-----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, QmZ++MEcbJmTD6HjP6GuStYeYGZ4doGj60MXGoJAeAlMzJ2LrzbqKfeyLfypkLE9 5m3ZwhFgnGri0L6ViaVeCA== 0000950123-01-001556.txt : 20010224 0000950123-01-001556.hdr.sgml : 20010224 ACCESSION NUMBER: 0000950123-01-001556 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010216 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09371 FILM NUMBER: 1549255 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 3201 CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 8-K 1 y44227e8-k.txt ALLEGHANY CORPORATION 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2001 ---------------- Alleghany Corporation ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 1-9371 51-0283071 ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 375 Park Avenue, Suite 3201 New York, New York 10152 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 752-1356 -------------- 1 2 Item 2. Acquisition or Disposition of Assets. On February 1, 2001, Alleghany Corporation ("Alleghany") completed the merger of its wholly-owned subsidiary Alleghany Asset Management, Inc. ("AAM") with a wholly-owned subsidiary of ABN AMRO North America Holding Company ("ABN AMRO") pursuant to an Agreement and Plan of Merger dated as of October 18, 2000, as amended by an Amendment to the Agreement and Plan of Merger dated as of January 17, 2001, and a Closing Agreement dated as of February 1, 2001, by and among ABN AMRO, AAM and Alleghany (collectively, the "Merger Agreement"). Alleghany received $825 million in cash proceeds, subject to a post-closing adjustment based upon AAM's stockholder's equity as provided by the terms of the Merger Agreement. Item 7. Financial Statements and Exhibits. (b) Pro Forma Financial Information. The following unaudited pro forma financial information is attached as Annex A hereto: (i) Alleghany Corporation Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2000. (ii) Alleghany Corporation Unaudited Pro Forma Consolidated Statement of Earnings for the nine months ended September 30, 2000. (iii) Alleghany Corporation Unaudited Pro Forma Consolidated Statement of Earnings for the year ended December 31, 1999. 3 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The unaudited pro forma consolidated balance sheet at September 30, 2000 included in Annex A attached hereto gives effect to the merger of AAM with a wholly-owned subsidiary of ABN AMRO as if the merger had occurred at September 30, 2000, and the unaudited pro forma consolidated statements of earnings for the nine months ending on September 30, 2000 and for the year ended December 31, 1999 included in Annex A attached hereto give effect to such merger as if it had occurred on January 1, 1999. The unaudited pro forma results do not reflect the after-tax gain on the transaction of approximately $473 million. Unaudited pro forma financial information does not purport to be indicative of either the results of future operations or the results of operations that would have occurred had the transaction been consummated on the dates indicated. The unaudited pro forma financial statements included in Annex A attached hereto should be read in conjunction with Alleghany's historical consolidated financial statements and notes thereto previously filed in Alleghany's Annual Report on Form 10-K for the year ended December 31, 1999 and the Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2000. 4 (c) Exhibits. The following are filed or incorporated by reference as exhibits to this report: Exhibit Number Exhibit Description 2.1 Agreement and Plan of Merger dated as of October 18, 2000, by and among ABN AMRO North America Holding Company, Alleghany Asset Management, Inc. and Alleghany Corporation, filed as Exhibit 2.1 to Alleghany's Current Report on Form 8-K for October 18, 2000, is incorporated herein by reference. 2.2 Amendment to the Agreement and Plan of Merger dated as of January 17, 2001, by and among ABN AMRO North America Holding Company, Alleghany Asset Management, Inc. and Alleghany Corporation. Alleghany Corporation agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 2.3 Closing Agreement dated as of February 1, 2001, by and among ABN AMRO North America Holding Company, Alleghany Asset Management, Inc. and Alleghany Corporation. Alleghany Corporation agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 5 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 hereunto duly authorized. ALLEGHANY CORPORATION Date: February 14, 2001 By: /s/ PETER R. SISMONDO ----------------------- Name: Peter R. Sismondo Title: Vice President, Controller, Treasurer and Assistant Secretary 6 ANNEX A UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma consolidated balance sheet at September 30, 2000 gives effect to the merger of Alleghany's wholly-owned subsidiary AAM with a wholly-owned subsidiary of ABN AMRO as if the merger had occurred at September 30, 2000, and the unaudited pro forma consolidated statements of earnings for the nine months ended September 30, 2000 and for the year ended December 31, 1999 give effect to such merger as if it had occurred on January 1, 1999. The unaudited pro forma results do not reflect the after-tax gain on the transaction of approximately $473 million. Unaudited pro forma financial information does not purport to be indicative of either the results of future operations or the results of operations that would have occurred had the transaction been consummated on the dates indicated. The unaudited pro forma financial statements should be read in conjunction with Alleghany's historical consolidated financial statements and notes thereto previously filed in Alleghany's Annual Report on Form 10-K for the year ended December 31, 1999 and Alleghany's Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2000. 7 ALLEGHANY CORPORATION PRO FORMA CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 2000 (UNAUDITED) ($ IN 000'S)
PRO FORMA AAM PRO FORMA BALANCE 9/30/2000 ADJUSTMENTS ADJUSTMENTS SHEET --------- ----------- ----------- ---------- ASSETS Available for sale securities: 09/30/2000 Fixed maturities ---------- U.S. government, government agency and municipal obligations (amortized cost $ 3,505 ) $ 3,457 $ - $ - $ 3,457 Short-term investments (amortized cost $ 525,124 ) 525,124 - - 525,124 Bonds, notes and other (amortized cost $ 7,987 ) 7,980 - - 7,980 Equity securities (cost $ 236,410 ) 427,794 - - 427,794 --------- ----------- ----------- ---------- 964,355 964,355 Cash 1,062 - 825,000 826,062 Premium trust funds 238,928 - - 238,928 Notes receivable 92,156 - - 92,156 Funds held, accounts and other receivables 353,820 - 17,000 370,820 Property and equipment-at cost, less accumulated depreciation and amortization 166,251 - - 166,251 Reinsurance receivable 322,466 - - 322,466 Other assets 530,919 - - 530,919 Net assets of discontinued operations 41,705 (41,705) - - --------- ----------- ----------- ---------- $ 2,711,662 $(41,705) $842,000 $3,511,957 ========= =========== =========== ========== LIABILITIES AND COMMON STOCKHOLDERS' EQUITY Property and casualty losses and LAE 606,616 - - 606,616 Unearned premiums 348,182 - - 348,182 Other liabilities 349,908 - 310,449 660,357 Long-term debt of subsidiaries 243,995 - - 243,995 Net deferred tax liability 12,045 - - 12,045 --------- ----------- ----------- ---------- Total Liabilities 1,560,746 - 310,449 1,871,195 --------- ----------- ----------- ---------- Common stockholders' equity 1,150,916 (41,705) 531,551 1,640,762 --------- ----------- ----------- ---------- Total Liabilities and Equity $ 2,711,662 $ (41,705) $ 842,000 $3,511,957 ========= =========== =========== ========== See accompanying footnotes.
8 ALLEGHANY CORPORATION PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS SEPTEMBER 30, 2000 (UNAUDITED) ($ in 000's, except share amounts)
PRO FORMA AAM URG PRO FORMA STATEMENT 9/30/00 ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS OF EARNINGS --------- ----------- ------------ ----------- ----------- Revenues: Net property and casualty premiums earned $ 289,313 $ - $ (95,965) $ - $ 193,348 Interest, dividend and other income 169,532 - (29,584) - 139,948 Net mineral and filtration sales 154,395 - - - 154,395 Net gain on investment transactions 158,742 - (440) - 158,302 --------- ----------- ------------- ----------- ----------- Total revenues 771,982 - (125,989) - 645,993 --------- ----------- ------------- ----------- ----------- Costs and expenses: Commissions and brokerage expenses 88,468 - (29,991) - 58,477 Salaries, administrative and other operating expenses 209,138 - (41,082) - 168,056 Property and casualty losses & LAE 276,736 - (105,683) - 171,053 Cost of mineral and filtration sales 107,714 - - - 107,714 Interest expense 19,039 - (5,346) - 13,693 Corporate administration 16,010 - - - 16,010 --------- ----------- ------------- ----------- ----------- Total costs and expenses 717,105 - (182,102) - 535,003 --------- ----------- ------------- ----------- ----------- Earnings before income taxes 54,877 - 56,113 - 110,990 Income tax benefit (22,699) - 22,267 - (432) --------- ----------- ------------- ----------- ----------- Net earnings from continuing operations 77,576 - 33,846 - 111,422 Net earnings from discontinued operations 25,004 (25,004) - - - --------- ----------- ------------- ----------- ----------- Net earnings $ 102,580 $ (25,004) $ 33,846 $ - $ 111,422 ========= =========== ============= =========== =========== Basic earnings per share $ 13.93 $ 15.13 ========= =========== Diluted earnings per share $ 13.80 $ 14.99 ========= =========== Average shares outstanding 7,362,148 7,362,148 ========= =========== See accompanying footnotes.
9 ALLEGHANY CORPORATION PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS DECEMBER 31, 1999 (UNAUDITED) ($in 000's, except share amounts)
PRO FORMA AAM URG PRO FORMA STATEMENT 12/31/99 ADJUSTMENTS ADJUSTMENTS ADJUSTMENTS OF EARNINGS -------- ----------- ----------- ----------- ----------- Revenues: Investment management fees $ 165,673 $ (165,673) $ - $ - $ - Net property and casualty premiums earned 719,846 - (498,662) - 221,184 Interest, dividend and other income 200,135 (2,633) (93,037) - 104,465 Net mineral and filtration sales 208,480 - - - 208,480 Net gain on investment transactions 82,029 - (1,521) - 80,508 --------- ----------- ----------- ----------- ----------- Total revenues 1,376,163 (168,306) (593,220) - 614,637 --------- ----------- ----------- ----------- ----------- Costs and expenses: Commissions and brokerage expenses 172,527 - (110,862) - 61,665 Salaries, administrative and other operating expenses 304,197 (114,072) (43,990) - 146,135 Property and casualty losses & LAE 548,459 - (379,615) - 168,844 Cost of mineral and filtration sales 139,107 - - - 139,107 Interest expense 32,337 - (16,031) - 16,306 Corporate administration 17,632 - - - 17,632 --------- ----------- ----------- ----------- ----------- Total costs and expenses 1,214,259 (114,072) (550,498) - 549,689 --------- ----------- ----------- ----------- ----------- Earnings before income taxes 161,904 (54,234) (42,722) - 64,948 Income taxes 61,799 (22,052) (4,927) - 34,820 --------- ----------- ----------- ----------- ----------- Net earnings $ 100,105 $ (32,182) $ (37,795) $ - $ 30,128 --------- ----------- ----------- ----------- ----------- Basic earnings per share* $ 13.39 $ 4.03 ========= =========== Diluted earnings per share* $ 13.19 $ 3.97 ========= =========== Average shares outstanding* 7,477,200 7,477,200 ========= ===========
* Adjusted to reflect the dividend of common stock in March 2000. See accompanying footnotes. 10 FOOTNOTES 1. The merger was completed on February 1, 2001. 2. Alleghany received pre-tax proceeds from ABN AMRO of about $825 million in cash upon the sale of AAM. Pro forma adjustments included approximately $8.9 million of pre-tax transaction expenses, a $0.7 million minimum pension liability and current federal and state income taxes of approximately $301 million. The Company also expects to receive approximately $17 million from ABN AMRO upon the determination of a post-closing adjustment based upon AAM's stockholder's equity as provided by the terms of the Merger Agreement. As such, a $17 million receivable has been booked on the unaudited pro forma consolidated balance sheet. 3. On May 10, 2000, Alleghany completed the sale of its wholly-owned subsidiary Underwriters Re Group, Inc. ("URG") to Swiss Re America Holding Corporation. Unaudited pro forma consolidated financial information regarding the sale of URG is presented in Alleghany's Current Report on Form 8-K filed on May 25, 2000. The unaudited pro forma consolidated statements of earnings for the nine months ended September 30, 2000 and for the year ended December 31, 1999 included in this Annex A exclude URG's results of operations for the periods presented; however, the unaudited pro forma consolidated statement of earnings for the nine months ended September 30, 2000 includes the after-tax gain on sale of URG of $143.8 million. 11 Index to Exhibits Exhibit Number Exhibit Description -------------- ------------------- 2.1 Agreement and Plan of Merger dated as of October 18, 2000, by and among ABN AMRO North America Holding Company, Alleghany Asset Management, Inc. and Alleghany Corporation, filed as Exhibit 2.1 to Alleghany's Current Report on Form 8-K for October 18, 2000, is incorporated herein by reference. 2.2 Amendment to the Agreement and Plan of Merger dated as of January 17, 2001, by and among ABN AMRO North America Holding Company, Alleghany Asset Management, Inc. and Alleghany Corporation. Alleghany Corporation agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. 2.3 Closing Agreement dated as of February 1, 2001, by and among ABN AMRO North America Holding Company, Alleghany Asset Management, Inc. and Alleghany Corporation. Alleghany Corporation agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. EX-2.2 2 y44227ex2-2.txt AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER 1 Exhibit 2.2 AMENDMENT, dated as of January 17, 2001, to the Agreement and Plan of Merger dated as of October 18, 2000 (the "Merger Agreement") by and among ABN AMRO North America Holding Company, a Delaware corporation ("ABN AMRO"), Alleghany Asset Management, a Delaware corporation ("AAM") and Alleghany Corporation, a Delaware corporation ("Alleghany"). W I T N E S S E T H : WHEREAS, ABN AMRO, AAM and Alleghany desire to amend certain provisions of the Merger Agreement; NOW, THEREFORE, for and in consideration of the foregoing premises, the representations, warranties and agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Schedule 2.12 to the Merger Agreement is hereby amended and restated in its entirety as set forth in Exhibit A attached hereto. 2. Schedule 2. 17 to the Merger Agreement is hereby amended and restated in its entirety as set forth in Exhibit B attached hereto. 3. Schedule 4.5 to the Merger Agreement is hereby amended and restated in its entirety as set forth in Exhibit C attached hereto. 4. Exhibit 7.10 to the Merger Agreement is hereby amended and restated in its entirety as set forth in Exhibit D attached hereto. 5. ABN AMRO represents to AAM and Alleghany that (a) it has full corporate power and authority to enter into this Amendment and to consummate the transactions contemplated hereby; (b) the execution, delivery and performance of this Amendment by it have been duly authorized by all requisite corporate action; and (c) this Amendment constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 6. AAM and Alleghany represent to ABN AMRO that (a) they have full corporate power and authority to enter into this Amendment and to consummate the transactions contemplated hereby; (b) the execution, delivery and performance of this Amendment by them have been duly authorized by all requisite corporate action; and (c) this Amendment constitutes their legal, valid and binding obligation, enforceable against them in accordance with its terms. 2 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written ABN AMRO NORTH AMERICA HOLDING COMPANY By: /s/ THOMAS C. HEAGY -------------------- Name: Thomas C. Heagy Title: Chief Financial Officer & Treasurer -2- 3 ALLEGHANY ASSET MANAGEMENT, INC. By: /s/ STUART D. BILTON -------------------- Name: Stuart D. Bilton Title: President ALLEGHANY CORPORATION By: /s/ JOHN J. BURNS, JR. ---------------------- Name: John J. Burns, Jr. Title: President -3- EX-2.3 3 y44227ex2-3.txt CLOSING AGREEMENT 1 Exhibit 2.3 CLOSING AGREEMENT This Closing Agreement (the "Closing Agreement") is made and entered into on February 1, 2001 by and among ABN AMRO North America Holding Company, a Delaware corporation ("ABN AMRO"), Alleghany Asset Management, a Delaware corporation ("AAM") and Alleghany Corporation, a Delaware corporation ("Alleghany"). W I T N E S S E T H : WHEREAS, ABN AMRO, AAM and Alleghany (collectively the "parties") are parties to that certain Agreement and Plan of Merger, dated as of October 18, 2000 and amended as of January 17, 2001 (the "Merger Agreement") pursuant to which AAM will merge with and into a wholly-owned subsidiary of ABN AMRO; and WHEREAS, the parties desire to confirm their mutual understanding and agreement with respect to certain matters in connection with the consummation of the Merger and the Closing of the transactions contemplated by the Merger Agreement; NOW THEREFORE, for and in consideration of the foregoing premises and the agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement. 2. Closing. The Closing shall take place on February 1, 2001. 3. The Closing Date Balance Sheet. The Closing Date Balance Sheet shall be dated as of January 31, 2001. 4. Interest. On the Closing Date, ABN AMRO shall make a payment to Alleghany, in addition to the Merger Consideration, of $134,921.00, which represents interest on the Merger Consideration for one day at a rate of 5.9692465%. Such payment shall be added to the wire transfer of that portion of the Merger Agreement that is being wired to M & I Marshall & Isley Bank. 5. M&C AUM. M&C AUM, as defined in Section 1.6(c) of the Merger Agreement, shall be calculated as set forth in Exhibit 1 hereto. 6. Certain Non-Income Tax Matters. In applying the provisions of Section 9.2(c) (in respect of any Tax which is not an Income Tax) and Section 9.3(a)(ii) of the Merger Agreement and in determining the responsibility of the Stockholder in Section 9.3(b) for any Tax which is not an Income Tax, the term "Closing Date," when used therein or in determining the meaning or application of any other defined term in such sections whose meaning is derived from or depends upon the meaning of the term "Closing Date," shall mean January 31, 2001. 2 7. Schedule 2.17(g). Schedule 2.17(g) is hereby replaced in its entirety by Exhibit 2 hereto, and the information with respect to employees of Montag & Caldwell, Inc. on such Exhibit 2 shall replace Exhibit A to the letter dated October 18, 2000 from the Plan Administrators (as defined in the Montag & Caldwell, Inc. Key Executive Retention Plan) to ABN AMRO. 8. Payroll Letter Agreement. Notwithstanding Section 6.13 of the Merger Agreement, the letter agreement dated December 21, 2000 between Alleghany and AAM, which is attached hereto as Exhibit 3, shall not be cancelled as of the Closing Date but shall continue in accordance with its terms. 9. Representations. Alleghany represents and warrants to ABN AMRO that all transactions contemplated to take place on the Closing Date pursuant to Exhibit 7.10 were made on or before January 31, 2001 and that, on February 1, 2001, AAM will not make any payment outside of the ordinary course of business that would give rise to any Tax that is not an Income Tax. 10. Miscellaneous. (a) Amendments. This Closing Agreement may be amended or modified, and the terms hereof may be waived, only by a writing signed by all parties hereto or, in the case of a waiver, by the party entitled to the benefit of the terms being waived. (b) Assignment; Binding Effect. This Closing Agreement may not be assigned or delegated, in whole or in part, by any party hereto without the prior written consent of the other party hereto, except that the Purchaser shall have the right at any time, without such consent, to assign, in whole or in part, its rights hereunder to any of its affiliates or its direct or indirect wholly owned subsidiaries, provided that such assignment shall not relieve the Purchaser of any of its obligations hereunder. Subject to the foregoing, this Closing Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. (c) Governing Law. This Closing Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof. (d) Reference to and Effect on the Merger Agreement. Upon the effectiveness of this Closing Agreement, each reference in the Merger Agreement to "this Agreement," "hereunder," "hereof," "herein" or words of like import shall mean and be a reference to the Merger Agreement giving effect to the modifications and amendments set forth in this Closing Agreement. (e) Counterparts. This Closing Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. -2- 3 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written. ABN AMRO NORTH AMERICA HOLDING COMPANY By: /s/ THOMAS C. HEAGY ------------------- Name: Thomas C. Heagy Title: Chief Financial Officer and Treasurer ALLEGHANY ASSET MANAGEMENT, INC. By: /s/ SEYMOUR A. NEWMAN --------------------- Name: Seymour A. Newman Title: Vice President and Chief Financial Officer ALLEGHANY CORPORATION By: /s/ DAVID B. CUMING ------------------- Name: David B. Cuming Title: Senior Vice President and Chief Financial Officer -3- -----END PRIVACY-ENHANCED MESSAGE-----