: September 30, 1994 By: /s/ Paul F. Woodberry
---------------------------
Paul F. Woodberry
Director
Date: September 30, 1994 By: /s/ S. Arnold Zimmerman
---------------------------
S. Arnold Zimmerman
Director
II-7
<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, filed
as Exhibit 20 to Alleghany's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988, is
incorporated herein by reference.
3.2 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, is incorporated herein by
reference.
2.1 Agreement and Plan of Merger dated as
of April 29, 1994 among Montag &
Caldwell Associates, Inc., Alleghany
Acquisition Corporation, Alleghany
and the Shareholders of Montag &
Caldwell Associates, Inc. (the
"Montag & Caldwell Acquisition
Agreement"), filed as Exhibit 10.1(a)
to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended
March 30, 1994, is incorporated
herein by reference.
2.2 List of Contents of Exhibits to the
Montag & Caldwell Acquisition
Agreement, filed as Exhibit 10.1(b)
to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended
March 30, 1994, is incorporated
herein by reference.
5 Opinion and Consent of Donovan
Leisure Newton & Irvine.
II-8
<PAGE>
23.1 Consent of Donovan Leisure Newton &
Irvine (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP.
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.
II-9
<PAGE>
EXHIBIT 23.1
Law Offices of
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, N.Y. 10112
September 30, 1994
Alleghany Corporation
Park Avenue Plaza
New York, New York 10055
Re: Alleghany Corporation
Registration Statement on Form S-3
Filed with the Securities and Exchange
Commission on September 30, 1994
--------------------------------------
Gentlemen:
We are acting as counsel for Alleghany Corporation,
a Delaware corporation ("Alleghany"), in connection with the
registration by Alleghany under the Securities Act of 1933,
as amended (the "Act"), of 212,757 shares of common stock,
par value $1.00 per share (the "Shares"), which are presently
outstanding and will be offered for the accounts of certain
stockholders of Alleghany (the "Selling Stockholders") under
the Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on September 30, 1994 (the
"Registration Statement").
We are familiar with the proceedings of Alleghany
relating to the authorization and issuance of the Shares. In
addition, we have made such further examinations of law and
fact as we have deemed appropriate in connection with the
opinion hereinafter set forth. We express no opinion as to
the law of any jurisdiction other than the laws of the State
of New York and the corporate laws of the State of Delaware.
Based upon the foregoing, we are of the opinion
that the Shares to be offered for the accounts of the Selling
Stockholders have been duly authorized and validly issued,
and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and to the reference
to our firm which appears in the Prospectus constituting a
part thereof under the caption "Legal Opinion." In giving
such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7
of the Act, or under the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donovan Leisure Newton & Irvine
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alleghany Corporation:
We consent to incorporation by reference in the Registration
Statement on Form S-3 of our reports dated February 23, 1994
relating to the financial statements and related schedules of
Alleghany Corporation and subsidiaries, which appear 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 by Alleghany of the provisions of Financial
Accounting Standards Board's Statements 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.
We also consent to the reference to our Firm under the
heading "Experts" in such Registration Statement.
/s/ KPMG Peat Marwick LLP
New York, New York
September 30, 1994
