UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):March 10, 2006
Alleghany Corporation
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 1-9371 | | 51-0283071 |
| |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | |
| 7 Times Square Tower, 17th Floor, New York, New York | | 10036 |
| |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(212) 752-1356
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 8.01 Other Events
On March 10, 2006, Alleghany Corporation (“Alleghany”) issued a press release on the subject of the filing by its subsidiary Darwin Professional Underwriters, Inc. (“Darwin”) of a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for the initial public offering (“IPO”) of Darwin’s common stock. All of the proceeds of the IPO, after the deduction of underwriting discounts and commissions and payment of offering expenses, will be used to reduce Alleghany’s ownership interest in Darwin. After the IPO, Alleghany will continue to hold a majority ownership interest in Darwin. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| | 99.1 | | Press release announcing the filing of registration statement for initial public offering of Darwin Professional Underwriters, Inc. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ALLEGHANY CORPORATION
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| Date: March 13, 2006 | By: | /s/ Peter R. Sismondo | |
| | | Name: | Peter R. Sismondo | |
| | | Title: | Vice President, Controller,
Treasurer and Assistant
Secretary | |
| |
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Index to Exhibits
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| Exhibit Number | | Exhibit Description |
| | | |
| 99.1 | | Press release announcing the filing of registration statement for initial public offering of Darwin Professional Underwriters, Inc. |
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