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
To
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 Registrants 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.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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 Registrants (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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 |
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 |
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.
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ Karen Brenner | Director | ||||
Name: Karen Brenner |
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ Ian H. Chippendale | Director | ||||
Name: Ian H. Chippendale |
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ John G. Foos | Director | ||||
Name: John G. Foos |
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ Jefferson W. Kirby | Chairman of the Board and Director | ||||
Name: Jefferson W. Kirby |
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ William K. Lavin | Director | ||||
Name: William K. Lavin |
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ Phillip M. Martineau | Director | ||||
Name: Phillip M. Martineau |
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ Lauren M. Tyler | Director | ||||
Name: Lauren M. Tyler |
In witness whereof I have hereunto signed my name this 6th day of May, 2020.
By: | /s/ Raymond L.M. Wong | Director | ||||
Name: Raymond L.M. Wong |