1 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): December 30, 1999 Alleghany Corporation ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware -------------------------------------------- (State or other jurisdiction of incorporation) 1-9371 51-0283071 ------------------------ ------------------------------------ (Commission File Number) (IRS Employer Identification Number) 375 Park Avenue, Suite 3201 New York, New York 10152 -------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 752-1356 -------------- 2 Item 5. Other Events. On December 30, 1999, Alleghany Corporation, a Delaware corporation ("Alleghany"), and Swiss Re America Holding Corporation, a Delaware corporation ("Swiss Re"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement and subject to the terms and conditions set forth therein, Alleghany will sell one of its subsidiaries, Underwriters Re Group, Inc., to Swiss Re. The Stock Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits accompany this Report: Exhibit Number Exhibit Description -------------- ------------------- 99.1 Stock Purchase Agreement, dated as of December 30, 1999 (the "Stock Purchase Agreement"), by and between Alleghany Corporation and Swiss Re America Holding Corporation. 3 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. ALLEGHANY CORPORATION Date: December 30, 1999 By: /s/ Peter R. Sismondo ------------------------ Name: Peter R. Sismondo Title: Vice President 4 Index to Exhibits Exhibit Number Description of Exhibit -------------- ---------------------- 99.1 Stock Purchase Agreement, dated as of December 30, 1999 (the "Stock Purchase Agreement"), by and between Alleghany Corporation and Swiss Re America Holding Corporation.