SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): July 20, 2001
Capitol Transamerica Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 0-2047 39-1052658
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4610 University Avenue, Madison, Wisconsin 73705-0900
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(Address of principal executive offices, including zip code)
(608) 231-4450
(Registrant's telephone number)
Item 5. Other Events.
On July 20, 2001, Capitol Transamerica Corporation, a Wisconsin
corporation (the "Company"), and Alleghany Corporation, a Delaware corporation
("Alleghany"), announced that they had entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of July 20, 2001, providing for the
merger (the "Merger") of ABC Acquisition Corp., a Wisconsin corporation and
wholly-owned subsidiary of Alleghany, with and into the Company. If the merger
is completed, the Company will become a wholly-owned subsidiary of Alleghany and
the holders of the common stock of the Company will be entitled to receive
$16.50 in cash for each share of common stock. Consummation of the Merger is
subject to satisfaction or waiver of conditions set forth in the Merger
Agreement, including, without limitation, approval of the Merger at a meeting of
the Company's shareholders by holders of two-thirds of the outstanding shares of
common stock and certain regulatory approvals.
Certain shareholders of the Company, representing in the aggregate
approximately 19.9% of the Company's outstanding shares of common stock, have
also entered into voting agreements with Alleghany in connection with the Merger
in which, among other things, they committed to vote that amount of shares in
favor of the Merger.
The above summary of the Merger Agreement is qualified by reference to
the terms of the Merger Agreement. A copy of the Merger Agreement is attached
hereto as Exhibit 2.1 and is incorporated by reference herein. A copy of the
press release announcing the Merger is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are being filed herewith:
2.1 Agreement and Plan of Merger by and among Capitol
Transamerica Corporation, a Wisconsin corporation,
Alleghany Corporation, a Delaware corporation, and ABC
Acquisition Corp., a Wisconsin corporation, dated as of
July 20, 2001. (1)
99.1 Press Release, dated July 20, 2001.
(1) The exhibits and schedules to the Merger Agreement have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
furnish copies of any of the exhibits and schedules to the Securities and
Exchange Commission upon its request.
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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.
CAPITOL TRANSAMERICA CORPORATION
Date: July 23, 2001 By: /s/ George A. Fait
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George A. Fait
Chairman of the Board and President
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CAPITOL TRANSAMERICA CORPORATION
Exhibit Index to Current Report on Form 8-K
Dated July 20, 2001
Exhibit
Number
2.1 Agreement and Plan of Merger by and among Capitol Transamerica
Corporation, a Wisconsin corporation, Alleghany Corporation, a
Delaware corporation, and ABC Acquisition Corp., a Wisconsin
corporation, dated as of July 20, 2001. (1)
99.1 Capitol Transamerica Corporation Press Release, dated July 20, 2001.
(1) The exhibits and schedules to the Merger Agreement have been omitted from
this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will
furnish copies of any of the exhibits and schedules to the Securities and
Exchange Commission upon its request.
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