UNITED
STATES
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
Date of
Report (Date of earliest event reported): May 18, 2006
Alleghany Corporation
(Exact
name of registrant as specified in its charter)
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| Delaware |
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1-9371 |
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51-0283071 |
(State
or other jurisdiction
of incorporation) |
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(Commission File
Number) |
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(IRS Employer
Identification No.) |
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| 7 Times
Square Tower, 17th Floor, New York, New York |
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10036 |
| (Address of principal executive offices) |
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(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:
¨ 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
1.01 Entry into a Material Definitive Agreement.
On
May 18, 2006, in connection with the initial public offering of shares of common stock (the
“IPO”) of Darwin Professional Underwriters, Inc. (“Darwin”), a subsidiary of Alleghany Corporation
(the “Company”), Alleghany Insurance Holdings LLC, also a subsidiary of the Company, and Darwin
entered into a Registration Rights Agreement (the “Registration Rights Agreement”). The
Registration Rights Agreement is filed as Exhibit 10.1 to this current report on Form 8-K.
Also
on May 18, 2006, in connection with the IPO, the Company entered into a Master Agreement
(the “Master Agreement”) with Darwin. The Master Agreement is filed as Exhibit 10.2 to this
current report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(c) Exhibits
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10.1 |
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Registration Rights
Agreement dated as of May 18, 2006 by and between Darwin Professional Underwriters,
Inc. and Alleghany Insurance Holdings LLC. |
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10.2 |
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Master Agreement dated as of May 18, 2006
by and between Darwin Professional Underwriters, Inc. and
Alleghany Corporation. |