-----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, MqOaDj1lz0TJl/g2aAcPHpNgLkQMPwur7vKLYxyP2Z3IBDMnUJGFEPdLXGS1KozJ x53AtB5LQMA3docQsVbuQA== 0000950123-99-003259.txt : 19990414 0000950123-99-003259.hdr.sgml : 19990414 ACCESSION NUMBER: 0000950123-99-003259 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990413 EFFECTIVENESS DATE: 19990413 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: SEC FILE NUMBER: 333-76159 FILM NUMBER: 99592714 BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2127521356 MAIL ADDRESS: STREET 1: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 S-8 1 ALLEGHANY CORPORATION 1 As filed with the Securities and Exchange Commission on April 13, 1999 Registration Number 333-_______ 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 or other (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 375 Park Avenue 10152 New York, New York (Zip Code) (Address of Principal Executive Offices) UNDERWRITERS RE GROUP, INC. 1998 STOCK OPTION PLAN (Full Title of the Plan) Robert M. Hart, Esq. Senior Vice President, General Counsel and Secretary Alleghany Corporation 375 Park Avenue New York, New York 10152 (212) 752-1356 (Name, address and telephone number of agent for service) Copies to: Linda E. Ransom, Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019-6092 (212) 259-8000 2 CALCULATION OF REGISTRATION FEE
========================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF BE REGISTERED REGISTERED (1) UNIT (2) PRICE (2) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share 42,097 $79.22192 $3,335,005 $927.13 ==========================================================================================================================
(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Underwriters Re Group, Inc. 1998 Stock Option Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization of or by the Registrant which results in an increase in the number of the Registrant's outstanding shares of Common Stock or shares issuable pursuant to the options. (2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee, the proposed maximum offering price per unit was computed by multiplying the exercise price of each option granted under the Plan by the number of shares issuable upon exercise of such option, adding those results together and dividing that sum by the total number of shares issuable upon exercise of all options granted under the Plan. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission by Alleghany Corporation ("Alleghany") (File No. 1-9371) are incorporated herein by reference and made a part hereof: (a) Alleghany's Annual Report on Form 10-K for the fiscal year ended December 31, 1998; and (b) the description of the Common Stock of Alleghany contained in its 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 Alleghany'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 the (i) Restated Certificate of Incorporation of Alleghany, 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 Alleghany's Quarterly Report on Form 10-Q for the quarter ended June 30, 1988, and (ii) By-Laws of Alleghany, as amended April 18, 1995, filed as Exhibit 3.1 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, and any amendment or report filed for the purpose of updating that description. All documents filed by Alleghany pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. The consolidated financial statements and financial statement schedules of Alleghany and its subsidiaries included in or incorporated by reference in Alleghany's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 have been incorporated herein by reference in reliance upon the reports, also incorporated herein by reference, of KPMG LLP, independent auditors, given on their authority as experts in auditing and accounting. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. II-1 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Alleghany is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law as to indemnification by Alleghany 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 Alleghany's Restated Certificate of Incorporation, as amended, provides for the indemnification of Alleghany'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 Alleghany's Board of Directors for monetary damages as a result of actions taken in their capacity as Board members. The directors and officers of Alleghany are covered by insurance policies indemnifying them against certain liabilities arising under the Securities Act of 1933, as amended, which might be incurred by them in such capacities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. The documents listed hereunder are filed as exhibits hereto.
Exhibit Number Description - -------------- ----------- 4 Underwriters Re Group, Inc. 1998 Stock Option Plan. 5 Opinion and Consent of Dewey Ballantine LLP. 23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto). 23.2 Consent of KPMG LLP. 23.3 Consent of Wilde Sapte. 24 Powers of Attorney.
II-2 5 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 of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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. (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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 II-3 6 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 Act and will be governed by the final adjudication of such issue. II-4 7 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 the 13th day of April, 1999. ALLEGHANY CORPORATION By: /s/ John J. Burns, Jr. --------------------------------------- John J. Burns, Jr. 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 dates indicated. Date: April 13, 1999 By: /s/ John J. Burns, Jr. ------------------------------------ John J. Burns, Jr. President and Director (principal executive officer) Date: April 13, 1999 By: * ------------------------------------ Dan R. Carmichael Director Date: April 13, 1999 By: /s/ David B. Cuming ------------------------------------ David B. Cuming Senior Vice President (principal financial officer) Date: April 13, 1999 By: * ------------------------------------ Thomas S. Johnson Director Date: April 13, 1999 By: * ------------------------------------ Allan P. Kirby, Jr. Director 8 Date: April 13, 1999 By: * ------------------------------------ F.M. Kirby Chairman of the Board and Director Date: April 13, 1999 By: * ------------------------------------ William K. Lavin Director Date: April 13, 1999 By: * ------------------------------------ Roger Noall Director Date: April 13, 1999 By: /s/ Peter R. Sismondo ------------------------------------ Peter R. Sismondo Vice President, Controller, Treasurer and Assistant Secretary (principal accounting officer) Date: April 13, 1999 By: * ------------------------------------ James F. Will Director Date: April 13, 1999 By: * ------------------------------------ Paul F. Woodberry Director *By: /s/ John J. Burns, Jr. ------------------------------------ John J. Burns, Jr. Attorney-in-Fact 9 INDEX TO EXHIBITS
Exhibit Number Description - -------------- ----------- 4 Underwriters Re Group, Inc. 1998 Stock Option Plan. 5 Opinion and Consent of Dewey Ballantine LLP. 23.1 Consent of Dewey Ballantine LLP (included in Exhibit 5 hereto). 23.2 Consent of KPMG LLP. 23.3 Consent of Wilde Sapte. 24 Powers of Attorney.
EX-4 2 UNDERWRITERS RE GROUP, INC. 1998 STOCK OPTION PLAN 1 Exhibit 4 UNDERWRITERS RE GROUP, INC. 1998 STOCK OPTION PLAN 1. Definitions. In this Plan, except where the context otherwise indicates, the following definitions apply: a. "Alleghany" means Alleghany Corporation, a Delaware corporation. b. "Board" means the Board of Directors of the Corporation. c. "Code" means the Internal Revenue Code of 1986, as amended. d. "Committee" means the compensation committee of the Board, consisting of directors who are not employees of the Corporation or a Subsidiary. e. "Common Stock" means the common stock, par value $1.00 per share, of Alleghany. f. "Corporation" means Underwriters Re Group, Inc., a Delaware corporation, and any successor thereto. g. "Date of Exercise" means the date on which the Corporation receives notice of the exercise of an Option and payment therefor in accordance with the terms of Article 6. h. "Exercise Price" means the price per share of Alleghany Common Stock at which an Option may be exercised. i. "Fair Market Value" means the mean of the high and low sales prices of Alleghany Common Stock on the relevant date as reported on the New York Stock Exchange, or, if no sale is made on such date, the average of the mean of the high and low sales prices of Alleghany Common Stock on the next preceding day and the next succeeding day on which sales were made as reported on the New York Stock Exchange. j. "Option" means an option to purchase shares of Alleghany Common Stock granted in accordance with the terms of Article 5. k. "Option Agreement" means the written agreement evidencing the grant of an Option hereunder. l. "Optionee" means an employee of Venton to whom an Option is granted. m. "Permanent disability" means the inability of the Optionee, as a result of physical or mental illness or incapacity, to perform his duties with the 2 Corporation or a Subsidiary for a period of four consecutive months or for an aggregate of more than six months in any twelve-month period. n. "Plan" means the Underwriters Re Group, Inc. 1998 Stock Option Plan. o. "Predecessor Option" to an Option means a warrant or an option to purchase Class C shares of Venton, which is exchanged for such Option and cancelled prior to the issuance of such Option. p. "Subsidiary" means a corporation at least 50 percent of the total combined voting power of all classes of stock of which is owned by the Corporation, either directly or through one or more other Subsidiaries. q. "Venton" means Venton Holdings Ltd., a wholly owned Subsidiary. 2. Purpose. The Plan is intended to provide Options in exchange for Predecessor Options, for the purpose of implementing the provisions of the agreement relating to the acquisition of Venton by the Corporation, which contemplated such exchange, and to eliminate the minority interests in Venton and provide a more marketable security to the Optionees. 3. Administration. The Plan shall be administered by the Committee. In addition to any other powers granted to the Committee, it shall have the following powers, subject to the express provisions of the Plan: a. to select Optionees, determine the amount of Options granted to them in accordance with the terms of Article 5 and determine the terms and conditions of such grants; b. to construe and interpret the Plan and the Option Agreements; c. to provide for income tax withholding, including, without limitation, through retention of shares of Alleghany Common Stock otherwise issuable upon the exercise of an Option or by delivery of shares of Alleghany Common Stock to the Corporation by the Optionee, to the extent and under such terms and conditions as the Committee deems appropriate; and d. to make all other determinations and take all other actions necessary or advisable for the administration of the Plan. Any determinations made or actions taken by the Committee pursuant to the Plan shall be binding and final. Any powers granted to the Committee shall also be exercisable by the Board. -2- 3 4. Eligibility. Options may be granted only to employees of Venton and its subsidiaries as of October 23, 1998 who hold Predecessor Options. 5. Awards. a. There may be issued under the Plan pursuant to the exercise of Options an aggregate of not more than 42,097 shares of Alleghany Common Stock, subject to adjustment as provided in the Plan. b. Options shall be forfeited by the Optionee to the extent not exercisable upon termination of the Optionee's employment with the Corporation or a Subsidiary for any reason. c. To the extent not inconsistent with the terms of their Predecessor Options, Options shall expire if not exercised prior to the earliest of (i) the expiration date of the Predecessor Option, (ii) three months after termination of the Optionee's employment with the Corporation or a Subsidiary for any reason except death or permanent disability, and (iii) one year after termination of the Optionee's employment with the Corporation or a Subsidiary by reason of death or permanent disability. d. The Exercise Price may be paid in cash, shares of Alleghany Common Stock valued at the Fair Market Value thereof on the Date of Exercise, or a combination of cash and shares of Alleghany Common Stock so valued. e. No Option may be granted as an incentive stock option under Section 422 of the Code. f. Each grant of Options under the Plan shall be evidenced by an Option Agreement substantially in the form of Appendix I to the Plan, and shall be executed by any officer of the Corporation and by the Optionee. g. Subject to the terms of the Plan, all other terms of Options shall be as determined by the Committee in its sole discretion and Options shall contain such other conditions, not inconsistent with the foregoing, as may be determined by the Committee. 6. Exercise. An Option may, subject to the provisions of the Option Agreement under which it was granted (including withholding provisions), be exercised in whole or in part by delivery to the Corporation of written notice of exercise, in such form as the Committee may prescribe, accompanied by full payment for the shares of Alleghany Common Stock with respect to which such Option is exercised. -3- 4 7. Restrictions on Transfer and Exercise. Options shall be subject to such restrictions on transfer and exercise as provided in the Option Agreement. 8. Capital Adjustments. The number and class of shares of Alleghany Common Stock subject to each Option and the Exercise Price thereof shall be subject to such adjustment, if any, as the Committee in its sole discretion deems appropriate to reflect such events as stock dividends, stock splits, recapitalizations, mergers, consolidations or reorganizations of or by Alleghany, subject to the approval of the Compensation Committee of the Board of Directors of Alleghany. 9. Termination and Amendment. The Board shall have the power to terminate the Plan and to amend it in any respect, provided that no such termination or amendment shall adversely affect the rights or obligations of an Optionee with respect to any Option previously granted under the Plan. 10. Modification, Extension and Renewal of Options. Subject to the terms and conditions of the Plan, the Committee may modify, extend or renew outstanding Options or accept the surrender of outstanding Options (to the extent not theretofore exercised) granted under the Plan and authorize the granting of new Options in substitution therefor on such terms consistent with the Plan as the Committee may specify; provided, however, that no modification of an Option granted under the Plan shall, without the consent of the Optionee, alter or impair any of such Optionee's rights or obligations. 11. General Provisions. a. The establishment of the Plan shall not confer upon any Optionee any legal or equitable right against the Corporation, any Subsidiary, Alleghany or the Committee, except as expressly provided in the Plan. b. The Plan does not constitute inducement or consideration for the employment or service of any Optionee, nor is it a contract between the Corporation, any Subsidiary or Alleghany and any Optionee. Participation in the Plan shall not give an Optionee any right to be retained in the service or employ of the Corporation, any Subsidiary or Alleghany. c. The interests of any Optionee under the Plan or any Option are not subject to the claims of creditors and may not, in any way, be assigned, alienated or encumbered. d. The Plan shall be governed, construed and administered in accordance with the laws of the State of Delaware. -4- 5 Appendix I UNDERWRITERS RE GROUP, INC. Nonstatutory Stock Option Agreement Under 1998 Stock Option Plan Option Agreement No: Optionee: Date of Grant: October 23, 1998 Exercise Price: Number of Shares of Alleghany Common Stock: 1. Definitions. This Option Agreement evidences the grant of an Option under the 1998 Stock Option Plan (the "Plan") adopted by Underwriters Re Group, Inc. (the "Corporation"). All terms used in this Option Agreement which are not defined herein shall have the meanings given to them in the Plan. 2. Grant of Option. Pursuant to the Plan and subject to the terms and conditions of this Option Agreement, the Corporation hereby grants to _______ (the "Optionee") the right ("Option") to purchase ________shares of common stock, par value $1.00 per share ("Common Stock"), of Alleghany Corporation ("Alleghany") from the Corporation at the purchase price of $___ per share (the "Option Price"), as the same may be adjusted from time to time pursuant to the terms of the Plan. This Option has been granted in exchange for and upon cancellation of Predecessor Options to purchase ____ Class C shares of Venton. 3. Subject to the Plan. The Option evidenced by this Option Agreement and the exercise thereof are subject to the terms and conditions of the Plan, which is incorporated herein by reference and made a part hereof. 4. Terms of the Option. a. Type of Option. The Option is intended to be a nonstatutory stock option, and is not an incentive stock option within the meaning of section 422 of the Code. b. Option Period. The Option may be exercised with respect to full shares of Alleghany Common Stock (and no fractional shares shall be issued) as follows: 6 (i) in addition to the terms set forth herein, the Option shall have all of the terms of its Predecessor Option; (ii) the Option shall be forfeited by the Optionee to the extent not exercisable upon termination of the Optionee's employment with the Corporation or a Subsidiary for any reason; and (iii) to the extent not inconsistent with the terms of its Predecessor Option, the Option shall expire if not exercised prior to the earliest of (1) the expiration date of the Predecessor Option, (2) three months after termination of the Optionee's employment with the Corporation or a Subsidiary for any reason except death or permanent disability, and (3) one year after termination of the Optionee's employment with the Corporation or a Subsidiary by reason of death or permanent disability. For purposes hereof, the term "permanent disability" means the inability of the Optionee, as a result of physical or mental illness or incapacity, to perform his duties with the Corporation or a Subsidiary for a period of four consecutive months or for an aggregate of more than six months in any twelve-month period. 5. Restrictions on the Transfer of Options. The Optionee shall not, and no action taken by the Optionee shall be effective to, directly or indirectly, sell, distribute, transfer, assign, pledge, hypothecate or otherwise dispose of or encumber the Option or any interest therein (all of which acts shall be deemed included in the term "transfer" as used in this Option, Agreement), except that transfer of the Option is permitted (i) to the Corporation or Alleghany upon their consent, or (ii) to the Optionee's executors, administrators, testamentary trustees, legatees or beneficiaries (collectively, the "Optionee's Estate") upon the Optionee's death, provided that the Optionee's Estate agrees to be bound by the terms of this Option Agreement. 6. Exercise. a. Notice. The Option shall be exercised, in whole or in part, by the delivery to the Corporation of written notice of such exercise, in such form as the Committee may from time to time prescribe, accompanied by (i) full payment of the Exercise Price with respect to that portion of the Option being exercised, and (ii) full payment of any amounts required to be withheld pursuant to applicable income tax laws in connection with such exercise. The date that such notice and the required payments are received by the Corporation shall be the Date of Exercise of such Option. Until -2- 7 the Committee notifies the Optionee to the contrary, the form attached to this Option Agreement as Exhibit A shall be used to exercise the Option. b. Payment of the Exercise Price. Upon exercise of the Option, in whole or in part, the Optionee may pay the Exercise Price in cash, by delivering duly endorsed certificates representing whole shares of Alleghany Common Stock having a Fair Market Value on the Date of Exercise equal to that portion of the Exercise Price being paid by delivery of such shares, or through a combination of cash and shares of Alleghany Common Stock so valued. c. Payment of Withholding. An Optionee may elect in the notice of exercise to satisfy applicable income tax withholding requirements by payment of cash or, subject to such terms and conditions as the Committee may from time to time establish, through retention by the Corporation of shares of Alleghany Common Stock otherwise issuable upon exercise of the Option or by delivery to the Corporation of previously acquired shares of Alleghany Common Stock. 7. Restrictions on the Exercise of Options and the Sale of Shares. Notwithstanding any other provision of this Option Agreement, the Optionee agrees, for such Optionee and such Optionee's Estate, that the Option may not be exercised, and the shares of Alleghany Common Stock issued upon exercise may not be sold, at any time that Alleghany does not have in effect a registration statement under the Securities Act of 1933, as amended, relating to the offer of shares of Alleghany Common Stock to the Optionee under the Plan, unless the Optionee furnishes to the Corporation an opinion of counsel reasonably satisfactory to the Corporation to the effect that such registration is not required, or unless the Corporation agrees to permit such exercise. The certificates representing such shares of Alleghany Common Stock may set forth a legend to such effect. 8. Rights as Stockholder. The Optionee shall have no rights as a stockholder with respect to any shares of Alleghany Common Stock subject to the Option until and unless a certificate or certificates representing such shares are issued to the Optionee pursuant to this Option Agreement. Except as the Committee may determine in accordance with the terms of the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the issuance of such certificate or certificates. 9. Employment. Neither the granting of the Option evidenced by this Option Agreement nor any term or provision of this Option Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Corporation, a Subsidiary or Alleghany to employ the Optionee for any period. -3- 8 IN WITNESS WHEREOF, the Corporation has caused this Option Agreement to be signed on its behalf effective as of the Date of Grant. UNDERWRITERS RE GROUP, INC. By:_________________________________ Name: Stuart M. de Haaff Title: General Counsel and Secretary Accepted and agreed to as of the Date of Grant: ________________________________ Optionee -4- 9 Exhibit A EXERCISE OF OPTION Secretary Underwriters Re Group, Inc. The undersigned Optionee under the Nonstatutory Stock Option Agreement identified as Option Agreement No. ___ (the "Option Agreement"), granted pursuant to the Underwriters Re Group, Inc. 1998 Stock Option Plan (the "Plan"), hereby irrevocably elects to exercise the Option granted in the Option Agreement to purchase ___ shares of common stock, par value $1.00 per share, of Alleghany Corporation, and herewith makes payment of the option price of $______ in the form of ______ [cash, shares, cash plus shares (indicate amount of each)]. [IF APPLICABLE, INCLUDE] [In addition, the undersigned hereby elects to have the income tax withholding requirements imposed upon this exercise of the Option met by: / / Payment of cash $_________ / / Retention of shares otherwise issuable upon such exercise $_________ / / Delivery of shares $_________
Check the applicable boxes, and indicate the amount of each.] Signature of Optionee: ________________ Date: _________________________________ Received by Underwriters Re Group Inc. By: __________________________________ Date of Receipt: _____________________ Note: Shares being delivered in payment of all or any part of the Exercise Price or income tax withholding requirements must be represented by a certificate or certificates registered in the name of the Optionee and duly endorsed by the Optionee and by each and every other co-owner in whose name the shares may also be registered. EX-5 3 OPINION AND CONSENT OF DEWEY BALLANTINE LLP. 1 Exhibit 5 DEWEY BALLANTINE LLP 1301 Avenue of the Americas New York 10019-6092 TEL 212 259-8000 FAX 212 259-6333 April 13, 1999 Alleghany Corporation 375 Park Avenue New York, New York 10152 Re: Registration Statement on Form S-8 Filed with the Securities and Exchange Commission on April 13, 1999 ----------------------------------------------------- Gentlemen: We are acting 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 42,097 shares of common stock, par value $1.00 per share (the "Shares"), of Alleghany to be offered pursuant to the Underwriters Re Group, Inc. 1998 Stock Option Plan (the "Plan") under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 13, 1999 (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 laws of the State of New York and the corporate laws of the State of Delaware. Based upon the foregoing, we are of the opinion that the Shares to be offered pursuant to the Plan 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. 2 Alleghany Corporation April 13, 1999 Page 2 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 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 CONSENT OF KPMG LLP. 1 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Alleghany Corporation: We consent to the incorporation by reference in the registration statement on Form S-8 of Alleghany Corporation of our reports dated February 19, 1999 which are incorporated by reference or included in the 1998 Annual Report on Form 10-K of Alleghany Corporation, and to the reference to our firm as experts in the registration statement. /s/ KPMG LLP New York, New York April 8, 1999 EX-23.3 5 CONSENT OF WILDE SAPTE 1 Exhibit 23.3 CONSENT OF COUNSEL The Board of Directors Alleghany Corporation: We consent to the reference to our firm and the inclusion of our advice in the document, dated April 13, 1999, constituting part of a prospectus covering securities that have been registered under the United States Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 relating to the Underwriters Re Group, Inc. 1998 Stock Option Plan. /s/ Wilde Sapte London April 13, 1999 EX-24 6 POWERS OF ATTORNEY 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 15th day of December, 1998. /s/ Dan R. Carmichael --------------------------------- Dan R. Carmichael 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 15th day of December, 1998. /s/ Thomas S. Johnson --------------------------------- Thomas S. Johnson 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 15th day of December, 1998. /s/ Allan P. Kirby, Jr. --------------------------------- Allan P. Kirby, Jr. 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 16th day of December, 1998. /s/ F.M. Kirby --------------------------------- F.M. Kirby 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 15th day of December, 1998. /s/ William K. Lavin --------------------------------- William K. Lavin 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 15th day of December, 1998. /s/ Roger Noall --------------------------------- Roger Noall 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 15th day of December, 1998. /s/ James F. Will --------------------------------- James F. Will 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby constitute and appoint JOHN J. BURNS, JR. 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 Underwriters Re Group, Inc. 1998 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 15th day of December, 1998. /s/ Paul F. Woodberry --------------------------------- Paul F. Woodberry -----END PRIVACY-ENHANCED MESSAGE-----