-----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, VSEy0KjUHx8vvuJv+ljlyxnm6PC/tWQFGhsnpFuc3tc5sfD6+cq164bROdd2gy98 HhLMjDObvzg4hgqk5uhkKg== 0000950123-06-007810.txt : 20060619 0000950123-06-007810.hdr.sgml : 20060619 20060619060151 ACCESSION NUMBER: 0000950123-06-007810 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060619 DATE AS OF CHANGE: 20060619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 510283071 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-134996 FILM NUMBER: 06911512 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 424B3 1 y22129be424b3.htm FORM 424B3 424B3
 

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where such offer or sale is not permitted.
 
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333
Subject to Completion
Preliminary Prospectus Supplement dated June 19, 2006
to Prospectus dated June 14, 2006, as previously supplemented by
Preliminary Prospectus Supplement dated June 14, 2006
 
PROSPECTUS SUPPLEMENT
(To prospectus dated June 14, 2006)
 
      Shares
 
ALLEGHANY CORPORATION
 
     % Mandatory Convertible Preferred Stock
 
 
 
 
This Preliminary Prospectus Supplement supplements Alleghany Corporation’s Prospectus dated June 14, 2006, and supersedes and replaces in its entirety the last paragraph on page S-45 of the Preliminary Prospectus Supplement dated June 14, 2006 in the section captioned “Description of the Mandatory Convertible Preferred Stock — Anti-dilution Adjustments.” Such paragraph is hereby superseded and replaced in its entirety with the following paragraph:
 
In the event of (a) any consolidation or merger of us with or into another person (other than a merger or consolidation in which we are the surviving company and in which our Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of us or another person), (b) any sale, transfer, lease or conveyance to another person of all or substantially all of our property and assets, (c) any reclassification of our Common Stock into securities other than our Common Stock, or (d) any statutory exchange of our securities with another person (other than in connection with a merger or acquisition) (herein referred to as “Reorganization Events”), each of the shares of our Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of our Preferred Stock, become convertible into the kind and amount of securities, cash and other property receivable in such Reorganization Event (without interest thereon and without any right to dividends or distributions thereon which have a record date prior to the date such shares of Preferred Stock are actually converted) per share of Common Stock by a holder of our Common Stock that was not a counterparty to the Reorganization Event or an affiliate of such counterparty and that received the kind and amount of consideration received by the holders of the greatest number of shares of our Common Stock that have made an election, if any, as to the kind or amount of consideration receivable upon such Reorganization Event. Holders have the right to convert their Preferred Stock early in the event of certain cash mergers as described under “— Conversion upon Cash Acquisition; Cash Acquisition Dividend Make-Whole Amount” above.
 
This Preliminary Prospectus Supplement should be read in conjunction with the Prospectus dated June 14, 2006 and the Preliminary Prospectus Supplement dated June 14, 2006.
 
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Preliminary Prospectus Supplement dated June 14, 2006. All of the other portions of the Preliminary Prospectus Supplement dated June 14, 2006 remain unchanged.
 
 
 
 
The date of this prospectus supplement is June      , 2006.

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