As filed with the Securities and Exchange Commission on September 8, 1995
Registration Number
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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, General Counsel
and Secretary
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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<PAGE>
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. [ ]
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]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
==============================================================================
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT
CLASS OF AMOUNT OFFERING AGGREGATE OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED UNIT (1) PRICE (1) FEE
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Common Stock,
par value $1.00
per share 78,972 $169.50 $13,385,754 $4,615.78
==============================================================================
(1) 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 1, 1995.
<PAGE>
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.
<PAGE>
<PAGE>
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 8, 1995
PROSPECTUS
78,972 SHARES
ALLEGHANY CORPORATION
COMMON STOCK
This Prospectus relates to 78,972 shares (the
"Shares") of common stock, par value $1.00 per share (the
"Common Stock"), of Alleghany Corporation ("Alleghany") being
offered for the accounts of certain persons named herein
under "Selling Stockholders" (the "Selling Stockholders") or
by pledgees, donees, transferees or other successors in
interest of Selling Stockholders ("Transferees"). Alleghany
will not receive any of the proceeds from the sale of the
Shares being offered hereby.
The Common Stock of Alleghany is listed on the New
York Stock Exchange under the trading symbol "Y." On
September 1, 1995, the reported last sale price of the Common
Stock of Alleghany on the New York Stock Exchange was
$170.25.
The Shares offered by this Prospectus may be
offered and sold by the Selling Stockholders or Transferees
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
<PAGE>
prices related to such prevailing market prices, or at
negotiated prices. Accordingly, sales prices and proceeds to
the Selling Stockholders or Transferees will depend upon
price fluctuations and the manner of sale. The Selling
Stockholders or Transferees 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 or Transferees in amounts which
may vary from transaction to transaction. The Selling
Stockholders, Transferees 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 or Transferees 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 being offered hereby. See "Plan of Distribution"
and "Selling Stockholders."
The Selling Stockholders may be unable to sell a
portion of their Shares being offered hereby at certain times
because of an escrow arrangement described herein under
"Selling Stockholders."
Alleghany has agreed to pay certain costs and
expenses in connection with the registration of the Shares
being offered hereby, estimated at $27,000; however, all
other expenses incident to the disposition by each Selling
Stockholder or Transferee of the Shares held by him or her,
including brokerage commissions, shall be borne by such
Selling Stockholder or Transferee. 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.
--------------
The date of this Prospectus is September , 1995.
<PAGE>
<PAGE>
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 have 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, 1994, which
incorporates by reference certain portions of
(i) Alleghany's 1994 Annual Report to Stockholders,
<PAGE>
including financial statements, notes thereto and
accompanying information, and (ii) Alleghany's
Proxy Statement dated March 27, 1995, relating to
its Annual Meeting of Stockholders held on
April 28, 1995;
(2) Alleghany's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995;
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 being offered
hereby 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.
<PAGE>
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 number
(212) 752-1356.
<PAGE>
<PAGE>
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 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.
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.
SELLING STOCKHOLDERS
The Shares offered hereby were issued to the
Selling Stockholders in connection with a business
combination in which Credit Data Reporting Services, Inc.
("CDRS"), Credit Data of Hudson Valley Inc. ("CDHV") and The
Juhl Corporation ("TJC" and, together with CDRS and CDHV, the
"Credit Data Companies"), were merged (the "Merger") into a
subsidiary of Alleghany ("New Credit Data"). New Credit Data
is engaged in the business of credit reporting and debt
collection. Pursuant to the merger agreement, Alleghany
agreed to use commercially reasonable efforts to register the
Shares being offered hereby. The merger agreement also
provides that the expenses incurred in connection with the
<PAGE>
registration the Shares being offered hereby (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 or Transferee 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 or Transferee. 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 jointly and severally 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. 7,196 shares of Alleghany
Common Stock registered in the names of the Selling
Stockholders were placed in escrow pending a final
determination of post-closing purchase price adjustments
("Purchase Price Adjustment Escrow"). Such shares were
withheld from the Selling Stockholders in proportion to their
ownership interests in each of the Credit Data Companies
immediately prior to the closing. Because the determination
of most of the post-closing purchase price adjustments is
expected by 1995 year-end and the determination of the
remainder is expected by no later than mid-1996, such shares
are included in the Shares being offered hereby.
The names of the Selling Stockholders, their
positions, offices or other material relationships with the
Credit Data Companies and New Credit Data, and the number of
shares of Alleghany Common Stock owned by them and, subject
to the escrow arrangements described above, offered hereby
are set forth below. Except with respect to their ownership
of the common stock of the Credit Data Companies prior to the
Merger 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 as set forth below, none of the Selling
Stockholders beneficially owns any shares of Alleghany Common
Stock. If all of the Shares offered by this Prospectus are
sold by the Selling Stockholders and Transferees, no Selling
Stockholder or Transferee will own any shares of Alleghany
Common Stock after completion of the offering.
<PAGE>
DONALD R. JUHL: Mr. Juhl does not hold any office
with New Credit Data, but will act as a consultant to New
Credit Data until December 31, 1995. Prior to the Merger,
Mr. Juhl was a Director of CDRS; President, Treasurer and a
Director of CDHV; and Treasurer and a Director of TJC. Mr.
Juhl owns 22,572 Shares, including 2,057 Shares held in the
Purchase Price Adjustment Escrow. All of the Shares owned by
Mr. Juhl are offered for sale pursuant to this Prospectus.
MARGARET E. JUHL: Ms. Juhl does not hold any
position with New Credit Data. Prior to the Merger, Ms. Juhl
was a Vice President, Secretary and a Director of CDHV. Ms.
Juhl owns 3,129 Shares, including 285 Shares held in the
Purchase Price Adjustment Escrow. All of the Shares owned by
Ms. Juhl are offered for sale pursuant to this Prospectus.
DONALD M. JUHL: Mr. Juhl is President and a
Director of New Credit Data. Prior to the Merger, Mr. Juhl
was President and a Director of CDRS; Executive Vice
President and a Director of CDHV; and Vice President and a
Director of TJC. Mr. Juhl owns 17,757 Shares, including
1,618 Shares held in the Purchase Price Adjustment Escrow.
All of the Shares owned by Mr. Juhl are offered for sale
pursuant to this Prospectus.
KAREN E. JANKOWSKI: Ms. Jankowski is Vice
President of New Credit Data. Prior to the Merger, Ms.
Jankowski was Vice President and a Director of CDRS; Vice
President and a Director of CDHV; and President and a
Director of TJC. Ms. Jankowski owns 17,757 Shares, including
1,618 Shares held in the Purchase Price Adjustment Escrow.
All of the shares of Alleghany Common Stock owned by Ms.
Jankowski are offered for sale pursuant to this Prospectus.
SUZANNE JUHL-PULVER: Ms. Juhl-Pulver does not hold
any office with New Credit Data, but will continue to be
employed by New Credit Data through November 30, 1995. Prior
to the Merger, Ms. Juhl-Pulver was Secretary, Treasurer and a
Director of CDRS; and Secretary and a Director of TJC. Ms.
Juhl-Pulver owns 17,757 Shares, including 1,618 shares held
in the Purchase Price Adjustment Escrow. All of the shares
of Alleghany Common Stock owned by Ms. Juhl-Pulver are
offered for sale pursuant to this Prospectus.
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered by this Prospectus may be
offered and sold by the Selling Stockholders or Transferees,
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 or Transferees will depend upon
price fluctuations and the manner of sale. The Selling
Stockholders or Transferees 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 or Transferees in amounts which
may vary from transaction to transaction. The Selling
Stockholders, Transferees 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 being offered
hereby.
The Selling Stockholders may be unable to sell a
portion of their Shares being offered hereby at certain times
because of an escrow arrangement described herein under
"Selling Stockholders."
LEGAL OPINION
The validity of the Shares being offered hereby
will be 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 its subsidiaries
<PAGE>
included in or incorporated by reference in Alleghany's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 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.
<PAGE>
<PAGE>
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 78,972 SHARES
CORPORATION. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF ALLEGHANY
THESE SECURITIES IN ANY JURISDICTION TO CORPORATION
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF COMMON STOCK
THIS PROSPECTUS NOR ANY SALE MADE
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............. 6
Plan of Distribution............. 9
Legal Opinion.................... 9
Experts.......................... 10
September , 1995
<PAGE>
<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 $4,615.78
Legal fees and expenses $12,000.00
Accounting fees and expenses $10,000.00
Miscellaneous expenses $384.22
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TOTAL $27,000.00
==========
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.
<PAGE>
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.
ITEM 16. EXHIBITS.
The documents listed hereunder are filed as
exhibits hereto.
Exhibit Number Description
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2.1 Agreement and Plan of Merger dated as
of August 31, 1995, among Credit Data
Reporting Services, Inc., Credit Data
of Hudson Valley Inc., The Juhl
Corporation (collectively, the
"Companies"), Alleghany Acquisition
Corporation, Alleghany and each of
the shareholders of the Companies
(the "Credit Data Merger Agreement").
2.2 List of Contents of Exhibits to the
Credit Data Merger Agreement.
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.
<PAGE>
3.2 By-Laws of Alleghany as amended April
18, 1995, filed as Exhibit 3.1 to
Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31,
1995, 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.
24 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, 1994, 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.
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
<PAGE>
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. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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
<PAGE>
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-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 8th day of September, 1995.
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 8, 1995 By: /s/ John J. Burns, Jr.
----------------------------
John J. Burns, Jr.
President and Director
(principal executive
officer)
Date: September 8, 1995 By: /s/ Dan R. Carmichael*
----------------------------
Dan R. Carmichael
Director
Date: September 8, 1995 By: /s/ David B. Cuming
----------------------------
David B. Cuming
Senior Vice President
(principal financial
officer)
<PAGE>
Date: September 8, 1995 By: /s/ Allan P. Kirby, Jr.*
----------------------------
Allan P. Kirby, Jr.
Director
Date: September 8, 1995 By: /s/ F.M. Kirby*
----------------------------
F.M. Kirby
Chairman of the Board
and Director
Date: September 8, 1995 By: /s/ William K. Lavin*
----------------------------
William K. Lavin
Director
Date: September 8, 1995 By: /s/ Peter R. Sismondo
----------------------------
Peter R. Sismondo
Vice President, Controller,
Treasurer and Assistant
Secretary (principal
accounting officer)
Date: September 8, 1995 By: /s/ John E. Tobin*
----------------------------
John E. Tobin
Director
Date: September 8, 1995 By: /s/ James F. Will*
----------------------------
James F. Will
Director
Date: September 8, 1995 By: /s/ Paul F. Woodberry*
----------------------------
Paul F. Woodberry
Director
<PAGE>
Date: September 8, 1995 By: /s/ S. Arnold Zimmerman*
----------------------------
S. Arnold Zimmerman
Director
*By:/s/ Robert M. Hart
------------------------
Robert M. Hart
Attorney-in-Fact
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
2.1 Agreement and Plan of Merger dated as
of August 31, 1995, among Credit Data
Reporting Services, Inc., Credit Data
of Hudson Valley Inc., The Juhl
Corporation (collectively, the
"Companies"), Alleghany Acquisition
Corporation, Alleghany and each of
the shareholders of the Companies
(the "Credit Data Merger Agreement").
2.2 List of Contents of Exhibits to the
Credit Data Merger Agreement.
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 April
18, 1995, filed as Exhibit 3.1 to
Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31,
1995, 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.
24 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, 1994, is incorporated
herein by reference.
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
AMONG
CREDIT DATA REPORTING SERVICES, INC.,
CREDIT DATA OF HUDSON VALLEY INC.,
THE JUHL CORPORATION
(COLLECTIVELY, THE "COMPANIES"),
ALLEGHANY ACQUISITION CORPORATION,
ALLEGHANY CORPORATION
AND
THE SHAREHOLDERS OF THE COMPANIES
DATED AS OF AUGUST 31, 1995
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
ARTICLE I The Merger...................................
1.1. The Merger.......................................
1.2. Conversion of Shares.............................
1.3. Post-Closing Purchase Price Adjustment...........
1.4. Payment for Shares...............................
1.5. Closing..........................................
1.6. Effective Time...................................
1.7. Employment Agreement.............................
1.8. Termination Provisions...........................
ARTICLE II The Surviving Corporation...................
2.1. The Articles of Incorporation....................
2.2. The Bylaws.......................................
2.3. Officers and Directors...........................
ARTICLE III Reserved...................................
ARTICLE IV Representations and Warranties of the
Companies and the Shareholders.............
4.1. Corporate Organization and Qualification.........
4.2. Authorized Capital...............................
4.3. Corporate Authority..............................
4.4. Compliance.......................................
4.5. Financial Statements.............................
4.6. Undisclosed Liabilities..........................
4.7. No Material Adverse Change.......................
4.8. No Dividends, Sale of Assets, etc................
4.9. Litigation.......................................
4.10. Tax Matters......................................
4.11. Assets...........................................
(a) Credit Reporting and Debt Collection
Agreements...............................
(b) Other Agreements...........................
(c) Real Property..............................
(d) Intangible Property........................
(e) Intellectual Property......................
(f) Investment Securities......................
<PAGE>
(g) Other Assets...............................
(h) Title......................................
4.12. Benefit Plans....................................
4.13. Interests of Officers, Directors
and Shareholders...............................
4.14. Employees........................................
4.15. Banks ...........................................
4.16. Insurance........................................
4.17. Absence of Bank or Savings
and Loan Status................................
4.18. Brokers and Finders..............................
4.19. Status of Shareholders...........................
4.20. Investment Representation........................
4.21. Shareholder Understandings.......................
4.22. Pooling..........................................
4.23. Aggregate Materiality............................
4.24. Disclosure.......................................
ARTICLE V Representations and Warranties
of Alleghany and Newco......................
5.1. Corporate Organization and Qualification.........
5.2. Authorized Capital...............................
5.3. Corporate Authority..............................
5.4. Compliance.......................................
5.5. Financial Statements.............................
5.6. Undisclosed Liabilities..........................
5.7. No Material Adverse Change.......................
5.8. Litigation.......................................
5.9. Brokers and Finders..............................
5.10. SEC Filings......................................
5.11. Aggregate Materiality............................
5.12. Disclosure.......................................
5.13. Investment.......................................
5.14. Representation Regarding Reorganization Status...
ARTICLE VI Conditions to the Obligations
of Alleghany and Newco.....................
6.1. Compliance with Agreement........................
6.2. Representations and Warranties...................
6.3. Opinions of Counsel for the Companies
and the Shareholders...........................
6.4. Approvals........................................
6.5. Accounting Treatment.............................
6.6. Key Man Insurance................................
6.7. Indebtedness of the Companies....................
6.8. Employee Benefits................................
<PAGE>
6.9. IBM Assignment...................................
6.10 Settlement of the IBM Dispute....................
6.11. Escrow Agreement.................................
ARTICLE VII Conditions to the Obligations of the
Companies and the Shareholders............
7.1. Compliance with Agreement........................
7.2. Representations and Warranties...................
7.3. Opinion of Counsel for Alleghany and Newco.......
7.4. Approvals........................................
7.5. Escrow Agreement.................................
ARTICLE VIII Covenants of the Companies and
the Shareholders.........................
8.1. Covenants Pending the Closing....................
(a) Access to Properties, Books and Records....
(b) Carry On in Regular Course.................
(c) Preservation of Organization...............
8.2. Filings and Approvals............................
8.3. Reasonable Efforts...............................
8.4. Further Assurances...............................
8.5 No Competition; No Solicitation;
No Inducement; Confidentiality.................
8.6 Compliance with Securities Laws..................
ARTICLE IX Covenants of Alleghany and Newco............
9.1. Filings and Approvals............................
9.2. Reasonable Efforts...............................
9.3. Further Assurances...............................
9.4. Registration Rights..............................
(a) Registration...............................
(b) Effectiveness..............................
(c) Expenses...................................
(d) Shareholder Agreements.....................
(e) Indemnification under this Section 9.4.....
9.5. Delivery of SEC Documents........................
9.6. Indebtedness of the Companies....................
9.7. Return of Materials..............................
9.8. Covenants Relating to the Alleghany Shares.......
ARTICLE X Covenants of the Shareholders and Alleghany
Relating to Certain Tax Matters.............
10.1. Pre-Merger and Straddle Period Taxes.............
<PAGE>
10.2. Access to Information and Retention
of Records.....................................
10.3 Miscellaneous Tax Provisions.....................
(a) Notice of Disposed Consideration...........
(b) Absence of Tax Representations or
Agreements................................
ARTICLE XI Indemnity...................................
11.1. By the Shareholders..............................
(a) General.....................................
(b) Employee Benefits...........................
11.2. By Alleghany and Newco...........................
11.3. Limits...........................................
11.4. Certain Covenants Regarding Indemnity Shares.....
(a) Registration................................
(b) Effectiveness...............................
(c) Expenses....................................
(d) Shareholder Agreements......................
(e) Indemnification under this Section 11.4.....
(f) Stock Exchange Listing......................
11.5. Procedure........................................
11.6. Shareholders' Representative.....................
ARTICLE XII Miscellaneous Provisions...................
12.1. Termination......................................
12.2. Expenses.........................................
12.3. Notices..........................................
12.4. Entire Agreement; Amendment......................
12.5. Assignment.......................................
12.6. Survival of Representations, Warranties
and Covenants..................................
12.7. Governing Law....................................
12.8. Counterparts.....................................
12.9. Headings.........................................
12.10. Severability.....................................
12.11. Public Announcement..............................
12.12 Access to the Companies' Records.................
<PAGE>
AGREEMENT AND PLAN OF MERGER
----------------------------
AGREEMENT AND PLAN OF MERGER (this "Agreement"),
dated as of August 31, 1995, among Credit Data Reporting
Services, Inc., a New York corporation formed under the name
Credit Data of New York, Inc. ("CDRS"), Credit Data of Hudson
Valley Inc., a New York corporation formed under the name
Credit Data of Hudson Valley Incorporated ("CDHV"), The Juhl
Corporation, a New York corporation formed under the name 323
Wall Street, Kingston, N.Y. Realty Corp. ("TJC") (CDRS, CDHV
and TJC are collectively referred to herein as the
"Companies" and singly as a "Company"), Alleghany Acquisition
Corporation, a New York corporation ("Newco") (the Companies
and Newco being the constituent corporations in the Merger,
as defined below), Alleghany Corporation, a Delaware
corporation and the owner of all of the issued and
outstanding shares of capital stock of Newco ("Alleghany"),
and each of the shareholders of the Companies as listed in
Exhibit 4.2 hereto (the "Shareholders") (Alleghany and the
Shareholders joining as additional parties).
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Boards of Directors of Alleghany,
Newco and each of the Companies have each determined that it
is in the best interests of their respective shareholders for
CDRS, CDHV and TJC to merge with and into Newco upon the
terms and subject to the conditions set forth herein;
WHEREAS, Alleghany and the Shareholders intend that
the merger of each of CDRS, CDHV and TJC with and into Newco
will constitute a reorganization within the meaning of
Section 368(a)(1)(A) and (a)(2)(D) of the Internal Revenue
Code of 1986, as amended; and
WHEREAS, the Companies, Newco, Alleghany and the
Shareholders desire to make certain representations,
warranties, covenants and agreements in connection with the
transactions contemplated hereby;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants and agreements hereinafter set
forth, the parties hereto hereby agree as follows:
<PAGE>
ARTICLE I
The Merger
1.1. The Merger. Subject to the terms and
----------
conditions of this Agreement, at the Effective Time (as
defined in Section 1.6 hereof), CDRS, CDHV and TJC shall be
merged with and into Newco and the separate corporate
existence of CDRS, CDHV and TJC shall thereupon cease (the
"Merger"). Newco shall be the surviving corporation in the
Merger (sometimes hereinafter referred to as the "Surviving
Corporation") and shall continue to be governed by the laws
of the State of New York, and the separate corporate
existence of Newco with all of its rights, privileges,
immunities, powers and franchises shall continue unaffected
by the Merger. The Merger shall have the effects specified
in the New York Business Corporation Law (the "BCL").
1.2. Conversion of Shares. The manner of
--------------------
converting shares of each of the Companies and Newco in the
Merger shall be as follows:
(a) At the Effective Time: (i) each share of the
common stock, having no par value per share, of CDRS (the
"CDRS Shares"), (ii) each share of the common stock, having
no par value per share, of CDHV (the "CDHV Shares"), and
(iii) each share of the common stock, having no par value per
share, of TJC (the "TJC Shares"), issued and outstanding
immediately prior to the Effective Time shall, by virtue of
the Merger and without any action on the part of the holder
thereof, be converted into the right to receive, without
interest, the number of shares of common stock, par value
$1.00 per share, of Alleghany ("Alleghany Shares") determined
pursuant to Section 1.2(b) hereof.
(b) The number of Alleghany Shares into which each
CDRS Share, CDHV Share or TJC Share shall be converted shall
be determined as follows:
(i) $13,250,000 less the principal amount of
outstanding indebtedness in excess of $2,400,000 under
the Commercial Revolving Credit Note and Agreement
between The First National Bank of The Hudson Valley and
CDRS as at August 21, 1995 (the "Determination Date"),
which shall be allocated among CDRS, CDHV and TJC in
<PAGE>
proportion to the fair value of each. The parties
hereto mutually agree that, for purposes of this
Agreement, the fair value of CDRS, CDHV and TJC shall be
deemed to be equal to $9,250,000, $1,400,000 and
$2,600,000, respectively.
(ii) Each of the allocations determined pursuant
to clause (i) above shall be divided by the
Determination Date Share Price as defined by Section
1.3(g) hereof, resulting in a "CDRS Share Allocation," a
"CDHV Share Allocation" and a "TJC Share Allocation,"
respectively.
(iii) Each CDRS Share shall be converted into and
become the right to receive the number of Alleghany
Shares equal to the CDRS Share Allocation divided by 40,
each CDHV Share shall be converted into and become the
right to receive the number of Alleghany Shares equal to
the CDHV Share Allocation divided by 2,000, and each TJC
Share shall be converted into and become the right to
receive the number of Alleghany Shares equal to the TJC
Share Allocation divided by 200.
No more than the number of Alleghany Shares required to
convert the CDRS Shares, CDHV Shares and TJC Shares on the
foregoing basis shall be issued at the Effective Time, and
the Alleghany Shares being delivered in respect of each of
the CDRS Shares, CDHV Shares and TJC Shares shall be
identified by Alleghany at the Effective Time. Any
fractional shares resulting from such conversion to which a
Shareholder otherwise would be entitled shall not be issued
but shall be paid in cash. The Alleghany Shares for which
the CDRS Shares, CDHV Shares and TJC Shares are converted
pursuant to this Section 1.2 are collectively referred to
herein as the "Consideration." The Consideration shall be
subject to adjustment as provided in this Article I.
(c) The Consideration shall be subject to
adjustment as follows:
(i) If on or after the Determination Date and
before the Effective Time Alleghany shall, on a pro rata
basis, (A) declare or pay a dividend or make a
distribution to holders of Alleghany Shares,
(B) subdivide the outstanding Alleghany Shares into a
greater number of shares, (C) combine the outstanding
Alleghany Shares into a smaller number of shares, or
(D) issue by reclassification of the outstanding
<PAGE>
Alleghany Shares any securities, the Consideration shall
be adjusted so that each Shareholder shall be entitled
to receive the kind and number of shares of Alleghany
Shares and/or other securities which he or she would
have owned or been entitled to receive immediately
following such action had the Effective Time occurred
immediately prior thereto.
(ii) If on or after the Determination Date and
before the Effective Time Alleghany shall distribute on
a pro rata basis to holders of Alleghany Shares either
(A) evidences of indebtedness or assets (excluding cash
dividends or distributions), or (B) any other securities
of Alleghany or any rights, warrants, or options to
subscribe for, purchase or otherwise acquire securities
of Alleghany in a transaction not covered by
subsection (i) above (any of which are referred to
herein as "Other Securities"), then Alleghany shall
reserve for the benefit of each Shareholder such amount
of Other Securities as he or she would have owned or
been entitled to receive immediately following such
action had the Effective Time occurred immediately prior
thereto. In addition, from the Determination Date until
the Effective Time Alleghany shall reserve for the
benefit of each Shareholder any principal, interest,
dividends or other property payable with respect to
Other Securities as and when such interest, dividends or
other property is distributed to the holders of
Alleghany Shares. If such a reserve is made, at the
Effective Time each Shareholder shall be entitled to
receive from Alleghany his or her share of Other
Securities, together with the principal, interest,
dividends or other property payable with respect
thereto. In the event that any of the actions set forth
in Section 1.2(c)(i) hereof are taken with respect to
the Other Securities on or before the Effective Time,
then each Shareholder shall be entitled to receive the
kind and number of shares of Other Securities and/or
other securities which he or she would have owned or
been entitled to receive immediately following such
action had the Effective Time occurred immediately prior
thereto.
All CDRS Shares, CDHV Shares and TJC Shares, by
virtue of the Merger and without any action on the part of
the holders thereof, shall no longer be outstanding and shall
be cancelled and retired and shall cease to exist, and each
holder of a certificate representing any such shares shall
<PAGE>
thereafter cease to have any rights with respect to such
shares, except that each Shareholder shall have the right to
receive the Consideration for such shares in accordance with
Section 1.2 hereof upon the surrender of such certificate in
accordance with Section 1.4 hereof.
(d) At the Effective Time, each share of the
common stock, par value $1.00 per share, of Newco issued and
outstanding immediately prior to the Effective Time shall
remain outstanding, which shares shall thereafter constitute
the only issued and outstanding shares of capital stock of
the Surviving Corporation.
1.3. Post-Closing Purchase Price Adjustment.
--------------------------------------
(a) The number of Alleghany Shares with a value,
based on the Determination Date Share Price, of $837,736 in
respect of CDRS, $126,792 in respect of CDHV and $235,472 in
respect of TJC shall not be delivered to the Shareholders at
the Closing but shall be held in escrow pursuant to an escrow
agreement substantially in the form of Exhibit 1.3(a) hereto
(the "Escrow Agreement"). Such number of Alleghany Shares
shall be withheld from the Shareholders in proportion to
their ownership interests in each of the Companies
immediately prior to the Closing. With respect to the
Alleghany Shares held in escrow pursuant to the first
sentence of this Section 1.3(a), the number of Alleghany
Shares with a value, based on the Determination Date Share
Price, of One Million Dollars ($1,000,000) shall be referred
to herein as the "Net Worth Escrow Shares" (with $698,113 in
respect of CDRS, $105,660 in respect of CDHV and $196,227 in
respect of TJC) and the number of Alleghany Shares with a
value, based on the Determination Date Share Price, of Two
Hundred Thousand Dollars ($200,000) shall be referred to
herein as the "Settlement Escrow Shares" (with $139,623 in
respect of CDRS, $21,132 in respect of CDHV and $39,245 in
respect of TJC). The Net Worth Escrow Shares and the
Settlement Escrow Shares shall be together referred to as the
"Total Escrow Shares."
(b) As soon as practicable after the Closing, the
unaudited balance sheets of the Companies as at the Closing
Date (the "Closing Date Balance Sheets") shall be prepared by
the Surviving Corporation and delivered to the parties hereto
no later than October 31, 1995. Such Closing Date Balance
Sheets will present fairly the financial position of each of
the Companies as of the Closing Date in accordance with
<PAGE>
generally accepted accounting principles applied on a basis
consistent with the Annual Financial Statements, as defined
below; provided, however, that such Closing Date Balance
-------- -------
Sheets shall be prepared without regard to the effect thereon
of any of the transactions contemplated by this Agreement.
Without limiting the generality of the foregoing, all
accruals of revenues, obligations (including the principal
amount of the promissory notes referred to in Section 9.6
hereof) and expenses will be properly reflected on the
Closing Date Balance Sheets in accordance with generally
accepted accounting principles, including, without
limitation, the expense of interest on the aggregate
principal amount of the promissory notes referred to in
Section 9.6 hereof through the Closing Date, and all expenses
of the Companies incurred through the Closing Date in
connection with the transactions contemplated hereby. In
addition, all costs incurred by the Companies in connection
with software development through the Closing Date shall be
expensed and not capitalized on the Closing Date Balance
Sheets.
(c) In the event that the Shareholders or
Alleghany disagree with any of the Closing Date Balance
Sheets, each shall advise the other in writing within twenty
(20) days after receipt of the Closing Date Balance Sheets,
specifying the nature of such disagreement and the reason
therefor. Thereafter, Alleghany and the Shareholders shall
designate a mutually acceptable firm of certified independent
public accountants (the "Independent Accountants") from among
Price Waterhouse, Deloitte & Touche, Ernst & Young, Arthur
Andersen & Co. and Coopers & Lybrand, it being agreed that
the first designated Independent Accountants shall be Price
Waterhouse and that the second designated Independent
Accountants (in the event of Price Waterhouse's
unavailability) shall be Ernst & Young. The Independent
Accountants will prepare unaudited balance sheets of each of
the Companies as to which there is a disagreement as of the
Closing Date (the "Revised Closing Date Balance Sheets") on
the same basis as set forth in Section 1.3(b) hereof. Within
twenty (20) days from the date of the engagement of the
Independent Accountants, the Independent Accountants shall
deliver the Revised Closing Date Balance Sheets to the
Shareholders and Alleghany and such Revised Closing Date
Balance Sheets shall be final and binding upon Alleghany and
the Shareholders for purposes of this Section 1.3. The fees
and expenses of the Independent Accountants shall be shared
equally by the Shareholders and Alleghany.
<PAGE>
(d) (i) In the event that the sum of the
aggregate net worth of CDRS, CDHV and TJC as shown on the
Closing Date Balance Sheets (or Revised Closing Date Balance
Sheets) plus Two Hundred Thousand Dollars ($200,000) is less
than the aggregate net worth of the Companies as shown on the
balance sheets of the Companies as at March 31, 1995 attached
hereto as Exhibit 4.5(b), then the number of Alleghany Shares
with an aggregate value, based on the Determination Date
Share Price (and subject to adjustment as set forth in
Section 1.3(h) hereof), equal to the amount of such
difference, but not exceeding the Total Escrow Shares, shall
be forfeited by the Shareholders from the escrow provided for
in Section 1.3(a) hereof and returned to Alleghany. In the
event that the Closing Date Balance Sheet (or Revised Closing
Date Balance Sheet) of TJC shows a net worth greater than the
net worth of TJC as at March 31, 1995, then the Alleghany
Shares being forfeited shall be the Alleghany Shares withheld
from the Shareholders in proportion to their ownership
interests in CDRS and CDHV immediately prior to the Closing.
(ii) In the event that the sum of the aggregate
net worth of CDRS, CDHV and TJC as shown on the Closing Date
Balance Sheets (or Revised Closing Date Balance Sheets) plus
Two Hundred Thousand Dollars ($200,000) is equal to or more
than the aggregate net worth of the Companies as shown on the
balance sheets of the Companies as at March 31, 1995 attached
hereto as Exhibit 4.5(b), then the Net Worth Escrow Shares
(but not the Settlement Escrow Shares) shall be released to
the Shareholders as provided in Section 1.3(f) hereof.
(iii) For purposes of this Agreement, "net worth"
shall mean the excess of total assets of a Company over the
total liabilities of such Company, in accordance with
generally accepted accounting principles.
(e) Alleghany (or CT&T, as defined in Section 5.14
hereof) shall advise the Shareholders of its determination of
whether the M-Cubed System (as defined in Section 4.11(e))
requirements set forth in Exhibit 1.3(e) (the "Requirements")
have been met. If Alleghany determines that the Requirements
have been met, then (x) if the net worth adjustment provided
for in Section 1.3(b), (c) and (d) above has not yet been
completed (whether because the procedures provided for in
Section 1.3(b), (c) and (d) have not yet been concluded or
because the number of Alleghany Shares to be forfeited by the
Shareholders exceeds the number of Net Worth Escrow Shares),
the Settlement Escrow Shares shall continue to be held and
<PAGE>
shall be added to the Net Worth Escrow Shares, so that the
Total Escrow Shares shall then be subject to forfeiture in
respect of such net worth adjustment provided for in Section
1.3(b), (c) and (d), and (y) if the net worth adjustment
provided for in Section 1.3(b), (c) and (d) above has been
completed (and no further Alleghany Shares held in escrow are
to be forfeited by the Shareholders to Alleghany in respect
of such net worth adjustment), then the Settlement Escrow
Shares shall be distributed to the Shareholders in accordance
with the provisions of Section 1.3(f). If, however,
Alleghany determines, in its sole judgment (after
consultation with the Surviving Corporation's Representative
as provided in Exhibit 1.3(e) hereto), that the Requirements
have not been met, it shall notify the Surviving Corporation
and the Surviving Corporation shall undertake to upgrade or
have work performed on the M-Cubed System, as directed by
Alleghany or CT&T, in order to attempt to meet the
Requirements. After the earlier of (i) the satisfactory (in
the sole judgment of Alleghany (after consultation with the
Surviving Corporation's Representative as provided in Exhibit
1.3(e) hereto)) completion of such work or upgrading, or (ii)
$300,000 being expended for such work or upgrading, the
number of Settlement Escrow Shares with an aggregate value,
based on the Determination Date Share Price, equal to the
cost of such work or upgrading in excess of $100,000, but not
exceeding the Settlement Escrow Shares, shall be forfeited by
the Shareholders from the escrow provided in Section 1.3(a)
and returned to Alleghany. Any remaining Settlement Escrow
Shares shall be added to the Net Worth Escrow Shares and
shall then be subject to forfeiture in respect of the net
worth adjustment, if the net worth adjustment has not yet
been completed (whether because the procedures provided for
in Section 1.3(b), (c) and (d) have not yet been concluded or
because the number of Alleghany Shares to be forfeited by the
Shareholders exceeds the number of Net Worth Escrow Shares),
or, if the net worth adjustment has been completed (and no
further Alleghany Shares held in escrow are to be forfeited
to Alleghany in respect of such net worth adjustment), any
remaining Settlement Escrow Shares shall be distributed to
the Shareholders in accordance with the provisions of Section
1.3(f).
(f) Any Net Worth Escrow Shares remaining in
escrow after the forfeiture provided for in Section 1.3(d),
and any Settlement Escrow Shares remaining in escrow after
the forfeiture provided for in both Section 1.3(d) and
Section 1.3(e), shall be distributed to the Shareholders as
follows. Determination shall be made of the number of
<PAGE>
Alleghany Shares remaining in escrow in respect of each of
the Companies, and such number of Alleghany Shares shall be
distributed to the Shareholders in proportion to their
ownership interests in such Company immediately prior to the
Closing. Alleghany and the Shareholders' Representative (as
defined below) agree that they will promptly give joint
written instructions to the escrow agent (the "Escrow Agent")
under the Escrow Agreement to effect distributions pursuant
to this Section 1.3.
(g) For purposes of this Article I, the
Determination Date Share Price shall be deemed to be
$166.625.
(h) The number of Alleghany Shares to be placed in
escrow or forfeited by the Shareholders and returned to
Alleghany shall in each case be rounded down to the nearest
full Alleghany Share so that no fractional shares are
created, and the number of Alleghany Shares to be placed in
escrow or forfeited by the Shareholders shall be based upon
the Determination Date Share Price except that, if on or
after the Effective Time and prior to the date (the
"Forfeiture Date") that the Escrow Agent is instructed to
deliver Alleghany Shares held in escrow which are being
forfeited by the Shareholders to Alleghany, there shall occur
any of the events described in Section 1.2(c)(i)(A), (B), (C)
or (D) or Section 1.2(c)(ii)(A) or (B), then the number of
Alleghany Shares to be forfeited shall be adjusted in the
same manner as the Consideration would have been adjusted
pursuant to Section 1.2(c) if such event had occurred on or
after the Determination Date and before the Effective Time.
1.4. Payment for Shares.
------------------
(a) At the Effective Time, each registered holder
of a certificate or certificates representing CDRS Shares,
CDHV Shares or TJC Shares (a "Holder") shall surrender to
Alleghany such certificate or certificates, and shall receive
in exchange therefor a certificate representing the number of
full Alleghany Shares into which the CDRS Shares, CDHV Shares
or TJC Shares represented by the surrendered certificate or
certificates shall have been converted, and cash in lieu of
any fractional shares to which the Holder otherwise would be
entitled.
(b) If any certificate or certificates which
immediately prior to the Effective Time represented CDRS
<PAGE>
Shares, CDHV Shares or TJC Shares are for any reason not
surrendered at the Effective Time pursuant to Section 1.4(a)
hereof, such certificate or certificates shall be deemed for
all corporate purposes to evidence ownership of the number of
full Alleghany Shares into which the CDRS Shares, CDHV Shares
or TJC Shares represented by such certificate or certificates
shall have been converted and cash in lieu of any fractional
Alleghany Shares. No dividends or distributions will be paid
to a Holder until he or she has surrendered his or her
certificate or certificates representing CDRS Shares, CDHV
Shares or TJC Shares, upon which surrender there shall be
paid to such Holder, but without interest thereon, all
dividends and distributions payable on the Alleghany Shares
subsequent to the Effective Time.
(c) If a certificate for Alleghany Shares is to be
issued to a person other than the Holder of the certificate
surrendered, it shall be a condition of such issuance that
the certificate so surrendered shall be properly endorsed or
otherwise in proper form for transfer and that the person
requesting such issuance shall pay any transfer or other
taxes required by reason of the issuance to a person other
than the Holder of the certificate surrendered or establish
to the satisfaction of the Surviving Corporation that such
tax has been paid or is not applicable.
(d) None of Alleghany, Newco, the Surviving
Corporation or the Companies shall be liable to any Holder
for any Alleghany Shares transferred or any amount paid to a
public official pursuant to any applicable abandoned
property, escheat or similar law.
1.5. Closing. The closing of the Merger (the
-------
"Closing") shall take place (i) at the offices of Donovan
Leisure Newton & Irvine, 30 Rockefeller Plaza, New York, New
York 10112 at 1:00 p.m. on August 31, 1995, or (ii) at such
other place, time or date as the Companies and Alleghany may
agree. The date and time of the Closing is hereinafter
referred to as the "Closing Date."
1.6. Effective Time. At the Closing, the
--------------
Companies and Newco will cause a Certificate of Merger, in
the form set forth in Exhibit 1.6 hereto (the "New York
Certificate of Merger"), to be executed and delivered to the
Secretary of State of the State of New York as provided in
Section 904 of the BCL. The Merger shall become effective on
<PAGE>
the date on which the New York Certificate of Merger has been
duly filed with the Secretary of State of the State of New
York, and such time is hereinafter referred to as the
"Effective Time."
1.7. Employment Agreement. Simultaneously with
--------------------
the execution and delivery of this Agreement, the employment
agreement in the form set forth as Exhibit 1.7 hereto between
CDRS and Donald M. Juhl shall be executed and delivered.
1.8. Termination Provisions. This Agreement may
----------------------
be terminated pursuant to the provisions of Section 12.1
hereof.
ARTICLE II
The Surviving Corporation
2.1. The Articles of Incorporation. The Articles
-----------------------------
of Incorporation of Newco (the "Articles") in effect
immediately prior to the Effective Time shall be the Articles
of Incorporation of the Surviving Corporation, except that
such Articles shall be amended at and as of the Effective
Time as set forth in the New York Certificate of Merger.
As so amended, such Articles shall be the Articles of
Incorporation of the Surviving Corporation until duly amended
in accordance with the terms thereof and the BCL.
2.2. The Bylaws. The Bylaws of Newco (the
----------
"Bylaws") in effect immediately prior to the Effective Time
shall be the Bylaws of the Surviving Corporation, until duly
amended in accordance with the terms thereof and the BCL.
2.3. Officers and Directors. The directors of
----------------------
Newco and the officers of CDRS immediately prior to the
Effective Time, shall, from and after the Effective Time, be
the directors and officers, respectively, of the Surviving
Corporation until their successors have been duly elected or
appointed and qualified or until their earlier death,
resignation or removal in accordance with the Surviving
Corporation's Articles of Incorporation and Bylaws.
<PAGE>
ARTICLE III
Reserved
ARTICLE IV
Representations and Warranties
of the Companies and the Shareholders
Each of the Companies and the Shareholders jointly
and severally represents and warrants to Alleghany and Newco
as follows:
4.1. Corporate Organization and Qualification.
----------------------------------------
Exhibit 4.1 hereto sets forth a true and complete list of the
jurisdictions of incorporation of each of the Companies and
the jurisdictions in which each is qualified to do business.
None of the Companies owns any equity interest in any
entities except as set forth in Exhibit 4.11(f). Each of the
Companies is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of
incorporation and is in good standing as a foreign
corporation in each jurisdiction where the properties owned,
leased or operated, or the business conducted, by it require
such qualification and where the absence of which would have
a material adverse effect on the condition (financial or
otherwise), earnings, assets, liabilities or business of the
Companies taken as a whole. Each of the Companies has the
requisite corporate power and authority to carry on its
business as it is now being conducted. None of the Companies
has been engaged in any business other than the business
which is now being conducted by it. The Companies have
delivered to Alleghany true and complete copies of their
respective Certificates of Incorporation and Bylaws, each as
amended to date, and each is in full force and effect.
4.2. Authorized Capital. The authorized capital
------------------
stock of CDRS consists of 200 CDRS Shares, of which 40 CDRS
Shares are issued and outstanding and entitled to vote on the
Merger. The authorized capital stock of CDHV consists of
2,000 CDHV Shares, all of which are issued and outstanding
and entitled to vote on the Merger. The authorized capital
stock of TJC consists of 200 TJC Shares, all of which are
issued and outstanding and entitled to vote on the Merger.
<PAGE>
All of the issued and outstanding shares of common stock of
CDRS, CDHV and TJC have been duly authorized and are validly
issued and outstanding, are fully paid and nonassessable, and
are owned by the persons listed in Exhibit 4.2 hereto (in the
amounts so listed) free and clear of all liens, pledges,
security interests, claims and other encumbrances of any
nature whatsoever. Except as set forth above, there are no
shares of capital stock of any of the Companies authorized,
issued or outstanding, and there are no preemptive rights or
any outstanding subscriptions, options, warrants, rights,
convertible securities or other agreements or commitments of
any character relating to the issued or unissued capital
stock or other securities of any of the Companies. Exhibit
4.2 hereto sets forth a list of all transactions in the
capital stock of any of the Companies since January 1, 1993.
None of the Companies (in each case for its own account or
for the account of any of the other Companies) or the
Shareholders own any Alleghany Shares. None of the Companies
or the Shareholders is a party to any voting trust or other
agreement or understanding with respect to the voting of the
capital stock of any of the Companies.
4.3. Corporate Authority. Exhibit 4.3 hereto is a
-------------------
true and complete list of all material permits, approvals,
qualifications, filings, notices, consents or waiting periods
of third parties and regulatory authorities which are
required by any of the Companies or any of the Shareholders
for the consummation of the transactions contemplated by this
Agreement (other than the filing of the New York Certificate
of Merger), including the transfer, by law or otherwise, of
any interest in the Leases or Properties (each as defined
below) as contemplated by this Agreement (the "Company
Approvals"). Each of the Companies has full corporate power
and authority to enter into this Agreement and to consummate
the transactions contemplated hereby. The execution,
delivery and performance of this Agreement by each of the
Companies have been duly and validly authorized by all
necessary corporate action on the part of each of the
Companies, including, without limitation, the written
consents of all of the Shareholders approving this Agreement
pursuant to Section 615 of the BCL. True and complete copies
of such consents are attached to Exhibit 4.3 hereto. This
Agreement constitutes a legal, valid and binding obligation
of each of the Companies and the Shareholders, enforceable
against it, him or her in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, and other
<PAGE>
similar laws relating to or affecting creditors' rights
generally or by general equitable principles relating to
enforceability (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Neither the
execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, will
(a) conflict with or result in a breach or violation of any
of the provisions of the Articles of Incorporation or Bylaws
of any of the Companies; (b) subject to the granting of the
Company Approvals, conflict with, result in a breach or
violation of, result in a default or loss of a material
benefit under, or permit the acceleration of any obligation
under any provision of any agreement, indenture, mortgage,
lien, lease or other instrument or restriction of any kind to
which any of the Companies or Shareholders is a party or by
which any of their assets or properties is otherwise bound;
or (c) subject to the granting of the Company Approvals,
violate any order, writ, injunction, decree, statute, rule or
regulation applicable to any of the Companies or Shareholders
or any of their assets or properties, the effect of which
conflict, breach, violation, default, loss or acceleration,
in the case of any of clauses (a), (b) or (c), individually
or in the aggregate, would have a material adverse effect on
the condition (financial or otherwise), earnings, assets,
liabilities or business of the Companies taken as a whole.
4.4. Compliance.
----------
(a) Each of the Companies is, and has been since
the date of its incorporation, in compliance with all laws,
regulations and requirements applicable to the operation of
its business (including, without limitation, the Federal Fair
Credit Reporting Act, the Federal Fair Debt Collection
Practices Act, the New York Fair Credit Reporting Act, and
Article 29-H (Debt Collection Procedures) of the General
Business Law of New York, and the rules and regulations
promulgated thereunder, all applicable laws requiring
registration, licensing or qualification as, or relating to
the business of, a debt collection agency, the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"),
equal employment opportunity or other similar laws), with
which the failure to so comply would have a material adverse
effect on the condition (financial or otherwise), earnings,
assets, liabilities or business of the Companies taken as a
whole.
<PAGE>
(b) CDHV is, and has been since August 5, 1993,
duly licensed as a debt collection agency under the laws of
The City of New York, and CDHV is not required to be
registered, licensed or qualified as a debt collection agency
in any other jurisdiction, except for the City of Buffalo,
New York, where an application for a license is pending.
CDRS and TJC are not required to be so licensed, registered
or qualified.
(c) None of the Companies is an "investment
company" within the meaning of the Investment Company Act of
1940, as amended, or is required to be registered or licensed
as a broker-dealer under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
(d) None of the following has occurred since the
date of incorporation of the relevant Company: (i) any
investigative or disciplinary proceedings by the Federal
Trade Commission or any other federal, state, local or self-
regulatory authority against any of the Companies or any of
their directors, officers or employees; or (ii) the issuance
of any consent judgments, decrees, cease and desist or other
orders, disqualifications, penalties or special restrictions
against any of the Companies or any of their directors,
officers or employees (including, without limitation,
criminal convictions) relating to or affecting the conduct of
the business of any of the Companies.
4.5. Financial Statements.
--------------------
(a) The unaudited balance sheets of each of the
Companies as at December 31, 1994 and the related unaudited
statements of income and retained earnings and cash flows for
the twelve months then ended (the "Annual Financial
Statements"), which are set forth in Exhibit 4.5(a) hereto,
present fairly the financial position and results of
operations of each of the Companies as of the dates and for
the periods indicated therein in accordance with generally
accepted accounting principles applied on a consistent basis
throughout the periods indicated, except as may otherwise be
specifically indicated in such financial statements. The
parties hereto acknowledge that all costs incurred in
connection with software development were expensed and not
capitalized on such financial statements.
(b) The unaudited balance sheets of each of the
Companies as at March 31, 1995 and the related unaudited
<PAGE>
statements of income and retained earnings for the three
months then ended, which are set forth in Exhibit 4.5(b)
hereto, present fairly the financial position and results of
operations of each of the Companies as of the dates and for
the periods indicated therein in accordance with generally
accepted accounting principles applied on a basis consistent
with the Annual Financial Statements. The parties hereto
acknowledge that all costs incurred in connection with
software development were expensed and not capitalized on
such financial statements.
(c) The unaudited balance sheets of each of the
Companies as at June 30, 1995 and the related unaudited
statements of income and retained earnings for the six months
then ended will be delivered to Alleghany prior to the
Closing Date and will present fairly the financial position
and results of operations of each of the Companies as of the
dates and for the periods indicated therein in accordance
with generally accepted accounting principles applied on a
basis consistent with the Annual Financial Statements. The
parties hereto acknowledge that all costs incurred in
connection with software development will be expensed and not
capitalized on such financial statements.
4.6. Undisclosed Liabilities. As at December 31,
-----------------------
1994, none of the Companies had any obligations or
liabilities of any nature, whether absolute, accrued,
contingent or otherwise, which, individually or in the
aggregate, would have a material adverse effect on the
condition (financial or otherwise), earnings, assets,
liabilities or business of the Companies taken as a whole,
except as and to the extent disclosed in the Annual Financial
Statements. Since December 31, 1994, none of the Companies
has incurred or become subject to any obligations or
liabilities of any nature, whether absolute, accrued,
contingent or otherwise which, individually or in the
aggregate, would have a material adverse effect on the
condition (financial or otherwise), earnings, assets,
liabilities or business of the Companies taken as a whole.
4.7. No Material Adverse Change. Since
--------------------------
December 31, 1994, there has not been any material adverse
change in the condition (financial or otherwise), earnings,
assets, liabilities or business of the Companies taken as a
whole as reflected in the Annual Financial Statements,
whether or not arising from transactions in the ordinary
<PAGE>
course of business, and no officer of the Companies nor any
Shareholder is aware of any fact or condition relating to the
business of any of the Companies which any of them reasonably
believes might result in such a material adverse change after
the Closing Date.
4.8. No Dividends, Sale of Assets, etc. Since
----------------------------------
December 31, 1994, there has not been any declaration,
setting aside or payment of any dividend or other
distribution in respect of the capital stock of any of the
Companies or any direct or indirect redemption, purchase or
other acquisition by any of the Companies of any such stock;
any sale, assignment, transfer or other disposition of any
material tangible or intangible asset; or any amendment,
termination or waiver of any right of substantial value
belonging to or held by any of the Companies.
4.9. Litigation. There are no actions, suits,
----------
proceedings, claims, investigations or examinations pending
or, to the best knowledge of any officer of the Companies or
any Shareholder, threatened against any of the Companies or
their businesses, properties or assets, at law or in equity,
before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, or before any private
arbitration panel, which, if adversely determined, would
result in a judgment of more than $25,000 or which would
otherwise, individually or in the aggregate, have a material
adverse effect on the condition (financial or otherwise),
earnings, assets, liabilities or business of the Companies
taken as a whole.
4.10. Tax Matters.
-----------
(a) Each of the Companies (and any corporation
with regard to which any of the Companies is a successor in
interest) has duly and timely filed (either separately or on
a consolidated or combined basis) with the appropriate
government agencies, all federal income tax returns and
reports and all state, local and foreign tax returns and re-
ports due (or have timely obtained extensions of any returns
due for which extensions may be obtained) with respect to all
income, sales, property, corporate franchise and business
taxes, customs duties, and all other tax returns and reports
of each and every kind in any jurisdiction the filing of
<PAGE>
which is necessary or required for the conduct of its
business (the "Tax Returns"), and the Tax Returns filed are
true, correct and complete in all material respects. The
term "Taxes" as used in this Agreement shall mean all
federal, state, local or foreign taxes, assessments,
interest, penalties or deficiencies, duties, fees and other
governmental charges or impositions of each and every kind
whether assessed against or measured by properties,
occupation, assets, wages, purchases, transfers, payments,
sales, use, gross receipts, value added, business, capital
stock, surplus, income, franchise, license, accumulations or
otherwise, in each case whether disputed or not.
(b) All Taxes imposed upon or required to be
collected or withheld by any of the Companies have been (i)
properly and fully paid to the extent due and payable, or
properly and fully deposited to the extent required to be
collected or withheld and deposited, or (ii) adequately
reserved (in accordance with generally accepted accounting
principles applied on a basis consistent with that of prior
years) in the case of Taxes payable or anticipated to be
payable on account of the operations, acts or omissions of
each of them for any and all periods, or in the case of Taxes
collected or withheld and not yet deposited. None of the
Companies has or will have any liability, whether direct,
indirect, fixed or contingent, for any Taxes in excess of the
reserves for Taxes established on the books of any of the
Companies as of the date hereof or, as to liabilities
accruing thereafter, as of the Closing Date. None of the
Companies is delinquent in the payment of any Taxes, nor has
any of them requested any extension of time within which to
pay any Taxes, except to the extent that such Taxes have
since been paid. There is no agreement, waiver or consent
providing for an extension of time with respect to the
assessment of any Tax or deficiency against any of the
Companies and no power of attorney granted by any of the
Companies with respect to any Tax matter is currently in
force. There is no claim or deficiency for any Taxes which
has been threatened or asserted against any of the Companies.
There is no action, suit, proceeding, investigation, audit or
claim now pending against or with respect to any of the
Companies with regard to any Taxes, nor is any claim for
additional Taxes or assessment of Taxes asserted by any such
authority.
(c) Except as set forth in Exhibit 4.10(c) hereto,
(i) the Tax Returns of CDRS and TJC have never been examined
by the Internal Revenue Service, and the Tax Returns of CDHV
<PAGE>
have been examined by the Internal Revenue Service for all
periods to and including the 1991 tax year and, except to the
extent shown therein, all deficiencies asserted as a result
of such examinations for which CDHV could have any liability
have been paid or finally settled and no issue has been
raised by the Internal Revenue Service in any such
examination which, by application of the same or similar
principles, reasonably could be expected to result in a
proposed deficiency for which CDHV could have any liability
for any other period not so examined. Further, no state of
facts exists or has existed which would constitute grounds
for the assessment of any Tax liability for which any of the
Companies could have any liability with respect to the
periods which have not been audited by the Internal Revenue
Service. The Companies have provided Alleghany with true and
complete copies of all federal, state and local income tax
returns constituting part of the Tax Returns which relate to
the conduct of the businesses of the Companies or any entity
with regard to which any of them is a successor in interest,
as well as any correspondence and agreements with the
Internal Revenue Service or such state or local authorities
for the jurisdictions in which such returns are filed for all
periods for which assessments are not barred by operation of
the relevant statute of limitations.
(d) Except as set forth in Exhibit 4.10(d) hereto,
(i) each of the Companies at all times and for each of its
taxable years since its incorporation has been, and through
the day prior to the Closing Date will remain, an "S
corporation" within the meaning of Section 1361(a) of the
Internal Revenue Code of 1986, as amended (the "Code"); (ii)
there is no predecessor corporation which would be treated as
one corporation with any of the Companies for purposes of
Section 1374(c)(1) of the Code; (iii) no asset of any of the
Companies the basis of which is determined in whole or in
part by the basis of such asset in the hands of a "C
corporation" (as such term is defined in Section 1361(a)(2)
of the Code) was acquired from any C corporation; (iv) none
of the Companies could be liable for the Taxes of any person
as a "transferee" within the meaning of Section 6901 of the
Code; (v) no property of any of the Companies is "tax-exempt
use property" within the meaning of Section 168(h) of the
Code, nor property that is being treated as owned by another
person pursuant to Section 168(f)(8) of the Internal Revenue
Code of 1954, as amended and in effect immediately prior to
the enactment of the Tax Reform Act of 1986; (vi) none of the
Companies is a "real property holding company" within the
meaning of Sections 897(c)(2) and 897(c)(1)(A)(ii) of the
<PAGE>
Code; (vii) none of the Companies is a "target" or "target
affiliate" as a result of any transaction to which Section
338 of the Code may apply; (viii) none of the Companies is a
party to any tax sharing agreement or tax indemnity agreement
which would require any of the Companies to make any payment
to any other person by reason of any Tax imposed upon such
person; (ix) none of the Shareholders is a "foreign person"
within the meaning of Section 1445 of the Code; and (x) none
of the Companies has ever been a member of an affiliated
group of corporations which filed a consolidated federal
income tax return or been included on any combined or
consolidated Tax Return other than a combined or consolidated
Tax Return which included only the Companies.
4.11. Assets.
------
(a) Credit Reporting and Debt Collection
------------------------------------
Agreements. Exhibit 4.11(A) hereto sets forth a true and
----------
complete list of all agreements entered into by any of the
Companies to provide credit reporting or debt collection
services for a period greater than six months. Each such
agreement is in full force and effect, none of the Companies
is in material breach, violation or default thereunder, and
none of the officers of the Companies or the Shareholders is
aware of a material breach, violation or default thereunder
by any other parties thereto. No party to any such agreement
has advised any officer of the Companies or any Shareholder
of its intention, orally or in writing, to terminate such
agreement.
(b) Other Agreements. Exhibit 4.11(b) hereto sets
----------------
forth a true and complete list of all agreements (other than
the agreements referred to in Sections 4.11(a) or 4.11(e)
hereof) to which any of the Companies is a party or by which
it is bound and which are material to the business of the
Companies taken as a whole. Each such agreement is in full
force and effect, none of the Companies is in material
breach, violation or default thereunder, and none of the
officers of the Companies or the Shareholders is aware of a
material breach, violation or default thereunder by any other
parties thereto.
<PAGE>
(c) Real Property.
-------------
(i) Exhibit 4.11(c)(i) hereto sets forth a true
and complete list of all leases of real property to
which any of the Companies is a party (the "Leases"),
all of which Leases which are in writing are attached to
Exhibit 4.11(c)(i). All Leases are in full force and
effect and there are no existing defaults thereunder nor
does there exist any event or condition which, with
notice or lapse of time or both, would give rise to a
default or constitute grounds for termination or re-
entry thereunder.
(ii) Exhibit 4.11(c)(ii) hereto sets forth a true
and complete list of all real property in which any of
the Companies has an ownership interest (each a
"Property" and, collectively, the "Properties"). Each
Property is in compliance with all applicable laws,
rules, ordinances, regulations and requirements
including, without limitation, zoning and environmental
laws, rules, ordinances, regulations and requirements,
except (A) in the case of the Property located at 918
Ulster Avenue, where failure to comply would not
materially affect the value of such Property or
interfere with the use to which such Property is
currently put by the Companies, and (B) in the case of
the other Properties, where the failure to comply would
not result in a material adverse change in the condition
(financial or otherwise), earnings, assets, liabilities
or business of the Companies taken as a whole; all
necessary permits and approvals are in effect for the
conduct of the business of the Companies on the
Properties, and the use of all the Properties in
connection with the business of the Companies conforms
with the uses permitted by the applicable zoning
ordinance or pursuant to an existing permanent variance,
permit or exception to such ordinance; no litigation is
pending or, to the knowledge of any officer of the
Companies or any Shareholder, threatened, in respect of
any Property which, if adversely determined, (A) in the
case of the Property located at 918 Ulster Avenue, would
materially affect the value of such Property or
interfere with the use to which such Property is
currently put by the Companies, and (B) in the case of
the other Properties, would result in a material adverse
change in the condition (financial or otherwise),
earnings, assets, liabilities or business of the
<PAGE>
Companies taken as a whole; there is no default, nor any
event which, with the giving of notice or the passage of
time or both, would give rise to a default, under any
security instrument or lease affecting any Property, and
there exists no indemnification, guarantee or recourse
instrument which would give rise to a claim against any
of the Companies in respect of any Property, except (A)
in the case of the Property located at 918 Ulster
Avenue, such defaults or claims which would not
materially affect the value of such Property or
interfere with the use to which such Property is
currently put by the Companies, and (B) in the case of
the other Properties, such defaults or claims which
would not result in a material adverse change in the
condition (financial or otherwise), earnings, assets,
liabilities or business of the Companies taken as a
whole. No notice of violation of any applicable zoning
or building code has been received and neither the
officers of the Companies nor the Shareholders are
otherwise aware of any such violation.
(d) Intangible Property. Exhibit 4.11(d) hereto
-------------------
is a true and complete list of all copyrights, patents,
trademarks, trade names, logos and assumed or other names
owned or used by any of the Companies in their respective
businesses, other than rights associated with the M-Cubed
System (as defined Section 4.11(e)(i) hereof) and rights
described in Section 4.11(e)(ii) hereof. All such rights are
valid, subsisting and in full force and effect without inter-
ference by any other person. No officer of the Companies nor
any Shareholder has received any notice with respect to any
alleged infringement or unlawful use of any intangible
property right owned or alleged to be owned by others.
(e) Intellectual Property.
---------------------
(i) Exhibit 4.11(e)(i) hereto sets forth (A) a
true and complete description of all material features
of the merged credit data reporting system (the "M-Cubed
System") contemplated by the IBM Customer Agreement
dated December 22, 1992 and February 8, 1993 between
International Business Machines Corporation ("IBM") and
CDRS (Agreement number HV91128 and sometimes referred to
as HB91128), the undated Statement of Work covering work
performed during the period December 1, 1993 through
January 15, 1994, the Statement of Work dated
<PAGE>
January 22, 1994, the Statement of Work amendments dated
April 22, 1994 and September 14, 1994 and the M-Cubed
Statement of Work Revision dated November 28, 1994
(collectively, the "M-Cubed Agreements"), all of which
M-Cubed Agreements are attached to Exhibit 4.11(e)(i)
hereto, (B) a true and complete list of all computer
programs (including operating systems and applications)
associated with the M-Cubed System (the "M-Cubed
Programs"), and (C) a true and complete list of all
licenses associated with the M-Cubed System (the
"M-Cubed Licenses"). The M-Cubed Agreements, the
M-Cubed Programs and the M-Cubed Licenses (x) are legal,
valid and binding obligations of CDRS and, to the best
knowledge of the Companies and the Shareholders, the
other parties thereto, (y) are enforceable in accordance
with their terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, and other similar
laws relating to or affecting creditors' rights
generally or by general equitable principles relating to
enforceability (regardless of whether such
enforceability is considered in a proceeding in equity
or at law) and (z) accurately and completely describe
all material rights associated with the M-Cubed System,
whether or not owned by any of the Companies, including,
without limitation, rights to access, market and
distribute credit information. CDRS owns or has
licenses for all rights in and to the M-Cubed System
that are necessary to use the M-Cubed System in the
business of CDRS as such business is now conducted or as
it will be conducted immediately after the Closing. All
such rights are valid, subsisting and in full force and
effect without interference by any other person. The
M-Cubed System is adequate for the needs of the business
of CDRS as such business is now conducted and as it will
be conducted immediately after the Closing.
(ii) The Companies own or have licenses for all
rights in and to (and all copies of) all computer
programs and other intellectual property that are
necessary in their respective businesses as such
businesses are now conducted and as they will be
conducted immediately after the Closing. All such
rights are listed in Exhibit 4.11(e)(ii) hereto and are
valid, subsisting and in full force and effect without
interference by any other person.
<PAGE>
(iii) The license fees incurred for commercial
software product or upgrade license fees (other than for
operating system software) referred to in paragraph 9 of
Exhibit 1.3(e) hereto shall not exceed $142,120.
(f) Investment Securities. Exhibit 4.11(f) hereto
---------------------
sets forth a true and complete list of all securities owned
by each of the Companies for its own account (the "Investment
Securities"). The acquisition complied, and ownership of the
Investment Securities complies, in all material respects with
all applicable laws and regulations.
(g) Other Assets. Exhibit 4.11(g) hereto sets
------------
forth a true and complete list of all other assets (or
categories of assets) of the Companies, exclusive of assets
which are leased.
(h) Title. Except as set forth on Exhibit
-----
4.11(h), each of the Companies has good and marketable title
to all of its assets exclusive of assets which are leased,
including, without limitation, the Properties and the M-Cubed
System, free and clear of all liens, security interests,
pledges, agreements, claims, charges, options, covenants,
reservations, restrictions or encumbrances of any nature
whatsoever. All assets necessary for the conduct of the
business of each of the Companies as currently conducted are
owned by or leased or licensed to it, and neither any
Shareholder nor any other person owns, or has any rights
whatsoever in, any such assets. To the extent applicable,
such assets have been properly maintained and are in good
operating condition and repair, ordinary wear and tear
excepted.
4.12. Benefit Plans.
-------------
(a) Exhibit 4.12(a) hereto sets forth a true and
complete list of all of the employee benefit plans,
agreements, commitments, practices or arrangements of any
type (including, but not limited to, plans described in
Section 3(3) of ERISA) maintained by any of the Companies for
the benefit of current or former employees, directors or
consultants, or with respect to which any of the Companies
has a liability, whether direct or indirect, actual or
contingent (including, but not limited to, liabilities
<PAGE>
arising from affiliation under Section 414(b), (c), (m) or
(o) of the Code or Section 4001 of ERISA) (the "Benefit
Plans"). There are no benefit plans, agreements,
commitments, practices or arrangements of any type providing
benefits to employees, directors or consultants of any of the
Companies other than the Benefit Plans.
(b) With respect to each Benefit Plan, the
Companies have delivered to Alleghany true and complete
copies of: (i) any and all plan texts and agreements,
including all amendments made to the date hereof, (ii) any
and all material employee communications (including all
summary plan descriptions and material modifications
thereto), (iii) the most recent annual report, if applicable,
(iv) the two most recent annual and periodic accountings of
plan assets, if applicable, (v) the most recent determination
letter received from the Internal Revenue Service, if
applicable, and (vi) the two most recent actuarial
valuations, if applicable.
(c) With respect to each Benefit Plan (for
purposes of this Section 4.12(c), the term "Benefit Plan"
shall include the plan set forth in Exhibit 4.12(g)): (i) if
intended to qualify under Section 401(a) or 403(a) of the
Code, such plan so qualifies, and its trust, if applicable,
is exempt from taxation under Section 501(a) of the Code;
(ii) such plan has been administered and enforced in
accordance with its terms and all applicable laws; (iii) no
breach of fiduciary duty has occurred with respect to which
any of the Companies or any Benefit Plan may be liable or
otherwise damaged; (iv) no disputes are pending or
threatened; (v) no prohibited transaction has occurred prior
to the Effective Time with respect to which any of the
Companies, the Surviving Corporation or any Benefit Plan may
be liable or otherwise damaged (except that no representation
or warranty is made by the Shareholders or the Companies as
to any "prohibited transaction" with respect to which the
Surviving Corporation may be liable or otherwise damaged
resulting from actions taken by Newco prior to the Effective
Time); (vi) no "reportable event" (within the meaning of
Section 4043(b) of ERISA) has occurred prior to the Effective
Time with respect to which any of the Companies, the
Surviving Corporation or any Benefit Plan may be liable or
otherwise damaged (except that no representation or warranty
is made by the Shareholders or the Companies as to any
"reportable event" with respect to which the Surviving
Corporation may be liable or otherwise damaged resulting from
actions taken by Newco prior to the Effective Time); (vii)
<PAGE>
all contributions, premiums, and other payment obligations
have been accrued on the financial statements of the
Companies in accordance with generally accepted accounting
principles, and, to the extent due, have been made on a
timely basis; (viii) all contributions made or required to be
made under such plan meet the requirements for deductibility
under the Code; (ix) each of the Companies, as the case may
be, has expressly reserved in itself the right to amend,
modify or terminate such plan, or any portion of it, without
liability to itself; (x) no such plan requires any of the
Companies to continue to employ any employee, director or
consultant; (xi) with respect to each such plan subject to
either Section 412 of the Code or Section 302 of ERISA (1)
such plan uses a funding method permissible under ERISA and
the actuarial assumptions used in connection therewith are
reasonable, both individually and in the aggregate, (2) no
such plan has incurred an accumulated funding deficiency,
whether or not waived, and (3) based on the plan's actuarial
assumptions, such plan's assets have and will have a fair
market value at least equal to the greater of (A) the plan's
"benefit liabilities," as defined in Section 4001(a)(16) of
ERISA or (B) the plan's "projected benefit obligation," as
defined in Statement of Financial Accounting Standards No.
87; (xii) no such plan has invested in (1) insurance or
annuity contracts issued by an insurance company with an A.M.
Best Company, Inc. rating of claims-paying ability below A++
or (2) employer securities or employer real property; (xiii)
the Companies have not made or agreed to make, nor are
required to make, any change in benefits that would
materially increase the costs of maintaining any of such
plans; (xiv) each Benefit Plan that is intended to be
qualified under Section 401(a) of the Code has received a
favorable determination letter from the Internal Revenue
Service which reflects amendments required by the Tax Reform
Act of 1986 and all subsequent legislation, and such
favorable determination has not been modified, revoked,
nullified or limited by failure to satisfy any condition
thereof or by a subsequent amendment to, or failure to amend,
such Benefit Plan; (xv) the Companies have satisfied any bond
coverage requirement of ERISA and all reporting and
disclosure obligations under ERISA and the Code with respect
to each Benefit Plan; and (xvi) all contributions to each
Benefit Plan have been made timely under the terms of each
such Benefit Plan and, to the extent applicable, under
Department of Labor Regulation Section 2510.3-102.
(d) No Benefit Plan is a "multiemployer plan"
(within the meaning of Section 3(37) or Section 4001(a)(3) of
<PAGE>
ERISA) or a "multiple employer plan" (within the meaning of
Section 4064 of ERISA or Section 413(c) of the Code). None
of the Companies has a current or potential liability or
obligation, whether direct or indirect, with respect to any
multiemployer plan or multiple employer plan.
(e) With respect to each Benefit Plan which
provides welfare benefits of the type described in Section
3(1) of ERISA: (i) no such plan provides medical or death
benefits with respect to current or former employees,
directors or consultants of any of the Companies beyond their
termination of employment, other than coverage mandated by
Sections 601-608 of ERISA and 4980B(f) of the Code; (ii) each
such plan has been administered in compliance with Sections
601-608 of ERISA and 4980B(f) of the Code; and (iii) no such
plan has reserves, assets, surpluses or prepaid premiums.
(f) The consummation of the transactions
contemplated by this Agreement will not (i) entitle any
individual to severance pay, or (ii) accelerate the time of
payment or vesting, or increase the amount, of compensation
due to any individual. No payment made or contemplated under
any Benefit Plan constitutes an "excess parachute payment"
within the meaning of Section 280G of the Code.
(g) No Benefit Plan has been partially terminated
under Section 411(d)(3) of the Code and no proceeding has
been initiated to terminate any Benefit Plan. The Companies
have not incurred, nor reasonably expect to incur, any
liability under Title IV of ERISA. Except as set forth on
Exhibit 4.12(g), no employee benefit plan that has ever been
maintained or contributed to by the Companies or the
Shareholders or any affiliated entity under Section 414(b),
(c), (m) or (o) of the Code or Section 4001 of ERISA, that is
subject to Title IV of ERISA, has been terminated at any time
during the seven calendar-year period preceding the date
hereof. With respect to the termination of each plan set
forth on Exhibit 4.12(g), (i) a favorable determination upon
termination has been issued by the Internal Revenue Service
and such favorable determination has not been modified,
revoked, nullified or limited by failure to satisfy any
condition thereof, (ii) such termination was a "standard
termination" (within the meaning of Section 4041(b) of ERISA)
and was carried out in compliance with ERISA, the Code, and
any other applicable law, (iii) all plan assets were
distributed as soon as administratively feasible following
the adoption of the amendment to terminate and all benefit
liabilities arising out of or in connection with the
<PAGE>
termination have been satisfied, (iv) no active or former
participant or beneficiary of such plan is reasonably
expected to have any claim arising out of or in connection
with such termination, (v) all reporting and disclosure
requirements arising out of or in connection with such
termination have been satisfied, (vi) the Pension Benefit
Guaranty Corporation has not issued a "Notice of
Noncompliance" (as defined in Section 4041(b)(2)(C) of ERISA)
in connection with such termination and has not taken any
steps to nullify such termination, and (vii) benefit accruals
under each such plan were ceased as of the plan's proposed
termination date and notice which satisfied Section 204(h) of
ERISA was provided in connection therewith.
4.13. Interests of Officers, Directors and
------------------------------------
Shareholders. Except as set forth in Exhibit 4.13 and other
------------
than in respect of salaries or amounts due in respect of
ordinary travel and business expenses and Benefit Plans, no
present officer, director or shareholder of any of the
Companies nor any associate thereof has any agreement, loan
or other obligation outstanding with, to or from any of the
Companies or for which any of the Companies may be liable, or
has any material interest in any firm, person or entity with
which any of the Companies does business. For purposes of
this Agreement, "associate" shall mean (1) any corporation or
organization of which a Shareholder is an officer or partner
or is, directly or indirectly, the beneficial owner of 10
percent or more of any class of equity securities, (2) any
trust or other estate in which a Shareholder has a
substantial beneficial interest or as to which such
Shareholder serves as trustee or in a similar fiduciary
capacity, and (3) any relative or spouse of a Shareholder, or
any relative of such spouse, who has the same home as such
Shareholder.
4.14. Employees. Exhibit 4.14 hereto is a true
---------
and complete list of all employees of the Companies, their
employment dates and positions, whether any such employee has
a written agreement with any of the Companies, and the
current salary of each such employee as of June 30, 1995, and
the salaries, incentive awards, bonuses and other
compensation paid to each such employee for the six months
ended June 30, 1995 (shown separately). Since December 31,
1994, none of the Companies has terminated or experienced the
resignation of any employee, except as set forth in Exhibit
<PAGE>
4.14 hereto. There are no collective bargaining agreements
relating to any employees of the Companies. Within the last
two years none of the Companies has experienced any work
stoppage or has been the subject of any collective bargaining
agreement.
4.15. Banks. Exhibit 4.15 hereto is a true and
-----
complete list of all banks or other financial institutions in
which any of the Companies has an account or a line of
credit, showing a description of each account or line of
credit, or in which any of the Companies has a safe deposit
box.
4.16. Insurance. Exhibit 4.16 hereto sets forth a
---------
true and complete list of all policies of insurance
maintained by any of the Companies, showing the subject
matter, the beneficiary and the amount of coverage for each
policy. In the last ten years, no significant claims have
been submitted under any of such policies.
4.17. Absence of Bank or Savings and Loan Status.
------------------------------------------
None of the Companies (a) is an "insured bank" or is eligible
for federal deposit insurance within the meaning of the
Federal Deposit Insurance Act, as amended; (b) is a "savings
association" for purposes of the Regulations for Savings and
Loan Holding Companies, 12 CFR 583-584 and the Regulations
for the Acquisition of Control of Savings Associations, 12
CFR 574; (c) accepts deposits within the meaning of 12
U.S.C. 378; (d) is a "bank" or a "bank holding company," as
such terms are defined in the Bank Holding Company Act of
1956, as amended, and the regulations promulgated thereunder
(the "Bank Holding Company Act"); (e) owns or "controls" 5
percent or more of the voting securities of a "bank" or "bank
holding company," as such terms are defined in the Bank
Holding Company Act; (f) is regulated as a bank under the
laws or regulations of its jurisdiction of incorporation; (g)
is a "savings and loan holding company"; (h) "controls" any
"savings association," as such terms are defined in 12 CFR
574 and 583; (i) has acquired by purchase or otherwise, or
retains, more than 5 percent of the voting stock or shares of
a "savings association" or "savings and loan holding
company," as such terms are defined in 12 CFR 583; or (j)
is regulated as a savings and loan institution under the laws
or regulations of its jurisdiction of incorporation.
<PAGE>
4.18. Brokers and Finders. None of the Companies,
-------------------
any of their officers, directors or employees, or any
Shareholder has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finders fees
in connection with the transactions contemplated by this
Agreement.
4.19. Status of Shareholders. Each Shareholder
----------------------
represents that: (a) such Shareholder is an "accredited
investor" within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"); (b) such Shareholder has such knowledge
and experience in financial and business matters as to be
capable of evaluating the merits and risks of such
Shareholder's acquisition of Alleghany Shares hereunder; (c)
such Shareholder has the ability to bear the economic risks
of such Shareholder's acquisition hereunder, including a
complete loss of his or her investment in Alleghany Shares;
(d) such Shareholder has been furnished with and has had
access to such information as such Shareholder has considered
necessary to make a determination as to his or her
acquisition hereunder; (e) such Shareholder has had all
questions asked by such Shareholder concerning the operations
of Alleghany and Newco answered by Alleghany and Newco in a
satisfactory manner; (f) such Shareholder has not been
offered the Alleghany Shares by any form of general
solicitation or general advertising, including, without
limitation, any advertisement, article, notice or other
communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or any seminar
or meeting whose attendees have been invited by any general
solicitation or general advertising; and (g) such Shareholder
has not relied on any representations and warranties of
Alleghany and Newco other than those contained in this
Agreement.
4.20. Investment Representation. The Alleghany
-------------------------
Shares to be acquired by each Shareholder will be acquired by
such Shareholder for his or her own account for purposes of
investment and not with a view to distribution in a manner
which would be in violation of the Securities Act or the
securities or "blue sky" laws of any state or jurisdiction of
the United States, provided that any disposition of such
Shareholder's property shall at all times be within his or
her control.
<PAGE>
4.21. Shareholder Understandings.
--------------------------
(a) Each Shareholder understands that the
Alleghany Shares to be acquired by the Shareholders have not
been registered under the Securities Act and may be
transferred only if so registered (which registration is
provided for in Section 9.4 hereof) or if an exemption
therefrom is available. Such Shareholder will not sell or
dispose of any of the Alleghany Shares without (i) the
registration of such Alleghany Shares under the Securities
Act and the qualification or approval of such Alleghany
Shares under the applicable securities or "blue sky" laws of
any state or jurisdiction of the United States, or (ii) the
delivery to Alleghany of an opinion of counsel, in form and
substance reasonably satisfactory to counsel for Alleghany,
that such proposed sale or disposition is exempt from the
provisions of Section 5 of the Securities Act and the
applicable securities or "blue sky" laws of any state or
jurisdiction of the United States.
(b) Each of the certificates for the Alleghany
Shares received by each Shareholder pursuant to this
Agreement may bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NO SALE, ASSIGNMENT, PLEDGE OR
OTHER DISPOSITION OF THESE SECURITIES MAY BE EFFECTED
UNTIL THESE SECURITIES HAVE BEEN REGISTERED UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS
AN OPINION OF COUNSEL SATISFACTORY TO ALLEGHANY
CORPORATION IS RECEIVED TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT OR SUCH STATE
SECURITIES LAWS."
(c) Notwithstanding the effectiveness of such
registration, qualification and approval, such Shareholder
understands that, until the publication of Alleghany's
consolidated financial statements which include at least
thirty days of post-Merger operations, each of the
certificates for the Alleghany Shares received by him or her
pursuant to this Agreement may bear the following legend:
"NO TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL
THE CONSOLIDATED FINANCIAL STATEMENTS OF ALLEGHANY
<PAGE>
CORPORATION WHICH INCLUDE AT LEAST THIRTY DAYS OF
OPERATIONS SUBSEQUENT TO THE DATE ON WHICH THIS
CERTIFICATE WAS ISSUED HAVE BEEN MADE PUBLICLY
AVAILABLE."
4.22. Pooling. Since December 1, 1992, none of
-------
the Companies nor any of the Shareholders has taken any of
the actions set forth in Exhibit 4.22 hereof.
4.23. Aggregate Materiality. There are no events,
---------------------
situations, obligations or liabilities of the types described
in this Article IV and excepted therefrom solely because
individually they do not have a material adverse effect on
the condition (financial or otherwise), earnings, assets,
liabilities or business of the Companies taken as a whole
which, in the aggregate, would have a material adverse effect
on the condition (financial or otherwise), earnings, assets,
liabilities or business of the Companies taken as a whole.
4.24. Disclosure. The information provided by the
----------
Companies and the Shareholders in this Agreement and in the
exhibits and other documents delivered pursuant hereto does
not contain any untrue statement of a material fact or omit
to state herein a material fact necessary to make the
statements made herein, in light of the circumstances under
which they are made, not misleading.
ARTICLE V
Representations and Warranties of Alleghany and Newco
Each of Alleghany and Newco hereby jointly and
severally represents and warrants to the Companies and the
Shareholders as follows:
5.1. Corporate Organization and Qualification.
----------------------------------------
Each of Alleghany and Newco is a corporation duly organized,
validly existing and in good standing under the laws of its
jurisdiction of incorporation and is in good standing as a
foreign corporation in each jurisdiction where the properties
owned, leased or operated, or the business conducted, by it
require such qualification and where the absence of which
would have a material adverse effect on the condition
<PAGE>
(financial or otherwise), earnings, assets, liabilities or
business of Alleghany and its subsidiaries taken as a whole.
Each of Alleghany and Newco has the requisite corporate power
and authority to carry on its business as it is now being
conducted. Alleghany has delivered to the Companies a true
and complete copy of its Restated Certificate of
Incorporation and By-Laws, and of Newco's Articles of
Incorporation and By-Laws, each as amended to date, and each
is in full force and effect.
5.2. Authorized Capital.
------------------
(a) The authorized capital stock of Alleghany
consists of 22,000,000 Alleghany Shares, of which 7,080,284
Alleghany Shares are issued and outstanding as of the date
hereof, and 8,000,000 shares of preferred stock, par value
$1.00 per share, none of which are issued and outstanding.
All of the issued and outstanding Alleghany Shares have been
duly authorized and are validly issued, fully paid and
nonassessable. The authorized capital stock of Newco
consists of 1,000 shares of common stock, par value $1.00 per
share, all of which are issued and outstanding as of the date
hereof. Such shares have been duly authorized and are
validly issued, fully paid and nonassessable, and are owned
by Alleghany free and clear of all liens, pledges, security
interests, claims and other encumbrances of any nature
whatsoever.
(b) When issued and delivered pursuant to this
Agreement, the Alleghany Shares constituting the
Consideration will be duly authorized and validly issued,
will be fully paid and nonassessable, and will be delivered
by Alleghany to the Shareholders free and clear of all liens,
pledges, security interests, claims and other encumbrances of
any nature whatsoever which are attributable to Alleghany
except for encumbrances arising pursuant to Section 1.3
hereof.
(c) The Indemnity Shares (as defined in Section
11.3(b) hereof), if any, when issued and delivered pursuant
to this Agreement, will be duly authorized and validly
issued, will be fully paid and nonassessable, and will be
delivered by Alleghany to the Shareholders free and clear of
all liens, pledges, security interests, claims and other
encumbrances of any nature whatsoever which are attributable
to Alleghany.
<PAGE>
5.3. Corporate Authority. Exhibit 5.3 hereto is a
-------------------
true and complete list of all material permits, approvals,
qualifications, filings, consents or waiting periods of third
parties and regulatory authorities which are required by
Alleghany or Newco for the consummation of the transactions
contemplated by this Agreement (other than the filing of the
New York Certificate of Merger) (the "Alleghany Approvals").
Each of Alleghany and Newco has full corporate power and
authority to enter into this Agreement and to consummate the
transactions contemplated hereby, the execution, delivery and
performance of this Agreement by Alleghany and Newco have
been duly and validly authorized by all necessary corporate
action on the part of Alleghany and Newco, including, without
limitation, the written consent of Alleghany as sole
shareholder of Newco approving this Agreement pursuant to
Section 615 of the BCL, and this Agreement constitutes a
legal, valid and binding obligation of each of Alleghany and
Newco, enforceable against each of them in accordance with
its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, and other similar laws relating to or
affecting creditors' rights generally or by general equitable
principles relating to enforceability (regardless of whether
such enforceability is considered in a proceeding in equity
or at law). Neither the execution and delivery of this
Agreement, nor the consummation of the transactions
contemplated hereby, will (a) conflict with or result in a
breach or violation of any of the provisions of Alleghany's
Restated Certificate of Incorporation or By-Laws or Newco's
Articles of Incorporation or By-Laws; (b) subject to the
granting of the Alleghany Approvals, conflict with, result in
a breach or violation of, result in a default or loss of a
material benefit under, or permit the acceleration of any
obligation under any provision of any agreement, indenture,
mortgage, lien, lease or other instrument or restriction of
any kind to which Alleghany or Newco is a party or by which
any of their respective assets or properties is otherwise
bound; or (c) subject to the granting of the Alleghany
Approvals, violate any order, writ, injunction, decree,
statute, rule or regulation applicable to Alleghany or Newco
or any of their respective assets or properties, the effect
of which conflict, breach, violation, default, loss or
acceleration, in the case of any of (a), (b) or (c),
individually or in the aggregate, would have a material
adverse effect on the condition (financial or otherwise),
earnings, assets, liabilities or business of Alleghany and
its subsidiaries taken as a whole.
<PAGE>
5.4. Compliance. Each of Alleghany and Newco is
----------
in compliance with all laws, regulations and requirements
applicable to the operation of its business, with which the
failure to so comply would have a material adverse effect on
the condition (financial or otherwise), earnings, assets,
liabilities or business of Alleghany and its subsidiaries
taken as a whole.
5.5. Financial Statements.
--------------------
(a) The audited consolidated balance sheets of
Alleghany and its subsidiaries as at December 31, 1994 and
1993 and the related audited consolidated statements of
earnings, changes in common stockholders' equity and cash
flows for each of the years then ended ("Alleghany's Annual
Financial Statements"), which heretofore have been delivered
to the Companies, present fairly the consolidated financial
position and results of operations of Alleghany and its
subsidiaries as of the dates and for the periods indicated
therein in accordance with generally accepted accounting
principles applied on a consistent basis throughout the
periods indicated, except as may otherwise be specifically
indicated therein.
(b) The unaudited consolidated balance sheets of
Alleghany as at June 30, 1995 and the related unaudited
consolidated statements of earnings and cash flows for the
six months then ended ("Alleghany's June 30, 1995 Financial
Statements"), which heretofore have been delivered to the
Companies, present fairly the consolidated financial position
and results of operations of Alleghany and its subsidiaries
as of the dates and for the periods indicated therein in
accordance with generally accepted accounting principles
applied on a basis consistent with the Alleghany's Annual
Financial Statements, except as may otherwise be specifically
indicated therein.
5.6. Undisclosed Liabilities. As at December 31,
-----------------------
1994, Alleghany had no obligations or liabilities of any
nature, whether absolute, accrued, contingent or otherwise,
which, individually or in the aggregate, would have a
material adverse effect on the condition (financial or
otherwise), earnings, assets, liabilities or business of
Alleghany and its subsidiaries taken as a whole, except and
<PAGE>
to the extent disclosed in Alleghany's Annual Financial
Statements as at December 31, 1994. Since December 31, 1994,
Alleghany has not incurred or become subject to any
obligations or liabilities of any nature, whether absolute,
accrued, contingent or otherwise, which, individually or in
the aggregate, would have a material adverse effect on the
condition (financial or otherwise), earnings, assets,
liabilities or business of Alleghany and its subsidiaries
taken as a whole, except and to the extent disclosed in
Alleghany's June 30, 1995 Financial Statements.
5.7. No Material Adverse Change. Since
--------------------------
December 31, 1994, there has not been any material adverse
change in the condition (financial or otherwise), earnings,
assets, liabilities or business of Alleghany and its
subsidiaries taken as a whole as reflected in Alleghany's
Annual Financial Statements as at December 31, 1994, whether
or not arising from transactions in the ordinary course of
business, and Alleghany is not aware of any fact or condition
relating to its business which it reasonably believes might
result in such a material adverse change after the Closing
Date. A fluctuation in the market value of Alleghany Shares
due to general market conditions shall not in and of itself
be deemed to be a material adverse change for purposes of
this Section 5.7.
5.8. Litigation. There are no actions, suits,
----------
proceedings, claims, investigations or examinations pending
or, to the best knowledge of Alleghany, threatened against
Alleghany, any of its subsidiaries or any of their
businesses, properties or assets, at law or in equity, before
or by any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instru-
mentality, domestic or foreign, which, if adversely
determined, would have a material adverse effect on the
condition (financial or otherwise), earnings, assets,
liabilities or business of Alleghany and its subsidiaries
taken as a whole.
5.9. Brokers and Finders. None of Alleghany, any
-------------------
subsidiary or affiliate of Alleghany or any of their
officers, directors or employees has employed any broker or
finder or incurred any liability for any brokerage fees,
commissions or finders fees in connection with the
transactions contemplated by this Agreement.
<PAGE>
5.10. SEC Filings.
-----------
(a) Alleghany has delivered to the Companies:
(i) its annual reports to stockholders for the fiscal years
ended December 31, 1994 and 1993; its annual reports on Form
10-K for the fiscal years ended December 31, 1994 and 1993;
(ii) its proxy statements relating to the meetings of the
stockholders of Alleghany held April 28, 1995 and April 22,
1994; and (iii) all of its other reports, statements,
schedules and registration statements filed with the SEC
since December 31, 1994.
(b) As of its filing date, no such report or
statement filed pursuant to the Exchange Act contained any
untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were
made, not misleading.
5.11. Aggregate Materiality. There are no events,
---------------------
situations, obligations or liabilities of the types described
in this Article V and excepted therefrom solely because
individually they do not have a material adverse effect on
the condition (financial or otherwise), earnings, assets,
liabilities or business of Alleghany and its subsidiaries
taken as a whole which, in the aggregate, would have a
material adverse effect on the condition (financial or
otherwise), earnings, assets, liabilities or business of
Alleghany and its subsidiaries taken as a whole.
5.12. Disclosure. The information provided by
----------
Alleghany and Newco in this Agreement and in the exhibits and
other documents delivered pursuant hereto does not contain
any untrue statement of a material fact or omit to state
herein a material fact necessary to make the statements made
herein, in light of the circumstances under which they are
made, not misleading.
5.13. Investment. Alleghany and Newco each
----------
represent that: (a) Alleghany and Newco have been furnished
with and had access to such information as they have
considered necessary to make a determination as to the
acquisition of the Companies hereunder; (b) Alleghany and
<PAGE>
Newco have each had all questions asked by them concerning
the operations of the Companies answered by the Companies in
a satisfactory manner; and (c) Alleghany and Newco have not
relied on any representations and warranties of the Companies
other than those contained in this Agreement.
5.14. Representation Regarding Reorganization
---------------------------------------
Status. Alleghany represents that it has no present plan or
------
intention to: (i) cause Newco to issue additional shares of
stock that would result in Alleghany losing control of Newco
within the meaning of Section 368(c) of the Code; (ii)
liquidate Newco, merge Newco into another corporation or
cause Newco to dispose of any of the assets acquired in the
Merger except for dispositions made in the ordinary course of
business; (iii) sell or otherwise dispose of any of the stock
of Newco (except that Alleghany intends to transfer, exchange
or contribute the shares of capital stock of the Surviving
Corporation to its wholly owned subsidiary Chicago Title and
Trust Company ("CT&T") after the Effective Time); and (iv)
cause Newco to discontinue the historic businesses of the
Companies or fail to use a significant portion of the
historic business assets of the Companies in a business.
ARTICLE VI
Conditions to the Obligations of Alleghany and Newco
The obligations of each of Alleghany and Newco
under this Agreement are subject to the satisfaction, on or
before the Closing Date, of each of the following conditions:
6.1. Compliance with Agreement. Each of the
-------------------------
Companies and each Shareholder shall have performed and
complied in all material respects with all the terms,
covenants and conditions required by this Agreement to be
performed or complied with by it, him or her on or before the
Closing Date, and Alleghany and Newco shall have received
from each of the Companies and each Shareholder at the
Closing a certificate, dated the Closing Date, to that
effect. Attached to each Company's certificate shall be a
certified copy of the resolutions of the Board of Directors
of such Company adopting or approving this Agreement and
authorizing the transactions contemplated hereby.
<PAGE>
6.2. Representations and Warranties. The
------------------------------
representations and warranties made by the Companies and each
Shareholder in this Agreement shall be true and correct in
all material respects (except that each of the
representations and warranties made by the Companies and each
Shareholder which is qualified by materiality shall, as so
qualified, be true and correct in all respects) as of the
Closing Date, except for any changes permitted by the terms
hereof or consented to by Alleghany and Newco, and Alleghany
and Newco shall have received from each of the Companies and
each Shareholder at the Closing a certificate, dated the
Closing Date, to that effect.
6.3. Opinions of Counsel for the Companies and the
---------------------------------------------
Shareholders. Alleghany and Newco shall have received
------------
opinions from Hughes Hubbard & Reed and McCabe & Mack,
counsel for the Companies and the Shareholders, dated the
Closing Date, substantially in the forms set forth in
Exhibits 6.3(a) and 6.3(b) hereto.
6.4. Approvals. All Company Approvals and all
---------
Alleghany Approvals shall have been obtained and be in effect
on the Closing Date.
6.5. Accounting Treatment. Alleghany shall have
--------------------
received such assurances from its independent certified
public accountants as it shall reasonably require to the
effect that the acquisition of the Companies by Alleghany
pursuant to the Merger shall have met all of the conditions
for the "pooling-of-interests" method of accounting for
business transactions, in accordance with Accounting
Principles Board Opinion No. 16, Business Combinations.
---------------------
6.6. Key Man Insurance. All actions reasonably
-----------------
required to be taken by the Companies and Donald M. Juhl to
apply for a life insurance policy on Donald M. Juhl in the
amount of $6 million, naming CDRS, the Surviving Corporation
and CT&T as beneficiaries thereunder, shall have been taken.
<PAGE>
6.7. Indebtedness of the Companies. There shall
-----------------------------
have been no change in the outstanding indebtedness under the
Commercial Revolving Credit Note and Agreement between First
National Bank of The Hudson Valley and CDRS between the
Determination Date and the Effective Time (except for
interest accrued during such period).
6.8. Employee Benefits.
-----------------
(a) The Companies shall have contributed to the
Credit Data of Hudson Valley, Inc. Profit Sharing and Asset
Accumulation Plan (the "Plan"), (i) an interest payment of
$326.00, and (ii) to the extent not already contributed to
the Plan or accrued as a liability on applicable financial
statements, an amount equal to the salary reduction
contributions attributable to compensation earned by
participants from January 1, 1995 through the last day of the
last payroll period ending on or prior to the Closing Date,
and an amount equal to the matching contributions
attributable to such salary reduction contributions.
(b) Each of the Shareholders shall have executed a
release from claims for benefits under the Credit Data of
Hudson Valley, Inc. Defined Benefit Plan and Trust
substantially in the form set forth in Exhibit 6.8 hereto.
6.9. IBM Assignment. IBM shall have executed an
--------------
assignment substantially in the form set forth in Exhibit 6.9
hereto.
6.10. Settlement of the IBM Dispute. IBM and CDRS
-----------------------------
shall have executed and delivered a settlement substantially
in the form of Exhibit 6.10 hereto to one another an
agreement evidencing resolution and settlement of the dispute
with IBM described in a letter dated July 24, 1995 from IBM
to CDRS, together with a work plan to implement the
settlement (collectively, the "IBM Settlement Agreement").
The terms of the IBM Settlement Agreement shall be
satisfactory to Alleghany.
6.11. Escrow Agreement. Each of the Shareholders
----------------
shall have entered into the Escrow Agreement.
<PAGE>
ARTICLE VII
Conditions to the Obligations
of the Companies and the Shareholders
The obligations of the Companies and the
Shareholders under this Agreement are subject to the
satisfaction, on or before the Closing Date, of each of the
following conditions:
7.1. Compliance with Agreement. Each of Alleghany
-------------------------
and Newco shall have performed and complied in all material
respects with all the terms, covenants and conditions
required by this Agreement to be performed or complied with
by it on or before the Closing Date, and the Companies and
the Shareholders shall have received from each of Alleghany
and Newco at the Closing a certificate, dated the Closing
Date, to that effect. Attached to Newco's certificate shall
be a certified copy of the resolutions of the Board of
Directors of Newco, and a certified copy of the written
consent of Alleghany as the sole shareholder of Newco, and
attached to Alleghany's certificate shall be a certified copy
of the resolutions of the Board of Directors of Alleghany, in
each case adopting or approving this Agreement and
authorizing the transactions contemplated hereby.
7.2. Representations and Warranties. The
------------------------------
representations and warranties made by Alleghany and Newco in
this Agreement shall be true and correct in all material
respects (except that each of the representations and
warranties made by Alleghany and Newco which is qualified by
materiality shall, as so qualified, be true and correct in
all respects) as of the Closing Date except for any changes
permitted by the terms hereof or consented to by the
Companies and the Shareholders, and the Shareholders shall
have received from each of Alleghany and Newco at the Closing
a certificate, dated the Closing Date, to that effect.
7.3. Opinion of Counsel for Alleghany and Newco.
------------------------------------------
The Companies and the Shareholders shall have received an
opinion from Donovan Leisure Newton & Irvine, counsel for
Alleghany and Newco, dated the Closing Date, substantially in
the form set forth in Exhibit 7.3 hereto.
<PAGE>
7.4. Approvals. All Company Approvals and all
---------
Alleghany Approvals shall have been obtained and be in effect
on the Closing Date.
7.5. Escrow Agreement. Alleghany shall have
----------------
entered into the Escrow Agreement.
ARTICLE VIII
Covenants of the Companies and the Shareholders
8.1. Covenants Pending the Closing. From and
-----------------------------
after the date hereof and until the Closing Date:
(a) Access to Properties, Books and Records. The
---------------------------------------
Companies and the Shareholders shall afford or cause to be
afforded to Alleghany and to the attorneys, accountants and
other authorized representatives of Alleghany reasonable
access during normal business hours as often as they
reasonably desire to the Companies and their employees,
properties, books and records in order to afford Alleghany
the opportunity to make such investigations of the affairs of
the Companies as it deems desirable. The Companies and the
Shareholders shall also furnish or cause to be furnished to
Alleghany such information relating to the businesses and
affairs of the Companies as Alleghany shall from time to time
reasonably request. Alleghany also shall be afforded the
opportunity to confer with the Companies' clients if
Alleghany determines that to be necessary or advisable.
Alleghany shall, and shall cause its attorneys, accountants
and other authorized representatives to, hold in confidence,
in the same manner in which Alleghany preserves its own
confidential information, information of a confidential or
proprietary nature which is obtained from the Companies or
the Shareholders and is not otherwise publicly available or
ascertainable.
(b) Carry On in Regular Course. The Companies
--------------------------
shall carry on their businesses diligently and substantially
in the same manner as presently being conducted and shall not
make or institute any material change in their methods of
<PAGE>
operations or doing business; provided, however, that none of
------------------
the Companies shall enter into, terminate, amend or renew,
any agreement which, if in existence as of the date hereof,
would have been required to be set forth on any exhibit
delivered pursuant to Section 4.11 hereof, without the prior
written consent of Alleghany. Without the prior written
consent of Alleghany, none of the Companies or any of the
Shareholders shall grant any bonuses to any of the employees
of the Companies, alter or increase the present compensation
of such employees, or amend the current terms of the Benefit
Plans. No capital expenditures shall be incurred or
contracted for by or on behalf of the Companies in excess of
$50,000 in the aggregate without the prior written consent of
Alleghany.
(c) Preservation of Organization. Each of the
----------------------------
Companies shall maintain its corporate existence and powers
and its qualification as a foreign corporation in the states
listed in Exhibit 4.1 hereto. None of the Companies shall
amend its respective Certificate of Incorporation or Bylaws
without the prior written consent of Alleghany, and none of
the Companies shall make any change in its authorized or
issued capital stock. Each of the Companies and the
Shareholders shall use commercially reasonable efforts to
(i) preserve intact the business organization of each of the
Companies, (ii) keep available to Alleghany the present key
officers and employees of the Companies, (iii) preserve for
Alleghany the relationships of the Companies with their
clients, suppliers and others having business relations with
them, (iv) maintain all of the properties of the Companies in
customary repair, order and condition, and (v) take all steps
reasonably necessary to maintain the intangible assets of the
Companies.
8.2. Filings and Approvals. From and after the
---------------------
date hereof and until the Closing Date, each of the Companies
and the Shareholders shall duly make all regulatory filings
required to be made by it in respect of this Agreement or the
transactions contemplated hereby.
8.3. Reasonable Efforts. From and after the date
------------------
hereof and until the Closing Date, each of the Companies and
the Shareholders agrees to use commercially reasonable
efforts to consummate the transactions contemplated hereby,
<PAGE>
including, without limitation, satisfaction of the conditions
set forth in Article VI hereof.
8.4. Further Assurances. Each of the Shareholders
------------------
agrees that he or she will, from time to time at and
subsequent to the Closing Date, at the request of Alleghany
and without further consideration, take such action as
Alleghany may reasonably request in order more effectively to
consummate the transactions contemplated hereby, provided
that Alleghany will pay any expenses reasonably incurred by
such Shareholders in connection with such action. None of
the Shareholders will take any of the actions set forth in
Exhibit 8.4 hereto.
8.5. No Competition; No Solicitation; No
-----------------------------------
Inducement; Confidentiality.
---------------------------
(a) Each Shareholder agrees that for a period
commencing on the Closing Date and ending five (5) years
thereafter he or she shall not, without the express prior
written consent of the Board of Directors of the Surviving
Corporation (which consent shall not be effective unless
given after the Closing):
(i) engage in the credit reporting, credit bureau
or debt collection businesses of the types conducted
currently by any of the Companies, either directly, or
as a consultant or advisor, or as a shareholder (other
than as the holder of less than 5 percent of the shares
of any corporation whose shares are traded on a national
securities exchange or over the counter) or partner, in
direct competition with the Surviving Corporation or any
subsidiary thereof (collectively, the "Credit Data
Companies") within the counties in the States of New
York and Indiana listed on Exhibit 8.5 hereto; or
(ii) for himself or herself, on behalf of any
other person, firm or entity or in connection with any
other person, firm or entity, approach, counsel or
attempt to induce any employee of the Credit Data
Companies to leave the employ of the Credit Data
Companies or to terminate such engagement, or employ or
attempt to employ, or engage or attempt to engage, any
such person who at any time during the preceding twelve
months was in the employ of any of the Credit Data
<PAGE>
Companies or engaged by any of the Credit Data
Companies.
(b) Each Shareholder agrees that for a period
commencing on the Closing Date and continuing for so long as
permitted by law he or she shall not, without the express
prior written consent of the Surviving Corporation, for
himself or herself, on behalf of any other person, firm or
entity or in conjunction with any other person, firm or
entity (other than the Credit Data Companies) do business
with, solicit, call upon, accept business from or engage in
business with any person, firm or entity which is a customer
of the Credit Data Companies on the Closing Date for the
purpose of providing the same or similar services as that
conducted by the Credit Data Companies as of the Closing Date
or entered into by the Credit Data Companies after the
Closing Date.
(c) Each Shareholder agrees that he or she will
not at any time from and after the date hereof divulge,
furnish or make accessible to any person, or himself or
herself make use of any confidential information obtained by
him or her in respect of any of the Credit Data Companies,
including, without limitation, all such information with
respect to any products, programs, methodologies, finances,
financial condition, organization, personnel, business
activities, budgets, plans or objectives of any of the Credit
Data Companies, and that, except for Donald M. Juhl (and
Karen E. Jankowski in the event she remains in the employ of
CDRS after the Closing), he or she will, prior to the Closing
Date, return to the Companies all such information which has
been reduced to written or other physical form, and all
copies thereof, in his or her possession or custody or under
his control; provided, however, that confidential information
-------- -------
shall not include any information that (i) is or hereafter
becomes publicly available or known generally to the public
or in the industry, (ii) is disclosed to such Shareholder by
a third party who has the right to disclose such information,
or (iii) based on such Shareholder's good faith judgment with
the advice of counsel, is required to be disclosed in
compliance with applicable legal requirements by a court,
arbitrator or governmental authority, and such information
shall remain confidential information for all other purposes
unless clauses (i) and (ii) above otherwise apply. Whenever
any Shareholder becomes aware of any state of facts which
would or might result in disclosure of such confidential
information pursuant to this Section 8.5(c), he or she shall
<PAGE>
promptly notify Alleghany prior to any such disclosure so
that Alleghany may seek a protective order or other
appropriate remedy and/or waive compliance with the
provisions of this Section 8.5(c). In any event, such
Shareholder shall furnish only that portion of the
information which is legally required and shall exercise
reasonable efforts to obtain assurance that confidential
treatment shall be accorded such confidential information.
(d) In view of the geographic scope and nature of
the business in which the Companies are, and the Surviving
Corporation will be, engaged, and recognizing the substantial
sums to be paid to the Shareholders pursuant to the terms
hereof, each Shareholder expressly acknowledges that the
restrictive covenants set forth in this Section 8.5,
including, without limitation, the geographic scope of such
covenants, are necessary in order to protect and maintain the
proprietary interests and other legitimate business interests
of the Surviving Corporation and that the enforcement of such
restrictive covenants will not prevent him or her from
earning a livelihood. Each Shareholder also acknowledges
that the scope of the operations of the Companies are, and
the Surviving Corporation will be, such that it is reasonable
that the restrictions set forth in this Section 8.5 are not
more limited as to geographic area than is set forth herein.
Each Shareholder further acknowledges that the remedy at law
for any breach or threatened breach of this Section 8.5 will
be inadequate and, accordingly, that Alleghany and the
Surviving Corporation shall, in addition to all other
available remedies (including, without limitation, seeking
such damages as it can show it has sustained by reason of
such breach), be entitled to injunctive relief.
(e) The provisions of this Section 8.5 shall
terminate in the event that the Surviving Corporation goes
out of the credit reporting, credit bureau or debt collection
businesses; provided, however, that in the event that the
--------- -------
Surviving Corporation goes out of one or two, but not all of
such businesses currently conducted by any of the Companies,
such provisions shall terminate only as to the businesses in
which the Surviving Corporation is no longer engaged; and
provided, further, that such provisions shall continue in
--------- -------
full force and effect in the event of any sale of the
business of the Surviving Corporation, including, but not
limited to, any sale of the Surviving Corporation's stock or
<PAGE>
assets or any merger or consolidation of the Surviving
Corporation with or into any corporation.
(f) The provisions of this Section 8.5 shall be
construed as independent covenants; and the existence of any
claim, demand, action or cause of action of a Shareholder
against any party hereto, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the
enforcement of any of the covenants in this Section 8.5.
8.6. Compliance with Securities Laws. Each of the
-------------------------------
Shareholders agrees that he or she will comply with all
federal and state securities or "blue sky" laws with respect
to the Alleghany Shares.
ARTICLE IX
Covenants of Alleghany and Newco
9.1. Filings and Approvals. From and after the
---------------------
date hereof and until the Closing Date, each of Alleghany and
Newco shall duly make all regulatory filings required to be
made by it in respect of this Agreement or the transactions
contemplated hereby.
9.2. Reasonable Efforts. From and after the date
------------------
hereof and until the Closing Date, each of Alleghany and
Newco agree to use commercially reasonable efforts to
consummate the transactions contemplated hereby, including,
without limitation, satisfaction of the conditions set forth
in Article VII hereof.
9.3. Further Assurances. Alleghany and Newco
------------------
agree that they will, from time to time at and subsequent to
the Closing Date, at the request of the Shareholders and
without further consideration, execute and deliver such other
instruments of conveyance, assignment and transfer and take
such other actions as the Shareholders may reasonably request
in order more effectively to consummate the transactions
contemplated hereby, provided that the Shareholders will pay
any expenses reasonably incurred by Alleghany or Newco in
connection with such action.
<PAGE>
9.4. Registration Rights.
-------------------
(a) Registration. Upon the Closing, Alleghany
------------
shall use commercially reasonable efforts to effect as
promptly as practicable, but no earlier than the first day
after the publication of Alleghany's financial statements
which include at least thirty days of post-Merger operations,
the registration on Form S-3 and/or qualification with, or
the approval of, any governmental authority under any federal
or state securities laws of all Alleghany Shares acquired by
the Shareholders under this Agreement which Shareholders
request in writing to be included in such registration, as
may be required to permit the sale or other disposition of
such Alleghany Shares by the Shareholders. Alleghany shall
be under no obligation to effect an underwritten offering of
the Alleghany Shares. Alleghany shall not be required to
effect more than one registration pursuant to this Section
9.4(a). Upon such registration on Form S-3 being declared
effective, Alleghany will deliver to the Shareholders'
Representative an opinion of either (x) the General Counsel
of Alleghany, (y) Donovan Leisure Newton & Irvine or (z) such
other counsel as may be reasonably acceptable to the
Shareholders' Representative substantially to the effect set
forth in Exhibit 9.4(a) hereto.
(b) Effectiveness. Alleghany shall use
-------------
commercially reasonable efforts to keep effective and
maintain any registration, qualification or approval of the
Alleghany Shares required pursuant to this Section 9.4, and
from time to time to amend or supplement the prospectus used
in connection therewith to the extent necessary in order to
comply with applicable federal and state securities laws,
until the earlier of the date on which all of the Alleghany
Shares covered by the registration statement have been sold
by the Shareholders or two years after the effectiveness of
such registration statement. Alleghany shall furnish to each
Shareholder such number of copies of such prospectus, as
amended from time to time, and supplements thereto, as such
Shareholder may reasonably request.
(c) Expenses. All expenses incident to the
--------
obligations of Alleghany under Sections 9.4(a) and 9.4(b)
hereof (including, without limitation, registration fees,
printing or document reproduction expenses, and fees and
<PAGE>
expenses of its counsel, investment advisors and accountants)
shall be borne by Alleghany, and all other expenses incident
to the disposition by each Shareholder of the Alleghany
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)
shall be borne by such Shareholder.
(d) Shareholder Agreements. Each Shareholder
----------------------
shall (i) furnish to Alleghany such information as Alleghany
may from time to time reasonably request in connection with
the registration statement and prospectus, any amendment or
supplement thereto or any other filings required by this
Section 9.4; (ii) from and after the Closing Date and for so
long as the registration, qualification or approval remains
effective, promptly after the sale or any other disposition
by him or her of Alleghany Shares, give Alleghany written
notice of same; (iii) promptly notify Alleghany of any event
regarding such Shareholders which comes to his or her
attention which would necessitate an amendment or supplement
to the registration statement, prospectus or any of the other
filings required by this Section 9.4; and (iv) suspend sales
of Alleghany Shares under such registration statement
promptly upon receipt of notice from Alleghany that such
sales may not be made under the Securities Act or state
securities or "blue sky" laws until such registration
statement and prospectus are amended or supplemented as
necessary.
(e) Indemnification under this Section 9.4.
--------------------------------------
(i) Alleghany agrees to indemnify, to the extent
permitted by law, the Shareholders and hold them
harmless at all times after the date of this Agreement
from and against and in respect of any and all
liabilities, losses, damages, settlements, claims, costs
or expenses, including, without limitation, attorneys'
fees (collectively, "Liabilities"), under the Securities
Act, state securities or "blue sky" laws, common law or
otherwise, arising out of or due to (A) any untrue
statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus
relating to the registration or qualification of the
Alleghany Shares, or (B) any omission or alleged
omission to state in such registration statement or
prospectus a material fact required to be stated therein
<PAGE>
or necessary to make the statements therein, in light of
the circumstances under which they were made, not
misleading, except insofar as such Liabilities arise out
of or are due to any untrue statement of a material fact
contained in, or omission of a material fact from,
information furnished in writing to Alleghany by the
Shareholders expressly for use in such registration
statement or prospectus. If the offering pursuant to
this Section 9.4 is made through underwriters, Alleghany
agrees to enter into an underwriting agreement in
customary form with such underwriters and to indemnify
such underwriters to the same extent as provided above
with respect to the indemnification of the Shareholders.
(ii) The Shareholders jointly and severally agree
to indemnify, to the extent permitted by law, Alleghany,
its directors and officers and each person, if any, who
controls Alleghany within the meaning of Section 15 of
the Securities Act and hold them harmless at all times
after the date of this Agreement from and against and in
respect of any and all Liabilities under the Securities
Act, state securities or "blue sky" laws, common law or
otherwise, arising out of or due to (A) any untrue
statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus
relating to the registration or qualification of the
Alleghany Shares, or (B) any omission or alleged
omission to state in such registration statement or
prospectus a material fact required to be stated therein
or necessary to make the statements therein, in light of
the circumstances under which they were made, not
misleading, but only to the extent that such Liabilities
arise out of or are due to any untrue statement of a
material fact contained in, or omission of a material
fact from, information furnished in writing to Alleghany
by the Shareholders expressly for use in such
registration statement or prospectus.
(iii) The procedures to be followed in connection
with the rights of indemnification provided in this
Section 9.4(e) are set forth in Section 11.5 hereof, and
the indemnification obligations set forth in this
Section 9.4(e) shall be deemed to be First Dollar
Indemnification obligations (as such term is defined in
Section 11.3(a) hereof).
<PAGE>
9.5. Delivery of SEC Documents. Promptly upon the
-------------------------
filing thereof with the SEC, Alleghany will deliver to the
Companies any current reports on Form 8-K and any other
reports, statements, schedules or registration statements
filed with the SEC from the date hereof until the Closing
Date.
9.6. Indebtedness of the Companies. Promptly
-----------------------------
after the Closing, Alleghany shall cause (a) the personal
guarantees of each of the Shareholders to The First National
Bank of The Hudson Valley relating to outstanding
indebtedness under the Commercial Revolving Credit Note and
Agreement between The First National Bank of The Hudson
Valley and CDRS to be released, and (b) the Surviving
Corporation to pay at maturity the following promissory
notes:
Date Amount Issued By Issued to Maturity
---- ------- --------- --------- --------
11/1/94 $ 47,000 CDHV Donald R. Juhl 11/1/95
9/9/94 $100,000 CDRS Karen Jankowski 9/9/95
9/9/94 $ 75,000 CDRS Suzanne Juhl-Pulver 9/9/95
7/27/95 $ 50,000 TJC Donald R. Juhl 9/9/95
9.7. Return of Materials. In the event of any
-------------------
termination of this Agreement pursuant to Section 12.1
hereof, Alleghany shall return to the Companies all materials
obtained from the Companies containing information of a
confidential or proprietary nature, shall destroy all other
materials which reflect or contain any such information, and
in any event shall maintain the confidentiality of
information of a confidential or proprietary nature which is
obtained from the Companies or the Shareholders.
<PAGE>
9.8. Covenants Relating to the Alleghany Shares.
------------------------------------------
(a) Promptly after the Closing Date, Alleghany
will cause the Alleghany Shares acquired by the Shareholders
under this Agreement to be listed on the New York Stock
Exchange.
(b) Upon any sale under an effective registration
statement contemplated by Section 9.4 hereof or promptly
after the third anniversary of the Closing Date, upon
delivery by any Shareholder of certificates representing the
Alleghany Shares to Alleghany, Alleghany will exchange such
certificates for certificates representing the same number of
Alleghany Shares without the legend referred to in Section
4.21(b) hereof.
(c) Promptly upon the publication of Alleghany's
consolidated financial statements which include at least
thirty days of post-Merger operations, upon delivery by any
Shareholder of certificates representing the Alleghany Shares
to Alleghany, Alleghany will exchange such certificates for
certificates representing the same number of Alleghany Shares
without the legend referred to in Section 4.21(c) hereof.
ARTICLE X
Covenants of the Shareholders and Alleghany
Relating to Certain Tax Matters
10.1. Pre-Merger and Straddle Period Taxes.
------------------------------------
(a) The Companies, at their cost or expense, shall
prepare or cause to be prepared, and file or cause to be
filed, on a timely basis, all Tax Returns of the Companies
(including any amendments thereto) in respect of taxable
periods ending on or before (and which shall include the date
of) the Effective Time (the "Pre-Merger Periods"), and shall
pay, or cause to be paid, all Taxes in respect of such Pre-
Merger Periods imposed on the Companies. In the case of
Taxes on, based on, or measured by income and imposed on the
Companies in respect of any Pre-Merger Periods (other than
the income Tax imposed on any of the Companies by New York
State under Tax Law 210 and Tax Law 209-A), such Taxes
shall be paid by the Shareholders and not the Companies.
Such Tax Returns shall be prepared in a manner consistent
<PAGE>
with the past practices of the Companies and, in any event,
there shall be "substantial authority" (within the meaning of
Section 6662(d)(2)(B)(i) of the Code) for the treatment of
any item shown on such Tax Returns. The Companies shall
furnish a copy of each such Tax Return to Alleghany at least
thirty days prior to the due date (determined with any
extensions) for the filing thereof so that Alleghany may
satisfy itself that such Tax Return was prepared in
compliance with the foregoing sentence. In the event that
Alleghany determines that there is not "substantial
authority" for the treatment of any item on any such Tax
Return, such Tax Return shall not be filed until the
Companies and Alleghany mutually agree as to the treatment of
any such item.
(b) Any taxable period of any of the Companies
that begins before the Effective Time and ends after the
Effective Time shall constitute a "Straddle Period" for
purposes of this Agreement. In the case of a Straddle
Period, the Shareholders shall be solely responsible for all
Taxes attributable to the portion of the period ending on the
Effective Time and Alleghany shall be solely responsible for
all Taxes attributable to the portion of the period after the
Effective Time. For purposes of this Agreement, the portion
of any Tax that is attributable to the operations of any
entity for the portion of such Straddle Period up to and
including the date of the Effective Time shall be (i) in the
case of a Tax that is not based on net income, gross income,
sales or gross receipts, the total amount of such tax for the
period in question multiplied by a fraction, the numerator of
which is the number of days in the Straddle Period up to and
including the date of the Effective Time, and the denominator
of which is the total number of days in such Straddle Period,
and (ii) in the case of a Tax that is based on any of net
income, gross income, sales or gross receipts, the Tax that
would be due with respect to the portion of the Straddle
Period through and including the date of the Effective Time,
as if such portion of the Straddle Period were a separate
taxable Pre-Merger Period, except that exemptions,
allowances, deductions or credits that are calculated on an
annual basis (such as the deduction for depreciation or
capital allowances) shall be apportioned on a per diem basis.
(c) At its own cost and expense, Alleghany shall
prepare, or cause to be prepared, and file or cause to be
filed, any Tax Return for any Straddle Period. Alleghany
shall provide the Shareholders' Representative (as defined in
Section 11.6 hereof) with copies of such completed Tax
<PAGE>
Return, together with related work papers and such other
documents as the Shareholders shall reasonably request, and a
statement certifying the amount of Taxes shown on such Tax
Return that are chargeable to the Shareholders pursuant to
Section 10.1(b) above (a "Tax Statement") no later than
thirty days before the due date for the filing of such Tax
Return. The Shareholders and their authorized
representatives shall have the right to review the Tax
Returns and Tax Statements received from Alleghany pursuant
to the terms of this Section 10.1(c). The Shareholders shall
pay to Alleghany an amount equal to the Taxes shown on the
Tax Statement as being chargeable to the Shareholders not
later than fifteen days following receipt of any such Tax
Return and Tax Statement, as the case may be. The
Shareholders and Alleghany agree to consult each other and
resolve in good faith any issues arising as a result of the
review of any such Tax Returns or Tax Statements received
from Alleghany.
(d) If a proposed adjustment is asserted in
writing with respect to a Straddle Period, Alleghany shall
notify the Shareholders' Representative of the proposed
adjustment within twenty days after receipt thereof. Within
twenty days of receipt of such notice from Alleghany, the
Shareholders may elect to contest any such proposed
adjustment jointly with Alleghany. If such joint control is
elected, neither party shall compromise or settle such
proposed adjustment without the written consent of the other
party, which consent shall not be unreasonably withheld. If
such joint control is elected, each party shall bear its own
costs and expenses of the contest.
(e) All transfer, gains, stamp, recording or other
similar Taxes incurred in connection with the transactions
contemplated by this Agreement, including any interest,
penalties, fines, assessments or additions to tax, whether
disputed or not, imposed in respect of the foregoing, will be
borne by the Shareholders; except that the Shareholders shall
have no liability for, and shall be held harmless by
Alleghany with respect to, any New York State Sales and
Compensating Use Taxes imposed under Article 28 of the New
York Tax Law and any local sales taxes authorized under
Article 29 of the New York Tax Law by reason of any merger or
consolidation of any of the Companies on or after the Closing
Date.
(f) Alleghany and each of the Shareholders of TJC
shall use commercially reasonable efforts to file promptly
<PAGE>
the required questionnaires in respect of the tax imposed by
Article 31-B, Tax on Gains Derived from Certain Real Property
Transfers, of the New York Tax Law (the "Gains Tax") in
respect of the merger of TJC into Newco, which questionnaires
shall be completed on the basis of allocating the
Consideration to the Property owned by TJC in accordance with
the value set forth on Exhibit 10.1 hereto. At the Closing,
the Shareholders of TJC shall deliver evidence reasonably
satisfactory to Alleghany of the payment of the Gains Tax in
the amount set forth in the tentative assessment issued by
the New York State Department of Taxation and Finance;
provided, however, that if no such tentative assessment shall
-------- -------
have been issued, then the Shareholders of TJC shall deliver
evidence reasonably satisfactory to Alleghany that the
requisite Gains Tax return has been prepared and is being
filed and that the amount of Gains Tax shown thereon (which
amount shall not be less than an amount calculated on the
basis of the value for the Property owned by TJC set forth on
Exhibit 10.1 hereto) has been or is being paid. In addition,
at or prior to the Closing the Shareholders and Alleghany
shall execute joint returns in respect of the tax imposed by
Article 31, Real Estate Transfer Tax, of the New York Tax Law
(the "Transfer Tax") in respect of the merger of the
Companies into Newco, which returns shall be completed on the
basis of allocating the Consideration to the Properties owned
by the Companies in accordance with the values set forth on
Exhibit 10.1 hereto. At the Closing, the Shareholders shall
deliver evidence reasonably satisfactory to Alleghany that
the amount of Transfer Tax shown on the returns (which amount
shall not be less than an amount calculated on the basis of
the values for the Properties set forth on Exhibit 10.1
hereto) has been or is being paid. If any Gains Tax or
Transfer Tax in respect of the merger of the Companies into
Newco shall be assessed after the Closing, the Shareholders
agree to promptly pay such taxes and any interest, penalties
or other charges with respect thereof. In the event that any
such Gains Tax or Transfer Tax and any interest, penalties or
other charges with respect thereof are assessed against, or
collected from, Alleghany, Newco, the Companies, CT&T or such
other entity to which the shares of capital stock of the
Surviving Corporation may be transferred, exchanged or
contributed (CT&T or such other entity being sometimes
hereinafter referred to as the "Transferee"), the
Shareholders shall promptly reimburse Alleghany, Newco, the
Companies or the Transferee, as the case may be, for the
amounts paid by, or collected from Alleghany, Newco, the
Companies or the Transferee, and if any Shareholder refuses
<PAGE>
or neglects to reimburse Alleghany, Newco, the Companies or
the Transferee, as the case may be, for the amounts paid by,
or collected from Alleghany, Newco, the Companies or the
Transferee, Alleghany shall have the right, in its sole
discretion, to deduct such amount from any of the Alleghany
Shares withheld pursuant to Section 1.3(a) hereof.
10.2. Access to Information and Retention of
--------------------------------------
Records.
-------
(a) Each of the Shareholders and Alleghany will
provide the other, and Alleghany, after the Closing, shall
cause the Surviving Corporation to provide the Shareholders,
at reasonable times and upon reasonable notice, access to,
and a right to copy and use where appropriate, any records or
information (which shall be retained in accordance with the
normal retention policies of such person for similar
information) and personnel which may be relevant for the
taxable period for which the requesting party is charged with
payment responsibility for Taxes under this Agreement in
connection with the preparation of any Tax Returns, any audit
or other examination, the filing of any claim for a refund of
Tax or for the allowance of any Tax credit, or any judicial
or administrative proceedings relating to liability for
Taxes. The party requesting assistance hereunder shall
reimburse the other party for reasonable out-of-pocket
expenses incurred in providing such assistance. Any
information obtained pursuant to this Section 10.2(a) shall
be held in strict confidence and shall be used solely in
connection with the reason for which it was requested.
(b) The Shareholders shall promptly forward to
Alleghany, and Alleghany shall promptly forward to the
Shareholders' Representative, all written notifications and
other written communications received by the Shareholders or
Alleghany, respectively, relating to any liability for Taxes
for a taxable period, including any Straddle Period, for
which the Shareholders or Alleghany, as the case may be, are
or is charged with payment responsibility under this
Agreement.
10.3. Miscellaneous Tax Provisions.
----------------------------
<PAGE>
(a) Notice of Disposed Consideration. If any
--------------------------------
Shareholder disposes of any Alleghany Shares within two years
after the Closing Date, such Shareholder shall promptly
notify Alleghany of such disposition, which notice shall
include the number of Alleghany Shares disposed of and shall
identify the Company to which such Alleghany Shares are
attributable.
(b) Absence of Tax Representations or Agreements.
--------------------------------------------
Except for the representations and warranties of Alleghany
set forth in Section 5.14 hereof, Alleghany makes no
representations or warranties with respect to the income Tax
consequences of the transactions contemplated by this
Agreement or the effect thereon of, or any agreements as to
any restrictions on, any transactions involving the Companies
(or their assets) after the Closing Date. Further, except
for the representations and warranties of Alleghany set forth
in Section 5.14 hereof, nothing contained herein shall be
construed or interpreted to impose any liability or
obligation upon Alleghany, Newco and/or any Transferee for
any Taxes imposed upon any Shareholder by reason of any of
the transactions contemplated by this Agreement.
ARTICLE XI
Indemnity
11.1. By the Shareholders.
-------------------
(a) General. The Shareholders jointly and
-------
severally agree to indemnify Alleghany, Newco and Transferee
and hold them harmless at all times after the date of this
Agreement from and against and in respect of any and all
Liabilities arising out of or due to the breach of any
representation, warranty, agreement or covenant of the
Companies or the Shareholders set forth in this Agreement or
in any of the exhibits or other documents delivered pursuant
hereto (except for any covenants of the Companies or the
Surviving Corporation to be performed after the Closing Date,
including covenants of CDRS or the Surviving Corporation in
the employment agreement described in Section 1.7 hereof to
be performed after the Closing Date), and any and all
actions, suits, proceedings, demands, assessments or
<PAGE>
judgments, and costs and expenses, incident to any of the
foregoing; provided, however, that the indemnification
-------- -------
obligations of the Shareholders with regard to the matters
addressed in Sections 9.4(e)(ii), 11.4(e)(ii) and 11.1(b)
hereof shall be as set forth in Section 9.4(e)(ii),
11.4(e)(ii) and 11.1(b), respectively, and shall be governed
by such provisions and not by this Section 11.1(a).
(b) Employee Benefits. The Shareholders jointly
-----------------
and severally agree to indemnify Alleghany, Newco, Transferee
and the Companies and hold them harmless at all times after
the date of this Agreement from and against and in respect of
any and all Liabilities arising out of or due to (1) any
employee benefit plan (as defined in Section 3(3) of ERISA)
maintained or contributed to at any time by the Companies or
the Shareholders or any affiliated entity under Section
414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA
(including any plan set forth on Exhibit 4.12(g)), other than
any Benefit Plan listed on Exhibit 4.12(a) and (2) any
Benefit Plan listed on Exhibit 4.12(a) for all Liabilities
arising (whether before or after the Closing) by reason of
any action or omission which occurred on or prior to Closing.
The indemnification obligation of the Shareholders to
Alleghany, Newco, Transferee and the Companies pursuant to
this Section 11.1(b) shall be deemed to be a First Dollar
Indemnification obligation (as such term is defined in
Section 11.3(a) hereof).
11.2. By Alleghany and Newco. Alleghany and Newco
----------------------
jointly and severally agree to indemnify the Shareholders and
hold them harmless at all times after the date of this
Agreement from and against and in respect of any and all
Liabilities arising out of or due to the breach of any
representation, warranty, agreement or covenant of Alleghany
or Newco set forth in this Agreement or in any of the
exhibits or other documents delivered pursuant hereto, and
any and all actions, suits, proceedings, demands, assessments
or judgments, and costs and expenses, incident to any of the
foregoing; provided, however, that the indemnification
-------- -------
obligations of Alleghany with regard to the matters addressed
in Sections 9.4(e)(i) and 11.4(e)(i) hereof shall be as set
forth in Section 9.4(e)(i) and 11.4(e)(i), respectively, and
shall be governed by such provisions and not by this Section
11.2.
<PAGE>
11.3. Limits.
------
(a) The obligations of the Shareholders to
indemnify Alleghany, Newco and Transferee under Section
11.1(a) hereof (but not under Sections 9.4(e)(ii),
11.4(e)(ii) and 11.1(b) hereof) shall be limited to aggregate
payments of Alleghany Shares having an aggregate value (based
upon the Current Market Value of Alleghany Shares to be
determined as provided in Section 11.5(d) hereof) of
$6,000,000 (unless, in the case of a Shareholder, such
Shareholder no longer holds a sufficient number of Alleghany
Shares issued as Consideration to make such payment entirely
in Alleghany Shares, in which case the amount payable by such
Shareholder may be paid in cash to the extent not paid in
Alleghany Shares), except for any breach of Section 4.2
hereof, with respect to which the obligation to indemnify
shall not be so limited; provided that the Shareholders shall
have no obligation to indemnify Alleghany, Newco and
Transferee under Section 11.1(a) hereof until such time as
the aggregate amount of the Liabilities claimed by Alleghany,
Newco and Transferee exceeds One Hundred Fifty Thousand
Dollars ($150,000), but then in an amount including such One
Hundred Fifty Thousand Dollars ($150,000) (such arrangement
with regard to the $150,000 indemnification threshold being
herein referred to as "Basket Indemnification"), except that
Alleghany, Newco and Transferee shall be indemnified for any
and all Liabilities resulting from any breach of Section 4.2
hereof, whether or not such Liabilities exceed $150,000 (such
arrangement being herein referred to as "First Dollar
Indemnification").
(b) The obligations of Alleghany and Newco to
indemnify the Shareholders under Section 11.2 hereof (but not
under Sections 9.4(e)(i) and 11.4(e)(i) hereof) shall be
limited to aggregate payments of Alleghany Shares having an
aggregate value (based upon the Current Market Value of
Alleghany Shares to be determined as provided in Section
11.5(d) hereof) of $6,000,000, except for any breach of
Section 5.2(b) and 5.2(c) hereof, with respect to which the
obligation to indemnify shall not be so limited; provided
that Alleghany and Newco shall have no obligation to
indemnify the Shareholders under Section 11.2 hereof until
such time as the aggregate amount of Liabilities claimed by
the Company and the Shareholders exceeds One Hundred Fifty
Thousand Dollars ($150,000), but then in an amount including
such One Hundred Fifty Thousand Dollars ($150,000), except
<PAGE>
that the Shareholders shall be indemnified for any and all
Liabilities resulting from any breach of Section 5.2(b) and
5.2(c) hereof, whether or not such Liabilities exceed
$150,000. Upon any issuance of Alleghany Shares paid to the
Shareholders in satisfaction of indemnification obligations
to the Shareholders pursuant to this Agreement ("Indemnity
Shares"), Alleghany will deliver to the Shareholders'
Representative an opinion of either (x) the General Counsel
of Alleghany, (y) Donovan Leisure Newton & Irvine or (z) such
other counsel as may be reasonably acceptable to the
Shareholders' Representative substantially to the effect set
forth in paragraphs 1 and 2 of Exhibit 7.3 hereto. Any
Indemnity Shares issued by Alleghany hereunder shall bear the
legend set forth in Section 4.21(b) hereof and, in the case
of any Indemnity Shares issued prior to the date of
publication of Alleghany's consolidated financial statements
which include at least thirty days of post-Merger operations,
shall also bear the legend set forth in Section 4.21(c)
hereof.
11.4. Certain Covenants Regarding Indemnity
-------------------------------------
Shares.
------
(a) Registration. In the event of any issuance of
------------
Indemnity Shares to the Shareholders, upon the request of the
Shareholders made within 60 days of the date of issuance of
the Indemnity Shares to the Shareholders, Alleghany shall use
commercially reasonable efforts to effect as promptly as
practicable the registration on Form S-3 and/or qualification
with, or the approval of, any governmental authority under
any federal or state securities laws of all Indemnity Shares
acquired by the Shareholders which Shareholders request in
writing to be included in such registration, as may be
required to permit the sale or other disposition of such
Indemnity Shares by the Shareholders. It is understood and
agreed by the Shareholders that Alleghany may defer such
requested registration for a period of up to 90 days if in
the good faith judgment of Alleghany there is a material
development pending or other circumstance which makes such
delay in registration advisable and, in addition, Alleghany
may defer any such requested registration so that it does not
proceed within 30 days prior to, or within 120 days after,
any registered primary offering of equity securities by
Alleghany itself. Alleghany shall be under no obligation to
effect an underwritten offering of any Indemnity Shares.
<PAGE>
Upon any such registration of Indemnity Shares on Form S-3
being declared effective, Alleghany will deliver to the
Shareholders' Representative an opinion of either (x) the
General Counsel of Alleghany, (y) Donovan Leisure Newton &
Irvine or (z) such other counsel as may be reasonably
acceptable to the Shareholders' Representative substantially
to the effect set forth in Exhibit 9.4(a) hereto. Alleghany
shall not be required to effect more than one registration
pursuant to this Section 11.4(a), except that, in the event
that there shall be a subsequent issuance of Indemnity Shares
having a Current Market Value on the Delivery Date (to be
computed on the basis set forth in Section 11.5(d) hereof) in
excess of $5,000,000, Alleghany shall be required to effect
an additional registration if such registration is requested
by the Shareholders within 60 days of the date of any such
subsequent issuance of Indemnity Shares to the Shareholders.
(b) Effectiveness. Alleghany shall use
-------------
commercially reasonable efforts to keep effective and
maintain any registration, qualification or approval of
Indemnity Shares required pursuant to this Section 11.4, and
from time to time to amend or supplement the prospectus used
in connection therewith to the extent necessary in order to
comply with applicable federal and state securities laws,
until the earlier of the date on which all of the Indemnity
Shares covered by the registration statement have been sold
by the Shareholders or one year after the effectiveness of
such registration statement. Alleghany shall furnish to each
Shareholder such number of copies of such prospectus, as
amended from time to time, and supplements thereto, as such
Shareholder may reasonably request.
(c) Expenses. All expenses incident to the
--------
obligations of Alleghany under Sections 11.4(a) and 11.4(b)
hereof (including, without limitation, registration fees,
printing or document reproduction expenses, and fees and
expenses of its counsel, investment advisors and accountants)
shall be borne by Alleghany, and all other expenses incident
to the disposition by each Shareholder of any Indemnity
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)
shall be borne by such Shareholder.
<PAGE>
(d) Shareholder Agreements. Each Shareholder
----------------------
shall (i) furnish to Alleghany such information as Alleghany
may from time to time reasonably request in connection with
the registration statement and prospectus, any amendment or
supplement thereto or any other filings required by this
Section 11.4; (ii) from and after the date of issuance of any
Indemnity Shares and for so long as the registration,
qualification or approval remains effective, promptly after
the sale or any other disposition by him or her of Indemnity
Shares, give Alleghany written notice of same; (iii) promptly
notify Alleghany of any event regarding such Shareholders
which comes to his or her attention which would necessitate
an amendment or supplement to the registration statement,
prospectus or any of the other filings required by this
Section 11.4; and (iv) suspend sales of Indemnity Shares
under such registration statement promptly upon receipt of
notice from Alleghany that such sales may not be made under
the Securities Act or state securities or "blue sky" laws
until such registration statement and prospectus are amended
or supplemented as necessary.
(e) Indemnification under this Section 11.4.
---------------------------------------
(i) Alleghany agrees to indemnify, to the extent
permitted by law, the Shareholders and hold them
harmless at all times after the date of this Agreement
from and against and in respect of any and all
Liabilities, under the Securities Act, state securities
or "blue sky" laws, common law or otherwise, arising out
of or due to (A) any untrue statement or alleged untrue
statement of a material fact contained in any
registration statement or prospectus relating to the
registration or qualification of the Indemnity Shares,
or (B) any omission or alleged omission to state in such
registration statement or prospectus a material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under
which they were made, not misleading, except insofar as
such Liabilities arise out of or are due to any untrue
statement of a material fact contained in, or omission
of a material fact from, information furnished in
writing to Alleghany by the Shareholders expressly for
use in such registration statement or prospectus. If
the offering pursuant to this Section 11.4 is made
through underwriters, Alleghany agrees to enter into an
underwriting agreement in customary form with such
<PAGE>
underwriters and to indemnify such underwriters to the
same extent as provided above with respect to the
indemnification of the Shareholders.
(ii) The Shareholders jointly and severally agree
to indemnify, to the extent permitted by law, Alleghany,
its directors and officers and each person, if any, who
controls Alleghany within the meaning of Section 15 of
the Securities Act and hold them harmless at all times
after the date of this Agreement from and against and in
respect of any and all Liabilities under the Securities
Act, state securities or "blue sky" laws, common law or
otherwise, arising out of or due to (A) any untrue
statement or alleged untrue statement of a material fact
contained in any registration statement or prospectus
relating to the registration or qualification of the
Indemnity Shares, or (B) any omission or alleged
omission to state in such registration statement or
prospectus a material fact required to be stated therein
or necessary to make the statements therein, in light of
the circumstances under which they were made, not
misleading, but only to the extent that such Liabilities
arise out of or are due to any untrue statement of a
material fact contained in, or omission of a material
fact from, information furnished in writing to Alleghany
by the Shareholders expressly for use in such
registration statement or prospectus.
(iii) The procedures to be followed in connection
with the rights of indemnification provided in this
Section 11.4(e) are set forth in Section 11.5 hereof,
and the indemnification obligations set forth in this
Section 11.4(e) shall be deemed to be First Dollar
Indemnification obligations (as such term is defined in
Section 11.3(a) hereof).
(f) Stock Exchange Listing. Promptly after the
----------------------
date of issuance of any Indemnity Shares to the Shareholders,
Alleghany will cause the Indemnity Shares to be listed on the
New York Stock Exchange (or such other stock exchange on
which shares of common stock of Alleghany may then be
listed).
<PAGE>
11.5. Procedure.
---------
(a) Alleghany, Newco and/or Transferee, on the one
hand, and the Shareholders, on the other hand, each agree to
promptly notify each other if any of them becomes aware of
any Liabilities with respect to which indemnity may be
asserted under Section 9.4 hereof or this Article XI
(hereinafter referred to as a "claim"), provided that failure
to notify the indemnifying party shall not relieve such party
from liability except to the extent such party is prejudiced
thereby. The party entitled to indemnity (the "Indemnitee")
shall permit the party responsible for such indemnity (the
"Indemnitor") to assume the defense of any such claim or any
litigation resulting from such claim; provided, however, that
-------- -------
in the case of any Liabilities involving any employee benefit
plan (as defined in Section 3(3) of ERISA) where in the
reasonable opinion of Alleghany a direct or indirect
consequence of any claim could be to jeopardize the status of
any plan as a "qualified" plan under Section 401(a) of the
Code, then Alleghany shall have the right to assume (at the
expense of the Indemnitor), and control the defense of, any
claim or any litigation as it deems appropriate to preserve
the qualified status of any such plan, except that,
notwithstanding the foregoing, Alleghany shall not have the
right to assume the defense of any claim relating to
termination of the employee benefit plan identified on
Exhibit 4.12(g) hereto.
(b) If the Indemnitor assumes the defense of any
such claim or litigation resulting therefrom, the Indemnitee
may participate, at its expense, in the defense of such claim
or litigation provided that the Indemnitor shall direct and
control the defense of such claim or litigation. Except with
the written consent of Indemnitee, which consent shall not be
unreasonably withheld, the Indemnitor shall not, in the
defense of such claim or any litigation resulting therefrom,
consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the
giving by the claimant or the plaintiff to the Indemnitee of
a release from all liability in respect of such claim or
litigation.
(c) If the Indemnitor shall not assume the defense
of any such claim or litigation resulting therefrom, the
Indemnitee may defend against such claim or litigation in
such manner as it may deem appropriate. The Indemnitee shall
<PAGE>
not enter into any settlement of such claim or litigation
without the written consent of the Indemnitor, which consent
shall not be unreasonably withheld. The Indemnitor shall
promptly reimburse the Indemnitee from time to time for any
and all amounts paid for or incurred by the Indemnitee and
for which the Indemnitor is obligated pursuant to Section 9.4
hereof or this Article XI, upon submission by the Indemnitee
of a statement reflecting the basis upon which such
indemnification is sought and the computation of such
amounts.
(d) In the event that either (x) Alleghany is
required to deliver Indemnity Shares to the Shareholders or
(y) the Shareholders are required to deliver Alleghany Shares
to Alleghany, Newco, the Companies or Transferee pursuant to
any of the indemnification obligations provided for in this
Agreement, the number of Indemnity Shares to be delivered by
Alleghany or the number of Alleghany Shares to be delivered
by the Shareholders, as the case may be, shall be computed as
follows:
(i) The amount of the indemnification payment in
dollars shall be divided by the average market price of
Alleghany Shares (the "Current Market Value") on the
date of delivery of the Indemnity Shares or Alleghany
Shares, as the case may be (the "Delivery Date").
(ii) The Current Market Value shall be determined
by (x) averaging the high and low per share sale prices
(as reported in The Wall Street Journal for New York
-----------------------
Stock Exchange Composite Transactions) for each business
day on which there were any trades in Alleghany Shares
during the 15 business day period ending on the business
day immediately preceding the Delivery Date, (y) adding
such daily averages together, and (z) dividing the sum
by 15 (reduced by the number of such business days
during which there were no trades in Alleghany Shares).
11.6. Shareholders' Representative.
----------------------------
(a) The parties agree that Donald R. Juhl shall
act as the representative of the Shareholders (the
"Shareholders' Representative") for the purpose of the Escrow
Agreement and for purposes of settling on behalf of the
Shareholders claims made by the Shareholders under Sections
9.4(e)(i), 11.4(e)(i) or 11.2 hereof, and representing the
<PAGE>
Shareholders in any indemnification proceedings by Alleghany,
Newco or Transferee under Sections 9.4(e)(ii), 11.4(e)(ii)
and 11.1 hereof, in each case pursuant to the procedures set
forth in Section 11.5 hereof.
(b) The Shareholders shall be bound by any and all
actions taken by the Shareholders' Representative on their
behalf.
(c) Alleghany, Newco, Transferee and the escrow
agent under the Escrow Agreement shall be entitled to rely
upon any communication or writings given or executed by the
Shareholders' Representative. All notices to be sent to the
Shareholders pursuant to the indemnification provisions
hereof or the Escrow Agreement may be addressed to the
Shareholders' Representative and any notice so sent shall be
deemed notice to all of the Shareholders hereunder. The
Shareholders hereby consent and agree that the Shareholders'
Representative is authorized to accept notice on behalf of
the Shareholders pursuant hereto.
(d) If for any reason Donald R. Juhl shall cease
to act as the Shareholders' Representative hereunder, the
parties agree that, upon written notice to Alleghany, Donald
M. Juhl shall act as the Shareholders' Representative; and,
if for any reason Donald M. Juhl shall cease to act as the
Shareholders' Representative hereunder, the parties agree
that, upon written notice to Alleghany, Karen E. Jankowski
shall act as the Shareholders' Representative. The
Shareholders agree that the Shareholders' Representative
hereunder shall at all times be the same individual appointed
to act as the Shareholders' Representative pursuant to the
Escrow Agreement.
(e) The Shareholders' Representative is hereby
appointed and constituted the true and lawful attorney-in-
fact of each Shareholder, with full power in his or her name
and on his or her behalf:
(i) To act on such Shareholders' behalf according
to the terms of this Agreement and the Escrow Agreement,
including, without limitation, the power to act on their
behalf in connection with any matter as to which the
Shareholders are an "Indemnitor" or "Indemnitee" under
this Article XI or under Section 9.4 hereof, all in the
absolute discretion of the Shareholders' Representative;
and
<PAGE>
(ii) In general to do all things and to perform all
acts including, without limitation, executing and
delivering all agreements, certificates, receipts,
instructions and other instruments contemplated by or
deemed advisable in connection with this Agreement and
the Escrow Agreement.
This power of attorney and all authority hereby
conferred is granted subject to the interest of the other
Shareholders hereunder and in consideration of the mutual
covenants and agreements made herein, and shall be
irrevocable and shall not be terminated by any act of any
Shareholder, by operation of law, whether by the death or
incapacity of any Shareholder, or by the occurrence of any
other event. Each Shareholder shall jointly and severally
hold the Shareholders' Representative free and harmless from
any and all loss, damage or liability which he may sustain as
a result of any action taken in good faith hereunder.
(f) The Shareholders' Representative shall not be
liable to the Shareholders for any action taken or omitted to
be taken by him except in the case of willful misconduct.
Each Shareholder agrees to pay his pro rata portion (based
upon his or her proportionate share of the Alleghany Shares
issued pursuant to this Agreement) of all costs and expenses
reasonably incurred by the Shareholders' Representative
arising out of or in connection with the administration of
his duties as Shareholders' Representative, including but not
limited to reasonable legal fees and other costs and expenses
of defending or preparing to defend against any claim or
liability hereunder.
ARTICLE XII
Miscellaneous Provisions
12.1. Termination. At any time prior to the
-----------
Closing Date, this Agreement may be terminated:
(a) by mutual written consent of Alleghany, Newco,
the Companies and the Shareholders;
(b) by Alleghany and Newco at any time after 5:00
p.m. on September 5, 1995 (or such later date as shall
have been agreed to in writing by Alleghany and the
Shareholders) if any of the conditions set forth in
<PAGE>
Article VI hereof have not been met or waived in writing
by Alleghany and Newco; or
(c) by the Companies and the Shareholders at any
time after 5:00 p.m. on September 5, 1995 (or such later
date as shall have been agreed to in writing by
Alleghany and the Shareholders) if any of the conditions
set forth in Article VII hereof have not been met or
waived in writing by the Companies and the Shareholders.
In the event of any termination pursuant to this Section
12.1, the parties hereto shall be released from all
liabilities and obligations arising under this Agreement with
respect to matters contemplated by this Agreement other than
for damages to the extent arising from a prior breach of this
Agreement.
12.2. Expenses. Whether or not the Closing takes
--------
place and regardless of whether this Agreement is terminated,
each party hereto shall pay all of the costs and expenses
incurred by it in connection with this Agreement or in
consummating the transactions contemplated hereby (including,
without limitation, disbursements and expenses of its
attorneys, accountants and advisers).
12.3. Notices. All notices or other
-------
communications required or permitted under this Agreement
shall be in writing, effective upon receipt thereof and
sufficient if delivered personally, by private courier or
fax, or sent by registered or certified mail, postage
prepaid, addressed as follows:
If to Alleghany or Newco, to
Alleghany Corporation
Park Avenue Plaza
55 East 52nd Street
33rd Floor
New York, New York 10055
Telecopy: (212) 759-8149
Attention: Robert M. Hart, Esq.
<PAGE>
with a copy to
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
Telecopy: (212) 632-3315
Attention: Linda E. Ransom, Esq.
If to the Companies, to
Credit Data Reporting Services, Inc.
918 Ulster Avenue
Kingston, New York 12401
Telecopy: (914) 339-4053
Attention: Mr. Donald R. Juhl
If to any of the Shareholders, to the Shareholders'
Representative at
Credit Data Reporting Services, Inc.
918 Ulster Avenue
Kingston, New York 12401
Telecopy: (914) 339-4053
Attention: Mr. Donald R. Juhl
with copies to
Hughes Hubbard & Reed
One Battery Park Plaza
New York, New York 10004
Telecopy: (212) 422-4726
Attention: Edward S. Davis, Esq.
McCabe & Mack
Post Office Box 509
63 Washington Street
Poughkeepsie, New York 12602
Telecopy: (914) 485-6971
Attention: J. Joseph McGowan, Esq.
Any party may change the person and address to
which notices or other communications are to be sent to it by
<PAGE>
giving written notice of any such change in the manner
provided herein.
12.4. Entire Agreement; Amendment. This
---------------------------
Agreement, together with the exhibits and other documents
delivered pursuant hereto, sets forth the entire agreement
and understanding of the parties hereto in respect of the
transactions contemplated hereby, and supersedes all prior
agreements, arrangements and understandings relating to the
subject matter hereof. No party hereto has relied upon any
oral or written statement, representation, warranty,
covenant, condition, understanding or agreement made by any
other party or any representative, agent or employee thereof,
except for those expressly set forth in this Agreement or in
the exhibits delivered pursuant hereto. This Agreement may
be amended, modified, superseded or supplemented only by an
instrument in writing executed and delivered by Alleghany,
Newco, the Shareholders and the Companies.
12.5. Assignment. This Agreement shall inure to
----------
the benefit of, and be binding upon, the respective
successors, heirs, executors, administrators, legal
representatives and permitted assigns of the parties hereto;
provided, however, that no assignment of any rights or
-------- -------
delegation of any obligations provided for herein shall be
made by any party hereto without the express prior written
consent of each other party, which consent shall not be
unreasonably withheld.
12.6. Survival of Representations, Warranties and
-------------------------------------------
Covenants. All representations, warranties and covenants of
---------
the parties hereto which are contained in this Agreement,
together with the exhibits and other documents delivered
pursuant hereto, shall survive the Closing and remain
operative and in full force and effect, regardless of any
investigation heretofore or hereafter made by or on behalf of
any of the parties hereto; provided, however, that the
-------- -------
obligations of the parties for any breach of any
representation, warranty, indemnity obligation or covenant
made by them herein or therein shall survive the Closing Date
only until the first anniversary of the Closing Date, and no
claim thereon may first be asserted after that time, except
<PAGE>
that the representations, warranties, indemnity obligations
and covenants set forth in (a) Sections 4.5, 4.6, 4.7, 4.8,
4.9 and 4.11 (other than Section 4.11(c)) shall survive the
Closing only until twenty business days after the completion
of the first audit of the financial statements of Alleghany
which include the operations of the Companies (if the matter
for which indemnity is sought is resolvable by audit) or the
first anniversary of the Closing Date (if the matter is not
so resolvable); (b) Sections 4.2, 4.11(c), 4.12, 5.2(b),
5.2(c), 8.5, 9.4 and Article XI hereof shall survive the
Closing forever; (c) Section 4.10 shall survive the Closing
until the expiration of the statute of limitations applicable
to the Taxes in respect of which such representation or
warranty is made, plus sixty (60) days, (d) the provisions of
Section 5.14 shall survive the Closing until the expiration
of the statutes of limitations applicable to Taxes which may
be imposed on the Shareholders as a result of the Merger
failing to qualify as a reorganization within the meaning of
Section 368(a)(1)(A) and 368(a)(2)(D) of the Code, plus sixty
(60) days and (e) the provisions of Article X shall survive
the Closing until the expiration of the statutes of
limitations applicable to the matters addressed in Article X,
plus sixty (60) days.
12.7. Governing Law. This Agreement shall be
-------------
governed by, and construed in accordance with, the laws of
the State of New York applicable to agreements made and to be
performed entirely within such State, except for matters
relating to the validity of corporate action, which shall be
governed by the laws of the jurisdiction of incorporation or
organization of the relevant corporation.
12.8. Counterparts. This Agreement may be
------------
executed in any number of separate counterparts, each of
which shall be deemed to be an original, but which together
shall constitute one and the same instrument.
12.9. Headings. The section headings contained in
--------
this Agreement are inserted for convenience of reference only
and shall not affect the meaning or interpretation of this
Agreement.
12.10. Severability. In the event that any
------------
provision hereof is prohibited or unenforceable in any
<PAGE>
jurisdiction, such provision shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability
of such provision in any other jurisdiction.
12.11. Public Announcement. As soon as
-------------------
practicable after the execution of this Agreement, a joint
press release substantially in the form of Exhibit 12.11
hereto shall be issued by Alleghany and the Companies. No
other publicity regarding the transactions contemplated by
this Agreement shall be made without the prior written
approval of each of the Companies and Alleghany, except as
may be required by applicable law upon the advice of counsel.
12.12. Access to the Companies' Records. After
--------------------------------
the Closing and until the fifth anniversary of the Closing
Date, Alleghany shall cause the Surviving Corporation to
furnish to each of the Shareholders, upon reasonable notice
and during normal business hours, the right to inspect and,
at the expense of the Shareholders, to make copies of the
records of the Companies which in the reasonable judgment of
such Shareholder may be relevant to a pending lawsuit or
arbitration proceeding in which such Shareholder is named as
a defendant, provided, however, that such right to inspect
-------- -------
shall not extend to any records that in the reasonable
judgment of an officer of Alleghany authorized to practice
law in the State of New York might be subject to a privilege
that would permit the Surviving Corporation not to disclose
such records to third parties. The Shareholders shall hold
in confidence, in the same manner that they preserve their
own confidential information, information of a confidential
or proprietary nature which is inspected pursuant to this
Section 12.12 and is not otherwise publicly available or
ascertainable. The records of the Surviving Corporation
shall be maintained at the headquarters of the Surviving
Corporation and retained in accordance with the normal
retention policies of the Surviving Corporation for such
records.
<PAGE>
IN WITNESS WHEREOF, each party hereto has duly
executed this Agreement, or has caused this Agreement to be
duly executed, as of the date first above written.
CREDIT DATA REPORTING SERVICES,
Attest: INC.
/s/ Donald R. Juhl By /s/ Donald M. Juhl
-------------------------- -------------------------------
Name: Donald M. Juhl
Title: President
CREDIT DATA OF HUDSON VALLEY
Attest: INC.
/s/ Donald R. Juhl By /s/ Karen Jankowski
-------------------------- -------------------------------
Name: Karen Jankowski
Title: Vice President
THE JUHL CORPORATION
Attest:
/s/ Donald R. Juhl By /s/ Karen Jankowski
-------------------------- -------------------------------
Name: Karen Jankowski
Title: President
ALLEGHANY ACQUISITION CORPORATION
Attest:
/s/ Frank R. Adams By /s/ David B. Cuming
-------------------------- -------------------------------
Name: David B. Cuming
Title: President and Treasurer
ALLEGHANY CORPORATION
Attest:
/s/ Frank R. Adams By /s/ David B. Cuming
-------------------------- -------------------------------
Name: David B. Cuming
Title: Senior Vice President
<PAGE>
Witnesses: SHAREHOLDERS
/s/ J. Joseph McGowan /s/ Donald R. Juhl
-------------------------- ---------------------------------
Donald R. Juhl
/s/ Donald M. Juhl /s/ Margaret E. Juhl
-------------------------- ---------------------------------
Margaret E. Juhl
/s/ J. Joseph McGowan /s/ Donald M. Juhl
-------------------------- ---------------------------------
Donald M. Juhl
/s/ J. Joseph McGowan /s/ Karen E. Jankowski
-------------------------- ---------------------------------
Karen E. Jankowski
/s/ J. Joseph McGowan /s/ Suzanne M. Juhl-Pulver
-------------------------- ---------------------------------
Suzanne M. Juhl-Pulver
<PAGE>
List of Exhibits
----------------
Exhibit Number Description
-------------- -----------
1.3(a) Form of Escrow Agreement
1.3(e) Requirements
1.6 Form of New York Certificate of
Merger
1.7 Form of Employment Agreement
4.1 Corporate Organization and
Qualification
4.2 Share Ownership
4.3 Company Approvals
4.5(a) Financial Statements of the
Companies as at December 31, 1994
4.5(b) Financial Statements of the
Companies as at March 31, 1995
4.10(c) Tax Returns
4.10(d) Certain Tax Matters
4.11(A) Credit Reporting and Debt
Collection Agreements
4.11(b) Other Agreements
4.11(c)(i) Leased Real Property
4.11(c)(ii) Real Property
4.11(d) Intangible Property
4.11(e)(i) Intellectual Property Relating to
the M-Cubed System
4.11(e)(ii) Other Intellectual Property
4.11(f) Investment Securities
4.11(g) Other Assets
4.11(h) Title to Assets
4.12(a) Benefit Plans
4.12(g) Terminated Benefit Plans
4.13 Interests of Officers, Directors
and Shareholders
4.14 Employees
4.15 Banks
4.16 Insurance Policies
4.22 Pooling Conditions
5.3 Alleghany Approvals
6.3(a) Form of Opinion of Hughes Hubbard &
Reed, Counsel for the Companies
and the Shareholders
<PAGE>
6.3(b) Form of Opinion of McCabe & Mack,
Counsel for the Companies and the
Shareholders
6.8 Form of Shareholder Release
of Benefits
6.9 Form of IBM Assignment
6.10 Form of IBM Settlement Agreement
7.3 Form of Opinion of Donovan Leisure
Newton & Irvine, Counsel for
Alleghany and Newco
8.4 Pooling Covenants
8.5 Counties in which the Shareholders
Agree Not to Compete
9.4(a) Form of Legal Opinion to be
Delivered Upon Effectiveness of
Registration Statement
10.1 Value of Properties
12.11 Form of Joint Press Release at
Execution of the Agreement
EXHIBIT 2.2
List of Exhibits
----------------
Exhibit Number Description
-------------- -----------
1.3(a) Form of Escrow Agreement
1.3(e) Requirements
1.6 Form of New York Certificate of
Merger
1.7 Form of Employment Agreement
4.1 Corporate Organization and
Qualification
4.2 Share Ownership
4.3 Company Approvals
4.5(a) Financial Statements of the
Companies as at December 31, 1994
4.5(b) Financial Statements of the
Companies as at March 31, 1995
4.10(c) Tax Returns
4.10(d) Certain Tax Matters
4.11(A) Credit Reporting and Debt
Collection Agreements
4.11(b) Other Agreements
4.11(c)(i) Leased Real Property
4.11(c)(ii) Real Property
4.11(d) Intangible Property
4.11(e)(i) Intellectual Property Relating to
the M-Cubed System
4.11(e)(ii) Other Intellectual Property
4.11(f) Investment Securities
4.11(g) Other Assets
4.11(h) Title to Assets
4.12(a) Benefit Plans
4.12(g) Terminated Benefit Plans
4.13 Interests of Officers, Directors
and Shareholders
4.14 Employees
4.15 Banks
4.16 Insurance Policies
4.22 Pooling Conditions
5.3 Alleghany Approvals
6.3(a) Form of Opinion of Hughes Hubbard &
Reed, Counsel for the Companies
and the Shareholders
6.3(b) Form of Opinion of McCabe & Mack,
Counsel for the Companies and the
Shareholders
6.8 Form of Shareholder Release
of Benefits
6.9 Form of IBM Assignment
6.10 Form of IBM Settlement Agreement
<PAGE>
7.3 Form of Opinion of Donovan Leisure
Newton & Irvine, Counsel for
Alleghany and Newco
8.4 Pooling Covenants
8.5 Counties in which the Shareholders
Agree Not to Compete
9.4(a) Form of Legal Opinion to be
Delivered Upon Effectiveness of
Registration Statement
10.1 Value of Properties
12.11 Form of Joint Press Release at
Execution of the Agreement
EXHIBIT 5
Law Offices of
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
September 8, 1995
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 8, 1995
--------------------------------------
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 78,972 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 8, 1995 (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
<PAGE>
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
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alleghany Corporation:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus. 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.
/s/ KPMG Peat Marwick LLP
New York, New York
September 8, 1995
Exhibit 24
----------
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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ Dan R. Carmichael
----------------------------
Dan R. Carmichael
<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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ Allan P. Kirby, Jr.
----------------------------
Allan P. Kirby, Jr.
<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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ F.M. Kirby
----------------------------
F.M. Kirby
<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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ William K. Lavin
----------------------------
William K. Lavin
<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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ John E. Tobin
----------------------------
John E. Tobin
<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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ James F. Will
----------------------------
James F. Will
<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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ Paul F. Woodberry
----------------------------
Paul F. Woodberry
<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 the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Shares") required to be issued to
the shareholders of Credit Data Reporting Services, Inc., a
New York corporation ("CDRS"), Credit Data of Hudson Valley
Inc., a New York corporation ("CDHV") and The Juhl
Corporation, a New York corporation ("TJC"), pursuant to the
Agreement and Plan of Merger to be executed by CDRS, CDHV,
TJC, Alleghany Acquisition Corporation, a New York
corporation, Alleghany Corporation, and each of the
shareholders of CDRS, CDHV and TJC, including specifically,
but without limitation thereof, power and authority to sign
his name as a director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
said Shares 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 18th day of July, 1995.
/s/ S. Arnold Zimmerman
----------------------------
S. Arnold Zimmerman
