<PAGE> 1
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 JUNE 30, 2000
COMMISSION FILE NUMBER 1-9371
ALLEGHANY CORPORATION
---------------------
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
DELAWARE
--------
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
51-0283071
----------
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
375 PARK AVENUE, NEW YORK, NEW YORK 10152
------------------------------------------
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE
212 / 752-1356
--------------
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).
YES X NO
-------- ---------
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:
7,309,688
---------
(AS OF JUNE 30, 2000)
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED
JUNE 30, 2000 AND 1999
(dollars in thousands, except share and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
2000 1999
--------------------------
<S> <C> <C>
REVENUES
Investment management fees $44,333 $40,579
Net property and casualty premiums earned 55,708 186,136
Interest, dividend and other income 63,920 47,065
Net mineral and filtration sales 51,090 53,420
Net gain on investment transactions 158,535 12,110
--------------------------
Total revenues 373,586 339,310
--------------------------
COSTS AND EXPENSES
Commissions and brokerage expenses 30,701 40,062
Salaries, administrative and other operating expenses 132,611 77,573
Property and casualty losses and loss adjustment expenses 94,109 136,496
Cost of mineral and filtration sales 35,641 35,124
Interest expense 5,575 9,041
Corporate administration 5,266 4,288
--------------------------
Total costs and expenses 303,903 302,584
--------------------------
(Loss) earnings from continuing operations, before income taxes 69,683 36,726
Income taxes (benefit) expense (15,811) 15,839
--------------------------
Net earnings $85,494 $20,887
==========================
Basic earnings per share of common stock ** $11.57 $2.79
==========================
Diluted earnings per share of common stock ** $11.43 $2.74
==========================
Dividends per share of common stock * *
==========================
Average number of outstanding shares of common stock ** 7,390,423 7,477,910
==========================
</TABLE>
* In March 2000, Alleghany declared a dividend consisting of one share
of Alleghany common stock for every fifty shares outstanding.
** Adjusted to reflect the common stock dividend declared in March 2000.
<PAGE> 3
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE SIX MONTHS ENDED
JUNE 30, 2000 AND 1999
(dollars in thousands, except share and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
2000 1999
-----------------------------
<S> <C> <C>
REVENUES
Investment management fees $88,372 $79,952
Net property and casualty premiums earned 218,364 330,373
Interest, dividend and other income 117,408 90,268
Net mineral and filtration sales 100,196 102,306
Net gain on investment transactions 159,010 12,473
-----------------------------
Total revenues 683,350 615,372
-----------------------------
COSTS AND EXPENSES
Commissions and brokerage expenses 70,836 77,196
Salaries, administrative and other operating expenses 219,443 146,744
Property and casualty losses and loss adjustment expenses 229,185 236,654
Cost of mineral and filtration sales 70,299 68,446
Interest expense 13,274 16,791
Corporate administration 10,837 8,946
-----------------------------
Total costs and expenses 613,874 554,777
-----------------------------
Earnings before income taxes 69,476 60,595
Income tax (benefit) expense (16,500) 23,754
-----------------------------
Net earnings $85,976 $36,841
=============================
Basic earnings per share of common stock ** $11.60 $4.91
=============================
Diluted earnings per share of common stock ** $11.49 $4.83
=============================
Dividends per share of common stock * *
=============================
Average number of outstanding shares of common stock ** 7,414,099 7,494,269
=============================
</TABLE>
* In March 2000, Alleghany declared a dividend consisting of one share
of Alleghany common stock for every fifty shares outstanding.
** Adjusted to reflect the common stock dividend declared in March 200.
<PAGE> 4
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(dollars in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Available for sale securities:
Fixed maturities:
U.S. Government, government agency 06/30/2000 12/31/2000
and municipal obligations ( amortized cost $17,383 $707,250 ) $17,071 $695,718
Short-term investments ( amortized cost $592,936 $277,798 ) 592,936 277,798
Bonds, notes and other ( amortized cost $7,621 $496,872 ) 7,609 484,127
Equity securities ( cost $225,615 $240,623 ) 440,223 470,104
-------------------------------
1,057,839 1,927,747
Cash 6,563 26,786
Cash pledged to secure trust deposits 16,985 14,307
Premium trust funds 208,013 170,508
Notes receivable 91,886 91,536
Funds held, accounts and other receivables 379,369 529,786
Property and equipment - at cost, less accumulated depreciation and amortization 175,304 207,617
Reinsurance receivable 304,821 844,605
Other assets 589,795 672,133
-------------------------------
$2,830,575 $4,485,025
===============================
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Property and casualty losses and loss adjustment expenses $590,598 $1,973,924
Unearned premiums 356,728 419,608
Other liabilities 443,568 501,453
Long-term debt of subsidiaries 235,053 407,950
Net deferred tax liability 17,424 53,625
Trust deposits secured by pledged assets 23,161 20,568
-------------------------------
Total liabilities 1,666,532 3,377,128
Common stockholders' equity 1,164,043 1,107,897
-------------------------------
$2,830,575 $4,485,025
===============================
Shares of common stock outstanding * 7,309,688 7,458,955
===============================
Common stockholders' equity per share * $159.25 $148.53
===============================
</TABLE>
* Adjusted to reflect the common stock dividend declared in March 2000.
<PAGE> 5
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED
JUNE 30, 2000 AND 1999
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
2000 1999
-------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $85,976 $36,841
Adjustments to reconcile net earnings to cash
provided by (used in) operations:
Depreciation and amortization 11,350 10,409
Net gain on investment transactions (159,010) (12,473)
Other charges, net (42,027) 15,829
Decrease in funds held, accounts and other receivables (156,575) (45,915)
Increase in reinsurance receivable (149,436) (95,116)
Increase in property and casualty losses and loss adjustment expenses 241,798 146,728
Decrease in unearned premium reserves 76,991 39,863
Increase in premium trust funds (44,305) (10,626)
Increase in other assets (118,229) (76,765)
Increase in other liabilities 303,566 46,930
(Increase) decrease in cash pledged to secure trust deposits (2,678) 41,058
Increase (decrease) in trust deposits 2,593 (36,694)
-------------------------
Net adjustments (35,962) 23,228
-------------------------
Cash provided by operations 50,014 60,069
-------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (126,755) (437,044)
Maturities of investments 0 31,302
Sales of investments 41,570 396,385
Purchases of property and equipment (8,448) (15,599)
Net change in short-term investments (435,406) (10,166)
Other, net 33,555 0
Proceeds from sale of URG, net of cash disposed 463,900 0
-------------------------
Net cash used investing activities (31,584) (35,122)
-------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt (18,000) (66,300)
Proceeds of long-term debt 9,584 44,196
Treasury stock acquisitions (38,609) (14,270)
Other, net 8,372 4,265
-------------------------
Net cash used in financing activities (38,653) (32,109)
-------------------------
Net decrease in cash (20,223) (7,162)
Cash at beginning of period 26,786 25,441
-------------------------
Cash at end of period $6,563 $18,279
=========================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $8,746 $16,314
Income taxes $10,152 $11,422
</TABLE>
<PAGE> 6
Notes to the Consolidated Financial Statements
This report should be read in conjunction with the Annual Report on Form
10-K for the year ended December 31, 1999 (the "1999 Form 10-K") and the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 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.
The difference in the Company's tax rate from the expected statutory rate
is principally due to book/tax bases differences generated from the sale of
Underwriters Re Group, Inc., tax-exempt interest, goodwill amortization and
state taxes.
Certain prior year amounts have been reclassified to conform to the 2000
presentation.
Comprehensive Income
The Company's total comprehensive income (loss) for the three months and
six months ended June 30, 2000 and 1999 was $102,517 thousand and $(27,295)
thousand, and $86,367 thousand and $18,868 thousand respectively. Comprehensive
income (loss) includes the Company's net earnings adjusted for changes in
unrealized appreciation (depreciation) of investments, which was $21,112
thousand and $(43,508) thousand, and $4,719 thousand and $(9,968) thousand, and
cumulative translation adjustments, which was $(4,089) thousand and $(4,674)
thousand, and $(4,328) thousand and $124 thousand, for the three months and six
months ended June 30, 2000 and 1999, respectively.
6
<PAGE> 7
Segment Information
Information concerning the Company's operations by industry segment is
summarized below:
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES
--------
Asset management $ 45,137 $ 41,128 $ 89,992 $ 81,065
Property and casualty
insurance 7,818 162,978 125,989 277,605
Lloyd's property and
casualty insurance 60,510 47,756 127,894 98,752
Mining and filtration 52,026 53,503 100,821 102,103
Industrial fasteners 39,400 19,223 62,976 38,204
Corporate activities 168,695 14,722 175,678 17,643
--------- --------- --------- ---------
Total $ 373,586 $ 339,310 $ 683,350 $ 615,372
========= ========= ========= =========
EARNINGS (LOSS) BEFORE TAX
--------------------------
Asset management $ 13,395 $ 13,923 $ 27,537 $ 28,351
Property and casualty
insurance (44,586) 7,437 (56,113) 16,196
Lloyd's property and
casualty insurance (47,397) 2,471 (56,009) 4,768
Mining and filtration (14,481) 7,012 (10,614) 11,356
Industrial fasteners 1,433 (604) 4,215 (1,992)
Corporate activities 161,319 6,487 160,460 1,916
--------- --------- --------- ---------
Total 69,683 36,726 69,476 60,595
Income taxes (15,811) 15,839 (16,500) 23,754
--------- --------- --------- ---------
Net income $ 85,494 $ 20,887 $ 85,976 $ 36,841
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---------- ----------
IDENTIFIABLE ASSETS
-------------------
<S> <C> <C>
Asset management $ 102,567 $ 103,838
Property and casualty
insurance -- 2,512,952
Lloyd's property and
casualty insurance 1,169,466 948,906
Mining and filtration 302,159 332,300
Industrial fasteners 102,473 53,926
Corporate activities 1,153,910 533,103
---------- ----------
Total $2,830,575 $4,485,025
========== ==========
</TABLE>
7
<PAGE> 8
Contingencies
The Company's subsidiaries 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 June 30, 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
The Company reported net earnings of $85.5 million on revenues of $373.6
million compared with net earnings of $20.9 million on revenues of $339.3
million during the second quarter of 1999. Net earnings contributed $86.0
million on revenues of $683.4 million during the first six months of 2000
compared with net earnings of $36.8 million on revenues of $615.4 million during
the first six months of 1999.
Net gains on investment transactions before taxes in the second quarter
of 2000 totalled $42 thousand, compared with $12.1 million in the second quarter
of 1999. The gains in 1999 principally resulted from the sale by the Company of
its holdings in Armco, Inc.
The Company's results reflect several non-recurring items, including (i)
a $143.0 million after-tax gain on the sale of Underwriters Re Group, Inc.
("Underwriters Re Group"), (ii) a $44.6 million pre-tax loss on the operations
of Underwriters Re Group (excluding Alleghany Underwriting Holdings Ltd
("Alleghany Underwriting")) through the close of the sale, principally due to
costs relating to the sale, (iii) a $44.0 million pre-tax charge for the
strengthening of loss reserves, primarily for past years, at Alleghany
Underwriting, and (iv) $20.2 million pre-tax charges at World Minerals Inc.
("World Minerals") for the write-off of certain joint venture investments and
assets no longer used in production, and expenses relating to changes in World
Minerals' senior management.
On May 10, 2000, the Company completed the sale of Underwriters Re Group
to Swiss Re America Holding Corporation. The Company retained Underwriters Re
Group's London-based Lloyd's operations conducted through Alleghany
Underwriting, which it received as a dividend from Underwriters Re Group at the
time of the sale. For tax purposes, the dividend was recorded at the fair market
value of Alleghany Underwriting as at the date of such dividend, which value was
based upon the advice of an independent appraisal firm. Upon the sale of
Underwriters Re Group, Alleghany recognized a tax loss related to the difference
between such fair market value and the tax basis of Alleghany Underwriting.
The Company recorded pre-tax proceeds of about $660.3 million in cash
(net of a $10 million holdback) from the sale of Underwriters Re Group, and in
connection with
8
<PAGE> 9
the sale, the Company paid approximately $187.9 million in cash (or $25.3125 per
share) for the purchase of 7.425 million shares of Burlington Northern from
Underwriters Re Group. The Company recorded a pre-tax gain on the sale of $158.5
million, which is net of, among other items, approximately $4.1 million pre-tax
of transaction expenses, and a $57 million pre-tax accrual for loss reserve
guarantees. The tax on the gain is approximately $15.5 million, resulting in an
after-tax gain on the sale of $143.0 million. The tax rate on the gain differs
from the expected statutory rate principally due to a difference between the tax
and book bases of Underwriters Re Group.
The gain on the sale of Underwriters Re Group does not reflect its
results of operations for the second quarter through the May 10, 2000 closing
date. Underwriters Re Group (excluding Alleghany Underwriting) recorded a
pre-tax loss of $44.6 million on revenues of $7.8 million in the second quarter
of 2000, compared with pre-tax earnings of $7.4 million on revenues of $163.0
million in the second quarter of 1999, and a pre-tax loss of $56.1 million on
revenues of $126.0 million in the first six months of 2000 (through May 10,
2000), compared with pre-tax earnings of $16.2 million on revenues of $277.6
million in the first six months of 1999. The 2000 losses reflect primarily costs
relating to the closing of the sale of Underwriters Re Group, including an
after-tax charge of $19.2 million for the purchase of an adverse development
cover and $11.4 million after tax for the payment of special bonuses to
employees of Underwriters Re Group.
Alleghany Underwriting recorded a pre-tax loss of $47.4 million on
revenues of $60.5 million in the second quarter of 2000 compared with pre-tax
earnings of $2.5 million on revenues of $47.8 million in the second quarter of
1999, and a pre-tax loss of $56.0 million on revenues of $127.9 million in the
first six months of 2000, compared with pre-tax earnings of $4.8 million on
revenues of $98.8 million in the first six months of 1999. The second quarter
2000 loss reflects strengthening of its loss reserves in the amount of $44.0
million pre-tax for the 1998, 1999 and 2000 years of account following the
completion of a recent reserve study.
World Minerals recorded a pre-tax loss of $14.5 million on revenues of
$52.0 million in the second quarter of 2000, compared with pre-tax earnings of
$7.0 million on revenues of $53.5 million in the second quarter of 1999, and a
pre-tax loss of $10.6 million in the first six months of 2000 on revenues of
$100.8 million, compared to $11.4 million on revenues of $102.1 million in the
first six months of 1999. The second quarter 2000 results reflect primarily
non-recurring charges in the amount of $20.2 million pre-tax for the write-off
of certain investments and assets no longer used in production, including $11.2
million pre-tax in respect of certain of World Minerals' interests in its
Chinese joint ventures, and expenses relating to changes in World Minerals'
senior management. Excluding the non-recurring charges, World Minerals would
have contributed pre-tax earnings of $5.7 million in the second quarter of 2000
reflecting a decrease in volume shipped due to various continued competitive
pressures, rising
9
<PAGE> 10
operating costs (including workers compensation and natural gas prices), and the
weak Euro relative to the U.S. dollar, which affected reported sales in Europe.
Alleghany Asset Management, Inc. ("Alleghany Asset Management")
contributed pre-tax earnings of $13.4 million on revenues of $45.1 million in
the 2000 second quarter, compared with $13.9 million on revenues of $41.1
million in the 1999 second quarter, and $27.5 million on revenues of $90.0
million in the first six months of 2000, compared with $28.3 million on revenues
of $81.1 million in the first six months of 1999. Alleghany Asset Management
results reflect an increase in assets under management, offset by increased
expenses, including personnel expenses. As of June 30, 2000, Alleghany Asset
Management had $46.4 billion of assets under management, compared with $43.3
billion as of the same date in 1999.
Heads & Threads International LLC ("Heads & Threads") contributed pre-tax
earnings of $1.4 million on revenues of $39.4 million in the 2000 second
quarter, compared with a pre-tax loss of $600 thousand on revenues of $19.2
million in the 1999 second quarter, and pre-tax earnings of $4.2 million on
revenues of $63.0 million in the first six months of 2000, compared with a
pre-tax loss of $2.0 million on revenues of $38.2 million in the first six
months of 1999. The results of Heads & Threads largely reflect its recent
acquisition of Reynolds Fasteners, Inc., which resulted in increased sales
without a commensurate increase in operating costs.
As of June 30, 2000, the Company beneficially owned approximately 17.95
million shares, or 4.3 percent, of the outstanding common stock of Burlington
Northern Santa Fe Corporation, which had an aggregate market value on that date
of approximately $417.3 million, or $23.25 per share, compared with a market
value on December 31, 1999 of $435.3 million, or $24.25 per share. The aggregate
cost of such shares is approximately $201.3 million, or $11.21 per share.
The Company has previously announced that it may purchase shares of its
common stock in open market transactions from time to time. In the first six
months of 2000, the Company purchased an aggregate of 225,000 shares of its
common stock for about $38.8 million, at an average cost of about $172.22 per
share. As of June 30, 2000, the Company had 7,309,688 shares of its common stock
outstanding.
The Company's common stockholders' equity per share at June 30, 2000 was
$159.25 per share, a 7.2 percent increase from common stockholders' equity per
share of $148.53 as of December 31, 1999 (adjusted for the March 2000 stock
dividend).
The Company's results in the first six months of 2000 are not indicative
of operating results in future periods. The Company and its subsidiaries have
adequate internally generated funds and unused credit facilities to provide for
the currently foreseeable needs of its and their businesses.
10
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market risk is the risk of loss from adverse changes in market prices and
rates, such as interest rates, foreign currency exchange rates and commodity
prices. The primary market risk related to the Company's non-trading financial
instruments is the risk of loss associated with adverse changes in interest
rates.
The Company's 1999 Form 10-K provides a more detailed discussion of the
market risks affecting its operations. The Company's largest market risk is in
its fixed maturity portfolio which concentration has been significantly reduced
with the sale of Underwriters Re Group. The proceeds from the sale have been
primarily reinvested in short-term investments.
Forward-Looking Statements
The "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Quantitative and Qualitative Disclosures About
Market Risk" contain disclosures which are forward-looking statements.
Forward-looking statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of words such as
"may," "will," "expect," "project," "estimate," "anticipate," "plan" or
"continue." These forward-looking statements are based upon the Company's
current plans or expectations and are subject to a number of uncertainties and
risks that could significantly affect current plans and anticipated actions and
the Company's future financial condition and results. The uncertainties and
risks include, but are not limited to, those relating to conducting operations
in a competitive environment; acquisition activities; the complexity of
integrated computer systems; and general economic conditions. As a consequence,
current plans, anticipated actions and future financial condition and results
may differ from those expressed in any forward-looking statements made by or on
behalf of the Company.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
(c) Recent Sales of Unregistered Securities.
On April 7, 2000, the Company issued 1,960 shares of common stock to
Allan P. Kirby, Jr. upon the exercise of an option to purchase 1,000 shares of
the Company's common stock, subject to adjustment for stock dividends and the
spin-off of Chicago Title, at an exercise price of $43.3844 per share, or
$85,062.50 in the aggregate, granted to Mr. Kirby on May 7, 1990, pursuant to
the Alleghany Corporation Amended and Restated Directors' Stock Option Plan. The
sale of the common stock was exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereof, as
a transaction not involving a public offering.
On June 14, 2000, the Company issued an aggregate of 476 shares of the
Company's common stock to seven non-employee directors of the Company pursuant
to the Alleghany Corporation Directors' Equity Compensation Plan representing
one-half of the value of each director's retainer for the following twelve
months' service as a director, exclusive of any per meeting fees, committee fees
or expense reimbursements. The sale of common stock was exempt from registration
under the Securities Act pursuant to Section 4(2) thereof, as a transaction not
involving a public offering.
The above does not include unregistered issuances of the Company's common
stock that did not involve a sale, consisting of issuances of common stock and
other securities pursuant to employee incentive plans.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's 2000 Annual Meeting of Stockholders was held on April 28,
2000. At the Annual Meeting, three directors were elected to serve for
three-year terms on the Company's Board of Directors, by the following votes:
<TABLE>
<CAPTION>
FOR WITHHELD
--- --------
Three-Year Term:
---------------
<S> <C> <C>
John J. Burns, Jr. 5,721,492 157,463
Dan R. Carmichael 5,868,672 10,283
William K. Lavin 5,868,682 10,273
</TABLE>
The Alleghany Corporation 2000 Directors' Stock Option Plan was approved
by a vote of 5,504,014 shares in favor and 348,315 shares opposed. A total of
26,626 shares abstained from voting.
12
<PAGE> 13
The material terms of certain awards under the Alleghany Corporation 1993
Long-Term Incentive Plan were approved by a vote of 5,741,983 shares in favor
and 110,636 shares opposed. A total of 26,336 shares abstained from voting.
The selection of KPMG LLP as auditors for the Company for the year 2000
was ratified by a vote of 5,873,402 shares in favor and 2,265 shares opposed. A
total of 3,288 shares abstained from voting.
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibits.
--------
Exhibit Number Description
-------------- -----------
<S> <C>
27 Financial Data Schedule
(b) Reports on Form 8-K.
-------------------
</TABLE>
The Company filed a report on Form 8-K dated May 25, 2000 to report in
Item 2 that on May 10, 2000, the Company completed the sale of Underwriters Re
Group to Swiss Re America Holding Corporation, and to provide in Item 7 pro
forma financial information of the Company, which gives effect to the
disposition of Underwriters Re Group.
13
<PAGE> 14
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: August 11, 2000 /s/ David B. Cuming
-------------------
David B. Cuming
Senior Vice President
(and principal financial officer)
14
