As filed with the Securities and Exchange Commission on October 6, 1997
Registration Number 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------
ALLEGHANY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0283071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
375 Park Avenue
New York, New York 10152
(Address of Principal (Zip Code)
Executive Offices)
UNDERWRITERS RE GROUP, INC. 1997 STOCK OPTION PLAN
(Full Title of the Plan)
Robert M. Hart, Esq.
Senior Vice President, General Counsel and Secretary
Alleghany Corporation
375 Park Avenue
New York, New York 10152
(212) 752-1356
(Name, address and telephone number of agent for service)
--------------
Copies to:
Linda E. Ransom, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3350
--------------
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Title Proposed Proposed
Of Maximum Maximum
Securities Offering Aggregate Amount
To Be Amount To Be Price Per Offering Of Registration
Registered Registered(1) Unit(2) Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $1.00
per share 202,102 $132.445 $26,767,399 $8,111.33
================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Underwriters Re Group, Inc.
1997 Stock Option Plan (the "Plan") by reason of any stock dividend, stock
split, recapitalization, merger, consolidation or reorganization of or by
the Registrant which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely
for the purpose of computing the registration fee, the proposed maximum
offering price per unit was computed by multiplying the exercise price of
each option granted under the Plan by the number of shares issuable upon
exercise of such option, adding those results together and dividing that
sum by the total number of shares issuable upon exercise of all options
granted under the Plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission by Alleghany Corporation ("Alleghany") (File No. 1-9371) are
incorporated herein by reference and made a part hereof:
(a) Alleghany's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(b) Alleghany's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997; and
(c) the description of the Common Stock of Alleghany contained in its
Registration Statement on Form 10 filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (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 this
Registration Statement, and any amendment or report filed for the
purpose of updating that description.
All documents filed by Alleghany pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.
The consolidated financial statements and financial statement
schedules of Alleghany and its subsidiaries included in or incorporated by
reference in Alleghany's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Alleghany is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law as to indemnification by Alleghany of
its officers and directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article Tenth of Alleghany's Restated Certificate of Incorporation,
as amended (which Restated Certificate of Incorporation is incorporated herein
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 of 1933, as amended, which might be incurred by them in such
capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The documents listed hereunder are filed as exhibits hereto.
EXHIBIT NUMBER DESCRIPTION
3.1 Restated Certificate of Incorporation of Alleghany, as
amended by Amendment accepted and received for filing by the
Secretary of State of the State of Delaware on June 23, 1988,
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, are incorporated herein by
reference.
4 Underwriters Re Group, Inc. 1997 Stock Option Plan.
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 dated October 6, 1997.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 6th day of
October, 1997.
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: October 6, 1997 By: /s/ John J. Burns, Jr.
-----------------------
John J. Burns, Jr.
President and Director
(principal executive
officer)
Date: October 6, 1997 By: *
-----------------------
Dan R. Carmichael
Director
Date: October 6, 1997 By: /s/ David B. Cuming
-----------------------
David B. Cuming
Senior Vice President
(principal financial
officer)
Date: October 6, 1997 By: *
-----------------------
Thomas S. Johnson
Director
Date: October 6, 1997 By: *
-----------------------
Allan P. Kirby, Jr.
Director
Date: October 6, 1997 By: *
-----------------------
F.M. Kirby
Chairman of the Board
and Director
Date: October 6, 1997 By: *
-----------------------
William K. Lavin
Director
Date: October 6, 1997 By: *
-----------------------
Roger Noall
Director
Date: October 6, 1997 By: /s/ Peter R. Sismondo
-----------------------
Peter R. Sismondo
Vice President,
Controller, Treasurer
and Assistant Secretary
(principal accounting
officer)
Date: October 6, 1997 By: *
-----------------------
James F. Will
Director
Date: October 6, 1997 By: *
-----------------------
Paul F. Woodberry
Director
*By: /s/ John J. Burns, Jr.
-----------------------
John J. Burns, Jr.
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Restated Certificate of Incorporation of Alleghany, as
amended by Amendment accepted and received for filing by the
Secretary of State of the State of Delaware on June 23, 1988,
filed as Exhibit 20 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended June 30, 1988, is incorporated
herein by reference.
3.2 By-Laws of Alleghany as amended April 18, 1995, filed as
Exhibit 3.1 to Alleghany's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995, are incorporated herein by
reference.
4 Underwriters Re Group, Inc. 1997 Stock Option Plan.
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 dated October 6, 1997.
24 Powers of Attorney.
Exhibit 4
UNDERWRITERS RE GROUP, INC.
1997 STOCK OPTION PLAN
1. DEFINITIONS.
In this Plan, except where the context otherwise indicates, the
following definitions apply:
a. "Alleghany" means Alleghany Corporation, a Delaware corporation.
b. "Board" means the Board of Directors of the Corporation.
c. "Code" means the Internal Revenue Code of 1986, as amended.
d. "Committee" means the compensation committee of the Board,
consisting of directors who are not employees of the Corporation or a
Subsidiary.
e. "Common Stock" means the common stock, par value $1.00 per share,
of Alleghany.
f. "Corporation" means Underwriters Re Group, Inc., a Delaware
corporation, and any successor thereto.
g. "Date of Exercise" means the date on which the Corporation
receives notice of the exercise of an Option in accordance with the terms of
Article 6.
h. "Date of Grant" means the date on which an Option is granted
pursuant to the terms of the Plan.
i. "Date of Grant of the Predecessor Option" means the date on which
a Predecessor Option was granted pursuant to the terms of the 1993 Stock Option
Plan of the Corporation.
j. "Exchange Rate" means .191264368 share of Alleghany Common Stock
issuable under the Option for each share of common stock of the Corporation
issuable under the Predecessor Option, which Exchange Rate is calculated by
dividing (i) $45.76 as the Adjusted Book Value (as defined in the Stock Purchase
Related Agreement dated as of July 28, 1993, as amended, among Alleghany and
certain management employees and former management employees of the Corporation)
of the shares of URG Common Stock as of August 31, 1997; by (ii) $239.25 as the
value of a share of the Alleghany Common Stock, which is the sum of the average
of the high and low sales prices of such Common Stock on each of the ten trading
days ending on August 31, 1997 divided by ten.
k. "Fair Market Value" means the mean of the high and low sales
prices of Alleghany Common Stock on the relevant date as reported on the New
York Stock Exchange, or, if no sale is made on such date, the average of the
mean of the high and low sales prices of Alleghany Common Stock on the next
preceding day and the next succeeding day on which such sales were made as
reported on the New York Stock Exchange.
l. "Management Employee" means those key employees or former key
employees of the Corporation listed in Appendix I to the Plan.
m. "Option" means an option to purchase shares of Alleghany Common
Stock granted in accordance with the terms of Article 5.
n. "Option Agreement" means the written agreement evidencing the
grant of an Option hereunder.
o. "Option Price" means the price per share of Alleghany Common Stock
at which an Option may be exercised. The Option Price shall be determined by
dividing the price per share of URG Common Stock at which the Predecessor Option
to an Option may be exercised by the Exchange Rate.
p. "Optionee" means a Management Employee to whom an Option has been
granted.
q. "Permanent disability" means the inability of the Optionee, as a
result of physical or mental illness or incapacity, to perform his duties with
the Corporation or a Subsidiary for a period of four consecutive months or for
an aggregate of more than six months in any twelve-month period.
r. "Predecessor Option" to an Option means the option to purchase
shares of URG Common Stock granted under the 1993 Stock Option Plan of the
Corporation which is exchanged for such Option and cancelled prior to the
issuance of such Option.
s. "Plan" means the Underwriters Re Group, Inc. 1997 Stock Option
Plan.
t. "Subsidiary" means a corporation at least 50 percent of the total
combined voting power of all classes of stock of which is owned by the
Corporation, either directly or through one or more other Subsidiaries.
u. "URG Exchange Offer" means the offer by URG, pursuant to an
offering statement and letter of transmittal, to Management Employees to
exchange Predecessor Options for Options, with each Option representing a right
to purchase the number of shares of Alleghany Common Stock equal to the number
of shares of URG Common Stock issuable upon exercise of the Predecessor Option
being exchanged therefor multiplied by the Exchange Rate (such result to be
rounded up to the nearest whole share of Alleghany Common Stock).
v. "URG Common Stock" means the common stock, par value $.01 per
share, of the Corporation.
2. PURPOSE.
The Plan is intended to provide Options in substitution for
Predecessor Options, for the purposes of eliminating minority interests in the
Corporation and providing a more marketable security to the Management
Employees.
3. ADMINISTRATION.
The Plan shall be administered by the Committee. In addition to any
other powers granted to the Committee, it shall have the following powers,
subject to the express provisions of the Plan:
a. to construe and interpret the Plan and the Option Agreements;
b. to provide for income tax withholding, including, without
limitation, through retention of shares of Alleghany Common Stock otherwise
issuable upon the exercise of an Option or by delivery of shares of Alleghany
Common Stock to the Corporation by the Optionee, to the extent and under such
terms and conditions as the Committee deems appropriate; and
c. to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
Any determinations made or actions taken by the Committee pursuant to
the Plan shall be binding and final.
4. ELIGIBILITY.
Options may be granted only to Management Employees.
5. AWARDS.
a. Options shall be granted under the Plan only to Management
Employees in accordance with the URG Exchange Offer.
b. Options shall be forfeited by the Optionee to the extent not
exercisable upon termination of the Optionee's employment with the Corporation
or a Subsidiary for any reason.
c. Options shall expire if not exercised prior to the earliest of (i)
the tenth anniversary of the Date of Grant of the Predecessor Option, (ii) three
months after termination of the Optionee's employment with the Corporation or a
Subsidiary for any reason except death or permanent disability (or, in the event
that the Optionee is a former employee of the Corporation on the Date of Grant
of the Option, no more than three months after such Date of Grant), and (iii)
one year after termination of the Optionee's employment with the Corporation or
a Subsidiary by reason of death or permanent disability.
d. The Option Price may be paid in cash, shares of Alleghany Common
Stock valued at the Fair Market Value thereof on the Date of Exercise, or a
combination of cash and shares of Alleghany Common Stock so valued.
e. No Option may be granted as an incentive stock option under
Section 422 of the Code.
f. Each grant of Options under the Plan shall be evidenced by an
Option Agreement substantially in the form of Appendix II to the Plan, and shall
be executed by the Chairman and Chief Executive Officer or by any Vice
President, however designated, of the Corporation and by the Optionee.
g. Subject to the terms of the Plan, all other terms of Options shall
be as determined by the Committee in its sole discretion and Options shall
contain such other conditions, not inconsistent with the foregoing, as may be
determined by the Committee.
6. EXERCISE.
An Option may, subject to the provisions of the Option Agreement
under which it was granted, be exercised in whole or in part by delivery to the
Corporation of written notice of exercise, in such form as the Committee may
prescribe, accompanied by full payment for the shares of Alleghany Common Stock
with respect to which such Option is exercised.
7. RESTRICTIONS ON TRANSFER AND EXERCISE.
Options shall be subject to such restrictions on transfer and
exercise as provided in the Option Agreement.
8. CAPITAL ADJUSTMENTS.
The number and class of shares of Alleghany Common Stock subject to
each Option and the Option Price thereof shall be subject to such adjustment, if
any, as the Committee in its sole discretion deems appropriate to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by Alleghany, subject to the approval of
the Compensation Committee of the Board of Directors of Alleghany.
9. TERMINATION AND AMENDMENT.
The Board shall have the power to terminate the Plan and to amend it
in any respect, provided that no such termination or amendment shall adversely
affect the rights or obligations of an Optionee with respect to any Option
previously granted under the Plan.
10. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Subject to the terms and conditions of the Plan, the Committee may
modify, extend or renew outstanding Options or accept the surrender of
outstanding Options (to the extent not theretofore exercised) granted under the
Plan and authorize the granting of new Options in substitution therefor on such
terms consistent with the Plan as the Committee may specify; PROVIDED, HOWEVER,
that no modification of an Option granted under the Plan shall, without the
consent of the Optionee, alter or impair any of such Optionee's rights or
obligations.
11. INDEMNIFICATION OF COMMITTEE.
In addition to such other rights of indemnification as they may have
as directors or as members of the Committee, the members of the Committee shall
be indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option granted
hereunder, and against all amounts reasonably paid by them in settlement thereof
or paid by them in satisfaction of a judgment in any such action, suit or
proceeding, to the fullest extent permitted under applicable law.
12. GENERAL PROVISIONS.
a. The establishment of the Plan shall not confer upon any Management
Employee any legal or equitable right against the Corporation, any Subsidiary,
Alleghany or the Committee, except as expressly provided in the Plan.
b. The Plan does not constitute inducement or consideration for the
employment or service of any Management Employee, nor is it a contract between
the Corporation, any Subsidiary or Alleghany and any Management Employee.
Participation in the Plan shall not give a Management Employee any right to be
retained in the service or employ of the Corporation, any Subsidiary or
Alleghany.
c. The interests of any Management Employee under the Plan or any
Option are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.
d. The Plan shall be governed, construed and administered in
accordance with the laws of the State of Delaware.
<PAGE>
Appendix I
MANAGEMENT EMPLOYEES
Dennis E. Arnold
Mark A. Bennett
Theodore A. Blundell
Denise A. Coleman
Thomas A. Dean
Stuart M. de Haaff
Todd J. Hess
F. Paul Japp
Russell T. John
Stephen C. Kolakowski
Judy Mann
Nancy Moore
Steven H. Newman
Harry Petru, Jr.
Edward D. Santos
Pamela Taylor
<PAGE>
Appendix II
UNDERWRITERS RE GROUP, INC.
Nonstatutory Stock Option Agreement
Under
1997 Stock Option Plan
Option No:
Optionee:
Date of Grant:
Option Price:
Number of Shares of
Alleghany Common Stock:
1. DEFINITIONS. This Option Agreement evidences the grant of an Option under
the 1997 Stock Option Plan (the "Plan") adopted by Underwriters Re Group,
Inc. (the "Corporation"). All terms used in this Option Agreement which are
not defined herein shall have the meanings given to them in the Plan.
2. GRANT OF OPTION. Pursuant to the Plan and subject to the terms and
conditions of this Option Agreement, the Corporation hereby grants to
_______ (the "Optionee") the right ("Option") to purchase _____ shares of
common stock, par value $1.00 per share ("Common Stock"), of Alleghany
Corporation ("Alleghany") from the Corporation at the purchase price of
$_____ per share (the "Option Price"), as the same may be adjusted from
time to time pursuant to the terms of the Plan. This Option has been
granted pursuant to the URG Exchange Offer in exchange for Predecessor
Option No. ____ granted on ____________.
3. SUBJECT TO THE PLAN. The Option evidenced by this Option Agreement and the
exercise thereof are subject to the terms and conditions of the Plan, which
is incorporated herein by reference and made a part hereof.
4. TERMS OF THE OPTION.
(a) TYPE OF OPTION. The Option is intended to be a nonstatutory stock
option, and is not an incentive stock option within the meaning of
section 422 of the Code.
(b) OPTION PERIOD. The Option may be exercised with respect to full shares
of Alleghany Common Stock (and no fractional shares shall be issued)
as follows:
(i) the Option shall not be exercisable until one year after the
Date of Grant of the Predecessor Option;
(ii) the Option shall be exercisable with respect to 25% of the
shares of Alleghany Common Stock subject to such Option
beginning one year after the Date of Grant of the Predecessor
Option;
(iii)the Option shall be exercisable with respect to a cumulative
maximum of 50% of the shares of Alleghany Common Stock subject
to such Option beginning two years after the Date of Grant of
the Predecessor Option;
(iv) the Option shall be exercisable with respect to a cumulative
maximum of 75% of the shares of Alleghany Common Stock subject
to such Option beginning three years after the Date of Grant of
the Predecessor Option;
(v) the Option shall be fully exercisable beginning four years after
the Date of Grant of the Predecessor Option;
(vi) the Option shall be forfeited by the Optionee to the extent not
exercisable upon termination of the Optionee's employment with
the Corporation or a Subsidiary for any reason; and
(vii) the Option shall expire if not exercised prior to the earliest
of (1) the tenth anniversary of the Date of Grant of the
Predecessor Option, (2) three months after termination of an
Optionee's employment with the Corporation or a Subsidiary for
any reason except death or permanent disability (or, in the
event that the Optionee is a former employee of the Corporation
on the Date of Grant of the Option, no more than three months
after such Date of Grant), and (3) one year after termination of
an Optionee's employment with the Corporation or a Subsidiary by
reason of death or permanent disability. For purposes hereof,
the term "permanent disability" means the inability of the
Optionee, as a result of physical or mental illness or
incapacity, to perform his duties with the Corporation or a
Subsidiary for a period of four consecutive months or for an
aggregate of more than six months in any twelve-month period.
5. RESTRICTIONS ON THE TRANSFER OF OPTIONS.
The Optionee shall not, and no action taken by the Optionee shall be
effective to, directly or indirectly, sell, distribute, transfer, assign,
pledge, hypothecate or otherwise dispose of or encumber the Option or any
interest therein (all of which acts shall be deemed included in the term
"transfer" as used in this Option Agreement), except that transfer of the
Option is permitted (i) to the Corporation or Alleghany upon their
consent, or (ii) to the Optionee's executors, administrators, testamentary
trustees, legatees or beneficiaries (collectively, the "Optionee's
Estate") upon the Optionee's death, provided that the Optionee's Estate
agrees to be bound by the terms of this Option Agreement.
6. EXERCISE.
(a) NOTICE. The Option shall be exercised, in whole or in part, by the
delivery to the Corporation of written notice of such exercise, in
such form as the Committee may from time to time prescribe,
accompanied by (i) full payment of the Option Price with respect to
that portion of the Option being exercised, and (ii) full payment of
any amounts required to be withheld pursuant to applicable income tax
laws in connection with such exercise. The date that such notice is
received by the Corporation shall be the Date of Exercise of such
Option. Until the Committee notifies the Optionee to the contrary, the
form attached to this Option Agreement as Exhibit A shall be used to
exercise the Option.
(b) PAYMENT OF THE OPTION PRICE. Upon exercise of the Option, in whole or
in part, the Optionee may pay the Option Price in cash, by delivering
duly endorsed certificates representing whole shares of Alleghany
Common Stock having a Fair Market Value on the Date of Exercise equal
to that portion of the Option Price being paid by delivery of such
shares, or through a combination of cash and shares of Alleghany
Common Stock so valued.
(c) PAYMENT OF WITHHOLDING. An Optionee may elect in the notice of
exercise to satisfy applicable income tax withholding requirements by
payment of cash or, subject to such terms and conditions as the
Committee may from time to time establish, through retention by the
Corporation of shares of Alleghany Common Stock otherwise issuable
upon exercise of the Option or by delivery to the Corporation of
previously acquired shares of Alleghany Common Stock.
(d) EFFECT. The exercise, in whole or in part, of the Option shall cause a
reduction in the number of unexercised shares of Alleghany Common
Stock equal to the number of shares of Alleghany Common Stock with
respect to which the Option is exercised.
7. RESTRICTIONS ON THE EXERCISE OF OPTIONS. Notwithstanding any other
provision of this Option Agreement, the Optionee agrees, for such Optionee
and such Optionee's Estate, that the Option may not be exercised at any
time that Alleghany does not have in effect a registration statement under
the Securities Act of 1933, as amended, relating to the offer of shares of
Alleghany Common Stock to the Optionee under the Plan, unless the Optionee
furnishes to the Corporation an opinion of counsel reasonably satisfactory
to the Corporation to the effect that such registration is not required, or
unless the Corporation agrees to permit such exercise. The Optionee further
agrees, for such Optionee and such Optionee's Estate, that, upon the
issuance of any shares of Alleghany Common Stock upon the exercise of the
Option, such Optionee or such Optionee's Estate will, upon the request of
the Corporation, agree in writing that such Optionee or such Optionee's
Estate is acquiring such shares for investment only and not with a view to
resale.
8. RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a stockholder
with respect to any shares of Alleghany Common Stock subject to the Option
until and unless a certificate or certificates representing such shares are
issued to the Optionee pursuant to this Option Agreement. Except as the
Committee may determine pursuant to the terms of the Plan, no adjustment
shall be made for dividends or other rights for which the record date is
prior to the issuance of such certificate or certificates.
9. EMPLOYMENT. Neither the granting of the Option evidenced by this Option
Agreement nor any term or provision of this Option Agreement shall
constitute or be evidence of any understanding, express or implied, on the
part of the Corporation, a Subsidiary or Alleghany to employ the Optionee
for any period.
IN WITNESS WHEREOF, the Corporation has caused this Option Agreement
to be signed on its behalf effective as of the Date of Grant.
UNDERWRITERS RE GROUP, INC.
By:___________________________
Accepted and agreed to as of
the Date of Grant:
_____________________________
Optionee
<PAGE>
Exhibit A
EXERCISE OF OPTION
Secretary
Underwriters Re Group, Inc.
The undersigned Optionee under the Nonstatutory Stock Option Agreement
identified as Option No. ____ (the "Option Agreement"), granted pursuant to the
Underwriters Re Group, Inc. 1997 Stock Option Plan (the "Plan"), hereby
irrevocably elects to exercise the Option granted in the Option Agreement to
purchase ____ shares of common stock, par value $1.00 per share, of Alleghany
Corporation, and herewith makes payment of the option price of $_______ in the
form of _______ [cash, shares, cash plus shares (indicate amount of each)].
[IF APPLICABLE, INCLUDE] [In addition, the undersigned hereby elects
to have the income tax withholding requirements imposed upon this exercise of
the Option met by _________ [retention of shares otherwise issuable upon such
exercise, delivery of shares, or both (indicate amount of each)].
Signature of Optionee:_________________
Date:__________________________________
Received by Underwriters Re Group Inc.
By:____________________________________
Date of Receipt:_______________________
Note: Shares being delivered in payment of all or any part of the option price
or income tax withholding requirements must be represented by a
certificate or certificates registered in the name of the Optionee and
duly endorsed by the Optionee and by each and every other co-owner in
whose name the shares may also be registered.
Exhibit 5
Law Offices of
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, N.Y. 10112
Telephone: 212-632-3000
Facsimile: 212-632-3321
October 6, 1997
Alleghany Corporation
375 Park Avenue
New York, New York 10152
Re: Alleghany Corporation
Registration Statement on Form S-8
Filed with the Securities and Exchange
Commission on October 6, 1997
--------------------------------------
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"), on the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
October 6, 1997 (the "Registration Statement"), of 202,102 shares of common
stock, par value $1.00 per share (the "Shares"), of Alleghany, which Shares are
issuable pursuant to the Underwriters Re Group, Inc. 1997 Stock Option Plan (the
"Stock Option Plan").
We are familiar with the proceedings of Alleghany relating to the
authorization 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 laws 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
issuable pursuant to the Stock Option Plan have been duly authorized and, when
issued in accordance with the resolutions of the Board of Directors of Alleghany
authorizing such issuance, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. 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 incorporation by reference in the Registration Statement on Form
S-8 of our reports dated February 19, 1997 relating to the financial statements
and related schedules of Alleghany Corporation and subsidiaries, which reports
appear in or are incorporated by reference in the Annual Report on Form 10-K of
Alleghany Corporation for the year ended December 31, 1996. We also consent to
the reference to our Firm as experts in such registration statement.
/s/ KPMG Peat Marwick LLP
New York, New York
October 6, 1997
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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/s/ Thomas S. Johnson
---------------------
Thomas S. Johnson
<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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/s/ Roger Noall
---------------
Roger Noall
<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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/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-in-fact 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, par value $1.00 per
share, of Alleghany Corporation that may be issued upon the exercise of options
granted under the Underwriters Re Group, Inc. 1997 Stock Option Plan, including
specifically, but without limitation thereof, power and authority to sign the
undersigned's name as director of Alleghany Corporation to the Registration
Statement to be filed with the Securities and Exchange Commission and any
amendment, supplement or update thereto in respect of such shares of Common
Stock of Alleghany Corporation and to any documents filed as part of or in
connection with said Registration Statement or amendments, supplements or
updates; and the undersigned does hereby ratify and confirm all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents on the
16th day of September, 1997.
/s/ Paul F. Woodberry
---------------------
Paul F. Woodberry
