<PAGE> 1
As filed with the Securities and Exchange Commission on June 8, 1998
Registration Number 333-323
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
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 Identification
incorporation or organization) Number)
375 Park Avenue 10152
New York, New York (Zip Code)
(Address of Principal Executive Offices)
CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
(Full Title of 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 and address of agent for service)
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Copies to:
Linda E. Ransom, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
(212) 259-6570
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
BE REGISTERED(1) REGISTERED(2) PRICE PER UNIT PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common stock,
par value $1.00
per share 15,606 (3) (3) (3)
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 416(b) under the Securities Act of 1933, this
Post-Effective Amendment No. 1 is being filed to reflect the registration
of, in addition to the 15,000 shares of the registrant's common stock
previously registered, an additional 606 shares of common stock of the
registrant as a result of two 2% stock dividends paid on the registrant's
common stock since the date of filing of the registration statement.
(3) The registration fee was paid and information relating to its calculation
was previously provided.
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SIGNATURES
The Registrant. 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
Post-Effective Amendment No. 1 to the 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 June, 1998.
ALLEGHANY CORPORATION
By: /s/ John J. Burns, Jr.
----------------------------------------
John J. Burns, Jr.
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Date: June 8, 1998 By: /s/ John J. Burns, Jr.
----------------------------------------
John J. Burns, Jr.
President and Director
(principal executive officer)
Date: June 8, 1998 By: *
----------------------------------------
Dan R. Carmichael
Director
Date: June 8, 1998 By: /s/ David B. Cuming
----------------------------------------
David B. Cuming
Senior Vice President
(principal financial officer)
Date: June 8, 1998 By: *
----------------------------------------
Allan P. Kirby, Jr.
Director
Date: By:
----------------------------------------
Thomas S. Johnson
Director
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Date: By:
----------------------------------------
Roger Noall
Director
Date: June 8, 1998 By: *
----------------------------------------
F.M. Kirby
Chairman of the Board and Director
Date: June 8, 1998 By: *
----------------------------------------
William K. Lavin
Director
Date: June 8, 1998 By: /s/ Peter R. Sismondo
----------------------------------------
Peter R. Sismondo
Vice President, Controller,
Treasurer and Assistant Secretary
(principal accounting officer)
Date: June 8, 1998 By: *
----------------------------------------
James F. Will
Director
Date: June 8, 1998 By: *
----------------------------------------
Paul F. Woodberry
Director
*By: /s/ John J. Burns, Jr.
----------------------------------------
John J. Burns, Jr.
Attorney-in-Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustee of the Chicago Title and Trust Company Savings and Profit Sharing Plan
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on the 8th day of June,
1998.
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING PLAN
By: /s/ Thomas J. Adams
------------------------------------
Thomas J. Adams
Secretary, The Chicago Trust Company
