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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission file number 1-9371
ALLEGHANY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 51-0283071
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
375 Park Avenue, New York, New York 10152
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 212/752-1356
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $1 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Not applicable
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 1, 2002, 7,206,149 shares of Common Stock were outstanding, and the
aggregate market value (based upon the closing price of these shares on the New
York Stock Exchange) of the shares of Common Stock of Alleghany Corporation held
by non-affiliates was $1,107,565,326.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into the
indicated part(s) of this Report:
Part
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Annual Report to Stockholders of Alleghany I and II
Corporation for the year 2001
Proxy Statement relating to Annual Meeting III
of Stockholders of Alleghany Corporation
to be held on April 26, 2002
ALLEGHANY CORPORATION
Annual Report on Form 10-K
for the year ended December 31, 2001
Table of Contents
Description Page
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PART I
Item 1. Business 5
Item 2. Properties 19
Item 3. Legal Proceedings 26
Item 4. Submission of Matters to a Vote of Security Holders 26
Supplemental Item Executive Officers of Registrant 26
PART II
Item 5. Market for Registrant's Common Equity and Related 27
Stockholder Matters
Item 6. Selected Financial Data 28
Item 7. Management's Discussion and Analysis of Financial Condition 28
and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 28
Item 8. Financial Statements and Supplementary Data 28
Item 9. Changes in and Disagreements With Accountants on Accounting 28
and Financial Disclosure
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Description Page
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PART III
Item 10. Directors and Executive Officers of Registrant 29
Item 11. Executive Compensation 29
Item 12. Security Ownership of Certain Beneficial Owners and 29
Management
Item 13. Certain Relationships and Related Transactions 29
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 30
8-K
Signatures 44
Index to Financial Statement Schedules
FINANCIAL STATEMENT SCHEDULES
INDEPENDENT AUDITORS' REPORT ON
FINANCIAL STATEMENT SCHEDULES
Index to Exhibits
EXHIBITS
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PART I
Item 1. Business.
Alleghany Corporation ("Alleghany") was incorporated in 1984 under the
laws of the State of Delaware. In December 1986, Alleghany succeeded to the
business of its parent company, Alleghany Corporation, a Maryland corporation
incorporated in 1929, upon the parent company's liquidation.
Alleghany's principal executive offices are located at 375 Park Avenue,
New York, New York 10152 and its telephone number is (212) 752-1356. Alleghany
is engaged, through its subsidiaries World Minerals Inc. ("World Minerals"),
Celite Corporation ("Celite") and Harborlite Corporation ("Harborlite") and
their subsidiaries, in the industrial minerals business. Alleghany conducts a
steel fastener importing and distribution business through its subsidiary Heads
& Threads International LLC ("Heads & Threads"). Alleghany is also engaged
through its subsidiary Capitol Transamerica Corporation ("Capitol Transamerica")
and its subsidiaries, in the property and casualty, and fidelity and surety,
insurance businesses. Through its subsidiary Alleghany Properties, Inc.
("Alleghany Properties"), Alleghany owns and manages properties in California.
On January 4, 2002, Alleghany completed the acquisition of Capitol
Transamerica. The total purchase price paid by Alleghany was approximately $182
million. Contemporaneous with the acquisition of Capitol Transamerica, Alleghany
purchased a Nebraska-domiciled insurance company licensed in all fifty states
for approximately $40 million. The seller contractually retained all of the
liabilities of the Nebraska insurance company that existed at the time of the
sale.
Until November 5, 2001, Alleghany was also engaged, through its
subsidiary Alleghany Underwriting Holdings Ltd ("Alleghany Underwriting") and
its subsidiaries, in the global property and casualty insurance and reinsurance
business at Lloyd's of London. On that date, Alleghany completed the disposition
of Alleghany Underwriting to Talbot Holdings Ltd., a new Bermuda holding company
formed by certain principals of the Black Diamond Group and the senior
management of Alleghany Underwriting. Alleghany recorded an after-tax loss of
$50.5 million on the disposition. Consideration for the sale included a warrant
which will entitle Alleghany to recover a portion of any residual capital of
Alleghany Underwriting as determined upon the closure of the 2001 Lloyd's year
of account. Alleghany has ascribed a nominal value to the warrant in computing
the loss on the sale of Alleghany Underwriting. In connection with the sale,
Alleghany provided a $25 million letter of credit to support business written by
a new Talbot syndicate for the 2002 Lloyd's year of account while Talbot sought
new capital. In light of the transaction, Alleghany Underwriting has been
classified as a discontinued operation.
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Until February 1, 2001, Alleghany was also engaged, through its
subsidiary Alleghany Asset Management, Inc. ("Alleghany Asset Management") and
its subsidiaries, in the financial services business. On that date, Alleghany
Asset Management merged with a wholly owned subsidiary of ABN AMRO North America
Holding Company ("ABN AMRO"). Alleghany received cash proceeds of $825 million
and recorded an after-tax gain of about $474.8 million, or approximately $65.70
per share, excluding certain expenses relating to the closing of the sale. In
light of the transaction, Alleghany Asset Management has been classified as a
discontinued operation.
Until May 10, 2000, Alleghany was also engaged, through its subsidiary
Underwriters Re Group, Inc. and its subsidiaries ("Underwriters Re Group"), in
the global property and casualty reinsurance and insurance businesses. On that
date, Underwriters Re Group was sold to Swiss Re America Holding Corporation.
Alleghany recorded pre-tax proceeds of about $649.0 million in cash. In
connection with the sale, Alleghany paid approximately $187.9 million in cash
(or $25.3125 per share) for the purchase from Underwriters Re Group of 7.425
million shares of Burlington Northern Santa Fe Corporation. Alleghany's pre-tax
gain on the sale was approximately $136.7 million, reflecting additional
adjustments from previously reported figures for the settlement of certain
outstanding obligations of Underwriters Re Group that were assumed by Alleghany
and the final resolution of post-closing purchase price adjustments. The tax on
the gain is approximately $7.1 million, resulting in an after-tax gain on the
sale of $129.6 million. The tax rate on the gain differs from the expected
statutory rate principally due to a difference between the tax and book bases of
Underwriters Re Group. Alleghany retained Underwriters Re Group's London-based
Lloyd's operations conducted through Alleghany Underwriting, which was
subsequently sold on November 5, 2001.
Until June 17, 1998, Alleghany was also engaged, through its
subsidiaries Chicago Title and Trust Company, Chicago Title Insurance Company,
Security Union Title Insurance Company and Ticor Title Insurance Company and
their subsidiaries ("CT&T"), in the sale and underwriting of title insurance and
in other real estate-related services businesses. On that date, Alleghany
completed the tax-free spin-off of Chicago Title Corporation, the newly formed
holding company of CT&T, to Alleghany stockholders. As a part of the spin-off,
the common stock of Chicago Title Corporation was listed on the New York Stock
Exchange under the symbol "CTZ." On March 20, 2000, Chicago Title Corporation
merged with Fidelity National Financial, Inc.
During 1994 and early 1995, Alleghany and its subsidiaries acquired a
substantial number of shares of common stock of Santa Fe Pacific Corporation
("Santa Fe"). On September 22, 1995, Santa Fe and Burlington Northern, Inc.
merged under a new holding company named Burlington Northern Santa Fe
Corporation ("BNSF"). As a result of the
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merger, the shares of Santa Fe beneficially owned by Alleghany were converted
into shares of BNSF. As of March 1, 2002, Alleghany owned approximately 16
million shares of BNSF, or about 4.2 percent of BNSF's currently outstanding
common stock. BNSF owns one of the largest railroad networks in North America,
with 33,000 route miles covering 28 states and two Canadian provinces.
In 2001, Alleghany studied a number of potential acquisitions.
Alleghany intends to continue to expand its operations through internal growth
at its subsidiaries as well as through possible operating-company acquisitions
and investments.
Reference is made to Items 7 and 8 of this Report for further
information about the business of Alleghany in 2001. The consolidated financial
statements of Alleghany, incorporated by reference in Item 8 of this Report,
include the accounts of Alleghany and its subsidiaries for all periods
presented.
INDUSTRIAL MINERALS BUSINESS
On July 31, 1991, a holding company subsidiary of Alleghany acquired
all of Manville Corporation's worldwide industrial minerals business, now
conducted principally through World Minerals. The former Chairman of the Board
of World Minerals, who is still a member of the Board of Directors, currently
owns an equity interest, including outstanding options, of about 6.6 percent of
World Minerals' immediate parent company.
World Minerals, headquartered in Santa Barbara, California, is
principally engaged in the mining, production and sale of two industrial
minerals, diatomite and perlite.
Diatomite
World Minerals conducts its diatomite business through Celite. Celite
is believed to be the world's largest producer of filter-aid grade diatomite,
which it markets worldwide under the Celite(R), DiaFil(R) and Kenite(R) brand
names; Celite also markets filter-aid grade diatomite in Europe under the
Primisil(R) brand name and in Latin America and other areas under the Diactiv(R)
brand name.
Diatomite is a silica-based mineral consisting of the fossilized
remains of microscopic freshwater or marine plants. Diatomite's primary
applications are in filtration and as a functional filler. Filtration accounts
for the majority of the worldwide diatomite market and for over 50 percent of
Celite's diatomite sales. Diatomite is used as a filter aid in the production of
beer, food, juice, wine, water, sweeteners, fats and oils, pharmaceuticals,
chemicals, lubricants and petroleum. Diatomite is used as a filler, mainly in
paints, and as an anti-block agent in plastic film.
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In addition to diatomite, Celite also produces calcium silicate
products and magnesium silicate products, which are sold worldwide under the
MicroCel(R) and Celkate(R) brand names (except in portions of Europe where
calcium silicate products are sold under the Calflo(R) brand name). These
products, which have high surface area and adsorption and absorption
capabilities, are used to convert liquid, semi-solid and sticky ingredients into
dry, free-flowing powders in the production of rubber, sweeteners, flavorings
and pesticides.
Celite has its world headquarters in Lompoc, California and owns,
directly or through wholly owned subsidiaries, diatomite mines and/or processing
plants in Lompoc, California; Quincy, Washington; Fernley, Nevada; Murat,
France; Alicante, Spain; Arica, Chile; Arequipa, Peru; Ayacucho, Peru; Tuxpan,
Mexico; and Guadalajara, Mexico. In 1995, World Minerals, through various
subsidiaries of Celite, acquired controlling interests in three joint ventures
which are engaged in the mining and processing of diatomite in Jilin Province,
People's Republic of China ("PRC").
In 2001, Celite sold its 48.6 percent of Kisilidjan, h.f., a joint
venture with the Government of Iceland, which mines and processes diatomite from
Lake Myvatn in Iceland, to Allied EFA. Following the sale, Celite has retained
the exclusive right to sell the diatomite products produced from the Icelandic
mine as long as such products continue to be produced. Also, in 2001, Celite
acquired a diatomite business, including a plant and mining properties, in and
around Fernley, Nevada from CR Minerals, LLC.
Perlite
World Minerals conducts its worldwide perlite business through
Harborlite. World Minerals believes that Harborlite is the world's largest
producer of perlite filter aids and that Harborlite, which is also engaged in
the business of selling perlite ore, is one of the world's largest merchant
producers of perlite ore. These products are marketed worldwide under the
Harborlite(R) and Europerl(R) brand names.
Perlite is a volcanic rock which contains between 2 percent and 5
percent natural combined water. When heated rapidly, the natural combined water
turns explosively to steam and the perlite ore "pops" in a manner similar to
popcorn, expanding up to twenty times its original volume and creating a soft
material with large surface area and correspondingly low density.
Perlite ore is mined at Harborlite's No Agua, New Mexico mine and is
sold primarily to companies that expand it in their own expansion plants and use
it in the manufacture of roofing board, formed pipe insulation and acoustical
ceiling tile. Perlite ore for filter aid and certain filler applications is
mined at Harborlite's Superior, Arizona mine and is expanded at Harborlite's six
expansion plants located within the United States. Expanded perlite is also
produced at Harborlite's European expansion plants at Hessle, United Kingdom,
Wissembourg, France, Barcelona, Spain and Milan, Italy, from
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perlite ore obtained from Harborlite's perlite mines at Dikili, Turkey and in
Central Turkey, and from merchant ore producers in Europe. Most of the expanded
perlite is used as a filter aid in the brewing, food, wine, sweetener,
pharmaceutical, chemical and lubricant industries, or as a filler and insulating
medium in various construction applications.
In 2000, Harborlite subsidiaries completed the acquisition of small
perlite expansion businesses in United Kingdom and Spain, which have been merged
into existing Harborlite businesses in those countries.
In 2001, Harborlite acquired a small perlite expansion business in
Spain (which was merged into Harborlite's existing operations in Spain) and
acquired additional perlite ore reserves in Central Turkey.
Harborlite has its world headquarters in Lompoc, California and owns,
directly or through wholly owned subsidiaries, a perlite mine and mill in No
Agua, New Mexico, a perlite loading facility in Antonito, Colorado, a perlite
mine and a mill in Superior, Arizona, a perlite deposit in Utah, a perlite mine
and mill in Dikili, Turkey, a perlite deposit in Central Mexico, a perlite
deposit in Central Turkey, and perlite expansion facilities in Escondido,
California; Green River, Wyoming; LaPorte, Texas; Youngsville, North Carolina;
Vicksburg, Michigan; Quincy, Florida; Wissembourg, France; Hessle, England;
Barcelona, Spain and Milan, Italy.
World Minerals conducts its business on a worldwide basis, with mining
and processing operations in ten countries. In 2001, approximately 44 percent of
World Minerals' revenues (equal to 10 percent of Alleghany's consolidated
revenues) were generated by foreign operations, and an additional 14 percent of
World Minerals' revenues were generated by export sales from the United States.
While World Minerals believes that the international scope of its operations
gives it unique competitive advantages, international operations can be subject
to additional risks, such as currency fluctuations, changes in foreign legal
requirements and political instability. World Minerals closely monitors its
methods of operating in each country and adopts strategies responsive to
changing economic and political environments.
World Minerals minimizes its exposure to the risk of foreign currency
fluctuation by, among other things, causing its subsidiaries to declare and pay
dividends whenever feasible, and having its foreign subsidiaries invoice their
export customers in United States dollars or other "hard currencies." World
Minerals' foreign operations do not subject Alleghany to a material risk from
foreign currency fluctuation.
Celite's largest diatomite plant and mine is located near Lompoc,
California. Celite currently obtains all additional diatomite supplies from its
mines in the states of Washington and Nevada, in France, Spain, Mexico, Chile,
Peru, and China. Celite believes that its diatomite reserves in Washington,
Nevada, Mexico, Chile, Peru, and
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China are generally sufficient to last for at least 20 more years at current
rates of production. Reserves are less than 20 years at Lompoc, France and
Spain. Drilling or investment is required at these locations to increase
reserves to 20 years. France requires permitting and investment in a new
deposit. Since Celite has substantial reserves at several locations and
sufficient plant capacity at all locations, a flexible ore source program is
under development to spread sales and achieve a minimum of 20 years of reserves
at all locations, which, if successful, would improve customers' supply options.
Harborlite obtains perlite ore in the United States from its No Agua
and Superior mines, and believes that its perlite ore reserves at each of these
sites are sufficient to last at least 20 more years at the current rates of
production. The perlite used by Harborlite for expansion in Europe is obtained
from Harborlite's Dikili and Central Turkey mines and from third parties in
Europe. Ore reserves at both Turkish mines are believed to be sufficient to last
at least 20 more years at the current rates of production.
Celite's silicate products are produced from purchased magnesium and
calcium compounds and internally supplied diatomite.
World Minerals' operating subsidiaries experienced no interruptions in
raw materials availability in 2001. Barring unforeseen circumstances, World
Minerals anticipates no such interruptions in 2002. Celite and Harborlite
believe that they have taken reasonable precautions for the continuous supply of
their critical raw materials.
Many of Celite's and Harborlite's operations use substantial amounts of
energy, including electricity, fuel oil, natural gas and propane. In 2001,
Celite and Harborlite experienced the effects of unprecedented increases in the
costs of electricity (particularly in California) and natural gas, and temporary
shutdowns as a result of electricity shortages experienced in California. The
electricity shortages have not extended into 2002, but higher electricity prices
and the potential for shortages are expected to continue until the energy crisis
in California is resolved. Celite and Harborlite have supply contracts for most
of their energy requirements. Most of such contracts are for one year or less.
Celite and Harborlite have not experienced any energy shortages outside of
California, and they believe that they have taken reasonable precautions to
ensure that their energy needs will be met, barring any unusual or unpredictable
developments.
From the time World Minerals began operations in 1991, none of its
customers accounted for 10 percent or more of World Minerals' annual sales.
World Minerals presently owns, controls or holds licenses either
directly or through its subsidiaries to approximately 19 United States and 99
foreign patents and patent applications. While World Minerals considers all of
its patents and licenses to be valuable, World Minerals believes that none of
its patents or licenses is by itself material to its business.
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World Minerals normally maintains approximately a one- to four-week
supply of inventory on certain products due to production lead times. Although
diatomite mining activities at Celite's principal mine in Lompoc, California may
be suspended during periods of heavy rainfall, World Minerals believes that,
because of the stockpiling of ore during dry periods, such suspensions do not
materially affect the supply of inventory. Barring unusual circumstances, World
Minerals does not experience backlogs of orders. World Minerals' business is not
seasonal to any material degree.
In order to bring more focused attention to the unique needs of various
areas of the world, World Minerals reorganized the management of its business in
2000 into three regional sectors. Sales, operations and finance functions are
now managed on a regional basis. Administrative, technical and support services
are provided to the regional sectors by World Minerals. Also in 2000, World
Minerals embarked on a major project to upgrade its information technology
capabilities, a process that will continue into 2003 or 2004.
World Minerals has research and development, environmental control and
quality control laboratories at its Lompoc production facilities and quality
control laboratories at each of its other production facilities. In 2001, World
Minerals spent approximately $2.5 million on company-sponsored research and
technical services (in addition to amounts spent on engineering and exploration)
related to the development and improvement of its products and services.
Competition
World Minerals believes that Celite is the world's largest producer of
filter-aid grade diatomite. The remainder of the market is shared by Celite's
four major competitors: Eagle-Picher Minerals (United States), Grefco (United
States), CECA (France) and Showa (Japan), and a number of smaller competitors.
World Minerals believes that Harborlite is the world's largest producer
of perlite filter aids and is one of the world's largest merchant producers of
perlite ore. Harborlite has two large competitors in the expanded perlite
market, Grefco and CECA, and many smaller competitors. Harborlite also has two
large competitors in the merchant perlite ore market, Grefco and Silver &
Baryte, and numerous smaller competitors.
The filter aid products of Celite and Harborlite compete with other
filter aids, such as cellulose, and other filtration technologies, such as
crossflow and centrifugal separation. Celite's silicates compete with a wide
variety of other synthetic mineral products.
In all of World Minerals' businesses, competition is principally on the
basis of service, product quality and performance, warranty terms, speed and
reliability of delivery, availability of the product and price.
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Regulation
All of Celite's and Harborlite's domestic operations are subject to a
variety of federal, state and local environmental laws and regulations. These
laws and regulations establish potential liability for costs incurred in
cleaning up waste sites and impose limitations on atmospheric emissions,
discharges to domestic waters, and disposal of hazardous materials. Certain
state and local jurisdictions have adopted regulations that may be more
stringent than corresponding federal regulations. Celite and Harborlite believe
that the impact of environmental regulation on their respective operating
results has been minimal due to their environmental compliance programs;
however, Celite and Harborlite cannot predict the potential future impact of
such regulations, given the increasing number, complexity and changing character
of such regulations.
Moreover, federal and state laws governing disposal of wastes impact
customers who must dispose of used filter-aid materials. World Minerals works
with its customers to implement disposal strategies to minimize the impact of
these disposal regulations.
The domestic mining operations of Celite and Harborlite are subject to
regulation by the Mine Safety and Health Administration ("MSHA"). This agency
establishes health and safety standards relating to noise, respiratory
protection and dust for employee work environments in the mining industry.
Celite's and Harborlite's domestic production facilities which are not under the
jurisdiction of MSHA are subject to regulation by the Occupational Safety and
Health Administration ("OSHA"), which establishes regulations regarding, among
other things, workplace conditions, and exposure to dust and noise. In addition,
certain state agencies exercise concurrent jurisdiction in these areas. During
1997, both MSHA and OSHA announced special emphasis programs to reduce the
incidence of silicosis in the workplace. Due to Celite's industrial hygiene and
monitoring programs, Celite does not expect these special emphasis programs to
impact its business in any material way.
World Minerals maintains a staff of experienced environmental, safety
and industrial hygiene professionals who assist plant personnel in complying
with environmental, health and safety regulations. Its environmental, safety and
industrial hygiene audit group also performs routine internal audits and reviews
of World Minerals' plant facilities worldwide. Due to these programs and
responsible management at the local plant level, compliance with such
regulations has been facilitated and the financial impact of such regulations on
operating results has been minimal.
Certain products of Celite and Harborlite are subject to the Hazard
Communication Standard promulgated by OSHA, which requires Celite and Harborlite
to disclose the hazards of those products to employees and customers. Celite's
diatomite products and certain of Harborlite's products contain varying amounts
of crystalline silica, a mineral which is among the most common found on earth.
In 1997, the International Agency for Research on Cancer ("IARC") reclassified
the inhalation of
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crystalline silica from occupational sources from "probably carcinogenic to
humans" to a category reflecting "sufficient evidence of human carcinogenicity."
Celite and Harborlite provide required warning labels on their products
containing in excess of 0.1 percent respirable crystalline silica, advising
customers of the IARC designation and providing recommended safety precautions.
Such requirements also mandate that industrial customers who purchase diatomite
or perlite for use as a filler in their products label such products to disclose
hazards which may result from the inclusion of crystalline silica-based fillers,
if such products contain in excess of 0.1 percent of crystalline silica by
volume. Due to labeling concerns, some manufacturers of paint may be considering
the use of other fillers in place of Celite's products. However, Celite believes
that the loss of these customers would not have a material adverse effect on its
operating results. In addition, Celite's Fernely, Nevada plant produces a
product used as a paint filler that does not require such labeling. Several
states have also enacted or adopted "right to know" laws or regulations, which
seek to expand the federal Hazard Communication Standard to include providing
notice of hazards to the general public, as well as to employees and customers.
Celite, through the industry-sponsored International Diatomite
Producers Association ("IDPA"), has participated in funding several studies to
examine in more detail the cancer risk to humans from occupational exposure to
crystalline silica. One such study, conducted by the University of Washington on
diatomite workers in Lompoc, California (the "Washington Study") found a modest
increase in lung cancer deaths in the cohort compared with national rates
(indicated by a standardized mortality ratio ("SMR") equal to 1.43). The
standardized mortality ratio compares the number of expected cancer deaths in
the cohort with 1, representing the number of cancer deaths in the population at
large. The study also found an increase in non-malignant respiratory disease
("NMRD") (SMR equal to 2.59); this finding was expected because the NMRD
category included silicosis resulting from exposures in past decades.
After the publication of the Washington Study, Celite conducted its own
review of the portion of the cohort representing the Lompoc plant and found that
more workers in this portion of the cohort may have been exposed to asbestos,
prior to World Minerals' purchase of the Lompoc plant, than originally thought.
Since exposure to asbestos has been found to cause lung cancer and respiratory
disease, this finding has raised concern that the Washington Study may have
overstated the adverse health effects of exposure to crystalline silica. IDPA
engaged an epidemiologist and an industrial hygienist to examine the cohort to
determine whether asbestos exposure was properly accounted for in the Washington
Study's results. The final IDPA report (the "Asbestos Study") was issued in
December 1994 and found:
"Although asbestos operations were small relative to the
diatomaceous earth operations, analyses in this report showed that
exposure to asbestos by workers was relatively common. For example, the
number of cohort members
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who were ever definitely, probably or possibly exposed to asbestos was
shown to involve approximately 60 percent of the cohort. Even when only
men employed in jobs definitely exposed to asbestos for more than [one]
year in the period 1950-1977 were considered, more than 8 percent of
the cohort had held such jobs."
The Asbestos Study's authors called for further analyses which fully take into
account the results of their study stating "[t]he interpretation of the
silica-lung cancer risk relationships based on the [Lompoc] cohort should await
the outcome of such analyses."
The results of the Asbestos Study were analyzed by the authors of the
Washington Study. They did not agree that asbestos was a likely confounder of
the results of the initial study.
In 1996, the Washington Study's authors, in association with
researchers from Tulane University, conducted a seven year follow-up study of
the Lompoc cohort. The follow-up study, funded by a grant from the National
Institute for Occupational Safety and Health, reported a lower SMR for the
cohort (1.29 vs. 1.43), a weakened dose response relationship, which may suggest
a less conclusive indication of a causative relationship between occupational
exposure and cancer deaths, and a continued absence of excess lung cancers in
workers hired after 1960. Data errors later discovered in the follow-up study
reduced the final SMR to 1.22 and further weakened the dose response
relationship. An additional aspect of the study, which sought to compare results
of the cohort study to radiographic readings of the workers, confirmed that the
risk of silicosis to workers hired since 1950 and exposed to a cumulative
crystalline silica exposure equal to or less than 3 mg/m3 over the working
lifetime of the workers has not been appreciably different than in non-exposed
populations.
The various agreements covering the purchase of the business of Celite
in 1991 provide for the indemnification of the holding company subsidiary of
Alleghany which acquired Celite by the various selling Manville entities in
respect of any environmental and health claims arising from the operations of
the business of Celite prior to its acquisition by the holding company
subsidiary.
Employees
As of December 31, 2001, World Minerals had 191 employees worldwide,
Celite had about 1,142 employees worldwide, and Harborlite had about 251
employees worldwide. Approximately 326 of Celite's employees and 38 of
Harborlite's employees in the United States are covered by collective bargaining
agreements. All of the collective bargaining agreements covering workers at
Celite and Harborlite are in full force and effect.
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WHOLESALE STEEL FASTENER BUSINESS
Heads & Threads, headquartered in Sayreville, New Jersey, is one of the
nation's leading importers and distributors of steel fasteners. The Heads and
Threads division (owned by Alleghany since 1974) was reorganized in 1999 as
Heads & Threads International LLC. Heads & Threads imports and sells commercial
fasteners - nuts, bolts, screws, washers, sockets, and anchors - for resale
through distributors and packagers that serve original equipment manufacturers,
maintenance and repair operators, and construction and retail customers. Heads &
Threads has four distribution centers and nine warehouses serving major
metropolitan areas with same day or next day delivery. Heads & Threads also has
a packaging operation that distributes small packages through its Atlas
division.
In 1998, Heads & Threads acquired Gardenbolt International Corp,
substantially increasing its size and presence in East Coast markets and adding
a complementary direct from mill/stock for release business to its existing
stock business. In April 2000, Heads & Threads acquired the assets of Reynolds
Fasteners Inc., effectively doubling its size. Reynolds, a wholesale distributor
of fasteners headquartered in Edison, New Jersey, conducted a stock business
through twelve sales offices and warehouses nationwide. In November 2000, Heads
& Threads acquired the assets of the Atlas Screw & Specialty Division of
Pawtucket Fasteners Inc. Atlas, headquartered in New Bedford, Massachusetts, was
a relatively small wholesale distributor of fasteners, selling product in small
package quantities primarily in the eastern United States.
As a result of these three acquisitions, Heads & Threads underwent a
significant restructuring of corporate staff and operations. Centralized
functions, including purchasing, accounting, quality control and traffic, were
moved from its former headquarters in the Chicago area to Sayreville, New
Jersey. Multiple sales offices and warehouses were consolidated into a single
facility in each market served. New state-of-the-art distribution centers were
opened in the Chicago, Atlanta, and Los Angeles markets. Significant staff cuts
were made to eliminate redundancies. Five additional Heads & Threads operating
facilities were closed and staff count was further reduced in 2001 as a result
of sales territory consolidation and a strategic realignment of the nationwide
distribution network. These operating facilities were located in the St. Louis,
Minneapolis, Cincinnati, Miami, and Denver metropolitan areas.
The business is conducted under the Heads & Threads name. The
Gardenbolt and Reynolds names were used during a transition period immediately
following the acquisitions, but are no longer being used. The Atlas name, which
has a distinct market value, continues to be used. While Heads & Threads
considers all of its trademarks and licenses to be valuable, Heads & Threads
believes that none is by itself material to its business.
-15-
Heads & Threads' operations are divided into three businesses - stock,
direct from mill/stock for release, and packaged. Through its stock business,
product is purchased by Heads & Threads in anticipation of demand and warehoused
in its facilities throughout the United States. Customer purchases tend to be of
relatively small quantities for same day or next day delivery. This segment
represented approximately 81 percent of Heads & Threads' business in 2001. The
direct from mill/stock for release business involves large quantities of
standard or specialty product purchased by Heads & Threads specifically for a
customer order, which is shipped directly from the manufacturer to the customer
(direct from mill) or warehoused in a Heads & Threads facility and shipped to
the customer over time, with a definitive end date (stock for release). The
direct from mill/stock for release segment represented approximately 15 percent
of Heads & Threads' total business in 2001. The packaged business, which was
acquired in the Atlas transaction, comprises small packaged quantities sold to
distributors and mill supply houses. Sales in the packaged business segment were
approximately 4 percent of Heads & Threads' business in 2001.
Heads & Threads typically experiences a moderate reduction in sales in
July and December of each year related to distributor and end user shutdowns,
vacations, and holidays. The business is not otherwise seasonal in nature.
Since Heads & Threads imports the vast majority of its fasteners, it is
necessary to forecast inventory requirements from six months to a year in
advance to allow time for shipments to reach their destinations in the United
States. Heads & Threads is required to maintain a six- to eight-month supply of
inventory due to the long lead times and customer requirements for immediate
delivery. Because of the large inventories it is required to hold and the price
sensitivity of the market it serves, Heads & Threads' margins can be adversely
affected when product replacement costs, and therefore, selling prices, change
quickly or dramatically. Since 1998, margins have been negatively affected by
significant replacement cost decreases in product manufactured overseas
resulting in lower selling prices. The cost decreases have been a result of
excess capacity and a strong U.S. dollar.
Heads & Threads has multiple suppliers for most of the items it
distributes, although preferred vendors are used to facilitate quality control.
Luyon Corporation represented approximately 16 percent of the total purchases in
2001. No other single supplier accounted for more than 5 percent of Heads &
Threads' purchases in 2001. The supply chain could be adversely affected by
political instability or conflicts involving Heads & Threads' principal
supplying countries, particularly China and Taiwan. Heads & Threads did not
experience any product supply disruptions in 2001. Barring unforeseen
circumstances, Heads & Threads anticipates no such interruptions in 2002.
Heads & Threads believes that its strength lies in its product
coverage, logistics capabilities (procurement, storage and distribution of
product), and longtime customer
-16-
and supplier relationships. Heads & Threads imports and sells commercial
fasteners for resale through distributors and packagers that serve original
equipment manufacturers, maintenance and repair operators, construction and
retail customers. As of December 31, 2001, Heads & Threads' total number of
active customer accounts (defined as accounts having purchase activity within
the last 90 days) was approximately 2,760. None of Heads & Threads' customers
accounted for more than 10 percent of Heads & Threads' annual sales.
At December 31, 2001, Heads & Threads had a customer order backlog of
$17.6 million, primarily related to its direct from mill/stock for release
business. The entire backlog is expected to be filled in 2002.
Direct competitors include master distributors (distributors that
distribute to other distributors), domestic and Canadian manufacturers, direct
mill brokers, and repackagers. Indirect competitors include distributors,
foreign fastener manufacturers, trading companies, and suppliers of alternative
fastening solutions (other metals, plastics, and adhesives). Competition is
principally based on product availability, price, delivery, service, and product
quality.
Heads & Threads' costs are subject to fluctuations in foreign currency
and import duties. Increases in import duties may result from determinations by
United States federal agencies that foreign countries are violating United
States laws or intellectual property rights, or are following restrictive import
policies. Heads & Threads' operations do not subject Alleghany to a material
risk from fluctuations in foreign currency or import duties.
At December 31, 2001, Heads & Threads had about 248 employees.
PROPERTY AND CASUALTY INSURANCE BUSINESS
Capitol Transamerica, headquartered in Madison, Wisconsin, is an
insurance holding company that writes specialty lines of property and casualty
insurance as well as fidelity and surety coverages, primarily through its
subsidiary, Capitol Indemnity Corporation. Capitol Transamerica was acquired by
Alleghany on January 4, 2002, for a purchase price of approximately $182
million.
Capitol Indemnity operates in 37 states with a geographic concentration
in the Midwestern and Plains States. Its business is conducted through
independent and general insurance agents located throughout the United States.
Capitol Indemnity writes primarily property and casualty insurance for certain
types of businesses or activities, including barber and beauty shops, bowling
alleys, contractors and/or manufacturers, and restaurants and taverns. It also
writes fidelity and surety bonds and specialty insurance coverage, including
contractors' performance and payment bonds, license/permit bonds,
-17-
fiduciary bonds, judicial bonds and commercial fidelity bonds. The property and
casualty business of Capitol Indemnity accounted for approximately 83 percent of
the business written in 2001, while the fidelity and surety segment accounted
for the remainder of the business written. Capitol Indemnity recorded gross
direct written premiums of approximately $125 million and net written premiums
of approximately $112.3 million in 2001. As of December 31, 2001, Capitol
Indemnity's statutory surplus was $104.5 million.
Contemporaneous with the acquisition of Capitol Transamerica, Alleghany
acquired a Nebraska-domiciled property and casualty insurance company for
approximately $40 million, which is licensed in 50 states and operates in
conjunction with Capitol Transamerica. The seller retained all of the
liabilities of the Nebraska insurance company that existed at the time of the
sale. As of December 31, 2001, the Nebraska insurance company's statutory
surplus was $32 million.
Capitol Indemnity is rated A+ (Superior) by A.M. Best Company, Inc., an
independent organization that analyzes the insurance industry.
At December 31, 2001, Capitol Transamerica had 190 full-time and 54
part-time employees.
REAL ESTATE BUSINESS
Headquartered in Sacramento, California, Alleghany Properties owns and
manages, among other real estate and real estate-related assets, 16 properties
in California. Such properties are comprised primarily of improved and
unimproved commercial land and residential lots. A major portion of these
properties is located in North Natomas, the only large undeveloped area in the
City of Sacramento. Development in the area had been delayed by flood plan
zoning and wildlife habitat issues; however, the area experienced considerable
growth in its first season of development activity beginning in 1998, including
more than a dozen residential projects, office buildings and a fully-leased
retail shopping center. Participating in the growth from 1998 through the
present, Alleghany Properties sold over 100 acres of residential land and
several parcels of commercial property. Further development on some of the
properties in the North Natomas area may be delayed until a new Environmental
Impact Statement is prepared and approved in response to a recent adverse
decision regarding endangered species permits for the area.
At December 31, 2001, Alleghany Properties had 5 employees.
-18-
Item 2. Properties.
Alleghany's headquarters is located in leased office space of about
16,000 square feet at 375 Park Avenue in New York City.
World Minerals' headquarters is located in leased premises of
approximately 13,000 square feet in Santa Barbara, California. Celite,
Harborlite and certain departments of World Minerals share 16,800 square feet of
leased premises in Lompoc, California.
A description of the major plants and properties owned and operated by
Celite and Harborlite is set forth below. All of the following properties are
owned, with the exception of Plant # 1 at Quincy, Washington, the plant site at
Fernley, Nevada, the headquarters offices at Santa Barbara and Lompoc,
California, the Nanterre, France, Beijing, PRC, Santiago, Chile and Izmir,
Turkey offices and the plant at Wissembourg, France, which are leased.
Location and Approximate Product
Nature of Property Square Footage or Use
------------------ -------------- ------
CELITE:
Lompoc, CA 997,410 Diatomite filter aids, fillers,
Production facility; silicates and specialty products
18 multi-story production
buildings; 5 one-story warehouse
buildings; 6 one-story laboratory
buildings; 4 multi-story bulk
handling buildings; 6 one-story
office buildings; 2 one-story lunch
and locker-room buildings; and 10
one-story shops.
Lompoc, CA 16,800 Administrative office
1 one-story building; and 3 units within
1 one-story building.
-19-
Location and Approximate Product
Nature of Property Square Footage or Use
------------------ -------------- ------
Quincy, WA 60,941 Diatomite filter aids and fillers
Production facility;
Plant #1-1 multi-story production
building and 7 one-story buildings.
Plant #2-1 multi-story production
building and 6 one-story buildings.
Fernley, NV 21,200 Diatomite fillers
Production facility; 1 five-story
processing building; 1 one-story
warehouse and office building; 1
one-story warehouse, office and
packaging building; 1 one-story
truck shed; 1 one-story maintenance
shop; and 1 one-story lab.
Murat, Department of Cantal, France 77,000 Diatomite filter aids
Production facility;
1 one-story manufacturing building; 2
one-story warehouses; and 1 one-story
office building.
Nanterre, France 6,600 Sales and administrative offices
1 single floor.
Guadalajara, Mexico 116,610 Diatomite filter aids and fillers
Production facility; 2 multi-story
production buildings; 2 multi-story
pollution-control buildings; and 20
one-story buildings.
Mexico City, Mexico 2,700 Sales and administrative offices
1 single floor condominium.
-20-
Location and Approximate Product
Nature of Property Square Footage or Use
------------------ -------------- ------
Arica, Chile 50,000 Diatomite filter aids
Production facility;
1 calcined line; 1 administration
building; 1 laboratory; 1 warehouse
building; 1 changing room building;
1 maintenance workshop; and 1
product warehouse.
Santiago, Chile 2,500 Offices
1 single floor in a multi-story,
rented office building.
Alicante, Spain 70,777 Diatomite filter aids and fillers
Production facility;
2 multi-story manufacturing
buildings; 3 one-story warehouses; 2
one-story office buildings; 1
two-story laboratory; and 3
miscellaneous buildings.
Changbai County, 95,000 Diatomite filter aids
Jilin Province, PRC
Production facility;
1 multi-story processing facility; 4
one-story warehouse buildings; 1
multi-story office building; and 4
one-story miscellaneous buildings.
-21-
Location and Approximate Product
Nature of Property Square Footage or Use
------------------ -------------- ------
Linjiang County, 74,665 Diatomite filter aids
Jilin Province, PRC
Production facility;
1 multi-story production facility; 1
two-story office building; 3
one-story warehouse buildings; and 3
one-story miscellaneous buildings.
Linjiang County, 142,000 Diatomite filter aids
Jilin Province, PRC
Production facility;
3 multi-story production facilities;
1 one-story office building; 2
one-story warehouse buildings; and 5
one-story miscellaneous buildings.
Beijing, PRC 2,700 Offices
1 single floor in multi-story office
building
HARBORLITE:
- ----------
Antonito, CO 9,780 Warehouse facilities for perlite
1 one-story manufacturing building ore
and warehouse; 1 one-story office
building; and 1 one-story warehouse.
No Agua, NM 40,550 Perlite ore
Production facility;
1 six-story mill building; 1
one-story office and shop building;
and 8 miscellaneous one-story
buildings.
-22-
Location and Approximate Product
Nature of Property Square Footage or Use
------------------ -------------- ------
Superior, AZ 6,900 Perlite ore
Production facility;
1 one-story warehouse building; and
1 one-story office building.
Escondido, CA 8,450 Perlite filter aids
1 one-story warehouse building; and
1 one-story office building.
Green River, WY 17,300 Perlite filter aids
1 one-story warehouse building; and
1 one-story office building.
Vicksburg, MI 25,050 Perlite filter aids
2 one-story warehouse buildings; and
1 one-story office building.
Youngsville, NC 22,500 Perlite filter aids
1 one-story warehouse building; 1
one-story manufacturing building;
and 1 one-story office building.
Quincy, FL 18,450 Perlite filter aids
1 one-story warehouse building; 1
one-story manufacturing building;
and 1 one-story office building.
LaPorte, TX 23,000 Perlite filter aids and fillers
1 one-story expansion warehouse and
office building.
-23-
Location and Approximate Product
Nature of Property Square Footage or Use
------------------ -------------- ------
Wissembourg, France 5,000 Perlite filter aids and fillers
a portion of 1 multi-story
production and warehouse building.
Hessle, Humberside, 36,700 Perlite filter aids and fillers
United Kingdom
1 one-story manufacturing building;
and 1 two-story office building.
Dikili, Turkey 63,200 Perlite crushing mill
Production facility;
1 four-story manufacturing building;
1 one-story warehouse building; 1
one-story raw material warehouse; 1
one-story office building; and 1
one-story maintenance shop.
Izmir, 1,000 Sales and administrative offices
Turkey
1 single floor.
Barcelona, Spain 70,300 Perlite filter aids and fillers
Production facility;
1 one-story manufacturing and
warehouse building; 1 one-story raw
material warehouse; and 1 two-story
office building.
El Ejido, Spain 21,520 Perlite fillers
1 one-story manufacturing building;
1 one-story warehouse; and 1
one-story office building
-24-
Location and Approximate Product
Nature of Property Square Footage or Use
------------------ -------------- ------
Milan, Italy 68,600 Perlite filter aids
Production facility;
1 one-story manufacturing/ warehouse
building; 1 one-story raw material
warehouse; and 1 two-story office
building.
WORLD MINERALS:
- --------------
Santa Barbara, CA 13,000 Headquarters office
1 one-story rented building.
Celite's largest mine is located on owned property immediately adjacent
to the City of Lompoc, California, and is the site of one of the most unusual
marine diatomite deposits in the world. The mine celebrated its 100th
anniversary of production in 1993 and has been in continuous operation for more
than 60 years. The Lompoc production facility has a rated capacity in excess of
200,000 tons annually and currently supplies more than 25 different grades of
products to the filtration and filler markets. The facility also houses World
Minerals' research and development, and health, safety and environmental
departments and Celite's quality control laboratories.
World Minerals, Celite and Harborlite also lease warehouses, office
space and other facilities in the United States and abroad. Celite's joint
ventures in the PRC have rights to mine diatomaceous earth in sections of Jilin
Province, PRC.
Heads & Threads leases approximately 12,000 square feet of office space
in Sayreville, New Jersey for its headquarters. All of its four distribution
centers, one packaging operation and nine warehouses are also in leased space,
ranging in size from about 20,000 square feet to 165,000 square feet. In
addition, Heads & Threads leases ten facilities that it no longer uses in
operations. Seven are generating rental income from subleases and three are
vacant. These leases expire in 2002 (3), 2003 (3), 2004 (3) and 2008 (1). In
2000, Heads & Threads sold the land and buildings it owned in Northbrook,
Illinois, which housed its former headquarters, and Woodside, New York.
-25-
Item 3. Legal Proceedings.
Alleghany's subsidiaries are parties to pending litigation and claims
in connection with the ordinary course of their businesses. Each such subsidiary
makes provision on its books, in accordance with generally accepted accounting
principles, for estimated losses to be incurred in such litigation and claims,
including legal costs. In the opinion of management, such provision is adequate
under generally accepted accounting principles as of December 31, 2001.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders during the fourth
quarter of 2001.
Supplemental Item. Executive Officers of Registrant.
The name, age, current position, date elected and five-year business
history of each executive officer of Alleghany are as follows:
Current Position Business Experience
Name Age (date elected) During Last 5 Years
- ---- --- -------------- -------------------
F.M. Kirby 82 Chairman of the Board (since 1967) Chairman of the Board, Alleghany.
John J. Burns, Jr. 70 President, chief operating officer President, chief operating officer
(since 1977) and chief executive and chief executive officer,
officer (since 1992) Alleghany.
David B. Cuming 69 Senior Vice President and chief Senior Vice President and chief
financial officer (since 1989) financial officer, Alleghany.
Robert M. Hart 57 Senior Vice President, General Counsel Senior Vice President, General
(since 1994) and Secretary (since 1995) Counsel and Secretary, Alleghany.
Peter R. Sismondo 46 Vice President, Controller, Assistant Vice President, Controller,
Secretary, principal accounting Treasurer, Assistant Secretary and
officer (since 1989) and Treasurer principal accounting officer,
(since 1995) Alleghany.
-26-
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The information required by this Item with respect to the market price
of and dividends on Alleghany's common stock and related stockholder matters is
incorporated by reference from page 20 of Alleghany's Annual Report to
Stockholders for the year 2001, filed as Exhibit 13 hereto.
Recent Sales of Unregistered Securities.
On August 1, 2001, the Company issued 1,884 shares of common stock to
William K. Lavin upon the exercise of an option to purchase 1,000 shares of the
Company's common stock, subject to adjustment for stock dividends and the
spin-off of Chicago Title Corporation, at an exercise price of $78.0034 per
share, or $147,000 in the aggregate, granted to Mr. Lavin on April 26, 1993,
pursuant to the Alleghany Corporation Amended and Restated Directors' Stock
Option Plan. The sale of the common stock was exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section
4(2) thereof, as a transaction not involving a public offering.
On January 15, 2002, the Company issued 1,020 shares of common stock to
Edward S. Bottum upon the exercise of an option to purchase 1,000 shares of the
Company's common stock, subject to adjustment for stock dividends, at an
exercise price of $171.6605 per share, or $175,093.75 in the aggregate, granted
to Mr. Bottum on July 18, 2000 pursuant to the Subsidiary Directors' Stock
Option Plan. The sale of the common stock was exempt from registration under the
Securities Act, pursuant to Section 4(2) thereof, as a transaction not involving
a public offering.
On January 28, January 31 and February 1, 2002, the Company issued an
aggregate of 1,020 shares of common stock to Robert E. Riley upon the exercise
of an option to purchase 1,000 shares of the Company's common stock, subject to
adjustment for stock dividends, at an exercise price of $171.6605 per share, or
$175,093.75 in the aggregate, granted to Mr. Riley on July 18, 2000 pursuant to
the Subsidiary Directors' Stock Option Plan. The sale of the common stock was
exempt from registration under the Securities Act, pursuant to Section 4(2)
thereof, as a transaction not involving a public offering.
Other than unregistered issuances of Alleghany common stock previously
reported in Alleghany's Quarterly Reports on Form 10-Q for the quarters ending
March 31, 2001, June 30, 2001 and September 30, 2001, and such issuances that
did not involve a sale consisting of issuances of common stock and other
securities pursuant to employee
-27-
incentive plans, Alleghany did not sell any Alleghany common stock during 2001
that was not registered under the Securities Act.
Item 6. Selected Financial Data.
The information required by this Item 6 is incorporated by reference
from page 20 of Alleghany's Annual Report to Stockholders for the year 2001,
filed as Exhibit 13 hereto.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The information required by this Item 7 is incorporated by reference
from pages 5 through 9, 11 through 13, 15 through 17, and 22 through 24 of
Alleghany's Annual Report to Stockholders for the year 2001, filed as Exhibit 13
hereto.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The information required by this Item 7A is incorporated by reference
from pages 24 through 25 of Alleghany's Annual Report to Stockholders for the
year 2001, filed as Exhibit 13 hereto.
Item 8. Financial Statements and Supplementary Data.
The information required by this Item 8 is incorporated by reference
from pages 26 through 40 of Alleghany's Annual Report to Stockholders for the
year 2001, filed as Exhibit 13 hereto.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not applicable.
-28-
PART III
Item 10. Directors and Executive Officers of Registrant.
As permitted by General Instruction G(3), information concerning the
executive officers of Alleghany is set forth as a supplemental item included in
Part I of this Form 10-K Report under the caption "Executive Officers of
Registrant." Information concerning the directors of Alleghany is incorporated
by reference from pages 5 through 9 of Alleghany's Proxy Statement, filed or to
be filed in connection with its Annual Meeting of Stockholders to be held on
April 26, 2002. Information concerning compliance with the reporting
requirements under Section 16 of the Securities Exchange Act of 1934, as
amended, is incorporated by reference from pages 10 through 11 of Alleghany's
Proxy Statement, filed or to be filed in connection with its Annual Meeting of
Stockholders to be held on April 26, 2002.
Item 11. Executive Compensation.
The information required by this Item 11 is incorporated by reference
from pages 13 through 19 of Alleghany's Proxy Statement, filed or to be filed in
connection with its Annual Meeting of Stockholders to be held on April 26, 2002.
The information set forth beginning with the bottom of page 19 through page 27
of Alleghany's Proxy Statement, filed or to be filed in connection with its
Annual Meeting of Stockholders to be held on April 26, 2002, is not "filed" as a
part hereof.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this Item 12 is incorporated by reference
from pages 2 through 4, and from pages 9 through 10, of Alleghany's Proxy
Statement, filed or to be filed in connection with its Annual Meeting of
Stockholders to be held on April 26, 2002.
Item 13. Certain Relationships and Related Transactions.
The information required by this Item 13 is incorporated by reference
from page 12 of Alleghany's Proxy Statement, filed or to be filed in connection
with its Annual Meeting of Stockholders to be held on April 26, 2002.
-29-
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) 1. Financial Statements.
The consolidated financial statements of Alleghany and subsidiaries,
together with the report thereon of KPMG LLP, independent certified public
accountants, are incorporated by reference from the Annual Report to
Stockholders for the year 2001 into Item 8 of this Report.
2. Financial Statement Schedules.
The schedules relating to the consolidated financial statements of
Alleghany and subsidiaries, together with the report thereon of KPMG LLP,
independent certified public accountants, are detailed in a separate index
herein.
3. Exhibits.
The following are filed as exhibits to this Report:
Exhibit Number Description
- -------------- -----------
3.01 Restated Certificate of Incorporation of Alleghany, as amended by Amendment accepted
and received for filing by the Secretary of State of the State of Delaware on June
23, 1988, filed as Exhibit 20 to Alleghany's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988, is incorporated herein by reference (Securities and
Exchange Commission File No. 1-9371).
3.02 By-Laws of Alleghany as amended April 18, 1995, filed as Exhibit 3.1 to Alleghany's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995, is incorporated
herein by reference.
*10.01 Description of Alleghany Management Incentive Plan, filed as Exhibit 10.01 to
Alleghany's Annual Report on Form 10-K for the year ended December 31, 1993, is
incorporated herein by reference.
- --------
* Compensatory plan or arrangement.
-30-
Exhibit Number Description
- -------------- -----------
*10.02 Alleghany Corporation Deferred Compensation Plan, as amended and restated as of
December 15, 1992, filed as Exhibit 10.03 to Alleghany's Annual Report on Form 10-K
for the year ended December 31, 1992, is incorporated herein by reference.
*10.03 Alleghany 1993 Long-Term Incentive Plan, as amended and restated effective as of
January 1, 1994, filed as Exhibit 10.06(b) to Alleghany's Annual Report on Form 10-K
for the year ended December 31, 1994, is incorporated herein by reference.
*10.04 Alleghany Supplemental Death Benefit Plan dated as of May 15, 1985 and effective as
of January 1, 1985, filed as Exhibit 10.08 to Old Alleghany's Annual Report on Form
10-K for the year ended December 31, 1985, is incorporated herein by reference
(Securities and Exchange Commission File No. 1-9371).
*10.05(a) Trust Agreement Amendment made as of July 8, 1994 between Alleghany and Chemical
Bank, filed as Exhibit 10.08(a) to Alleghany's Annual Report on Form 10-K for the
year ended December 31, 1995, is incorporated herein by reference.
*10.05(b) Alleghany Retirement Plan, as amended and restated on March 14, 1995, filed as
Exhibit 10.08(c) to Alleghany's Annual Report on Form 10-K for the year ended
December 31, 1994, is incorporated herein by reference.
*10.05(c) Amendments to Alleghany Retirement Plan, effective as of January 1, 1996, filed as
Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, is incorporated herein by reference.
*10.05(d) Amendments to Alleghany Retirement Plan, effective as of January 1, 1998, filed as
Exhibit 10.05(d) to Alleghany's Annual Report on Form 10-K for the year ended
December 31, 1997, are incorporated herein by reference.
- --------
* Compensatory plan or arrangement.
-31-
Exhibit Number Description
- -------------- -----------
* 10.06 Alleghany Retirement COLA Plan dated and effective as of January 1, 1992, as adopted
on March 17, 1992, filed as Exhibit 10.7 to Alleghany's Annual Report on Form 10-K
for the year ended December 31, 1991, are incorporated herein by reference
(Securities and Exchange Commission File No. 1-9371).
*10.07 Description of Alleghany Group Long Term Disability Plan effective as of July 1,
1995, filed as Exhibit 10.10 to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 1995, is incorporated herein by reference.
*10.08(a) Alleghany Amended and Restated Directors' Stock Option Plan effective as of April
20, 1993, filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1993, is incorporated herein by reference.
*10.08(b) Alleghany 2000 Directors' Stock Option Plan effective April 28, 2000, filed as
Exhibit A to Alleghany's Proxy Statement, filed in connection with its Annual
Meeting of Stockholders held on April 28, 2000, is incorporated herein by reference.
*10.09 Alleghany Directors' Equity Compensation Plan, effective as of January 16, 1995,
filed as Exhibit 10.11 to Alleghany's Annual Report on Form 10-K for the year ended
December 31, 1994, is incorporated herein by reference.
*10.10 Alleghany Non-Employee Directors' Retirement Plan effective July 1, 1990, filed as
Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended June
30, 1990, is incorporated herein by reference (Securities and Exchange Commission
File No. 1-9371).
- --------
* Compensatory plan or arrangement.
-32-
Exhibit Number Description
- -------------- -----------
10.11(a) 364-Day Revolving Credit Agreement dated as of November 22, 2000, by and between
Alleghany, the banks which are signatories thereto, and U.S. Bank National
Association, as agent for the banks (the "364-Day Revolving Credit Agreement"),
filed as Exhibit 10.11(a) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 2000, is incorporated herein by reference.
10.11(b) List of Contents of Exhibits and Schedules to the 364-Day Revolving Credit
Agreement, filed as Exhibit 10.11(b) to Alleghany's Annual Report on Form 10-K for
the year ended December 31, 2000, is incorporated herein by reference.
10.11(c) First Amendment dated as of November 20, 2001 to the 364-Day Revolving Credit
Agreement.
10.11(d) Second Amendment dated as of February 20, 2002 to the 364-Day Revolving Credit
Agreement.
10.11(e) Five-Year Revolving Credit Agreement dated as of November 22, 2000, by and between
Alleghany, the banks which are signatories thereto, and U.S. Bank National
Association, as agent for the banks (the "Five-Year Revolving Credit Agreement"),
filed as Exhibit 10.11(c) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 2000, is incorporated herein by reference.
10.11(f) List of Contents of Exhibits and Schedules to the Five-Year Revolving Credit
Agreement, filed as Exhibit 10.11(d) to Alleghany's Annual Report on Form 10-K for
the year ended December 31, 2000, is incorporated herein by reference.
10.11(g) First Amendment dated as of November 20, 2001 to the Five-Year Revolving Credit
Agreement.
-33-
Exhibit Number Description
- -------------- -----------
10.12(a) Distribution Agreement dated as of June 16, 1998 by and between Alleghany and
Chicago Title Corporation (the "Spin-Off Distribution Agreement"), filed as Exhibit
2.1(a) to Chicago Title Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, is incorporated herein by reference (Securities and Exchange
Commission File No. 001-13995).
10.12(b) List of Contents of Exhibits to the Spin-Off Distribution Agreement, filed as
Exhibit 2.1(b) to Chicago Title Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, is incorporated herein by reference (Securities and
Exchange Commission File No. 001-13995).
10.12(c) Tax Sharing Agreement dated as of June 17, 1998 by and among Alleghany and Chicago
Title Corporation, filed as Exhibit 10.2 to Chicago Title Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998, is incorporated herein by
reference (Securities and Exchange Commission File No. 001-13995).
10.13 Distribution Agreement dated as of May 1, 1987 between Alleghany and MSL Industries,
Inc., filed as Exhibit 10.21 to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 1987, is incorporated herein by reference (Securities and
Exchange Commission File No. 1-9371).
10.14 Amendment to Distribution Agreement dated June 29, 1987, effective as of May 1,
1987, between Alleghany and MSL Industries, Inc., filed as Exhibit 10.22 to
Alleghany's Annual Report on Form 10-K for the year ended December 31, 1987, is
incorporated herein by reference (Securities and Exchange Commission File No.
1-9371).
-34-
Exhibit Number Description
- -------------- -----------
10.15(a) Note Purchase Agreement dated as of December 11, 1998 by and among Alleghany
Properties, Inc., Alleghany and United of Omaha Life Insurance Company (the
"Alleghany Properties 1998 Note Purchase Agreement"), filed as Exhibit 10.18(a) to
Alleghany's Annual Report on Form 10-K for the year ended December 31, 1998, is
incorporated herein by reference. Agreements dated as of December 11, 1998 among
Alleghany Properties, Inc., Alleghany and each of Companion Life Insurance Company,
Hartford Life Insurance Company, The Lincoln National Life Insurance Company, and
First Penn-Pacific Life Insurance Company are omitted pursuant to Instruction 2 of
Item 601 of Regulation S-K.
10.15(b) List of Contents of Annexes and Exhibits to the Alleghany Properties 1998 Note
Purchase Agreement, filed as Exhibit 10.18(b) to Alleghany's Annual Report on Form
10-K for the year ended December 31, 1998, is incorporated herein by reference.
10.16(a) Installment Sales Agreement dated December 8, 1986 by and among Alleghany, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch & Co., Inc., filed as
Exhibit 10.10 to Alleghany's Annual Report on Form 10-K for the year ended December
31, 1986, is incorporated herein by reference (Securities and Exchange Commission
File No. 1-9371).
10.16(b) Intercreditor and Collateral Agency Agreement dated as of October 20, 1997 among The
Chase Manhattan Bank, Barclays Bank PLC and Alleghany Funding Corporation, filed as
Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997, is incorporated herein by reference (Securities and Exchange
Commission File No. 1-9371).
-35-
Exhibit Number Description
- -------------- -----------
10.16(c) Master Agreement dated as of October 20, 1997 between Barclays Bank PLC and
Alleghany Funding Corporation, and related Amended Confirmation dated October 24,
1997 between Barclays Bank PLC and Alleghany Funding Corporation, filed as Exhibit
10.2 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997, are incorporated herein by reference (Securities and Exchange Commission
File No. 1-9371).
10.16(d) Indenture dated as of October 20, 1997 between Alleghany Funding Corporation and The
Chase Manhattan Bank, filed as Exhibit 10.3 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, is incorporated herein by reference
(Securities and Exchange Commission File No. 1-9371).
10.17(a) Stock Purchase Agreement dated as of July 1, 1991 among Celite Holdings Corporation,
Celite Corporation and Manville International, B.V. (the "Celite Stock Purchase
Agreement"), filed as Exhibit 10.2(a) to Alleghany's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1991, is incorporated herein by reference (Securities
and Exchange Commission File No. 1-9371).
10.17(b) List of Contents of Exhibits and Schedules to the Celite Stock Purchase Agreement,
filed as Exhibit 10.2(b) to Alleghany's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991, is incorporated herein by reference (Securities and
Exchange Commission File No. 1-9371).
10.18(a) Joint Venture Stock Purchase Agreement dated as of July 1, 1991 among Celite
Holdings Corporation, Celite Corporation and Manville Corporation (the "Celite Joint
Venture Stock Purchase Agreement"), filed as Exhibit 10.3(a) to Alleghany's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, is incorporated
herein by reference (Securities and Exchange Commission File No. 1-9371).
-36-
Exhibit Number Description
- -------------- -----------
10.18(b) List of Contents of Exhibits and Schedules to the Celite Joint Venture Stock
Purchase Agreement, filed as Exhibit 10.3(b) to Alleghany's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991, is incorporated herein by reference
(Securities and Exchange Commission File No. 1-9371).
10.19(a) Asset Purchase Agreement dated as of July 1, 1991 among Celite Holdings Corporation,
Celite Corporation and Manville Sales Corporation (the "Celite Asset Purchase
Agreement"), filed as Exhibit 10.4(a) to Alleghany's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1991, is incorporated herein by reference (Securities
and Exchange Commission File No. 1-9371).
10.19(b) List of Contents of Exhibits and Schedules to the Celite Asset Purchase Agreement,
filed as Exhibit 10.4(b) to Alleghany's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1991, is incorporated herein by reference (Securities and
Exchange Commission File No. 1-9371).
10.19(c) Amendment No. 1 dated as of July 31, 1991 to the Celite Asset Purchase Agreement,
filed as Exhibit 10.32(c) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 1991, is incorporated herein by reference (Securities and
Exchange Commission File No. 1-9371).
10.20(a) Acquisition Related Agreement dated as of July 1, 1991, by and between Celite
Holdings Corporation, Celite Corporation and Manville Corporation (the "Celite
Acquisition Related Agreement"), filed as Exhibit 10.5(a) to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1991, is incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
-37-
Exhibit Number Description
- -------------- -----------
10.20(b) List of Contents of Exhibits to the Celite Acquisition Related Agreement, filed as
Exhibit 10.5(b) to Alleghany's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991, is incorporated herein by reference (Securities and Exchange
Commission File No. 1-9371).
10.20(c) Amendment dated as of July 31, 1991 to Celite Acquisition Related Agreement, filed
as Exhibit 10.33(c) to Alleghany's Annual Report on Form 10-K for the year ended
December 31, 1991, is incorporated herein by reference (Securities and Exchange
Commission File No. 1-9371).
10.21(a) Credit Agreement dated as of March 17, 1999 among Mineral Holdings Inc., World
Minerals Inc., the Banks named therein and The Chase Manhattan Bank, as
Administrative Agent and Collateral Agent (the "World Minerals Credit Agreement"),
filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, is incorporated herein by reference.
10.21(b) List of Contents of Exhibits, Annexes and Schedules to the World Minerals Credit
Agreement, filed as Exhibit 10.2 to Alleghany's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1999, is incorporated herein by reference.
10.21(c) Subordination Agreement dated as of March 17, 1999, among Alleghany Corporation and
The Chase Manhattan Bank, filed as Exhibit 10.3 to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999, is incorporated herein by reference.
10.21(d) Amendment dated as of September 1, 2001 to the World Minerals Credit Agreement.
10.22(a) Stock Purchase Agreement dated as of December 30, 1999 by and between Alleghany and
Swiss Re America Holding Corporation, filed as Exhibit 99.1 to Alleghany's Current
Report on Form 8-K dated December 30, 1999, is incorporated herein by reference.
-38-
Exhibit Number Description
- -------------- -----------
10.22(b) Closing Agreement, dated May 10, 2000, by and between Swiss Re America Holding
Corporation and Alleghany, filed as Exhibit 99.2 to Alleghany's Current Report on
Form 8-K dated May 25, 2000, is incorporated herein by reference.
10.23 Agreement, effective as of December 20, 2000, by and among Alleghany, Underwriters
Reinsurance Company and London Life and Casualty Reinsurance Corporation, filed as
Exhibit 10.23 to Alleghany's Annual Report on Form 10-K for the year ended December
31, 2000, is incorporated herein by reference.
10.24(a) Agreement and Plan of Amalgamation dated as of July 30, 1998 by and among
Underwriters Reinsurance Company, Underwriters Acquisition Company Ltd. and Venton
Holdings Ltd. (the "Amalgamation Agreement"), filed as Exhibit 10.28(a) to
Alleghany's Annual Report on Form 10-K for the year ended December 31, 1998, is
incorporated herein by reference.
10.24(b) List of Contents of Exhibits to the Amalgamation Agreement, filed as Exhibit
10.28(b) to Alleghany's Annual Report on Form 10-K for the year ended December 31,
1998, is incorporated herein by reference.
10.24(c) Amendment No. 1 dated as of September 24, 1998 to the Amalgamation Agreement (the
"Amalgamation Amendment No. 1"), filed as Exhibit 10.28(c) to Alleghany's Annual
Report on Form 10-K for the year ended December 31, 1998, is incorporated herein by
reference.
10.24(d) List of Contents of Exhibits to the Amalgamation Amendment No. 1, filed as Exhibit
10.28(d) to Alleghany's Annual Report on Form 10-K for the year ended December 31,
1998, is incorporated herein by reference.
-39-
Exhibit Number Description
- -------------- -----------
10.25(a) Credit Agreement dated as of August 14, 2000, by and among Alleghany Underwriting
Ltd, Alleghany Underwriting Capital Ltd, Talbot Underwriting Limited, and Alleghany
Underwriting Capital (Bermuda) Ltd, as Borrowers and Account Parties; Alleghany, as
Guarantor; the Banks parties thereto from time to time; Mellon Bank, N.A., as
Issuing Bank, as Administrative Agent and as Arranger; National Westminster Bank
plc, as Syndication Agent and ING Bank, N.V., as Managing Agent (the "Alleghany
Underwriting Credit Agreement"), filed as Exhibit 10.1 to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2000, is incorporated herein
by reference.
10.25(b) List of Contents of Exhibits and Schedules to the Alleghany Underwriting Credit
Agreement, filed as Exhibit 10.2 to Alleghany's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000, is incorporated herein by reference.
10.25(c) First Amendment to Credit Agreement dated as of February 1, 2001, by and among
Alleghany Underwriting Ltd, Alleghany Underwriting Capital Ltd, Talbot Underwriting
Limited, Alleghany Underwriting Capital (Bermuda) Ltd, Alleghany, Alleghany
Insurance Holdings LLC, the Banks and Agents which have signed the signature pages
thereto, and Mellon Bank, N.A., as Bank, as Issuing Bank and as Administrative Agent
for the Banks and the Issuing Bank, filed as Exhibit 10.25(c) to Alleghany's Annual
Report on Form 10-K for the year ended December 31, 2000, is incorporated herein by
reference.
10.25(d) Purchase Agreement dated as of October 31, 2001 by and between Alleghany Insurance
Holdings LLC and Talbot Holdings Ltd, filed as Exhibit 10.1 to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2001, is incorporated herein
by reference.
-40-
Exhibit Number Description
- -------------- -----------
10.26(a) Agreement and Plan of Merger, dated as of October 18, 2000, by and among ABN AMRO
North America Holding Company, Alleghany Asset Management, Inc. and Alleghany, filed
as Exhibit 2.1 to Alleghany's Current Report on Form 8-K dated October 23, 2000, is
incorporated herein by reference.
10.26(b) Amendment to the Agreement and Plan of Merger dated as of January 17, 2001, by and
among ABN AMRO North America Holding Company, Alleghany Asset Management, Inc. and
Alleghany, filed as Exhibit 2.2 to Alleghany's Current Report on Form 8-K dated
February 14, 2001, is incorporated herein by reference.
10.26(c) Closing Agreement dated as of February 1, 2001, by and among ABN AMRO North America
Holding Company, Alleghany Asset Management, Inc. and Alleghany, filed as Exhibit
2.3 to Alleghany's Current Report on Form 8-K dated February 14, 2001, is
incorporated herein by reference.
10.27(a) Asset Purchase Agreement dated as of April 3, 2000 by and among Heads & Threads
International LLC, Acktion Corporation and Reynolds Fasteners, Inc. (the "Heads &
Threads Asset Purchase Agreement"), filed as Exhibit 10.1 to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000, is incorporated herein by
reference.
10.27(b) List of Contents of Schedules to the Heads & Threads Asset Purchase Agreement, filed
as Exhibit 10.2 to Alleghany's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, is incorporated herein by reference.
10.28(a) Credit Agreement dated as of April 3, 2000 among Heads & Threads International LLC,
various lending institutions, and American National Bank and Trust Company of
Chicago, as Agent (the "Heads & Threads Credit Agreement"), filed as Exhibit 10.3 to
Alleghany's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is
incorporated herein by reference.
-41-
Exhibit Number Description
- -------------- -----------
10.28(b) List of Contents of Schedules and Exhibits to the Heads & Threads Credit Agreement,
filed as Exhibit 10.4 to Alleghany's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, is incorporated herein by reference.
10.28(c) First Amendment dated as of April 28, 2000 to the Heads & Threads Credit Agreement,
filed as Exhibit 10.28(c) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 2000, is incorporated herein by reference.
10.28(d) Second Amendment dated as of November 27, 2000 to the Heads & Threads Credit
Agreement, filed as Exhibit 10.28(d) to Alleghany's Annual Report on Form 10-K for
the year ended December 31, 2000, is incorporated herein by reference.
10.28(e) Third Amendment dated as of March 19, 2001 to Credit Agreement dated as of April 3,
2000 among Heads & Threads International LLC, various lending institutions, and
American National Bank and Trust Company of Chicago, as Agent, filed as Exhibit 10.1
to Alleghany's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
is incorporated herein by reference.
10.28(f) Fourth Amendment to Credit Agreement dated as of August 14, 2001, and Waiver by and
between Heads & Threads International LLC, various lending institutions, and
American National Bank and Trust Company of Chicago, as Agent, filed as Exhibit 10.2
to Alleghany's Quarterly Report on Form 10-Q for the quarter ended September 30,
2001, is incorporated herein by reference.
10.28(g) Fifth Amendment to Credit Agreement dated as of November 26, 2001 by and between
Heads & Threads, various lending institutions, and American National Bank and Trust
Company of Chicago, as Agent.
10.28(h) Sixth Amendment to Credit Agreement dated as of December 27, 2001 by and between
Heads & Threads, various lending institutions, and American National Bank and Trust
Company of Chicago, as Agent.
-42-
Exhibit Number Description
- -------------- -----------
10.29(a) Agreement and Plan of Merger dated as of July 20, 2001 by and among Capitol
Transamerica Corporation, ABC Acquisition Corp. and Alleghany (the "Capitol
Transamerica Merger Agreement"), filed as Exhibit 10.1(a) to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, is incorporated herein by
reference.
10.29(b) List of Contents of Exhibits and Schedules to the Capitol Transamerica Merger
Agreement, filed as Exhibit 10.1(b) to Alleghany's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001, is incorporated herein by reference.
13 Pages 5 through 9, 11 through 13, 15 through 17, 20, and 22 through 40 of the Annual
Report to Stockholders of Alleghany for the year 2001.
21 List of subsidiaries of Alleghany.
23 Consent of KPMG LLP, independent certified public accountants, to the incorporation
by reference of their reports relating to the financial statements and related
schedules of Alleghany and subsidiaries in Alleghany's Registration Statements on
Form S-8 (Registration No. 333-37237), Form S-8 (Registration No. 333-76159), Form
S-8 (Registration No. 333-76996), Form S-3 (Registration No. 33-55707), Form S-3
(Registration No. 33-62477), Form S-3 (Registration No. 333-09881), and Form S-3
(Registration No. 333-13971).
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the fourth quarter of 2001.
-43-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 19, 2002 By /s/ John J. Burns, Jr.
-------------------------------
John J. Burns, Jr.
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: March 19, 2002 By /s/ Rex D. Adams
-------------------------------
Rex D. Adams
Director
Date: March 19, 2002 By /s/ John J. Burns, Jr.
-------------------------------
John J. Burns, Jr.
President and Director
(principal executive
officer)
Date: March 19, 2002 By /s/ Dan R. Carmichael
-------------------------------
Dan R. Carmichael
Director
Date: March 19, 2002 By /s/ David B. Cuming
-------------------------------
David B. Cuming
Senior Vice President
(principal financial
officer)
Date: March 19, 2002 By /s/ Thomas S. Johnson
-------------------------------
Thomas S. Johnson
Director
-44-
Date: March 19, 2002 By /s/ Allan P. Kirby, Jr.
-------------------------------
Allan P. Kirby, Jr.
Director
Date: March 19, 2002 By /s/ F.M. Kirby
-------------------------------
F.M. Kirby
Chairman of the Board
and Director
Date: March 19, 2002 By /s/ William K. Lavin
-------------------------------
William K. Lavin
Director
Date: March 19, 2002 By /s/ Roger Noall
-------------------------------
Roger Noall
Director
Date: March 19, 2002 By /s/ Peter R. Sismondo
-------------------------------
Peter R. Sismondo
Vice President, Controller,
Treasurer and Assistant
Secretary (principal
accounting officer)
Date: March 19, 2002 By /s/ James F. Will
-------------------------------
James F. Will
Director
-45-
ALLEGHANY CORPORATION
AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENT SCHEDULES
I CONDENSED FINANCIAL INFORMATION OF REGISTRANT
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES
All other schedules are omitted since they are not required, are not applicable,
or the required information is set forth in the financial statements or notes
thereto.
SCHEDULE I
ALLEGHANY CORPORATION
CONDENSED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(in thousands)
2001 2000
-------------------------
Assets
Equity securities (cost: 2001 $185,744; 2000 $217,220) $ 447,516 $ 530,391
Short-term investments 750,859 337,104
Cash 726 1,422
Accounts receivable 2,067 5,649
Property and equipment - at cost, less accumulated depreciation 121 117
Other assets 6,682 8,859
Net assets from discontinued operations 0 163,111
Investment in subsidiaries 623,356 303,204
-------------------------
$1,831,327 $1,349,857
=========================
Liabilities and common stockholders' equity
Current taxes payable $ 285,027 $ 8,050
Other liabilities $ 36,604 $ 38,849
Net deferred tax liability 87,916 106,686
Long-term debt 31,198 31,198
-------------------------
Total liabilities 440,745 184,783
Commitments and contingent liabilities
Common stockholders' equity 1,390,582 1,165,074
-------------------------
$1,831,327 $1,349,857
=========================
See accompanying Notes to Condensed Financial Statements.
SCHEDULE I
ALLEGHANY CORPORATION
CONDENSED STATEMENTS OF EARNINGS
THREE YEARS ENDED DECEMBER 31, 2001
(in thousands)
2001 2000 1999
------------------------------------------
Revenues:
Interest, dividend and other income $ 38,044 $ 32,077 $ 9,530
Net gain on sale of subsidiary 775,906 136,734 0
Net gain on investment transactions 806 10,045 85,174
------------------------------------------
Total revenues 814,756 178,856 94,704
------------------------------------------
Costs and Expenses:
Interest expense 2,664 3,002 4,397
General and administrative 47,105 23,220 17,632
------------------------------------------
Total costs and expenses 49,769 26,222 22,029
------------------------------------------
Operating gain (loss) 764,987 152,634 72,675
Equity in (loss) earnings of consolidated subsidiaries (230,608) 11,054 17,614
------------------------------------------
Earnings before income taxes 534,379 163,688 90,289
Income taxes 103,816 16,636 38,631
------------------------------------------
Earnings from continuing operations 430,563 147,052 51,658
Earnings from discontinued operations, net of tax (206,333) (78,195) 48,447
------------------------------------------
Net earnings $ 224,230 $ 68,857 $ 100,105
==========================================
See accompanying Notes to Condensed Financial Statements.
SCHEDULE I
ALLEGHANY CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
THREE YEARS ENDED DECEMBER 31, 2001
(in thousands)
2001 2000 1999
------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 430,563 $ 147,052 $ 51,658
Adjustments to reconcile net earnings to
cash provided by (used in) operations:
Depreciation and amortization 40 44 23
Net gain on investment transactions and
sales of subsidiaries (475,613) (146,780) (85,174)
Tax benefit on stock options exercised 816 3,127 2,241
Decrease in accounts receivable 3,582 133 9,629
Decrease (increase) in other assets 2,177 (288) 1,387
Increase (decrease) in other liabilities
and taxes payable 274,732 (32,784) 15,412
Equity in undistributed net earnings of
consolidated subsidiaries 36,492 (5,357) (10,833)
------------------------------------------
Net adjustments (157,774) (181,905) (67,315)
------------------------------------------
Cash provided by operations 272,789 (34,853) (15,657)
------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (15,099) (45,587) (6,777)
Sales of investments 46,823 43,903 168,132
Capital contributions to consolidated
subsidiaries (110,218) (20,587) 0
Cash dividends from consolidated
subsidiaries 54,964 5,970 1,202
Purchases of property and equipment (44) (20) 0
Net change in short-term investments (413,756) (216,590) (120,507)
Proceeds from sale of AAM and URG,
net of cash disposed 531,477 385,744 0
------------------------------------------
Net cash used investing activities 94,147 152,833 42,050
------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on long-term debt 0 0 (56,300)
Proceeds of long-term debt 0 0 38,100
Treasury stock acquisitions (12,576) (86,245) (22,292)
Net cash provided (to) by discontinued
operations (344,915) (33,744) 7,950
Other, net (10,141) 3,541 5,398
------------------------------------------
Net cash used in financing activities (367,632) (116,448) (27,144)
------------------------------------------
Net decrease in cash (696) 1,532 (751)
Cash at beginning of period 1,422 (110) 641
------------------------------------------
Cash at end of period $ 726 $ 1,422 ($ 110)
==========================================
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid during the period for:
Interest $ 1,912 $ 2,072 $ 5,374
Income taxes $ 250 $ 59,073 $ 16,455
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Fair value of equity securities transferred
to consolidated subsidiary $ 71,053
See accompanying Notes to Condensed Financial Statements.
SCHEDULE I
ALLEGHANY CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
(in thousands)
1. Investment in Consolidated Subsidiaries. Reference is made to Note 1 of the
Notes to Consolidated Financial Statements incorporated herein by reference.
2. Long-Term Debt. Reference is made to Note 5 of the Notes to Consolidated
Financial Statements incorporated herein by reference for information regarding
the significant provisions of the revolving credit loan agreement of Alleghany.
Included in long-term debt in the accompanying condensed balance sheets is
$19,123 and $12,075 in 2001 and 2000 of intercompany notes payable to Alleghany
Funding and World Minerals, respectively.
3. Income Taxes. Reference is made to Note 6 of the Notes to Consolidated
Financial Statements incorporated herein by reference.
4. Commitments and Contingencies. Reference is made to Note 12 of the Notes to
Consolidated Financial Statements incorporated herein by reference.
5. Stockholders' Equity. Reference is made to Note 7 of the Notes to
Consolidated Financial Statements incorporated herein by reference with respect
to stockholders' equity and surplus available for dividend payments to Alleghany
from its subsidiaries.
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Alleghany Corporation:
Under date of February 26, 2002, we reported on the consolidated balance sheets
of Alleghany Corporation and subsidiaries as of December 31, 2001 and 2000 and
the related consolidated statements of earnings, changes in common stockholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 2001 as contained in the 2001 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the year 2001. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the related financial statements schedules as listed in the
accompanying index. These financial statements schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements schedules based on our audits.
In our opinion, such financial statements schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
/s/ KPMG LLP
KPMG LLP
New York, New York
February 26, 2002
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
3.01 Restated Certificate of Incorporation of Alleghany, as amended by Amendment
accepted and received for filing by the Secretary of State of the State of
Delaware on June 23, 1988, filed as Exhibit 20 to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1988, is incorporated
herein by reference (Securities and Exchange Commission File No. 1-9371).
3.02 By-Laws of Alleghany as amended April 18, 1995, filed as Exhibit 3.1 to
Alleghany's Quarterly Report on Form 10-Q for the quarter ended March 31,
1995, is incorporated herein by reference.
*10.01 Description of Alleghany Management Incentive Plan, filed as Exhibit 10.01
to Alleghany's Annual Report on Form 10-K for the year ended December 31,
1993, is incorporated herein by reference.
*10.02 Alleghany Corporation Deferred Compensation Plan, as amended and restated
as of December 15, 1992, filed as Exhibit 10.03 to Alleghany's Annual
Report on Form 10-K for the year ended December 31, 1992, is incorporated
herein by reference.
*10.03 Alleghany 1993 Long-Term Incentive Plan, as amended and restated effective
as of January 1, 1994, filed as Exhibit 10.06(b) to Alleghany's Annual
Report on Form 10-K for the year ended December 31, 1994, is incorporated
herein by reference.
*10.04 Alleghany Supplemental Death Benefit Plan dated as of May 15, 1985 and
effective as of January 1, 1985, filed as Exhibit 10.08 to Old Alleghany's
Annual Report on Form 10-K for the year ended December 31, 1985, is
incorporated herein by reference (Securities and Exchange Commission File
No. 1-9371).
- --------
* Compensatory plan or arrangement.
Exhibit Number Description
- -------------- -----------
*10.05(a) Trust Agreement Amendment made as of July 8, 1994 between Alleghany and
Chemical Bank, filed as Exhibit 10.08(a) to Alleghany's Annual Report on
Form 10-K for the year ended December 31, 1995, is incorporated herein by
reference.
*10.05(b) Alleghany Retirement Plan, as amended and restated on March 14, 1995, filed
as Exhibit 10.08(c) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 1994, is incorporated herein by reference.
*10.05(c) Amendments to Alleghany Retirement Plan, effective as of January 1, 1996,
filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, is incorporated herein by reference.
*10.05(d) Amendments to Alleghany Retirement Plan, effective as of January 1, 1998,
filed as Exhibit 10.05(d) to Alleghany's Annual Report on Form 10-K for the
year ended December 31, 1997, are incorporated herein by reference.
*10.06 Alleghany Retirement COLA Plan dated and effective as of January 1, 1992,
as adopted on March 17, 1992, filed as Exhibit 10.7 to Alleghany's Annual
Report on Form 10-K for the year ended December 31, 1991, are incorporated
herein by reference (Securities and Exchange Commission File No. 1-9371).
*10.07 Description of Alleghany Group Long Term Disability Plan effective as of
July 1, 1995, filed as Exhibit 10.10 to Alleghany's Annual Report on Form
10-K for the year ended December 31, 1995, is incorporated herein by
reference.
*10.08(a) Alleghany Amended and Restated Directors' Stock Option Plan effective as of
April 20, 1993, filed as Exhibit 10.1 to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993, is incorporated herein by
reference.
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* Compensatory plan or arrangement.
Exhibit Number Description
- -------------- -----------
*10.08(b) Alleghany 2000 Directors' Stock Option Plan effective April 28, 2000, filed
as Exhibit A to Alleghany's Proxy Statement, filed in connection with its
Annual Meeting of Stockholders held on April 28, 2000, is incorporated
herein by reference.
*10.09 Alleghany Directors' Equity Compensation Plan, effective as of January 16,
1995, filed as Exhibit 10.11 to Alleghany's Annual Report on Form 10-K for
the year ended December 31, 1994, is incorporated herein by reference.
*10.10 Alleghany Non-Employee Directors' Retirement Plan effective July 1, 1990,
filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1990, is incorporated herein by reference
(Securities and Exchange Commission File No. 1-9371).
10.11(a) 364-Day Revolving Credit Agreement dated as of November 22, 2000, by and
between Alleghany, the banks which are signatories thereto, and U.S. Bank
National Association, as agent for the banks (the "364-Day Revolving Credit
Agreement"), filed as Exhibit 10.11(a) to Alleghany's Annual Report on Form
10-K for the year ended December 31, 2000, is incorporated herein by
reference.
10.11(b) List of Contents of Exhibits and Schedules to the 364-Day Revolving Credit
Agreement, filed as Exhibit 10.11(b) to Alleghany's Annual Report on Form
10-K for the year ended December 31, 2000, is incorporated herein by
reference.
10.11(c) First Amendment dated as of November 20, 2001 to the 364-Day Revolving
Credit Agreement.
10.11(d) Second Amendment dated as of February 20, 2002 to the 364-Day Revolving
Credit Agreement.
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* Compensatory plan or arrangement.
Exhibit Number Description
- -------------- -----------
10.11(e) Five-Year Revolving Credit Agreement dated as of November 22, 2000, by and
between Alleghany, the banks which are signatories thereto, and U.S. Bank
National Association, as agent for the banks (the "Five-Year Revolving
Credit Agreement"), filed as Exhibit 10.11(c) to Alleghany's Annual Report
on Form 10-K for the year ended December 31, 2000, is incorporated herein
by reference.
10.11(f) List of Contents of Exhibits and Schedules to the Five-Year Revolving
Credit Agreement, filed as Exhibit 10.11(d) to Alleghany's Annual Report on
Form 10-K for the year ended December 31, 2000, is incorporated herein by
reference.
10.11(g) First Amendment dated as of November 20, 2001 to the Five-Year Revolving
Credit Agreement.
10.12(a) Distribution Agreement dated as of June 16, 1998 by and between Alleghany
and Chicago Title Corporation (the "Spin-Off Distribution Agreement"),
filed as Exhibit 2.1(a) to Chicago Title Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, is incorporated herein by
reference (Securities and Exchange Commission File No. 001-13995).
10.12(b) List of Contents of Exhibits to the Spin-Off Distribution Agreement, filed
as Exhibit 2.1(b) to Chicago Title Corporation's Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, is incorporated herein by
reference (Securities and Exchange Commission File No. 001-13995).
10.12(c) Tax Sharing Agreement dated as of June 17, 1998 by and among Alleghany and
Chicago Title Corporation, filed as Exhibit 10.2 to Chicago Title
Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998, is incorporated herein by reference (Securities and Exchange
Commission File No. 001-13995).
Exhibit Number Description
- -------------- -----------
10.13 Distribution Agreement dated as of May 1, 1987 between Alleghany and MSL
Industries, Inc., filed as Exhibit 10.21 to Alleghany's Annual Report on
Form 10-K for the year ended December 31, 1987, is incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
10.14 Amendment to Distribution Agreement dated June 29, 1987, effective as of
May 1, 1987, between Alleghany and MSL Industries, Inc., filed as Exhibit
10.22 to Alleghany's Annual Report on Form 10-K for the year ended December
31, 1987, is incorporated herein by reference (Securities and Exchange
Commission File No. 1-9371).
10.15(a) Note Purchase Agreement dated as of December 11, 1998 by and among
Alleghany Properties, Inc., Alleghany and United of Omaha Life Insurance
Company (the "Alleghany Properties 1998 Note Purchase Agreement"), filed as
Exhibit 10.18(a) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 1998, is incorporated herein by reference. Agreements
dated as of December 11, 1998 among Alleghany Properties, Inc., Alleghany
and each of Companion Life Insurance Company, Hartford Life Insurance
Company, The Lincoln National Life Insurance Company, and First
Penn-Pacific Life Insurance Company are omitted pursuant to Instruction 2
of Item 601 of Regulation S-K.
10.15(b) List of Contents of Annexes and Exhibits to the Alleghany Properties 1998
Note Purchase Agreement, filed as Exhibit 10.18(b) to Alleghany's Annual
Report on Form 10-K for the year ended December 31, 1998, is incorporated
herein by reference.
10.16(a) Installment Sales Agreement dated December 8, 1986 by and among Alleghany,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch & Co.,
Inc., filed as Exhibit 10.10 to Alleghany's Annual Report on Form 10-K for
the year ended December 31, 1986, is incorporated herein by reference
(Securities and Exchange Commission File No. 1-9371).
Exhibit Number Description
- -------------- -----------
10.16(b) Intercreditor and Collateral Agency Agreement dated as of October 20, 1997
among The Chase Manhattan Bank, Barclays Bank PLC and Alleghany Funding
Corporation, filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, is incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
10.16(c) Master Agreement dated as of October 20, 1997 between Barclays Bank PLC and
Alleghany Funding Corporation, and related Amended Confirmation dated
October 24, 1997 between Barclays Bank PLC and Alleghany Funding
Corporation, filed as Exhibit 10.2 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, are incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
10.16(d) Indenture dated as of October 20, 1997 between Alleghany Funding
Corporation and The Chase Manhattan Bank, filed as Exhibit 10.3 to
Alleghany's Quarterly Report on Form 10-Q for the quarter ended September
30, 1997, is incorporated herein by reference (Securities and Exchange
Commission File No. 1-9371).
10.17(a) Stock Purchase Agreement dated as of July 1, 1991 among Celite Holdings
Corporation, Celite Corporation and Manville International, B.V. (the
"Celite Stock Purchase Agreement"), filed as Exhibit 10.2(a) to Alleghany's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, is
incorporated herein by reference (Securities and Exchange Commission File
No. 1-9371).
10.17(b) List of Contents of Exhibits and Schedules to the Celite Stock Purchase
Agreement, filed as Exhibit 10.2(b) to Alleghany's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991, is incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
Exhibit Number Description
- -------------- -----------
10.18(a) Joint Venture Stock Purchase Agreement dated as of July 1, 1991 among
Celite Holdings Corporation, Celite Corporation and Manville Corporation
(the "Celite Joint Venture Stock Purchase Agreement"), filed as Exhibit
10.3(a) to Alleghany's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1991, is incorporated herein by reference (Securities and Exchange
Commission File No. 1-9371).
10.18(b) List of Contents of Exhibits and Schedules to the Celite Joint Venture
Stock Purchase Agreement, filed as Exhibit 10.3(b) to Alleghany's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1991, is incorporated
herein by reference (Securities and Exchange Commission File No. 1-9371).
10.19(a) Asset Purchase Agreement dated as of July 1, 1991 among Celite Holdings
Corporation, Celite Corporation and Manville Sales Corporation (the "Celite
Asset Purchase Agreement"), filed as Exhibit 10.4(a) to Alleghany's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1991, is
incorporated herein by reference (Securities and Exchange Commission File
No. 1-9371).
10.19(b) List of Contents of Exhibits and Schedules to the Celite Asset Purchase
Agreement, filed as Exhibit 10.4(b) to Alleghany's Quarterly Report on Form
10-Q for the quarter ended June 30, 1991, is incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
10.19(c) Amendment No. 1 dated as of July 31, 1991 to the Celite Asset Purchase
Agreement, filed as Exhibit 10.32(c) to Alleghany's Annual Report on Form
10-K for the year ended December 31, 1991, is incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
Exhibit Number Description
- -------------- -----------
10.20(a) Acquisition Related Agreement dated as of July 1, 1991, by and between
Celite Holdings Corporation, Celite Corporation and Manville Corporation
(the "Celite Acquisition Related Agreement"), filed as Exhibit 10.5(a) to
Alleghany's Quarterly Report on Form 10-Q for the quarter ended June 30,
1991, is incorporated herein by reference (Securities and Exchange
Commission File No. 1-9371).
10.20(b) List of Contents of Exhibits to the Celite Acquisition Related Agreement,
filed as Exhibit 10.5(b) to Alleghany's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1991, is incorporated herein by reference
(Securities and Exchange Commission File No. 1-9371).
10.20(c) Amendment dated as of July 31, 1991 to Celite Acquisition Related
Agreement, filed as Exhibit 10.33(c) to Alleghany's Annual Report on Form
10-K for the year ended December 31, 1991, is incorporated herein by
reference (Securities and Exchange Commission File No. 1-9371).
10.21(a) Credit Agreement dated as of March 17, 1999 among Mineral Holdings Inc.,
World Minerals Inc., the Banks named therein and The Chase Manhattan Bank,
as Administrative Agent and Collateral Agent (the "World Minerals Credit
Agreement"), filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31, 1999, is incorporated herein by
reference.
10.21(b) List of Contents of Exhibits, Annexes and Schedules to the World Minerals
Credit Agreement, filed as Exhibit 10.2 to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1999, is incorporated herein by
reference.
10.21(c) Subordination Agreement dated as of March 17, 1999, among Alleghany
Corporation and The Chase Manhattan Bank, filed as Exhibit 10.3 to
Alleghany's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, is incorporated herein by reference.
Exhibit Number Description
- -------------- -----------
10.21(d) Amendment dated as of September 1, 2001 to the World Minerals Credit
Agreement.
10.22(a) Stock Purchase Agreement dated as of December 30, 1999 by and between
Alleghany and Swiss Re America Holding Corporation, filed as Exhibit 99.1
to Alleghany's Current Report on Form 8-K dated December 30, 1999, is
incorporated herein by reference.
10.22(b) Closing Agreement, dated May 10, 2000, by and between Swiss Re America
Holding Corporation and Alleghany, filed as Exhibit 99.2 to Alleghany's
Current Report on Form 8-K dated May 25, 2000, is incorporated herein by
reference.
10.23 Agreement, effective as of December 20, 2000, by and among Alleghany,
Underwriters Reinsurance Company and London Life and Casualty Reinsurance
Corporation, filed as Exhibit 10.23 to Alleghany's Annual Report on Form
10-K for the year ended December 31, 2000, is incorporated herein by
reference.
10.24(a) Agreement and Plan of Amalgamation dated as of July 30, 1998 by and among
Underwriters Reinsurance Company, Underwriters Acquisition Company Ltd. and
Venton Holdings Ltd. (the "Amalgamation Agreement"), filed as Exhibit
10.28(a) to Alleghany's Annual Report on Form 10-K for the year ended
December 31, 1998, is incorporated herein by reference.
10.24(b) List of Contents of Exhibits to the Amalgamation Agreement, filed as
Exhibit 10.28(b) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 1998, is incorporated herein by reference.
10.24(c) Amendment No. 1 dated as of September 24, 1998 to the Amalgamation
Agreement (the "Amalgamation Amendment No. 1"), filed as Exhibit 10.28(c)
to Alleghany's Annual Report on Form 10-K for the year ended December 31,
1998, is incorporated herein by reference.
Exhibit Number Description
- -------------- -----------
10.24(d) List of Contents of Exhibits to the Amalgamation Amendment No. 1, filed as
Exhibit 10.28(d) to Alleghany's Annual Report on Form 10-K for the year
ended December 31, 1998, is incorporated herein by reference.
10.25(a) Credit Agreement dated as of August 14, 2000, by and among Alleghany
Underwriting Ltd, Alleghany Underwriting Capital Ltd, Talbot Underwriting
Limited, and Alleghany Underwriting Capital (Bermuda) Ltd, as Borrowers and
Account Parties; Alleghany, as Guarantor; the Banks parties thereto from
time to time; Mellon Bank, N.A., as Issuing Bank, as Administrative Agent
and as Arranger; National Westminster Bank plc, as Syndication Agent and
ING Bank, N.V., as Managing Agent (the "Alleghany Underwriting Credit
Agreement"), filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended September 30, 2000, is incorporated herein by
reference.
10.25(b) List of Contents of Exhibits and Schedules to the Alleghany Underwriting
Credit Agreement, filed as Exhibit 10.2 to Alleghany's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2000, is incorporated herein
by reference.
10.25(c) First Amendment to Credit Agreement dated as of February 1, 2001, by and
among Alleghany Underwriting Ltd, Alleghany Underwriting Capital Ltd,
Talbot Underwriting Limited, Alleghany Underwriting Capital (Bermuda) Ltd,
Alleghany, Alleghany Insurance Holdings LLC, the Banks and Agents which
have signed the signature pages thereto, and Mellon Bank, N.A., as Bank, as
Issuing Bank and as Administrative Agent for the Banks and the Issuing
Bank, filed as Exhibit 10.25(c) to Alleghany's Annual Report on Form 10-K
for the year ended December 31, 2000, is incorporated herein by reference.
Exhibit Number Description
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10.25(d) Purchase Agreement dated as of October 31, 2001 by and between Alleghany
Insurance Holdings LLC and Talbot Holdings Ltd, filed as Exhibit 10.1 to
Alleghany's Quarterly Report on Form 10-Q for the quarter ended September
30, 2001, is incorporated herein by reference.
10.26(a) Agreement and Plan of Merger, dated as of October 18, 2000, by and among
ABN AMRO North America Holding Company, Alleghany Asset Management, Inc.
and Alleghany, filed as Exhibit 2.1 to Alleghany's Current Report on Form
8-K dated October 23, 2000, is incorporated herein by reference.
10.26(b) Amendment to the Agreement and Plan of Merger dated as of January 17, 2001,
by and among ABN AMRO North America Holding Company, Alleghany Asset
Management, Inc. and Alleghany, filed as Exhibit 2.2 to Alleghany's Current
Report on Form 8-K dated February 14, 2001, is incorporated herein by
reference.
10.26(c) Closing Agreement dated as of February 1, 2001, by and among ABN AMRO North
America Holding Company, Alleghany Asset Management, Inc. and Alleghany,
filed as Exhibit 2.3 to Alleghany's Current Report on Form 8-K dated
February 14, 2001, is incorporated herein by reference.
10.27(a) Asset Purchase Agreement dated as of April 3, 2000 by and among Heads &
Threads International LLC, Acktion Corporation and Reynolds Fasteners, Inc.
(the "Heads & Threads Asset Purchase Agreement"), filed as Exhibit 10.1 to
Alleghany's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000, is incorporated herein by reference.
10.27(b) List of Contents of Schedules to the Heads & Threads Asset Purchase
Agreement, filed as Exhibit 10.2 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, is incorporated herein by
reference.
Exhibit Number Description
- -------------- -----------
10.28(a) Credit Agreement dated as of April 3, 2000 among Heads & Threads
International LLC, various lending institutions, and American National Bank
and Trust Company of Chicago, as Agent (the "Heads & Threads Credit
Agreement"), filed as Exhibit 10.3 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, is incorporated herein by
reference.
10.28(b) List of Contents of Schedules and Exhibits to the Heads & Threads Credit
Agreement, filed as Exhibit 10.4 to Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, is incorporated herein by
reference.
10.28(c) First Amendment dated as of April 28, 2000 to the Heads & Threads Credit
Agreement, filed as Exhibit 10.28(c) to Alleghany's Annual Report on Form
10-K for the year ended December 31, 2000, is incorporated herein by
reference.
10.28(d) Second Amendment dated as of November 27, 2000 to the Heads & Threads
Credit Agreement, filed as Exhibit 10.28(d) to Alleghany's Annual Report on
Form 10-K for the year ended December 31, 2000, is incorporated herein by
reference.
10.28(e) Third Amendment dated as of March 19, 2001 to Credit Agreement dated as of
April 3, 2000 among Heads & Threads International LLC, various lending
institutions, and American National Bank and Trust Company of Chicago, as
Agent, filed as Exhibit 10.1 to Alleghany's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2001, is incorporated herein by reference.
10.28(f) Fourth Amendment to Credit Agreement dated as of August 14, 2001, and
Waiver by and between Heads & Threads International LLC, various lending
institutions, and American National Bank and Trust Company of Chicago, as
Agent, filed as Exhibit 10.2 to Alleghany's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001, is incorporated herein by
reference.
Exhibit Number Description
- -------------- -----------
10.28(g) Fifth Amendment to Credit Agreement dated as of November 26, 2001 by and
between Heads & Threads, various lending institutions, and American
National Bank and Trust Company of Chicago, as Agent.
10.28(h) Sixth Amendment to Credit Agreement dated as of December 27, 2001 by and
between Heads & Threads, various lending institutions, and American
National Bank and Trust Company of Chicago, as Agent.
10.29(a) Agreement and Plan of Merger dated as of July 20, 2001 by and among Capitol
Transamerica Corporation, ABC Acquisition Corp. and Alleghany (the "Capitol
Transamerica Merger Agreement"), filed as Exhibit 10.1(a) to Alleghany's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, is
incorporated herein by reference.
10.29(b) List of Contents of Exhibits and Schedules to the Capitol Transamerica
Merger Agreement, filed as Exhibit 10.1(b) to Alleghany's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2001, is incorporated herein by
reference.
13 Pages 5 through 9, 11 through 13, 15 through 17, 20, and 22 through 40 of
the Annual Report to Stockholders of Alleghany for the year 2001.
21 List of subsidiaries of Alleghany.
23 Consent of KPMG LLP, independent certified public accountants, to the
incorporation by reference of their reports relating to the financial
statements and related schedules of Alleghany and subsidiaries in
Alleghany's Registration Statements on Form S-8 (Registration No.
333-37237), Form S-8 (Registration No. 333-76159), Form S-8 (Registration
No. 333-76996), Form S-3 (Registration No. 33-55707), Form S-3
(Registration No. 33-62477), Form S-3 (Registration No. 333-09881), and
Form S-3 (Registration No. 333-13971).