0001209191-11-058531.txt : 20111130 0001209191-11-058531.hdr.sgml : 20111130 20111130165716 ACCESSION NUMBER: 0001209191-11-058531 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111120 FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 271354706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE TOWER STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-752-1356 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE TOWER STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRANSATLANTIC HOLDINGS INC CENTRAL INDEX KEY: 0000862510 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09371 FILM NUMBER: 111234598 BUSINESS ADDRESS: STREET 1: 80 PINE ST CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2123652200 MAIL ADDRESS: STREET 1: 80 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10005 3 1 c25373_3x0.xml MAIN DOCUMENT DESCRIPTION X0204 3 2011-11-20 0 0000775368 ALLEGHANY CORP /DE Y 0000862510 TRANSATLANTIC HOLDINGS INC 80 PINE STREET NEW YORK NY 10005 0 0 1 0 Common Stock 0 I See footnote On November 20, 2011, Alleghany Corporation, a Delaware corporation (the "Issuer"), Shoreline Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Alleghany ("Merger Sub"), and Transatlantic Holdings, Inc., a Delaware corporation (the "Reporting Person"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). In connection with the Merger Agreement, the Reporting Person entered into voting agreements ("Voting Agreements") with certain stockholders of the Issuer holding an aggregate of 1,594,957.5 shares of Issuer Common Stock, approximately 18.7%, of the outstanding voting power of the Issuer (the "Supporting Stockholders"). Pursuant to the Voting Agreements, the Supporting Stockholders agreed, among other things, on the terms and subject to the conditions specified in the Voting Agreements, to vote in favor of the approval of the issuance of the Issuer's stock in connection with the Merger Agreement and against competing transactions, and have granted in irrevocable proxy to the Reporting Person with respect to these matters. By virtue of the Voting Agreements, the Reporting Person may be deemed to have voting power with respect to (and therefore beneficially own within the meaning of Rule 13d-3 under the Exchange Act) an aggregate of 1,594,957.5 shares of the Issuer's Common Stock held by the Supporting Stockholders, which represents approximately 18.7% of the Issuer's outstanding shares. The Reporting Person hereby expressly disclaims any pecuniary interest in, and beneficial ownership of, shares of the Common Stock that are subject to the Voting Agreements, and this report shall not be deemed an admission that such reporting person is the beneficial owner thereof for purposes Section 16 of the Exchange Act or for any other purpose. For additional information regarding the Voting Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission on the date hereof. /s/ Gary A. Schwartz, Executive Vice President and General Counsel, on behalf of Transatlantic Holdings, Inc. 2011-11-30