-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EuQVG5hSYuV9GJS+SWZpfVM2gPEIsX5EhSQ1NrglenH359fdhEtuIiEpVsK7Wiyl hfMUmnYmB9BFX0bGXJHO7w== 0000906416-95-000055.txt : 19951119 0000906416-95-000055.hdr.sgml : 19951119 ACCESSION NUMBER: 0000906416-95-000055 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 510283071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09371 FILM NUMBER: 95589781 BUSINESS ADDRESS: STREET 1: PARK AVE PLZ CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: PARK AVENUE PLAZA CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 10-Q 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 SEPTEMBER 30, 1995 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 PARK AVENUE PLAZA, NEW YORK, NEW YORK 10055 -------------------------------------------- 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 SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. 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: 7,110,396 (AS OF SEPTEMBER 30, 1995) 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)
1995 1994 -------------------- 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 -2- 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 ====================
* 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. -3- 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)
1995 1994 --------------------- 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 -4- 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 =====================
* 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. -5- ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1995 AND DECEMBER 31, 1994 (dollars in thousands, except share and per share amounts)
September 30, 1995 December 31, (Unaudited) 1994 ---------------------------- 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 ============================ -6- 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 * ============================
* Adjusted to reflect the common stock dividend declared in March 1995. -7- ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 (dollars in thousands) (unaudited)
1995 1994* --------------------- 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) --------------------- Cash provided by (used in) continuing operations 114,313 (48,400) --------------------- Cash provided by discontinued operations 0 5,502 --------------------- Cash provided by (used in) operations 114,313 (42,898) --------------------- -8- 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) --------------------- Net cash used in investing activities (66,259) (54,479) --------------------- 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 --------------------- Net increase in cash 92,500 14,367 Cash at beginning of period 107,942 109,166 --------------------- 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
* Restated to reflect discontinued operations. -9- 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 ------------- 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. -10- 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 -11- 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 -12- 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 -13- 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 -14- 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., -15- 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. -16- 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) -17- 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. -18- EX-10.1 2 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. 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 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 WOODMEN ACCIDENT AND LIFE COMPANY By:/s/ A.M. McCray ------------------------------- Name: A.M. McCray Title: Vice President and Asst. Treasurer EX-27 3
7 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 1,000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 1,609,184 0 0 659,104 0 0 2,267,097 200,442 410,307 0 4,029,313 1,521,170 0 0 0 385,194 0 0 0 1,261,399 4,029,313 996,178 132,696 2 131,242 210,182 0 0 54,664 13,265 41,399 0 0 0 41,399 5.86 5.86 0 0 0 0 0 0 0
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