As filed with the Securities and Exchange Commission on August 10, 2021
Registration No. 333-238047
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
Form S-3
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 jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1411 Broadway, 34th Floor
New York, New York 10018
(212) 752-1356
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Christopher K. Dalrymple
Senior Vice President, General Counsel and Secretary
1411 Broadway, 34th Floor
New York, New York 10018
(212) 752-1356
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Kenneth M. Silverman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2300
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Debt Securities (1) | ||||||||
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|
(1) | An indeterminate amount of debt securities of Alleghany Corporation to be offered at indeterminate prices is being registered pursuant to this registration statement. Alleghany Corporation is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r). |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-238047) (the “Registration Statement”) of Alleghany Corporation that was automatically effective upon its filing with the Securities and Exchange Commission on May 6, 2020, and is being filed solely for the purpose of replacing the Exhibit 23.2 consent of independent registered public accounting firm (the “Auditor’s Consent”) previously filed with the Registration Statement with the Exhibit 23.2 Auditor’s Consent filed herewith. This Post-Effective Amendment No. 1 consists only of the cover page, this explanatory note and Item 16 (Exhibits) of the Registration Statement and does not modify any other part of the Registration Statement. Pursuant to Rule 462(e) under the Securities Act of 1933, as amended, this Amendment shall become effective immediately upon filing with the Securities and Exchange Commission.
Item 16. | Exhibits. |
* | To be filed, if necessary, by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K in connection with an offering of debt securities. |
** | Previously filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Alleghany Corporation, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 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 10th day of August, 2021.
ALLEGHANY CORPORATION | ||
By: | /s/ Weston M. Hicks | |
Name: Weston M. Hicks | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Date: August 10, 2021 | By: | /s/ Jerry G. Borrelli | ||||
Jerry G. Borrelli | ||||||
Vice President | ||||||
(principal accounting officer) | ||||||
Date: August 10, 2021 | By: | * | ||||
Karen Brenner | ||||||
Director | ||||||
Date: August 10, 2021 | By: | * | ||||
Ian H. Chippendale | ||||||
Director | ||||||
Date: August 10, 2021 | By: | * | ||||
John G. Foos | ||||||
Director | ||||||
Date: August 10, 2021 | By: | /s/ Weston M. Hicks | ||||
Weston M. Hicks | ||||||
Chief Executive Officer and Director | ||||||
(principal executive officer) | ||||||
Date: August 10, 2021 | By: | /s/ Kerry J. Jacobs | ||||
Kerry J. Jacobs | ||||||
Executive Vice President and Chief Financial Officer | ||||||
(principal financial officer) | ||||||
Date: August 10, 2021 | By: | * | ||||
Jefferson W. Kirby | ||||||
Chairman of the Board and Director |
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Date: August 10, 2021 | By: | * | ||||
Phillip M. Martineau | ||||||
Director | ||||||
Date: August 10, 2021 | By: | * | ||||
Lauren M. Tyler | ||||||
Director | ||||||
Date: August 10, 2021 | By: | * | ||||
Raymond L.M. Wong | ||||||
Director |
*By: | /s/ Weston M. Hicks | |
Weston M. Hicks Attorney-in-fact |
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