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 SEPTEMBER 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: 6,936,772 (AS OF SEPTEMBER 30, 1994) PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993 (dollars in thousands, except share and per share amounts) (unaudited) 1994 1993* - - ----------------------------------------------------------------- Revenues Title premium, escrow and trust fees $308,674 $359,432 Net reinsurance premiums earned 48,061 0 Interest, dividend and other income 39,705 28,650 Net mineral and filtration sales 40,533 35,203 Net gain on investment transactions 10,669 5,070 - - ----------------------------------------------------------------- Total revenues 447,642 428,355 - - ----------------------------------------------------------------- Costs and expenses Salaries, commissions and other employee benefits 235,574 251,994 Administrative, selling and other operating expenses 89,584 82,924 Provisions for title losses and other claims 24,361 33,129 Property and casualty losses and loss adjustment expenses 37,306 0 Cost of mineral and filtration sales 20,830 25,183 Interest expense 7,888 6,852 Corporate administration 4,395 4,952 - - ----------------------------------------------------------------- Total costs and expenses 419,938 405,034 - - ----------------------------------------------------------------- Earnings from continuing operations, before income taxes 27,704 23,321 Income taxes 6,509 7,134 - - ----------------------------------------------------------------- Net earnings from continuing operations 21,195 16,187 - - ----------------------------------------------------------------- Discontinued operations Earnings from discontinued operations, net of tax 1,040 4,177 Benefit of excess of tax basis over book 0 0 - - ----------------------------------------------------------------- Net earnings per share $22,235 $20,364 ================================================================= Earnings per share of common stock Operations $3.04 $2.38 Discontinued operations 0.16 0.62 Benefit of excess of tax basis over book 0.00 0.00 - - ----------------------------------------------------------------- Total earnings per share $3.20 $3.00 ================================================================= Dividends per share of common stock ** ** ================================================================= Average number of outstanding shares of common stock *** 6,943,552 6,796,843 ================================================================= * 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 common stock dividends declared in March 1994 and 1993. ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993 (dollars in thousands, except share and per share amounts) (unaudited) 1994 1993* - - ----------------------------------------------------------------- Revenues Title premium, escrow and trust fees $1,000,206 $980,377 Net reinsurance premiums earned 144,596 0 Interest, dividend and other income 115,746 83,986 Net mineral and filtration sales 118,059 108,929 Net gain on investment transactions 17,188 16,901 - - ----------------------------------------------------------------- Total revenues 1,395,795 1,190,193 - - ----------------------------------------------------------------- Costs and expenses Salaries, commissions and other employee benefits 757,706 688,966 Administrative, selling and other operating expenses 259,987 238,654 Provisions for title losses and other claims 75,273 88,918 Property and casualty losses and loss adjustment expenses 117,088 0 Cost of mineral and filtration sales 75,253 78,549 Interest expense 21,811 20,463 Corporate administration 14,809 12,704 - - ----------------------------------------------------------------- Total costs and expenses 1,321,927 1,128,254 - - ----------------------------------------------------------------- Earnings from continuing operations, before income taxes 73,868 61,939 Income taxes 19,354 234 - - ----------------------------------------------------------------- Net earnings from continuing operations 54,514 61,705 - - ----------------------------------------------------------------- Discontinued operations Earnings from discontinued operations, net of tax 6,265 13,329 Benefit of excess of tax basis over book 16,800 0 - - ----------------------------------------------------------------- Net earnings $77,579 $75,034 ================================================================= Earnings per share of common stock Operations $7.83 $9.08 Discontinued operations 0.90 1.96 Benefit of excess of tax basis over book 2.41 0.00 - - ----------------------------------------------------------------- Total earnings per share $11.14 $11.04 ================================================================= Dividends per share of common stock ** ** ================================================================= Average number of outstanding shares of common stock *** 6,962,191 6,799,843 ================================================================= * 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 common stock dividends declared in March 1994 and 1993. ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1994 AND DECEMBER 31, 1993 (dollars in thousands, except share and per share amounts) September 30, 1994 December 31, (Unaudited) 1993* - - ----------------------------------------------------------------- ASSETS Investments: Fixed maturities: Available for sale: U.S. Government, government agency and municipal (amortized obligations cost $874,978) $832,816 $850,257 Certificates (amortized of deposit cost 79,096) 79,096 143,830 Bonds, notes (amortized and other cost 399,772) 383,258 380,821 Equity securities (cost 215,536) 248,634 144,616 - - ----------------------------------------------------------------- 1,543,804 1,519,524 Cash 35,799 40,774 Notes receivable 91,536 91,536 Accounts and other receivables, less allowances 292,746 177,669 Title records and indexes 155,448 155,121 Property and equipment - at cost, less accumulated depreciation 204,289 205,042 Reinsurance receivable 415,858 353,903 Other assets 373,338 364,416 Assets pledged to secure trust and escrow deposits 330,527 359,537 Net assets of discontinued operations 200,551 201,601 - - ----------------------------------------------------------------- $3,643,896 $3,469,123 ================================================================= LIABILITIES AND COMMON STOCKHOLDERS' EQUITY Title losses and other claims $539,229 $533,190 Property and casualty losses and loss adjustment expense 925,358 861,204 Other liabilities 399,440 400,678 Long-term debt of parent company 197,600 59,600 Long-term debt of subsidiaries 324,710 345,703 Trust and escrow deposits secured by pledged assets 323,414 353,014 - - ----------------------------------------------------------------- Total liabilities 2,709,751 2,553,389 Common stockholders' equity 934,145 915,734 - - ----------------------------------------------------------------- $3,643,896 $3,469,123 ================================================================= Shares of common stock outstanding 6,936,772 6,759,142** ================================================================= Common stockholders' equity per share $134.66 $135.48** ================================================================= * Adjusted to reflect discontinued operations. ** Adjusted to reflect the common stock dividend declared in March 1994. ALLEGHANY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993 (dollars in thousands) (unaudited) 1994 1993* - - ----------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Earnings from continuing operations $54,514 $61,705 Adjustments to reconcile earnings from continuing operations to cash provided by continuing operations: Depreciation and amortization 32,046 28,729 Net gain on investment transactions (17,188) (16,901) Other charges to operations, net 7,768 (1,939) (Increase) decrease in accounts and other receivables, less allowances (115,077) 16,243 Increase in reinsurance receivable (61,955) 0 Increase in title losses and other claims 6,039 10,690 Increase in property and casualty loss and loss adjustment expenses 64,154 0 Decrease (increase) in other assets 7,974 (24,432) Decrease in other liabilities (1,341) (918) Increase in net assets pledged to secure trust and escrow deposits (590) (5,665) - - ----------------------------------------------------------------- Net adjustments (78,170) 5,807 - - ----------------------------------------------------------------- Cash (used in) provided by continuing operations (23,656) 67,412 - - ----------------------------------------------------------------- Cash provided by discontinued operations 5,502 7,154 - - ---------------------------------------------------------------- Cash (used in) provided by operations (18,154) 74,566 - - ----------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of investments (663,358) (827,916) Maturities of investments 446,555 226,566 Sales of investments 132,328 545,349 Purchases of property and equipment (19,619) (28,826) Disposition of property and equipment 3,956 1,558 Net assets acquired in pooling 1,900 0 Net (purchase) sales of title records and indexes (327) 1,834 - - ----------------------------------------------------------------- Net cash used in investing activities (98,565) (81,435) - - ----------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (23,163) (9,079) Proceeds on long-term debt 140,083 2,058 Purchase of treasury shares (5,101) (1,148) Other (75) 282 - - ----------------------------------------------------------------- Net cash provided by (used in) financing activities 111,744 (7,887) - - ----------------------------------------------------------------- Net decrease in cash (4,975) (14,756) Cash at beginning of period 40,774 33,478 - - ----------------------------------------------------------------- Cash at end of period $35,799 $18,722 ================================================================= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $18,982 $18,971 Income taxes $23,490 $36,267 * 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 Reports on Form 10-Q for the quarters ended March 31, 1994 and June 30, 1994, 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. Disposition - - ----------- On October 31, 1994, the Company completed the sale of its consumer banking subsidiary, Sacramento Savings Bank ("Sacramento Savings"), and an ancillary company to First Interstate Bank of California for a cash purchase price of about $331 million. As part of the transaction, the Company purchased real estate and real estate-related assets of Sacramento Savings for about $116 million. Because of their sale, Sacramento Savings and the ancillary company have been treated as discontinued operations in the accompanying consolidated financial statements. Such statements for the 1994 nine-month period include a credit of $16.8 million representing a tax benefit related to the sale as reported last quarter. The sale is also expected to result in a further addition to the Company's 1994 earnings (net of transaction-related expenses and taxes and provisions related to the retained assets) of about $50 million, or about $7.18 per share. Following is selected financial information relating to the discontinued operations of Sacramento Savings and the ancillary company (in thousands): Quarters Ended Nine Months Ended September 30 September 30 ------------------- ----------------- 1994 1993 1994 1993 ------------------------------------------- REVENUES Interest on loans receivable $39,298 $41,566 $116,171 $130,236 Interest, dividend and other income 9,702 9,969 31,105 28,217 Net (loss)/gain on investment transactions (386) 823 (331) 1,762 ------------------------------------------ Total revenues 48,614 52,358 146,945 160,215 ------------------------------------------ COSTS AND EXPENSES Salaries, commissions & other employment benefits 7,000 6,875 21,110 20,872 Administrative, selling & other operating expenses 9,691 9,076 27,934 29,263 Interest on deposits 29,062 28,576 85,295 86,093 Interest expense 913 87 1,302 348 ------------------------------------------ Total costs and expenses 46,666 44,614 135,641 136,576 ------------------------------------------ Earnings from operations, before income taxes 1,948 7,744 11,304 23,639 Income taxes 908 3,567 5,039 10,310 ----------------------------------------- Earnings from operations $ 1,040 $ 4,177 $ 6,265 $13,329 ========================================= As of As of September 30, 1994 December 31, 1993 --------------------------------------- ASSETS Investments $ 558,994 $ 634,899 Cash 15,335 122,974 Loans receivable 2,213,832 2,072,596 Real estate 76,476 81,917 Other assets 115,180 105,032 ----------------------------------- Total $2,979,817 $3,017,418 =================================== LIABILITIES & COMMON STOCKHOLDER'S EQUITY Deposits $2,664,234 $2,750,573 Other liabilities 115,032 65,244 ----------------------------------- Total liabilities 2,779,266 2,815,817 Common stockholder's equity 200,551 201,601 ----------------------------------- Total liabilities & common stockholder's equity $2,979,817 $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 September 30, 1994. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL ------------------------------------------------ CONDITION AND RESULTS OF OPERATIONS. ----------------------------------- The Company reported net earnings of $22.2 million in the 1994 third quarter compared with $20.4 million in the 1993 third quarter, and $77.6 million in the first nine months of 1994 compared with $75.0 million in the first nine 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 $21.2 million on revenues of $447.6 million in the 1994 third quarter, compared with $16.2 million on revenues of $428.4 million in the 1993 third quarter. Net earnings from continuing operations of $54.5 million on revenues of $1.40 billion in the first nine months of 1994 compared with $61.7 million on revenues of $1.19 billion in the first nine months of 1993. Discontinued operations contributed net earnings of $1.0 million in the 1994 third quarter compared with $4.2 million in the 1993 third quarter, and $6.3 million in the first nine months of 1994 compared with $13.3 million in the first nine months of 1993. The Company's net earnings in the first nine months of 1994 included a credit of $16.8 million representing a tax benefit related to the sale of Sacramento Savings and the ancillary company. The Company's net earnings in the first nine months of 1993 included 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 from continuing operations after taxes in the first nine months of 1994 totalled $11.2 million, compared with $11.0 million in the first nine months of 1993. Disregarding these credits and gains, the Company's net earnings totalled $49.6 million in the first nine months of 1994, compared with $44.0 million in the first nine months of 1993. Chicago Title and Trust Company ("CT&T") contributed pre-tax earnings of $13.0 million on revenues of $321.9 million in the 1994 third quarter, compared with $23.6 million on revenues of $374.8 million in the third quarter of 1993. In the first nine months of 1994, CT&T contributed pre-tax earnings of $49.5 million on revenues of $1.04 billion, compared with $61.3 million on revenues of $1.03 billion in the first nine months of 1993. CT&T's revenues in the third quarter of 1994 were substantially lower than the record revenues posted in the comparable period of 1993. Refinancings have virtually disappeared from the residential real estate market as a result of the sharp increase in interest rates that began about February of this year. Increased activity in new construction, residential resales and commercial business occurred in the 1994 quarter but was not sufficient to offset the resulting steep decline in revenues. On a year- to-date basis, revenues in 1994 were comparable to those posted in 1993. CT&T's 1994 revenues, however, included a disproportionately larger contribution from its agency operations (as distinguished from its company-owned offices), and the resulting increase in the cost of agents' commissions caused a significant decrease in profit margins. CT&T has taken steps to bring costs into line with its reduced revenues. In particular, CT&T's workforce levels have been reduced by eight percent from the peak levels reached in March of this year (in response to the surge of refinancings), and are now at their lowest point since the acquisition of Ticor Title Insurance Company in March 1991. On July 29, 1994, CT&T acquired Montag & Caldwell, Inc., a privately held investment counseling firm based in Atlanta, in exchange for 212,757 shares of common stock of the Company issued to the former shareholders of Montag & Caldwell. Montag & Caldwell currently manages assets exceeding $3 billion for clients that include institutional as well as individual investors. The acquisition was accounted for as a pooling of interests; the consolidated financial statements of the Company for prior periods were not restated. Acquired by the Company in October 1993, Underwriters Reinsurance Company ("Underwriters") contributed pre-tax earnings of $1.9 million on revenues of $56.5 million in the third quarter of 1994, and $2.9 million on revenues of $169.4 million in the first nine months of the year. Underwriters has continued to show modest increases in written premium volume despite less than firm markets in casualty reinsurance generally. The nine-month results reflected a net pre-tax charge of about $5.0 million for estimated losses associated with the earthquake in Los Angeles, California in January 1994. In addition, Underwriters recorded net pre-tax losses of $5.5 million on sales of fixed-maturity investments during the nine-month period, most of which were due to portfolio restructurings in the first and third quarters. The Company continues to pursue various strategic initiatives designed to enhance the underwriting capability and strength of the Underwriters group. As part of that effort, in June 1994 Underwriters entered into an agreement to acquire an inactive North Carolina insurance company with licenses to write insurance in 32 states. Applications have been made to state insurance regulatory authorities to approve the acquisition and to change the domicile of the company to Nebraska. The company, as a subsidiary of Underwriters, will change its name to Underwriters Insurance Company and will operate as a primary insurer. World Minerals Inc. ("World Minerals") contributed pre-tax earnings of $5.0 million on revenues of $40.5 million in the third quarter of 1994, compared with $2.3 million on revenues of $35.2 million in the third quarter of 1993. In the first nine months of 1994, World Minerals contributed pre-tax earnings of $13.0 million on revenues of $118.4 million, compared with $6.6 million on revenues of $109.0 million in the corresponding period in 1993. The sharply improved results at World Minerals in both 1994 periods were due primarily to increased sales volume in overseas markets and to lower production and administrative expenses achieved during the past year. The company-wide improvement in operating efficiencies has resulted in significantly improved gross margins and cash flow in the more recent quarter, as compared with a year earlier. As of November 1, 1994, the Company and its subsidiaries owned about 11.9 million shares of Santa Fe Pacific Corporation ("Santa Fe"), representing about 6.4 percent of Santa Fe's outstanding common stock. Santa Fe operates The Atcheson, Topeka and Santa Fe Railway, which transports a broad range of commodities on routes extending from Chicago to the Gulf of Mexico and the West Coast. In early October, Santa Fe distributed to its stockholders the shares of its gold mining subsidiary, Santa Fe Pacific Gold Corporation ("Santa Fe Gold"). In the third quarter of 1994, the Company sold, for an after-tax gain of about $5.1 million, most of the Santa Fe Gold shares it was to receive. Giving effect to the distribution and sale of the Santa Fe Gold shares, the average cost of the Company's Santa Fe shares is $11.79 and the closing market price of Santa Fe common stock on November 1, 1994 was $15.375. On October 14, 1994, the Company received clearance from the Federal Trade Commission, in response to the filing by the Company of a Premerger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to make additional purchases of Santa Fe shares up to 15 percent of Santa Fe's outstanding common stock. The Company intends to contribute a significant part of the Santa Fe shares to the investment assets of the Underwriters group. Santa Fe is a party to a merger agreement with Burlington Northern Inc. which is conditional upon stockholder approval, and is subject to a competing offer by Union Pacific Corp. The outcome of these proposals is currently uncertain. The Company's results in the first nine months of 1994 are not indicative of operating results in future periods. As a result of the sale of Sacramento Savings, the Company and its subsidiaries have substantially enhanced financial resources, which they may use to expand their operations through internal growth and possible further operating-company acquisitions. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. ----------------- In April 1990, a class action seeking treble damages was filed in the United States District Court for the District of Arizona against several defendants, including the title insurance subsidiaries of CT&T, arising from their participation in rating bureaus in the states of Wisconsin and Arizona to the extent that the bureaus had proposed for state approval rates related to search and examination services and settlement services performed by those companies in connection with the issuance of title insurance policies. The status of such proceedings was last reported in Item 1 of Part II of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994. 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 Wisconsin rating-bureau activity. On June 22, 1994, plaintiffs filed a motion to intervene in the litigation pending in the U.S. District Court in Arizona. On October 11, 1994, the Judicial Panel on Multi-District Litigation ordered the transfer of the Wisconsin case to the U.S. District Court in Arizona in order to consolidate the Wisconsin and Arizona actions. The U.S. District Court in Arizona held a hearing on October 3, 1994 to review the status of the settlement agreement, and discussions among the parties and the Court are continuing. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. -------------------------------- (a) Exhibits. -------- Exhibit Number Description - - ------- ----------- 10.1 Third Amendment to Employment Agreement dated as of October 31, 1994, among CT&T, the Company and Richard P. Toft. 27 Financial Data Schedules. (b) Reports on Form 8-K. ------------------- No reports on Form 8-K were filed during the third 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: November 10, 1994 /s/ David B. Cuming ------------------- David B. Cuming Senior Vice President (and principal financial officer) Exhibit Index ------------- Exhibit Number Description - - ------- ----------- 10.1 Third Amendment to Employment Agreement dated as of October 31, 1994, among CT&T, the Company and Richard P. Toft. 27 Financial Data Schedules.