-----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, GR5XUvwEc5IZjjK2LcVIkNx22fKgi52hL06QVM3jPVTzOSoXFDkIoJEcuEmZCTwv gB6PE9zq4eAmo1+uko+4FA== 0000950123-05-009568.txt : 20050808 0000950123-05-009568.hdr.sgml : 20050808 20050808165733 ACCESSION NUMBER: 0000950123-05-009568 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050808 DATE AS OF CHANGE: 20050808 EFFECTIVENESS DATE: 20050808 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-127309 FILM NUMBER: 051006500 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 S-8 1 y11664sv8.txt ALLEGHANY CORPORATION AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 2005 REGISTRATION NO. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------- ALLEGHANY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 51-0283071 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 7 TIMES SQUARE TOWER NEW YORK, NEW YORK 10036 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ALLEGHANY CORPORATION AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN ALLEGHANY CORPORATION 2000 DIRECTORS' STOCK OPTION PLAN ALLEGHANY CORPORATION 2005 DIRECTORS' STOCK PLAN ALLEGHANY CORPORATION SUBSIDIARY DIRECTORS' STOCK OPTION PLAN (FULL TITLE OF THE PLANS) ROBERT M. HART SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ALLEGHANY CORPORATION 7 TIMES SQUARE TOWER NEW YORK, NEW YORK 10036 (212) 752-1356 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF REGISTERED (1) OFFERING PRICE PER SHARE PRICE ) REGISTRATION FEE - ------------------------- ----------------------- ------------------------ ------------------ ---------------- Common Stock, par value 28,487 shares (2) (6) $ 6,436,627.50 (7) $ 758 $1.00 per share Common Stock, par value 35,000 shares (3) (6) $ 6,939,012.50 (7) $ 817 $1.00 per share Common Stock, par value 50,000 shares (4) 307.27(8) $15,363,500.00 (8) $1,809 $1.00 per share Common Stock, par value 7,000 shares (5) (6) $ 1,467,281.40 (7) $ 173 $1.00 per share
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional shares of Common Stock which become issuable pursuant to the provisions of the plans listed above by reason of antidilution and other adjustments. (2) Up to 28,487 shares of Common Stock may be issued under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan. (3) Up to 35,000 shares of Common Stock may be issued under the Alleghany Corporation 2000 Directors' Stock Option Plan. (4) Up to 50,000 shares of Common Stock may be issued under the Alleghany Corporation 2005 Directors' Stock Plan. (5) Up to 7,000 shares of Common Stock may be issued under the Alleghany Corporation Subsidiary Directors' Stock Option Plan. (6) The offering price per share varied from option grant to option grant. (7) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, these amounts were estimated on the basis of the prices at which the options under the plans may be exercised. (8) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, these amounts were estimated on the basis of the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on August 4, 2005. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified by Part I of this Form S-8 registration statement (this "Registration Statement") will be sent or given to participants in the plans listed on the cover of this Registration Statement (the "Plans") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 but taken together, along with the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by Alleghany Corporation (the "Company") are incorporated herein by reference and made a part hereof: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004; (b)(i)The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005; (ii)The Company's Current Reports on Form 8-K filed on January 5, February 8, March 10, April 8, April 21, April 22, April 28, May 23, July 20 and July 25, 2005; and (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10 filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which incorporates by reference certain portions of the Company's Proxy Statement dated November 26, 1986 relating to its Special Meeting of Stockholders held on December 19, 1986; such description is qualified in its entirety by reference to (i) the Company's Restated Certificate of Incorporation, as amended, and (ii) the Company's By-Laws, as amended, incorporated by reference as Exhibits 3.1 and 3.2, respectively, in this Registration Statement, and any amendment or report filed for the purpose of updating that description. 2 All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein or therein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The consolidated financial statements and financial statement schedules of the Company and its subsidiaries included in or incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2004 have been incorporated herein by reference in reliance upon the reports, also incorporated herein by reference, of KPMG LLP, independent registered public accounting firm, given on its authority as experts in accounting and auditing. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Company is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law as to indemnification by the Company of its officers and directors. The general effect of such law is to empower a corporation to indemnify any of its officers and directors against certain expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with certain actions, suits or proceedings (threatened, pending or completed) if the person to be indemnified acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Article Tenth of the Company's Restated Certificate of Incorporation, as amended (which Restated Certificate of Incorporation is incorporated herein by reference as Exhibit 3.1 in this Registration Statement), provides for the indemnification of the Company's officers and directors in accordance with the Delaware General Corporation Law, and includes, as permitted by the Delaware General Corporation Law, certain limitations on the potential personal liability of members of the Company's Board of 3 Directors for monetary damages as a result of actions taken in their capacity as Board members. The directors and officers of the Company are covered by insurance policies indemnifying them against certain liabilities arising under the Securities Act, which might be incurred by them in such capacities. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following are filed as exhibits hereto.
Exhibit Number Description - -------------- -------------------------------------------- 3.1 The Company's Restated Certificate of Incorporation, as amended by Amendment accepted and received for filing by the Secretary of State of the State of Delaware on June 23, 1988, filed as Exhibit 20 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, is incorporated herein by reference. 3.2 The Company's By-Laws, as amended September 21, 2004, filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, are incorporated herein by reference. 4.1 Alleghany Corporation Amended and Restated Directors' Stock Option Plan effective as of April 20, 1993, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, is incorporated herein by reference. 4.2 Alleghany Corporation 2000 Directors' Stock Option Plan effective as of April 28, 2000, included as Exhibit A to the Company's Proxy Statement dated March 27, 2000 filed in connection with its Annual Meeting of Stockholders held on April 28, 2000, is incorporated herein by reference. 4.3 Alleghany Corporation 2005 Directors' Stock Plan effective as of April 22, 2005, included as Exhibit A to the Company's Proxy Statement dated March 9, 2005 filed in connection with its Annual Meeting of Stockholders held on April 22, 2005, is incorporated herein by reference.
4 4.4 Alleghany Corporation Subsidiary Directors' Stock Option Plan. 5 Opinion of Dewey Ballantine LLP. 23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto). 23.2 Consent of KPMG LLP. 24 Powers of Attorney.
Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the indemnification provisions summarized in Item 6 above or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 6 SIGNATURES 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 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 August 8, 2005. ALLEGHANY CORPORATION By: /s/ Weston M. Hicks -------------------------------------- Weston M. Hicks President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Date: August 8, 2005 By: * -------------------------------------- Rex D. Adams Director Date: August 8, 2005 By: * -------------------------------------- John J. Burns, Jr. Vice Chairman of the Board and Director Date: August 8, 2005 By: * -------------------------------------- Dan R. Carmichael Director Date: August 8, 2005 By: /s/ Roger B. Gorham -------------------------------------- Roger B. Gorham Senior Vice President-Finance (principal financial officer) Date: August 8, 2005 By: /s/ Weston M. Hicks -------------------------------------- Weston M. Hicks President and Director (principal executive officer) 7 Date: August 8, 2005 By: * -------------------------------------- Thomas S. Johnson Director Date: August 8, 2005 By: * -------------------------------------- Allan P. Kirby, Jr. Director Date: August 8, 2005 By: * -------------------------------------- F.M. Kirby Chairman of the Board and Director Date: August 8, 2005 By: * -------------------------------------- William K. Lavin Director Date: August 8, 2005 By: * -------------------------------------- Roger Noall Director Date: August 8, 2005 By: /s/ Peter R. Sismondo -------------------------------------- Peter R. Sismondo Vice President, Controller, Treasurer and Assistant Secretary (principal accounting officer) Date: August 8, 2005 By: * -------------------------------------- James F. Will Director *By: /s/ Weston M. Hicks ------------------------ Weston M. Hicks Attorney-in-Fact 8 INDEX TO EXHIBITS
Exhibit Number Description - -------------- -------------------------------------------- 3.1 The Company's Restated Certificate of Incorporation, as amended by Amendment accepted and received for filing by the Secretary of State of the State of Delaware on June 23, 1988, filed as Exhibit 20 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, is incorporated herein by reference. 3.2 The Company's By-Laws, as amended September 21, 2004, filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, are incorporated herein by reference. 4.1 Alleghany Corporation Amended and Restated Directors' Stock Option Plan effective as of April 20, 1993, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, is incorporated herein by reference. 4.2 Alleghany Corporation 2000 Directors' Stock Option Plan effective as of April 28, 2000, included as Exhibit A to the Company's Proxy Statement dated March 27, 2000 filed in connection with its Annual Meeting of Stockholders held on April 28, 2000, is incorporated herein by reference. 4.3 Alleghany Corporation 2005 Directors' Stock Plan effective as of April 22, 2005, included as Exhibit A to the Company's Proxy Statement dated March 9, 2005 filed in connection with its Annual Meeting of Stockholders held on April 22, 2005, is incorporated herein by reference. 4.4 Alleghany Corporation Subsidiary Directors' Stock Option Plan. 5 Opinion of Dewey Ballantine LLP. 23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto). 23.2 Consent of KPMG LLP. 24 Powers of Attorney.
9 EX-4.4 2 y11664exv4w4.txt SUBSIDIARY DIRECTORS' STOCK OPTION PLAN ALLEGHANY CORPORATION SUBSIDIARY DIRECTORS' STOCK OPTION PLAN 1. PURPOSE. The purpose of the Alleghany Corporation Subsidiary Directors' Stock Option Plan (the "Plan") is to advance the interests of Alleghany Corporation (the "Corporation"), its Subsidiaries (as defined below) and its stockholders by encouraging increased stock ownership by members of the boards of directors of the Subsidiaries who are not employees or directors of the Corporation or employees of any of the Subsidiaries, in order to promote long-term stockholder value through continuing ownership of the Corporation's common stock. 2. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Corporation (the "Committee"). The Committee shall have all the powers vested in it by the terms of the Plan, such powers to include selecting the Non-Employee Subsidiary Directors (as defined below) who shall receive awards of nonqualified stock options made under the Plan ("Options"), determining the amount of Options to be awarded and the terms and conditions of awards of Options, and prescribing the form of the agreement embodying awards of Options, all within the limitations described herein. The Committee shall have the power to construe the Plan, to determine all questions arising thereunder and, subject to the provisions of the Plan, to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Committee in the administration of the Plan shall be final and conclusive. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. No member of the Committee shall be liable for anything done or omitted to be done by him or her or by any other member of the Committee in connection with the Plan, except for his or her own willful misconduct or as expressly provided by statute. 3. PARTICIPATION. Each member of a board of directors of any Subsidiary of the Corporation who is not an employee or director of the Corporation or an employee of any of the Subsidiaries (a "Non-Employee Subsidiary Director") shall be eligible to receive Options under the Plan. As used herein, the term "Subsidiary" means any corporation at least 40 percent of whose outstanding voting stock is owned, directly or indirectly, by the Corporation. 4. AWARDS UNDER THE PLAN. (a) Types of Awards. Awards under the Plan shall consist only of Options, which are rights to purchase shares of common stock, par value $1.00 per share, of the Corporation (the "Common Stock" ). Such Options are subject to the terms, conditions and restrictions specified in Paragraph 5 below. (b) Maximum Number of Shares That May Be Issued. There may be issued under the Plan pursuant to the exercise of Options an aggregate of not more than 25,000 shares of Common Stock, subject to adjustment as provided in Paragraph 6 below. (c) Rights With Respect to Shares. A Non-Employee Subsidiary Director to whom an Option is granted (and any person succeeding to such a Non-Employee Subsidiary Director's rights pursuant to the Plan) shall have no rights as a stockholder with respect to any shares of Common Stock issuable pursuant to any such Option until the date of the issuance of a stock certificate to him or her for such shares. Except as provided in Paragraph 6 below, no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued. 5. NONQUALIFIED STOCK OPTIONS. Each Option granted under the Plan shall be evidenced by an agreement in such form as the Committee shall prescribe from time to time in accordance with the Plan and shall comply with the following terms and conditions: (a) The Option exercise price shall be the fair market value of the shares of Common Stock subject to such Option on the date the Option is granted, which shall be the average of the high and the low sales prices of a share of Common Stock on the date of grant as reported on the New York Stock Exchange Composite Transactions Tape or, if the New York Stock Exchange is closed on that date, on the last preceding date on which the New York Stock Exchange was open for trading. (b) Subject to Section 5(d) hereof and except as otherwise determined by the Committee, the Option shall have a term of 10 years from the date it is granted. (c) The Option shall be transferable only by will or the laws of descent and distribution, and shall be exercisable during the optionee's lifetime only by him or her. (d) The Option shall not be exercisable: (i) before the expiration of one year from the date it is granted or after the expiration of ten years from the date it is granted and may be exercised during such period as follows: one-third (33-1/3 percent) of the total number of shares of Common Stock covered by the Option shall become exercisable each year beginning with the first anniversary of the date it is granted; provided that an Option shall automatically become immediately exercisable in full when the Non-Employee Subsidiary Director ceases to be a Non-Employee Subsidiary Director for any reason other than death; (ii) unless payment in full is made for the shares of Common Stock being acquired thereunder at the time of exercise; such payment shall be made (A) in United States dollars by cash or check, or -2- (B) in lieu thereof, by tendering to the Corporation shares of Common Stock owned by the person exercising the Option and having a fair market value equal to the cash exercise price applicable to such Option, such fair market value to be the average of the high and the low sales prices of a share of Common Stock on the date of exercise as reported on the New York Stock Exchange Composite Transactions Tape, or, if the New York Stock Exchange is closed on that date, on the last preceding date on which the New York Stock Exchange was open for trading, or (C) by a combination of United States dollars and shares of Common Stock as aforesaid; and (iii) unless the person exercising the Option has been, at all times during the period beginning with the date of grant of the Option and ending on the date of such exercise, a Non-Employee Subsidiary Director, except that (A) if such person shall cease to be such a Non-Employee Subsidiary Director for reasons other than death, while holding an Option that has not expired and has not been fully exercised, such person, at any time within one year of the date he or she ceased to be such a Non-Employee Subsidiary Director (but in no event after the Option has expired under the provisions of subparagraph 5(d)(i) above), may exercise the Option with respect to any shares of Common Stock as to which he or she has not exercised the Option on the date he or she ceased to be such a Non-Employee Subsidiary Director; or (B) if any person to whom an Option has been granted shall die holding an Option that has not been fully exercised, his or her executors, administrators, heirs or distributees, as the case may be, may, at any time within one year after the date of such death (but in no event after the Option has expired under the provisions of subparagraph 5(d)(i) above), exercise the Option with respect to any shares of Common Stock as to which the decedent could have exercised the Option at the time of his or her death. 6. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the outstanding shares of Common Stock by reason of any stock split, stock dividend, recapitalization, merger, consolidation, reorganization, combination or exchange of shares or other similar event, the number or kind of shares that may be issued under the Plan pursuant to subparagraphs 4(a) and 4(b) above shall be automatically adjusted to give effect to the occurrence of such event, and the number or kind of shares subject to, or the Option exercise price per share under, any outstanding Option shall be automatically adjusted so that the proportionate interest of the participant shall be maintained as before the occurrence of such event; such adjustment in outstanding Options shall be made without change in the total Option exercise price applicable to the unexercised portion of such -3- Options and with a corresponding adjustment in the Option exercise price per share, and such adjustment shall be conclusive and binding for all purposes of the Plan. 7. MISCELLANEOUS PROVISIONS. (a) Except as expressly provided for in the Plan, no Non-Employee Subsidiary Director or other person shall have any claim or right to be granted an Option under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Non-Employee Subsidiary Director any right to be retained in the service of a Subsidiary. (b) A participant's rights and interest under the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise (except, in the event of a participant's death, by will or the laws of descent and distribution), including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no such right or interest of any participant in the Plan shall be subject to any obligation or liability of such participant. (c) No shares of Common Stock shall be issued hereunder unless counsel for the Corporation shall be satisfied that such issuance will be in compliance with applicable federal, state and other securities laws. (d) It shall be a condition to the obligation of the Corporation to issue shares of Common Stock upon exercise of an Option, that the participant (or any beneficiary or person entitled to act under subparagraph 5(d)(iii)(B) above) pay to the Corporation, upon its demand, such amount as may be requested by the Corporation for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, the Corporation may refuse to issue shares of Common Stock. (e) The expenses of the Plan shall be borne by the Corporation. (f) The Plan shall be unfunded. The Corporation shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the issuance of shares upon exercise of any Option under the Plan and issuance of shares upon exercise of Options shall be subordinate to the claims of the Corporation's general creditors. (g) By accepting any Option or other benefit under the Plan, each participant and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, the Plan, the terms and conditions of any agreement embodying awards of Options and any action taken under the Plan by the Corporation or the Committee. (h) The appropriate officers of the Corporation shall cause to be filed any reports, returns or other information regarding Options hereunder or any shares of Common Stock issued pursuant hereto as may be required by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or any other applicable statute, rule or regulation. -4- 8. AMENDMENT OR DISCONTINUANCE. The Plan may be amended by the Committee at any time and from time to time as the Committee shall deem advisable. No amendment of the Plan shall materially and adversely affect any right of any participant with respect to any Option theretofore granted without such participant's written consent. 9. TERMINATION. The Plan shall terminate upon the earlier of the following dates or events to occur: (a) upon the adoption of a resolution of the Board terminating the Plan; or (b) [July 31, 2003]. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his or her consent, under any Option theretofore granted under the Plan. July 21, 1998 -5- EX-5 3 y11664exv5.txt OPINION OF DEWEY BALLANTINE LLP [Dewey Ballantine Letterhead] August 8, 2005 Alleghany Corporation 7 Times Square Tower 17th Floor New York, New York 10036 Re: Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 8, 2005 Dear Ladies and Gentlemen: We have acted as counsel for Alleghany Corporation, a Delaware corporation ("Alleghany"), in connection with the registration by Alleghany under the Securities Act of 1933, as amended (the "Act"), of 120,487 shares of common stock, par value $1.00 per share (the "Shares"), of Alleghany offered or to be offered pursuant to the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan (the "Plans") under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 8, 2005 (the "Registration Statement"). We are familiar with the proceedings of Alleghany relating to the authorization and issuance of the Shares. In addition, we have made such further examinations of law and fact as we have deemed appropriate in connection with the opinion hereinafter set forth. We express no opinion as to the law of any jurisdiction other than the General Corporation Law of the State of Delaware. Based upon the foregoing, we are of the opinion that the Shares to be offered pursuant to the Plans have been duly authorized and, when issued in accordance with the resolutions of the Board of Directors of Alleghany authorizing such issuance, will be validly issued, fully paid and nonassessable. The foregoing opinion is rendered as of the date hereof, and we assume no obligation to update such opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come Alleghany Corporation August 8, 2005 Page 2 within the category of persons whose consent is required under Section 7 of the Act, or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Dewey Ballantine LLP EX-23.2 4 y11664exv23w2.txt CONSENT OF KPMG LLP Consent of Independent Registered Public Accounting Firm The Board of Directors Alleghany Corporation: We consent to the use of our reports dated March 8, 2005, with respect to the consolidated balance sheets of Alleghany Corporation as of December 31, 2004 and 2003, and the related consolidated statements of earnings, changes in common stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2004, and all related financial statement schedules, management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004, incorporated herein by reference and to the reference to our firm as experts. /s/ KPMG LLP New York, New York August 8, 2005 EX-24 5 y11664exv24.txt POWERS OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 17th day of July, 2005. /s/ Rex D. Adams --------------------------- Rex D. Adams POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ John J. Burns, Jr. --------------------------- John J. Burns, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ Dan R. Carmichael --------------------------- Dan R. Carmichael POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ Thomas S. Johnson --------------------------- Thomas S. Johnson POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ Allan P. Kirby, Jr. --------------------------- Allan P. Kirby, Jr. POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ F.M. Kirby --------------------------- F.M. Kirby POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ William K. Lavin --------------------------- William K. Lavin POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ Roger Noall --------------------------- Roger Noall POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint WESTON M. HICKS and ROBERT M. HART, and each of them, with full powers of substitution, his true and lawful attorneys-in-fact and agents to do any and all acts and things and to execute any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable to enable Alleghany Corporation, a Delaware corporation, to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of the number of shares of Common Stock, par value $1.00 per share, of Alleghany Corporation that may be issued upon the exercise of options granted under the Alleghany Corporation Amended and Restated Directors' Stock Option Plan, Alleghany Corporation 2000 Directors' Stock Option Plan, Alleghany Corporation 2005 Directors' Stock Plan and Alleghany Corporation Subsidiary Directors' Stock Option Plan, including specifically, but without limitation thereof, power and authority to sign the undersigned's name as director of Alleghany Corporation to the Registration Statement to be filed with the Securities and Exchange Commission and any amendment, supplement or update thereto in respect of such shares of Common Stock of Alleghany Corporation and to any documents filed as part of or in connection with said Registration Statement or amendments, supplements or updates; and the undersigned does hereby ratify and confirm all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has subscribed these presents on the 19th day of July, 2005. /s/ James F. Will --------------------------- James F. Will -----END PRIVACY-ENHANCED MESSAGE-----