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As filed with the Securities and Exchange Commission on June 26, 1998
Registration Number 333-323
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 2
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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REMOVAL OF SECURITIES FROM REGISTRATION
Pursuant to Registration Statement No. 333-323 (the "Registration
Statement"), in January 1996 Alleghany Corporation ("Alleghany") registered
15,000 shares of its common stock, par value $1.00 per share ("Common Stock"),
to be offered under the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "Plan"). The Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Plan.
Pursuant to Rule 416(b) under the Securities Act of 1933, Post-Effective
Amendment No. 1 to the Registration Statement was filed to reflect an increase
in the number of shares of Common Stock registered from 15,000 to 15,606 as a
result of the payment by Alleghany of 2% stock dividends on the Common Stock in
April 1996 and in April 1997. As of the date of this Post-Effective Amendment
No. 2 to the Registration Statement, 14,979 shares of Common Stock have been
offered and sold under the Plan. No further shares of Common Stock will be
offered under the Plan. Accordingly, 627 shares of Common Stock are hereby
removed from registration.
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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. 2 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 26th 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. 2 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
Date: June 26, 1998 By: /s/ John J. Burns, Jr.
---------------------------------
John J. Burns, Jr.
President and Director
(principal executive officer)
Date: June 26, 1998 By: *
---------------------------------
Dan R. Carmichael
Director
Date: June 26, 1998 By: /s/ David B. Cuming
---------------------------------
David B. Cuming
Senior Vice President
(principal financial officer)
Date: June 26, 1998 By: *
---------------------------------
Allan P. Kirby, Jr.
Director
Date: By:
---------------------------------
Thomas S. Johnson
Director
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Date: By:
---------------------------------
Roger Noall
Director
Date: June 26, 1998 By: *
---------------------------------
F.M. Kirby
Chairman of the Board and Director
Date: June 26, 1998 By: *
---------------------------------
William K. Lavin
Director
Date: June 26, 1998 By: /s/ Peter R. Sismondo
---------------------------------
Peter R. Sismondo
Vice President, Controller,
Treasurer and Assistant Secretary
(principal accounting officer)
Date: June 26, 1998 By: *
---------------------------------
James F. Will
Director
Date: June 26, 1998 By: *
---------------------------------
Paul F. Woodberry
Director
*By: /s/ John J. Burns, Jr.
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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. 2 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 26th day of
June, 1998.
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING PLAN
By: /s/ Seymour A. Newman
---------------------------------
Seymour A. Newman
Senior Vice President, Chief Financial Officer
and Treasurer, The Chicago Trust Company
