UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 9, 2012
ALLEGHANY CORPORATION
| Delaware | 1-9371 | 51-0283071 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 Times Square Tower, New York, New York 10036
(Address of principal executive offices) (Zip Code)
(212) 752-1356
(Registrant’s telephone number, including area code)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 March 9, 2012, Alleghany Corporation (“Alleghany”) issued a press release announcing the final results of elections made by stockholders of Transatlantic Holdings, Inc. (“Transatlantic”) for the form of consideration to be received in connection with the merger of Transatlantic with and into a wholly owned subsidiary of Alleghany, which merger became effective on March 6, 2012. The press release also announced the results of applying the proration formula (as cash consideration was undersubscribed) prescribed by the Agreement and Plan of Merger, dated as of November 20, 2011, by and among Alleghany, Shoreline Merger Sub, Inc. (formerly Shoreline Merger Sub, LLC) and Transatlantic. A copy of the press release dated March 9, 2012 is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Document Designation | |
| 99.1 | Press Release, dated March 9, 2012. | |
SIGNATURE
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.
Date: March 9, 2012
| ALLEGHANY CORPORATION | ||||
| By: | /s/ Christopher K. Dalrymple | |||
| Name: | Christopher K. Dalrymple | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 9, 2012. | |