<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED SEPTEMBER 30, 1995
COMMISSION FILE NUMBER 1-9371
ALLEGHANY CORPORATION
---------------------
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
DELAWARE
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STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
51-0283071
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INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
PARK AVENUE PLAZA, NEW YORK, NEW YORK 10055
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE
212/752-1356
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
NOT APPLICABLE
--------------
FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASS OF
COMMON STOCK, AS OF THE CLOSE OF THE PERIOD COVERED BY THIS REPORT:
7,110,396
(AS OF SEPTEMBER 30, 1995)
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1994
(dollars in thousands, except shares and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
1995 1994
--------------------
<S> <C> <C>
Revenues
Title premiums, escrow and trust fees $288,893 $308,674
Net reinsurance premiums earned 68,409 48,061
Interest, dividend and other income 43,782 39,705
Net mineral and filtration sales 44,560 40,533
Net gain on investment transactions 2,246 10,669
--------------------
Total revenues 447,890 447,642
Costs and expenses
Salaries, commissions and other employee benefits 216,409 235,574
Administrative, selling and other operating expenses 87,482 89,584
Provisions for title losses and other claims 22,727 24,361
Property and casualty losses and loss adjustment
expenses 48,782 37,306
Cost of mineral and filtration sales 27,959 20,830
Interest expense 11,006 7,888
Corporate administration 3,901 4,395
--------------------
Total costs and expenses 418,266 419,938
Earnings from continuing operations, before income
taxes 29,624 27,704
Income taxes 6,207 6,509
--------------------
Net earnings from continuing operations 23,417 21,195
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Discontinued operations:
Earning from discontinued operations, net of tax 0 1,040
Benefit of excess of tax basis over book 0 0
--------------------
Net earnings $23,417 $22,235
====================
Earnings per share of common stock
Operations $3.31 $2.98
Discontinued operations 0.00 0.16
Benefit of excess of tax basis over book 0.00 0.00
--------------------
Total earnings per share $3.31 $3.14
====================
Dividends per share of common stock * *
====================
Average number of outstanding shares of common stock** 7,078,391 7,082,423
====================
</TABLE>
* In March 1995 and 1994, Alleghany declared a dividend consisting of
one share of Alleghany common stock for every fifty shares
outstanding.
** Adjusted to reflect common stock dividends declared in March 1995 and
1994.
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<PAGE>
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1994
(dollars in thousands, except shares and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
1995 1994
---------------------
<S> <C> <C>
Revenues
Title premiums, escrow and trust fees $790,673 $1,000,206
Net reinsurance premiums earned 205,505 144,596
Interest, dividend and other income 132,696 115,746
Net mineral and filtration sales 131,242 118,059
Net gain on investment transactions 2 17,188
---------------------
Total revenues 1,260,118 1,395,795
Costs and expenses
Salaries, commissions and other employee benefits 619,926 757,706
Administrative, selling and other operating expenses 254,574 259,987
Provisions for title losses and other claims 61,373 75,273
Property and casualty losses and loss adjustment
expenses 148,809 117,088
Cost of mineral and filtration sales 85,189 75,253
Interest expense 25,067 21,811
Corporate administration 10,516 14,809
---------------------
Total costs and expenses 1,205,454 1,321,927
Earnings from continuing operations, before
income taxes 54,664 73,868
Income taxes 13,265 19,354
---------------------
Net earnings from continuing operations 41,399 54,514
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Discontinued operations:
Earning from discontinued operations, net of tax 0 6,265
Benefit of excess of tax basis over book 0 16,800
---------------------
Net earnings $41,399 $77,579
=====================
Earnings per share of common stock
Operations $5.86 $7.69
Discontinued operations 0.00 0.88
Benefit of excess of tax basis over book 0.00 2.37
---------------------
Total earnings per share $5.86 $10.94
=====================
Dividends per share of common stock * *
=====================
Average number of outstanding shares of common stock** 7,059,968 7,101,435
=====================
</TABLE>
* In March 1995 and 1994, Alleghany declared a dividend consisting of one
share of Alleghany common stock for every fifty shares outstanding.
** Adjusted to reflect common stock dividends declared in March 1995 and
1994.
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<PAGE>
<PAGE>
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31, 1994
(dollars in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
September 30,
1995 December 31,
(Unaudited) 1994
----------------------------
<S> <C> <C>
Assets
Investments:
Fixed maturities:
Available for sale:
U.S. Government, government agency
and municipal obligations (amortized cost $1,057,687) $1,058,895 $1,006,421
Certificates of deposit and
commercial paper (amortized cost 88,471) 88,471 107,082
Bonds, notes and other (amortized cost 463,025) 460,627 465,011
Equity securities (cost 328,312) 659,104 357,220
----------------------------
2,267,097 1,935,734
Cash 200,442 107,942
Notes receivable 91,536 91,536
Funds held, accounts and other receivables 289,705 211,451
Title records and indexes 156,535 156,293
Property and equipment - at cost, less
accumulated depreciation and amortization 240,048 202,918
Reinsurance receivable 410,307 422,683
Other assets 373,643 459,334
----------------------------
$4,029,313 $3,587,891
============================
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Liabilities and Common Stockholders' Equity
Title losses and other claims $531,104 $537,073
Property and casualty losses and
loss adjustment expenses 990,066 940,527
Other liabilities 500,921 436,180
Long-term debt of parent company 63,323 59,600
Long-term debt of subsidiaries 321,871 275,473
Trust and escrow deposits secured by pledged assets 360,629 317,845
----------------------------
Total liabilities 2,767,914 2,566,698
Common stockholders' equity 1,261,399 1,021,193
----------------------------
$4,029,313 $3,587,891
============================
Shares of common stock outstanding 7,110,396 7,044,407 *
============================
Common stockholders' equity per share $177.41 $144.97 *
============================
</TABLE>
* Adjusted to reflect the common stock dividend declared in March 1995.
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<PAGE>
<PAGE>
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1995 AND 1994
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
1995 1994*
---------------------
<S> <C> <C>
Cash flows from operating activities:
Earnings from continuing operations $41,399 $54,514
Adjustments to reconcile earnings from continuing
operations to cash provided by continuing operations:
Depreciation and amortization 32,317 32,831
Net gain on investment transactions (2) (17,188)
Other charges to continuing operations, net (1,460) 11,249
Increase in funds held, accounts and other
receivables (78,254) (115,077)
Decrease (increase) in reinsurance receivable 12,376 (61,955)
Decrease (increase) in title losses and other claims (5,969) 6,039
Increase in property and casualty loss and
loss adjustment expenses 49,539 64,154
Decrease in other assets 72,202 7,974
Decrease in other liabilities (50,619) (1,341)
Increase (decrease) in trust and escrow deposits 42,784 (29,600)
---------------------
Net adjustments 72,914 (102,914)
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Cash provided by (used in) continuing
operations 114,313 (48,400)
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Cash provided by discontinued operations 0 5,502
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Cash provided by (used in) operations 114,313 (42,898)
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Cash flows from investing activities:
Purchase of investments (487,472) (710,634)
Maturities of investments 248,227 504,065
Sales of investments 218,361 166,180
Purchases of property and equipment (50,233) (19,619)
Disposition of property and equipment 5,100 3,956
Net assets acquired in pooling 0 1,900
Net purchases of title records and indexes (242) (327)
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Net cash used in investing activities (66,259) (54,479)
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Cash flows from financing activities:
Principal payments on long-term debt (22,359) (23,163)
Proceeds of long-term debt 69,010 140,083
Purchase of treasury shares (4,308) (5,101)
Common stock distributions 2,103 (75)
---------------------
Net cash provided by financing activities 44,446 111,744
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Net increase in cash 92,500 14,367
Cash at beginning of period 107,942 109,166
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Cash at end of period $200,442 $123,533
=====================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $19,735 $18,982
Income taxes $5,936 $23,490
</TABLE>
* Restated to reflect discontinued operations.
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<PAGE>
Notes to Consolidated Financial Statements
This report should be read in conjunction with the
Annual Report on Form 10-K for the year ended December 31, 1994,
and the Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 of Alleghany Corporation (the
"Company").
The information included in this report is unaudited but
reflects all adjustments which, in the opinion of management, are
necessary to a fair statement of the results of the interim
periods covered thereby. All adjustments are of a normal and
recurring nature except as described herein.
Contingencies
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The Company's subsidiaries and division are parties to
pending claims and litigation in the ordinary course of their
businesses. Each such operating unit makes provisions on its
books in accordance with generally accepted accounting principles
for estimated losses to be incurred as a result of such claims and
litigation, including related legal costs. In the opinion of
management, such provisions are adequate as of September 30, 1995.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
---------------------------------------------
The Company reported net earnings of $23.4 million in
the third quarter of 1995 compared with $22.2 million in the third
quarter of 1994, and $41.4 million in the first nine months of
1995 compared with $77.6 million in the first nine months of 1994.
Continuing operations contributed net earnings of $23.4
million on revenues of $447.9 million in the 1995 third quarter,
compared with $21.2 million on revenues of $447.6 million in the
1994 third quarter. Discontinued operations, consisting of the
Company's retail banking subsidiary, Sacramento Savings Bank,
which was sold in the fourth quarter of 1994, contributed net
earnings of $1.0 million in the 1994 third quarter.
Net earnings from continuing operations were $41.4
million on revenues of $1,260.1 million in the first nine months
of 1995 compared with $54.5 million on revenues of $1,395.8
million in the first nine months of 1994. Discontinued operations
contributed net earnings of $23.1 million in the first nine months
of 1994, of which $16.8 million represented a tax credit related
to the then impending sale of Sacramento Savings Bank.
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Net gains on investment transactions after taxes in the
first nine months of 1995 totalled $1.0 thousand, compared with
net gains of $11.2 million in the first nine months of 1994. The
gains in the 1994 period principally resulted from the sale of
shares of Santa Fe Pacific Gold Corporation which were received as
a distribution on the outstanding shares of common stock of Santa
Fe Pacific Corporation beneficially owned by the Company.
Chicago Title and Trust Company ("CT&T") contributed
pre-tax earnings of $23.4 million on revenues of $306.4 million in
the 1995 third quarter, compared with $13.0 million on revenues of
$321.9 million in the third quarter of 1994. In the first nine
months of 1995, CT&T contributed pre-tax earnings of $23.9 million
on revenues of $835.8 million, compared with $49.5 million on
revenues of $1,037.2 million in the first nine months of 1994.
CT&T's results in the third quarter of 1995 reflect
continued improved conditions in real estate markets over
conditions prevailing in the first half of 1995 and the results of
its continuing efforts to reduce expenses. Real estate markets
were materially depressed by sharp increases in interest rates
that began in February 1994 and continued into early 1995. In the
1994 third quarter, CT&T's results were affected by the virtual
disappearance of refinancings from the residential real estate
market.
Although real estate markets in general have shown
improvement in the 1995 third quarter and in some markets were at
high levels of activity, CT&T has continued its efforts to reduce
expenses. The immediate benefits of such expense reductions were
somewhat offset in the 1995 third quarter by severance benefits
paid to terminated employees of $1.4 million. In addition, gross
fees from agency operations were about 46 percent of gross total
title fees for the third quarter of 1995, compared with about 53
percent of gross total title fees for the third quarter of 1994.
Agency revenues are recognized by CT&T when reported by the agent
and typically lag two or three months from the time realized by
the agent. Thus CT&T expects to recognize increased agency
revenues in the fourth quarter reflecting the improved conditions
prevailing in the third quarter of 1995.
CT&T's results also reflect the contribution of CT&T's
Financial Services Group. The Financial Services Group
contributed pre-tax operating income to CT&T of about $3.1 million
in the 1995 third quarter, an increase of about 41 percent over
the 1994 third quarter contribution of $2.2 million, and $8.5
million in the first nine months of 1995, an increase of about 42
percent over the contribution in the first nine months of 1994 of
$6.0 million. The improved results of CT&T's Financial Services
Group are primarily due to the inclusion of earnings of Montag &
Caldwell which was acquired by CT&T in July 1994. As of September
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<PAGE>
30, 1995, the Financial Services Group managed $9.3 billion in
assets.
Underwriters Reinsurance Company ("Underwriters")
contributed pre-tax earnings of $6.5 million on revenues of $81.6
million in the third quarter of 1995, compared with $1.9 million
on revenues of $56.5 million in the third quarter of 1994, and
$20.7 million on revenues of $238.8 million in the first nine
months of 1995, compared with $2.9 million on revenues of $169.4
million in the first nine months of 1994.
Underwriters' results in 1995 reflect increased business
and an absence of significant catastrophe losses. Underwriters is
still assessing the effects of Hurricane Opal, but does not
anticipate significant losses at this time. Underwriters recorded
net reinsurance premiums earned of $205.5 million in the first
nine months of 1995, compared with $144.6 million in the first
nine months of 1994. Underwriters believes that the increase in
premiums earned is at least partly attributable to the increase in
its surplus level, which enabled it to attract more desirable
reinsurance opportunities. The 1994 nine-month results reflected
a pre-tax charge of about $5 million for estimated losses
associated with the earthquake in Los Angeles, California in
January 1994. In addition, Underwriters recorded net pre-tax
losses of $3.1 million in the first nine months of 1995, compared
with net pre-tax losses of $5.5 million in the first nine months
of 1994, on sales of fixed-maturity investments. Most of these
losses were due to restructurings by Underwriters of portions of
its bond portfolio.
World Minerals Inc. ("World Minerals") contributed pre-
tax earnings of $7.0 million on revenues of $44.5 million in the
1995 third quarter, compared with $5.0 million on revenues of
$40.5 million in the third quarter of 1994. In the first nine
months of 1995, World Minerals contributed pre-tax earnings of
$18.9 million on revenues of $131.8 million, compared with $13.0
million on revenues of $118.4 million in the first nine months of
1994.
World Minerals' improved results in 1995 reflect strong
economic activity in markets served by World Minerals and also the
benefits of price increases, strategic acquisitions and capital
spending, in addition to ongoing management attention to improving
production efficiency, customer service and cost reductions.
Pre-tax interest for the 1995 third quarter included a
$3.7 million non-cash charge in respect of the Company's 6-1/2%
Subordinated Exchangeable Debentures due 2014 (the "Debentures").
The $59.6 million aggregate principal amount of Debentures were
exchangeable into approximately 1,363,845 shares of common stock
of American Express Company ("American Express") and cash of about
$2.8 million representing the distribution of Lehman Brothers
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<PAGE>
stock by American Express in 1994 (collectively, the "Exchange
Consideration"). The $3.7 million charge represented the excess
of the market value of the Exchange Consideration over the
aggregate principal amount of the Debentures at the end of the
1995 third quarter. While this interest expense was recorded in
the income statement, in accordance with applicable accounting
rules, the related appreciation of the American Express stock was
reflected in stockholders' equity and, thus, did not serve to
offset the expense included in the income statement. On October
6, 1995, the Company called the Debentures for redemption. On
November 6, 1995, the Debentures were redeemed and holders who had
not exchanged their Debentures became entitled to receive the
principal amount of their Debentures plus accrued interest and a
redemption premium of 2.6%. The Company expects to record a net
gain after taxes in the fourth quarter of 1995 of about $25
million in connection with such redemption and disposition of the
related shares of American Express common stock.
The Company's tax provision in the third quarter
reflects a tax benefit of $2.8 million representing recognition by
Underwriters of a tax reserve which became unnecessary in the
third quarter.
On September 22, 1995, Santa Fe Pacific Corporation and
Burlington Northern Inc. merged under a new holding company named
Burlington Northern Santa Fe Corporation ("BNSF"). As a result
of the merger, 18.06 million shares of Santa Fe Pacific
Corporation beneficially owned by the Company were converted into
about 7.43 million shares of common stock of BNSF, or about 5.2
percent of the outstanding. As of September 30, 1995, such 7.43
million shares had an aggregate market value of approximately
$538.8 million, or $72.50 per BNSF share, and as of October 31,
1995, such shares had an aggregate market value of approximately
$623.3 million, or $83.875 per BNSF share. The aggregate cost of
such shares is approximately $253.7 million, or $34.15 per BNSF
share.
The Company's results in the first nine months of 1995
are not indicative of operating results in future periods. The
Company and its subsidiaries have adequate internally generated
funds, cash revenues and unused credit facilities to provide for
the currently foreseeable needs of its and their businesses.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
-----------------
In April 1990, a class action seeking treble damages was
filed in the United States District Court for the District of
Arizona against six of the nation's largest title insurance
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companies, including the three principal title insurance companies
now owned by CT&T, alleging that the title insurers violated
Section 1 of the Sherman Act in connection with their
participation in rating bureaus in Arizona and Wisconsin. In June
1994, counsel for the plaintiffs and the defendants jointly filed
with the District Court in Arizona a definitive written agreement
embodying terms for a proposed class action settlement of the
asserted claims, which would have become effective upon final
approval of the Court. On April 21, 1994, a separate class action
suit seeking treble damages was filed in the United States
District Court for the Eastern District of Wisconsin, asserting
federal antitrust claims against the same six defendants and a
number of additional title insurers arising from Wisconsin rating
bureau activity. On October 11, 1994, the Wisconsin suit was
transferred to and consolidated with the suit in the United States
District Court in Arizona. The status of such proceedings was
last reported in Item 1 of Part II of the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995.
As previously reported, issues arose between the parties
to the settlement agreement subsequent to the filing of the
settlement agreement with the District Court in Arizona. The
Court did not act upon the settlement agreement and, on March 28,
1995, the Court deferred further action to allow the parties to
reach agreement on a global settlement of the foregoing actions.
The parties subsequently filed a global settlement with the Court,
to which the Court has given its preliminary approval, entering a
Preliminary Settlement Order dated June 19, 1995.
Pursuant to the terms of the proposed global settlement,
class members will be provided with a number of benefits,
including the option to receive cash payments from the title
insurance companies named in the Arizona and Wisconsin actions,
not to exceed in the aggregate $1,996,613 in Arizona and
$2,070,326 in Wisconsin; an increase in the face amount of title
insurance policies purchased from the title insurance companies
reflecting the impact of inflation since January 1, 1981; and the
last $5,000 of future insurance coverage at no cost on any new
title insurance policy for property in Arizona or Wisconsin
purchased from any of such title insurance companies within the
one-year period following final Court approval of the settlement.
The settlement also contemplates that the title insurance
companies will pay attorneys' fees of the plaintiffs and the costs
of administering the settlement.
In July 1995, pursuant to an order of the Court, notice
of the settlement was given to the class by publication. No
member of the plaintiff class commented upon or requested to opt-
out of the settlement, and the period for such comment or request
closed on September 15, 1995. The plaintiffs filed for their
attorneys' fees and costs on or about September 22, 1995. The
Court held a hearing on October 10, 1995, at which the fairness of
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the settlement was considered and members of the plaintiff class
were given an opportunity to be heard. No class member appeared
at the hearing. On October 30, 1995, the Court issued an order
certifying the plaintiff class for all purposes.
The parties have affirmed to the Court their support of
the settlement agreement; however, disputes exist regarding the
valuation of the settlement benefits and various matters
pertaining to the plaintiffs' petitions for attorneys' fees and
costs. The parties have filed briefs with the Court on the areas
of disagreement; additional briefs may be filed.
ITEM 2. CHANGES IN SECURITIES.
---------------------
On October 6, 1995, the Company called its 6-1/2%
Subordinated Exchangeable Debentures due 2014 (the "Debentures")
for redemption on November 6, 1995. The Debentures were
exchangeable until the close of business on November 3, 1995 into
approximately 1,363,845 shares of common stock of American Express
Company and cash of about $2.8 million representing the
distribution of Lehman Brothers stock by American Express in 1994.
On November 6, 1995, the Debentures were redeemed and holders who
had not exchanged their Debentures became entitled to receive the
principal amount of their Debentures plus accrued interest and a
redemption premium of 2.6%.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibits.
--------
Exhibit
Number Description
------- -----------
10.1 Amendment to Note Purchase
Agreement dated as of June 23, 1995
among the Company, Alleghany
Properties, Inc. ("API") and the
Purchasers listed on Annex 1 to the
Note Purchase Agreement dated as of
January 15, 1995 among the Company,
API and the Purchasers.
10.2 Agreement and Plan of Merger dated
as of August 31, 1995, among Credit
Data Reporting Services, Inc.,
Credit Data of Hudson Valley Inc.,
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<PAGE>
The Juhl Corporation (collectively,
the "Companies"), Alleghany
Acquisition Corporation, Alleghany
and each of the shareholders of the
Companies (the "Credit Data Merger
Agreement"), filed as Exhibit 2.1
to Alleghany's Registration
Statement on Form S-3 (Registration
No. 62477), is incorporated herein
by reference.
10.3 List of Contents of Exhibits to the
Credit Data Merger Agreement, filed
as Exhibit 2.2 to Alleghany's
Registration Statement on Form S-3
(Registration No. 62477), is
incorporated herein by reference.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed during the third
quarter of 1995.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
ALLEGHANY CORPORATION
---------------------
Registrant
Date: November 10, 1995 /s/ David B. Cuming
---------------------
David B. Cuming
Senior Vice President
(and principal financial officer)
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Exhibit Index
-------------
Exhibit
Number Description
------- -----------
10.1 Amendment to Note Purchase
Agreement dated as of June 23, 1995
among the Company, Alleghany
Properties, Inc. ("API") and the
Purchasers listed on Annex 1 to the
Note Purchase Agreement dated as of
January 15, 1995 among the Company,
API and the Purchasers.
10.2 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"), filed as Exhibit 2.1
to Alleghany's Registration
Statement on Form S-3 (Registration
No. 62477), is incorporated herein
by reference.
10.3 List of Contents of Exhibits to the
Credit Data Merger Agreement, filed
as Exhibit 2.2 to Alleghany's
Registration Statement on Form S-3
(Registration No. 62477), is
incorporated herein by reference.
27 Financial Data Schedule.
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Exhibit 10.1
------------
AMENDMENT TO NOTE PURCHASE AGREEMENT
AMENDMENT TO NOTE PURCHASE AGREEMENT (the "Amendment") dated
as of June 23, 1995 among ALLEGHANY CORPORATION, a Delaware
Corporation ("Alleghany"), ALLEGHANY PROPERTIES, INC., a Delaware
Corporation ("API"), and the Purchasers (the "Purchasers") listed
on Annex 1 to the Note Purchase Agreement (the "Agreement") dated
as of January 15, 1995 among Alleghany, API and the Purchasers.
W I T N E S S E T H:
-------------------
WHEREAS, Alleghany, API and the Purchasers entered into the
Agreement, pursuant to which the Purchasers purchased and API
issued and sold $50,000,000 aggregate principal amount of 8.62%
Senior Notes due February 23, 2000; and
WHEREAS, Alleghany, API and the Purchasers desire to amend
the Agreement as provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not
-----------
otherwise defined herein shall have the respective meanings
ascribed to such terms in the Agreement.
Section 2. Amendment of Section 7.7(a). Section 7.7(a) of
---------------------------
the Agreement is hereby amended by deleting "November 1, 1994"
from the fifth line of paragraph (a) of Section 7.7 and replacing
such deletion with the term "the Closing Date."
Section 3. Representation of the Company. Other than $4.5
-----------------------------
million transferred to Alleghany by API on December 29, 1994, the
Company did not, and did not permit SPHI to, make any Restricted
Investment and the Company did not declare or make, or become
obligated to declare or make, any Restricted Payment between
November 1, 1994 and the Closing Date (not including the Closing
Date).
Section 4. Limitation to Amendment. Except as modified by
-----------------------
this Amendment, all of the terms and conditions contained in the
Agreement shall remain in full force and effect and are hereby
ratified and confirmed.
<PAGE>
Section 5. Counterparts. This Amendment may be executed in
------------
one or more counterparts, all of which shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment as of the date first written above.
ALLEGHANY CORPORATION
By:/s/ David B. Cuming
-------------------------------
Name: David B. Cuming
Title: Senior Vice President
ALLEGHANY PROPERTIES, INC.
By:/s/ David B. Cuming
-------------------------------
Name: David B. Cuming
Title: President
HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT CRC
By:/s/ Joseph H. Gareau
-------------------------------
Name: Joseph H. Gareau
Title: Executive Vice President
TRANSAMERICA LIFE INSURANCE &
ANNUITY COMPANY
By:/s/ John M. Casparian
-------------------------------
Name: John M. Casparian
Title: Investment Officer
<PAGE>
TRANSAMERICA OCCIDENTAL LIFE
INSURANCE COMPANY
By:/s/ John M. Casparian
-------------------------------
Name: John M. Casparian
Title: Investment Officer
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By:/s/ M.G. Echtenkamp
-------------------------------
Name: M.G. Echtenkamp
Title: Second Vice President
MUTUAL OF OMAHA INSURANCE
COMPANY
By:/s/ M.G. Echtenkamp
-------------------------------
Name: M.G. Echtenkamp
Title: Second Vice President
THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY
By: Lincoln National Investment
Management Company, Its
Attorney-In-Fact
By:/s/ Timothy L. Powell
-------------------------------
Name: Timothy L. Powell
Title: Second Vice President
KNIGHTS OF COLUMBUS
By:/s/ Robert J. Lane
-------------------------------
Name: Robert J. Lane
Title: Assistant Supreme Secretary
<PAGE>
WOODMEN ACCIDENT AND LIFE
COMPANY
By:/s/ A.M. McCray
-------------------------------
Name: A.M. McCray
Title: Vice President and Asst.
Treasurer
<TABLE> <S> <C>
<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 1995 AND THE CONSOLIDATED INCOME STATEMENT OF EARNINGS FOR THE
NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<DEBT-HELD-FOR-SALE> 1,609,184
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 659,104
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 2,267,097
<CASH> 200,442
<RECOVER-REINSURE> 410,307
<DEFERRED-ACQUISITION> 0
<TOTAL-ASSETS> 4,029,313
<POLICY-LOSSES> 1,521,170
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 0
<NOTES-PAYABLE> 385,194
<COMMON> 0
0
0
<OTHER-SE> 1,261,399
<TOTAL-LIABILITY-AND-EQUITY> 4,029,313
996,178
<INVESTMENT-INCOME> 132,696
<INVESTMENT-GAINS> 2
<OTHER-INCOME> 131,242
<BENEFITS> 210,182
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 54,664
<INCOME-TAX> 13,265
<INCOME-CONTINUING> 41,399
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,399
<EPS-PRIMARY> 5.86
<EPS-DILUTED> 5.86
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
