S-8 POS

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

0001193125-20-135007.txt : 20200506 0001193125-20-135007.hdr.sgml : 20200506 20200506165933 ACCESSION NUMBER: 0001193125-20-135007 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200506 DATE AS OF CHANGE: 20200506 EFFECTIVENESS DATE: 20200506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLEGHANY CORP /DE CENTRAL INDEX KEY: 0000775368 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 271354706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-127309 FILM NUMBER: 20853408 BUSINESS ADDRESS: STREET 1: 1411 BROADWAY STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-508-8130 MAIL ADDRESS: STREET 1: 1411 BROADWAY STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: ALLEGHANY FINANCIAL CORP DATE OF NAME CHANGE: 19870115 S-8 POS 1 d925905ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on May 6, 2020

Registration Statement No. 333-127309

Registration Statement No. 333-166259

Registration Statement No. 333-186782

Registration Statement No. 333-203612

Registration Statement No. 333-218844

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

FORM S-8

REGISTRATION STATEMENT NO. 333-127309

REGISTRATION STATEMENT NO. 333-166259

REGISTRATION STATEMENT NO. 333-186782

REGISTRATION STATEMENT NO. 333-203612

REGISTRATION STATEMENT NO. 333-218844

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)

Christopher K. Dalrymple

Senior Vice President, General Counsel and Secretary

Alleghany Corporation

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)

ALLEGHANY CORPORATION AMENDED AND RESTATED DIRECTORS’ STOCK OPTION PLAN

ALLEGHANY CORPORATION SUBSIDIARY DIRECTORS’ STOCK OPTION PLAN

ALLEGHANY CORPORATION 2000 DIRECTORS’ STOCK OPTION PLAN

ALLEGHANY CORPORATION 2005 DIRECTORS’ STOCK PLAN

ALLEGHANY CORPORATION 2010 DIRECTORS’ STOCK PLAN

ALLEGHANY CORPORATION 2012 LONG-TERM INCENTIVE PLAN

ALLEGHANY CORPORATION 2015 DIRECTORS’ STOCK PLAN

ALLEGHANY CORPORATION 2017 LONG-TERM INCENTIVE PLAN

(Full Title of Plan)

Christopher K. Dalrymple

Senior Vice President, General Counsel and Secretary

Alleghany Corporation

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)

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.

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. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the following registration statements (the “Registration Statements”) filed with the Securities and Exchange Commission (the “SEC”) by Alleghany Corporation, a Delaware corporation (the “Registrant”):

•

Registration Statement on Form S-8, File No. 333-127309, filed with the SEC on August 8, 2005, registering 120,487 shares of common stock, par value $1.00 (“Shares”), for issuance under the Registrant’s (a) Amended and Restated Directors’ Stock Option Plan, (b) 2000 Directors’ Stock Option Plan, (c) 2005 Directors’ Stock Plan, and (d) Subsidiary Directors’ Stock Option Plan.

•

Registration Statement on Form S-8, File No. 333-166259, filed with the SEC on April 23, 2010, registering 60,000 Shares, for issuance under the Registrant’s 2010 Directors’ Stock Plan.

•

Registration Statement on Form S-8, File No. 333-186782, filed with the SEC on February 21, 2013, registering 600,000 Shares, for issuance under the Registrant’s 2012 Long-Term Incentive Plan.

•

Registration Statement on Form S-8, File No. 333-203612, filed with the SEC on April 24, 2015, registering 60,000 Shares, for issuance under the Registrant’s 2015 Directors’ Stock Plan.

•

Registration Statement on Form S-8, File No. 333-218844, filed with the SEC on June 20, 2017, registering 400,000 Shares, for issuance under the Registrant’s 2017 Long-Term Incentive Plan.

This Post-Effective Amendment No. 1 to the Registration Statements is being filed solely for the purpose of providing the Consent of Independent Registered Public Accounting Firm attached as Exhibit 23.1 hereto.

Item 8.

Exhibits.


Exhibit Number		Description

23.1		Consent of Ernst & Young LLP.

24.1		Powers of Attorney.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 6, 2020.


ALLEGHANY CORPORATION

By:	/s/ Weston M. Hicks
	Name:	Weston M. Hicks
	Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements has been signed below by the following persons in the capacities and on the date indicated.


Date: May 6, 2020	By:	/s/ Jerry G. Borrelli
		Jerry G. Borrelli
		Vice President (principal accounting officer)

Date: May 6, 2020	By:	*
		Karen Brenner
		Director

Date: May 6, 2020	By:	*
		Ian H. Chippendale
		Director

Date: May 6, 2020	By:	*
		John G. Foos
		Director

Date: May 6, 2020	By:	/s/ Weston M. Hicks
		Weston M. Hicks
		President and Director (principal executive officer)

Date: May 6, 2020	By:	/s/ Kerry J. Jacobs
		Kerry J. Jacobs
		Senior Vice President (principal financial officer)

Date: May 6, 2020	By:	*
		Jefferson W. Kirby
		Chairman of the Board and Director



Date: May 6, 2020	By:	*
		William K. Lavin
		Director

Date: May 6, 2020	By:	*
		Phillip M. Martineau
		Director

Date: May 6, 2020	By:	*
		Lauren M. Tyler
		Director

Date: May 6, 2020	By:	*
		Raymond L.M. Wong
		Director


*By:		/s/ Weston M. Hicks
		Weston M. Hicks
		Attorney-in-fact

EX-23.1 2 d925905dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-8: No. 333-127309, No. 333-166259, No. 333-186782, No. 333-203612, No. 333-218844) pertaining to the Alleghany Corporation Amended and Restated Directors’ Stock Option Plan, Alleghany Corporation 2000 Directors’ Stock Option Plan, Alleghany Corporation 2005 Directors’ Stock Plan, Alleghany Corporation Subsidiary Directors’ Stock Option Plan, Alleghany Corporation 2010 Directors’ Stock Plan, Alleghany Corporation 2012 Long-Term Incentive Plan, Alleghany Corporation 2015 Directors’ Stock Plan, and Alleghany Corporation 2017 Long-Term Incentive Plan of Alleghany Corporation and subsidiaries of our reports dated February 19, 2020, with respect to the consolidated financial statements and schedules of Alleghany Corporation and subsidiaries, and the effectiveness of internal control over financial reporting of Alleghany Corporation and subsidiaries, included in this Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York

May 6, 2020

EX-24.1 3 d925905dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Weston M. Hicks, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer Alleghany Corporation) to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.