UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 2011
Alleghany Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-9371 | 51-0283071 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
||
| 7 Times Square Tower, 17th Floor, New York, New York | 10036 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: ( 212) 752-1356
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On June 14, 2011,
Alleghany Corporation’s recently established indirect, wholly owned
subsidiary, Stranded Oil Resources Corporation (“SORC”), entered into agreements, including a
license agreement (the “License Agreement”) and a management services agreement (the “MSA”) with
Laredo Oil, Inc. (“Laredo”), a Delaware corporation headquartered in Austin, Texas. Pursuant to
such agreements, SORC will seek to recover stranded crude oil from mature, declining oil fields by
using an enhanced oil recovery method known as underground gravity drainage (“UGD”). The initial
funding commitment by Alleghany to SORC with respect to the UGD opportunity, subject to various conditions
including certain milestones, is $16.0 million which can be increased by the SORC Board of
Directors in its sole discretion.
Under the License Agreement, Laredo will receive an interest in SORC’s net profits
(as defined in the License Agreement) (the “Royalty”) which will range from 17.25 percent to 19.99
percent as consideration for an exclusive license to use and exploit certain know-how and
intellectual property relating to the UGD recovery method it granted to SORC. Additionally, in the event of an initial public offering of SORC or other defined
corporate event, Laredo will receive a minimum of 17.25 percent, but not more than 19.99 percent, of the
SORC common equity or proceeds emanating from the event in exchange for termination of the Royalty.
Pursuant to the MSA, Laredo will provide to SORC the services of key employees,
including Mark See, Chief Executive Officer of Laredo, in consideration for monthly and quarterly
management service fees payable to Laredo by SORC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALLEGHANY CORPORATION |
||||
| Date: June 20, 2011 | By: | /s/ Roger B. Gorham | ||
| Name: | Roger B. Gorham | |||
| Title: | Senior Vice President and chief financial officer | |||
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