SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED JUNE 30, 1994
COMMISSION FILE NUMBER 1-9371
ALLEGHANY CORPORATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
DELAWARE
STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
51-0283071
INTERNAL REVENUE SERVICE EMPLOYER IDENTIFICATION NUMBER
PARK AVENUE PLAZA, NEW YORK, NEW YORK 10055
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE
212/752-1356
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
NOT APPLICABLE
FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR
FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE
SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
FOR THE PAST 90 DAYS.
YES X NO
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASS OF COMMON STOCK, AS OF THE CLOSE OF THE PERIOD COVERED BY
THIS REPORT:
6,747,524
(AS OF JUNE 30, 1994)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED
JUNE 30, 1994 AND 1993
(dollars in thousands, except share and per share amounts)
(unaudited)
1994 1993*
=====================
REVENUES
Title premiums, escrow
and trust fees $338,773 $331,095
Net reinsurance premiums earned 43,856 0
Interest, dividend and other income 37,552 27,551
Net mineral and filtration sales 41,562 37,735
Net gain on investment transactions 6,427 519
---------------------
Total revenues 468,170 396,900
---------------------
COSTS AND EXPENSES
Salaries, commissions and
other employee benefits 254,681 224,122
Administrative, selling
and other operating expenses 86,072 80,390
Provisions for title losses and
other claims 27,491 30,144
Property and casualty losses and
loss adjustment expenses 35,622 0
Cost of mineral and filtration sales 28,943 27,041
Interest expenses 6,847 6,735
Corporate administration 6,907 3,630
---------------------
Total costs and expenses 446,563 372,062
---------------------
Earnings from continuing
operations, before income taxes 21,607 24,838
Income taxes 5,277 8,483
---------------------
Earnings from continuing operations 16,330 16,355
---------------------
Discontinued operations:
Earnings from discontinued
operations, net of tax 2,275 4,972
Benefit of excess of tax basis
over book 16,800 0
---------------------
Net earnings $35,405 $21,327
=====================
EARNINGS PER SHARE OF COMMON STOCK
Operations $2.42 $2.41
Discontinued operations 0.33 0.73
Benefit of excess of tax basis
over book 2.49 0.00
---------------------
Total earnings per share $5.24 $3.14
=====================
Dividends per share of common stock ** **
=====================
Average number of outstanding shares
of common stock *** 6,755,999 6,801,675
=====================
* Restated to reflect discontinued operations.
** In March 1994 and 1993, Alleghany declared a dividend
consisting of one share of Alleghany common stock for
every fifty shares outstanding.
*** Adjusted to reflect 2% stock dividends declared in
March 1993 and 1994.
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE SIX MONTHS ENDED
JUNE 30, 1994 AND 1993
(dollars in thousands, except share and per share amounts)
(unaudited)
1994 1993 *
====================
REVENUES
Title premiums, escrow and
trust fees $691,532 $620,945
Net reinsurance premiums earned 96,535 0
Interest, dividend and other
income 76,041 55,336
Net mineral and filtration sales 77,526 73,726
Net gain on investment
transactions 6,519 11,831
--------------------
Total revenues 948,153 761,838
====================
COSTS AND EXPENSES
Salaries, commissions
and other employee benefits 522,132 436,972
Administrative, selling and
other operating expenses 170,403 155,730
Provisions for title losses
and other claims 50,912 55,789
Property and casualty losses
and loss adjustment expenses 79,782 0
Cost of mineral and
filtration sales 54,423 53,366
Interest expenses 13,923 13,611
Corporate administration 10,414 7,752
--------------------
Total costs and expenses 901,989 723,220
--------------------
Earnings from continuing
operations, before income taxes 46,164 38,618
Income taxes 12,845 (6,900)
--------------------
Earnings from continuing
operations 33,319 45,518
--------------------
Discontinued operations:
Earnings from discontinued
operations, net of tax 5,225 9,152
Benefit of excess of
tax basis over book 16,800 0
Net earnings $55,344 $54,670
====================
EARNINGS PER SHARE OF COMMON STOCK
Operations $4.93 $6.69
Discontinued operations 0.77 1.35
Benefit of excess of tax basis
over book 2.49 0.00
--------------------
Total earnings per share $8.19 $8.04
=====================
Dividends per share of common stock ** **
=====================
Average number of outstanding shares
of common stock *** 6,757,382 6,801,289
=====================
* Restated to reflect discontinued operations.
** In March 1994 and 1993, Alleghany declared a dividend
consisting of one share of Alleghany common stock for every
fifty shares outstanding.
*** Adjusted to reflect 2% stock dividends declared in
March 1993 and 1994.
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1994 AND DECEMBER 31, 1993
(dollars in thousands, except share and per share amounts)
June 30,
1994 December 31,
(Unaudited) 1993*
========================
ASSETS
Investments
Fixed maturities - available
for sale
U.S. Government,
government agency
and municipal amorti-
obligations zed cost $893,104 855,507 850,257
Certificates of
deposit and
commercial amorti-
paper zed cost $74,839 74,839 143,830
Bonds, notes amorti-
and other zed cost $413,942 404,771 380,821
Equity securities cost $117,454 134,281 144,616
--------------------
1,469,398 1,519,524
Cash 30,810 40,774
Notes receivable 91,536 91,536
Accounts and other receivables,
less allowances 208,522 177,669
Title records and indexes 155,376 155,121
Property and equipment - at cost,
less accumulated depreciation
and amortization 203,509 205,042
Reinsurance receivable 387,926 353,903
Other assets 380,410 364,416
Assets pledged to secure trust
and escrow deposits 352,601 359,537
Net assets of discontinued operations 200,371 201,601
---------------------
$3,480,459 $3,469,123
=====================
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Title losses and other claims $539,188 $533,190
Property and casualty losses
and loss adjustment expenses 903,013 861,204
Other liabilities 396,411 400,678
Long-term debt of parent company 59,600 59,600
Long-term debt of subsidiaries 329,433 345,703
Trust and escrow deposits secured
by pledged assets 345,570 353,014
Total liabilities 2,573,215 2,553,389
Common stockholders' equity 907,244 915,734
---------------------
$3,480,459 $3,469,123
=====================
Shares of common stock outstanding 6,747,524 6,759,142**
Common stockholders' equity per share $134.26 $135.48**
=====================
* Restated to reflect discontinued operations.
** Adjusted to reflect the 2% stock dividend declared
in March 1994.
ALLEGHANY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30, 1994 AND 1993
(dollars in thousands)
(unaudited)
1994 1993 *
=====================
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings from continuing operations $33,319 $45,518
Adjustments to reconcile earnings
from continuing operations to cash
provided by continuing operations:
Depreciation and amortization 22,307 19,406
Net gain on investment transactions (6,519) (11,831)
Other charges to operations, net 5,665 (353)
Increase in accounts and other
receivables, less allowances (30,853) (8,758)
Increase in reinsurance receivable (34,023) 0
Increase in title losses and
other claims 5,998 1,184
Increase in property and
casualty loss and loss
adjustment expenses 41,809 0
Decrease in other assets 6,180 2,528
Decrease in other liabilities (4,370) (7,237)
Decrease (increase) in net assets
pledged to secure trust
and escrow deposits 508 (5,771)
--------------------
Net adjustments 6,702 (10,832)
--------------------
Cash provided by continuing operations 40,021 34,686
--------------------
Cash provided by discontinued operations 5,602 4,740
--------------------
Cash provided by operations 45,623 39,426
--------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments (538,317) (394,764)
Maturities of investments 252,954 58,866
Sales of investments 257,466 315,124
Purchases of property and equipment (13,411) (22,637)
Other 3,754 2,210
--------------------
Net cash used in investing activities (37,554) (41,201)
--------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (16,328) (5,073)
Other 1,705 1,191
--------------------
Net cash provided by financing activities (18,033) (3,882)
--------------------
Net increase (decrease) in cash (9,964) (5,657)
Cash at beginning of period 40,774 33,478
--------------------
Cash at end of period $30,810 $27,821
====================
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $41,957 $42,313
Income taxes $17,493 $13,880
* Restated to reflect discontinued operations.
Notes to Consolidated Financial Statements
This report should be read in conjunction with the
Annual Report on Form 10-K for the year ended December 31,
1993, and the Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994 (the "1994 First-Quarter Form 10-Q
Report"), of Alleghany Corporation (the "Company").
The information included in this report is
unaudited but reflects all adjustments which, in the opinion
of management, are necessary to a fair statement of the
results of the interim period covered thereby. All
adjustments are of a normal and recurring nature except as
described herein.
Pending Disposition
- - -------------------
On May 18, 1994, the Company entered into a Stock
Purchase Agreement with First Interstate Bank of California,
the principal subsidiary of First Interstate Bancorp,
providing for the sale by the Company to First Interstate
Bank of California of Sacramento Savings Bank ("Sacramento
Savings") and an ancillary company, for a cash purchase
price of $331 million, subject to adjustment. As part of
the transaction, the Company will purchase certain real
estate and real estate-related assets of Sacramento Savings
(to the extent not sold to third parties prior to the
closing) at their book value as of the closing. At April
30, 1994, such assets had a book value of about $132
million. The closing, which is subject to customary legal
conditions and approvals by federal and California state
banking authorities, is expected to take place in the fourth
quarter of 1994.
Because of their impending sale, Sacramento
Savings and the ancillary company have been treated as
discontinued operations in the accompanying consolidated
financial statements. Such statements include a credit to
earnings of $16.8 million in the second quarter of 1994,
representing a tax benefit related to the impending sale;
the tax benefit reflects the excess of the Company's tax
basis in Sacramento Savings over its book basis. Completion
of the sale of Sacramento Savings is expected to result in a
further addition to the Company's 1994 net earnings of about
$50 million, or about $7.00 per share.
Following is selected financial information
relating to the discontinued operations of Sacramento
Savings and the ancillary company (in thousands):
Quarters Ended Six Months Ended
June 30 June 30
---------------------------------------
1994 1993 1994 1993
---------------------------------------
REVENUES
- - --------
Interest on loans
receivable $38,425 $43,968 $76,509 $ 88,670
Interest, dividend
and other income 10,898 9,600 21,767 18,248
Net (loss)/gain on
investment
transactions (26) 939 55 939
------------------------------------------
Total revenues 49,297 54,507 98,331 107,857
------------------------------------------
COSTS AND EXPENSES
Salaries, commissions
& other employment
benefits 7,069 6,998 14,110 13,997
Administrative,
selling & other
operating expenses 9,580 9,899 18,243 20,187
Interest on deposits 28,185 28,835 56,126 57,517
Interest expense 292 133 496 261
------------------------------------------
Total costs and
expenses 45,126 45,865 88,975 91,962
------------------------------------------
Earnings from
operations,
before income
taxes 4,171 8,642 9,356 15,895
Income taxes 1,896 3,670 4,131 6,743
-----------------------------------------
Earnings from
operations $ 2,275 $ 4,972 $ 5,225 $ 9,152
=========================================
As of As of
June 30, December 31,
1994 1993
----------------------------------
ASSETS
Investments $ 617,242 $ 634,899
Cash 22,173 122,974
Loans receivable 2,141,791 2,072,596
Real estate 85,003 81,917
Other assets 114,822 105,032
---------------------------------
Total $2,981,031 $3,017,418
=================================
LIABILITIES & COMMON
STOCKHOLDER'S EQUITY
Deposits $2,736,306 $2,750,573
Other liabilities 44,354 65,244
--------------------------------
Total liabilities 2,780,660 2,815,817
Common stockholder's equity 200,371 201,601
--------------------------------
Total liabilities &
common stockholder's
equity $2,981,031 $3,017,418
================================
Contingencies
- - -------------
The Company's subsidiaries and division are
parties to claims and litigation in the ordinary course of
their businesses. Each such operating unit makes provisions
on its books in accordance with generally accepted
accounting principles for estimated losses to be incurred as
a result of such claims and litigation, including related
legal costs. In the opinion of management, such provisions
are adequate as of June 30, 1994.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS.
-----------------------------------
The Company reported net earnings of $35.4 million
in the second quarter of 1994 compared with $21.3 million in
the second quarter of 1993, and $55.3 million in the first
six months of 1994 compared with $54.7 million in the first
six months of 1993. These net earnings included
contributions from continuing operations and discontinued
operations, and the credits and gains described below.
Continuing operations contributed net earnings of
$16.3 million on revenues of $468.2 million in the 1994
second quarter, compared with $16.4 million on revenues of
$396.9 million in the 1993 second quarter. Net earnings
from continuing operations of $33.3 million on revenues of
$948.2 million in the first six months of 1994 compared with
$45.5 million on revenues of $761.8 million in the first six
months of 1993. Discontinued operations contributed net
earnings of $2.3 million in the 1994 second quarter compared
with $4.9 million in the 1993 second quarter, and $5.2
million in the first half of 1994 compared with $9.2 million
in the first half of 1993.
The Company's net earnings in the second quarter
and first half of 1994 include a credit of $16.8 million
representing a tax benefit related to the impending sale of
Sacramento Savings and an ancillary company, as described
above. The Company's net earnings in the first half of 1993
include a credit of $20.0 million in the provision for
income taxes, resulting from an adjustment of the Company's
tax reserves upon the favorable resolution of major tax
issues raised by the Internal Revenue Service relating to
the Company's sale of Investors Diversified Services, Inc.
to American Express Company in 1984. Net gains on
investment transactions after taxes in the first half of
1994 totalled $4.2 million, compared with $7.7 million in
the first half of 1993. Disregarding these credits and
gains, the Company's net earnings totalled $34.3 million in
the first six months of 1994, compared with $27.0 million in
the first six months of 1993.
Chicago Title and Trust Company ("CT&T")
contributed pre-tax earnings of $13.3 million on revenues of
$350.4 million in the 1994 second quarter, compared with
$26.7 million on revenues of $345.1 million in the second
quarter of 1993. In the first six months of 1994, CT&T
contributed pre-tax earnings of $36.6 million on revenues of
$715.3 million, compared with $37.7 million on revenues of
$653.2 million in the first six months of 1993.
Title insurance orders for residential
refinancings dropped precipitously in the wake of the
increase in interest rates beginning in February of this
year. Refinancings accounted for about 10 percent of total
orders in the 1994 second quarter, compared with 25 percent
in the 1994 first quarter and 38 percent in the second
quarter of 1993. However, new construction, resales and
commercial activity showed significant improvement during
the 1994 first half, more than offsetting the decline in
revenues from refinancings.
CT&T's revenues in 1994 reflected significantly
more agency activity, as compared with activity in CT&T's
owned offices, than in the corresponding periods of 1993,
due to several factors. Revenues generated by a significant
number of agency orders in late 1993 were recognized in the
1994 first quarter. In addition, the return of a strong
conventional housing market, particularly in the smaller
markets where more agencies operate, contributed to the
increase. The recent acquisition of a few large agencies by
CT&T's title insurance subsidiaries also positively impacted
agency revenues in the 1994 periods. The resulting increase
in the cost of agents' commissions caused a decrease in
profit margins.
Acquired by the Company in October 1993,
Underwriters Reinsurance Company ("Underwriters")
contributed pre-tax earnings of $3.6 million on revenues of
$53.4 million in the second quarter of 1994, and $1.0
million on revenues of $112.9 million in the first six
months of the year. The six-month results reflected a
pre-tax charge of about $5 million for estimated losses
associated with the earthquake in Los Angeles, California in
January 1994. In addition, Underwriters recorded net
pre-tax losses of $3.5 million on sales of fixed-maturity
investments during the six-month period, most of which were
due to a restructuring by Underwriters of a portion of its
portfolio in the first quarter.
World Minerals Inc. ("World Minerals") contributed
pre-tax earnings of $4.8 million on revenues of $41.7
million in the 1994 second quarter, compared with $3.1
million on revenues of $37.8 million in the second quarter
of 1993. In the first six months of 1994, World Minerals
contributed pre-tax earnings of $8.0 million on revenues of
$77.9 million, compared with $4.3 million on revenues of
$73.8 million in the first six months of 1993.
Sales volume was higher in the first half of 1994,
reflecting in part the results of recent efforts to upgrade
sales effectiveness. The improved earnings are also due to
lower production and administrative expenses in 1994,
resulting from World Minerals' cost reduction efforts during
the past year. All areas of World Minerals' operations
contributed to these improvements, including the perlite
operations of World Minerals' Harborlite subsidiary, which
were enhanced by two small acquisitions in the past year.
Discontinued Operations
- - -----------------------
Due to their impending sale, Sacramento Savings
and an ancillary company have been treated as discontinued
operations in the accompanying consolidated financial
statements. Sacramento Savings and the ancillary company
recorded pre-tax earnings of $4.2 million on revenues of
$49.3 million in the 1994 second quarter, compared with $8.6
million on revenues of $54.5 million in the second quarter
of 1993. In the first six months of 1994, Sacramento
Savings and the ancillary company recorded pre-tax earnings
of $9.4 million on revenues of $98.3 million, compared with
$15.9 million on revenues of $107.9 million in the first six
months of 1993.
Sacramento Savings reported lower net interest
margins in the 1994 periods than in the corresponding
periods in 1993. Total deposits declined, from $2.8 billion
at March 31, 1994 to $2.7 billion at June 30, 1994.
Increased deposits from public sources (such as local city
and county funds) were more than offset by the loss of
deposits in savings accounts in 1994. Interest rates paid
on deposits from public sources closely follow currently
rising interest rates, whereas the rates that Sacramento
Savings earns on its outstanding mortgage loans are repriced
at much less frequent intervals, resulting in narrowing
margins. In addition, Sacramento Savings' success in
marketing new adjustable rate mortgages, which are offered
at lower initial rates, adversely affected margins. Also,
deposits totalling $190 million in one large deferred
compensation plan for government employees established many
years ago, which until expiration at 1994 year-end earn a
fixed rate of interest of 10 percent, continued to have a
depressing effect on results in the first half of 1994.
Sacramento Savings' non-performing assets other
than real estate investments (net of specific reserves
relating thereto) declined from $91.0 million, or 3.16
percent of Sacramento Savings' assets, at June 30, 1993 to
$84.7 million, or 2.84 percent of Sacramento Savings'
assets, at June 30, 1994. The aggregate net book value of
non-earning real estate investments was $35.7 million at the
end of the second quarter of 1994, down from $37.8 million a
year earlier. Continuing a trend, monthly additions to
reserves for foreclosed property and non-performing loans
totalled only $1.4 million in the 1994 second quarter,
compared with $3.4 million in the 1993 second quarter,
reflecting Sacramento Savings' belief that real estate
values in its market are stabilizing.
The Company's results in the first half of 1994
are not indicative of operating results in future periods.
Upon completion of the sale of Sacramento Savings, the
Company and its subsidiaries will have substantially
enhanced financial resources, which they intend to use to
expand their operations through internal growth and possible
further operating-company acquisitions.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
-----------------
On January 7, 1985, the Federal Trade Commission
(the "FTC") filed a complaint alleging that six of the
nation's largest title insurance companies, including the
three principal title insurance companies now owned by CT&T,
violated Section 5 of the Federal Trade Commission Act in
connection with their participation in rating bureaus in
thirteen states. The status of such proceedings was last
reported in Item 1 of Part II of the Company's 1994
First-Quarter Form 10-Q Report.
As previously reported, in June 1992 the United
States Supreme Court issued a decision in favor of the FTC
with respect to two states, holding that rating-bureau
activity in Montana and Wisconsin had not been sufficiently
active to permit the title insurers to invoke the
state-action immunity doctrine. Upon remand, the Third
Circuit Court of Appeals issued a decision in June 1993 in
favor of the FTC with respect to two additional states,
Arizona and Connecticut, on the same grounds. After the
Third Circuit Court of Appeals dismissed the title insurers'
petition for a rehearing en banc in August 1993, the title
insurers filed a petition for a writ of certiorari to the
United States Supreme Court. The title insurers' petition
was denied on March 21, 1994. The FTC action was for
injunctive relief only. On April 22, 1994, the FTC issued a
final cease and desist order with respect to the title
insurers' participation in rating bureaus in the states of
Montana, Wisconsin, Arizona and Connecticut. CT&T
anticipates no practical adverse consequences from this
order since its title insurance subsidiaries are not engaged
in any of the types of activities proscribed thereby.
In April 1990, a class action seeking treble
damages was filed in the United States District Court for
the District of Arizona against the title insurers involved
in the FTC action, challenging rating-bureau activity in
Arizona and Wisconsin. As previously reported, that case
was decided on motion in favor of the title insurers, but
the decision was reversed by the Ninth Circuit Court of
Appeals. In June 1993, the title insurers filed a petition
for a writ of certiorari to the United States Supreme Court
seeking review of the Ninth Circuit Court of Appeals
decision. The parties to the litigation subsequently
entered into a memorandum of understanding which outlined
the terms of a settlement of such litigation. The
memorandum of understanding provided for a definitive
written agreement and application for the necessary approval
of the District Court. The parties also submitted a request
to the Supreme Court to defer action, pending the District
Court's consideration of the settlement, on the title
insurers' petition for a writ of certiorari. Despite such
request, the Supreme Court granted the title insurers'
petition on October 4, 1993. However, on April 4, 1994,
after full argument by the parties on the merits of the
case, the Supreme Court dismissed the writ as improvidently
granted. Pursuant to the memorandum of understanding, a
definitive written agreement embodying the terms of the
settlement has been executed.
On April 21, 1994, a class action seeking treble
damages was filed in the United States District Court for
the Eastern District of Wisconsin asserting federal
antitrust claims against several defendants, including the
title insurance subsidiaries of CT&T, arising from the
Wisconsin rating-bureau activity that was the subject of the
FTC action. On June 22, 1994, plaintiffs filed a motion to
intervene in the litigation pending in the U.S. District
Court in Arizona. On July 11, 1994, plaintiffs filed a
motion with the Judicial Panel on Multi-District Litigation
to transfer the Wisconsin case to the U.S. District Court in
Arizona in order to consolidate the Wisconsin and Arizona
actions.
It is expected that the U.S. District Court in
Arizona shortly will convene a conference to discuss the
status of the settlement agreement and any rights of
intervenors. The title insurers are preparing a response to
the motion that plaintiffs filed with the Judicial Panel.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
The Company's 1994 Annual Meeting of Stockholders
was held on April 22, 1994. At the Annual Meeting, three
directors were re-elected to serve for three-year terms on
the Company's Board of Directors, by the following votes:
FOR WITHHELD
--- --------
John J. Burns, Jr. 5,575,441 13,255
Dan R. Carmichael 5,575,115 13,581
William K. Lavin 5,402,202 186,494
The Alleghany Corporation Amended and Restated
Directors' Stock Option Plan was approved at the Annual
Meeting by a vote of 5,221,913 shares in favor and 170,119
shares opposed. A total of 196,664 shares abstained from
voting.
At the Annual Meeting, the selection of KPMG Peat
Marwick as auditors for the Company for the year 1994 was
ratified by a vote of 5,561,648 shares in favor and 24,201
shares opposed. A total of 2,847 shares abstained from
voting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
--------------------------------
(a) Exhibits.
--------
Exhibit Number Description
- - -------------- -----------
10.1(a) Stock Purchase Agreement dated
as of May 18, 1994 by and
between First Interstate Bank
of California and Alleghany
Corporation (the "Sacramento
Savings Stock Purchase
Agreement").
10.1(b) List of Contents of Exhibits
and Schedules to the
Sacramento Savings Stock
Purchase Agreement which are
not being filed herewith. The
Company hereby agrees to
furnish to the Commission
supplementally a copy of any
omitted Exhibit or Schedule
upon request.
(b) Reports on Form 8-K.
-------------------
No reports on Form 8-K were filed during the
second quarter of 1994.
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
thereunto duly authorized.
ALLEGHANY CORPORATION
---------------------
Registrant
Date: August 12, 1994 /s/ David B. Cuming
-------------------
David B. Cuming
Senior Vice President
(and principal financial
officer)
EXHIBIT INDEX
-------------
Exhibit Number Description
- - -------------- -----------
10.1(a) Stock Purchase Agreement dated as of
May 18, 1994 by and between First
Interstate Bank of California and
Alleghany Corporation (the
"Sacramento Savings Stock Purchase
Agreement").
10.1(b) List of Contents of Exhibits and
Schedules to the Sacramento Savings
Stock Purchase Agreement which are
not being filed herewith. The
Company hereby agrees to furnish to
the Commission supplementally a copy
of any omitted Exhibit or Schedule
upon request.