Alleghany Corp/DE – ‘8-K’ for 5/19/05

On:  Monday, 5/23/05, at 3:38pm ET   ·   For:  5/19/05   ·   Accession #:  950123-5-6630   ·   File #:  1-09371

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Alleghany Corporation                                  4     14K 
 2: EX-10.1.A   Stock Purchase Agreement                             105    461K 
 3: EX-10.1.B   List of Contents of Exhibits and Schedules to          3     12K 
                          Stock Purchase Agreement                               
 4: EX-99.1     Press Release                                          2±     8K 

8-K   —   Alleghany Corporation
Document Table of Contents

8-K
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================================================================================

 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 19, 2005
                                                  ------------

 Alleghany Corporation
----------------------------------------------
(Exact name of registrant as specified in its charter)

     Delaware                      1-9371                   51-0283071
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer    
of incorporation)                                            Identification No.)

375 Park Avenue, Suite 3201, New York, New York                10152      
--------------------------------------------------------------------------------
(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:                                                           

[ ]  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))                                    

================================================================================

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Item 1.01.  Entry into a Material Definitive Agreement.                         

  On May 19, 2005, Alleghany Corporation entered into a definitive
agreement providing for the sale of its world-wide industrial minerals business,
World Minerals Inc., to Imerys USA, Inc., a wholly owned subsidiary of Imerys,  
S.A. Under the terms of the proposed transaction, Alleghany will receive a      
purchase price of $230 million in cash, subject to adjustment at closing for    
certain items which are expected to result in a net purchase price of           
approximately $215 million. The transaction is subject to customary closing     
conditions, including antitrust approvals.                                      

         The foregoing description of the acquisition agreement does not purport
to be complete and is qualified in its entirety by reference to such document, a
copy of which is filed as Exhibit 10.1(a) and incorporated herein by reference. 
A copy of the press release issued by Alleghany Corporation announcing that it  
had entered into the acquisition agreement is attached hereto as Exhibit 99.1.  

Item 9.01.  Financial Statements and Exhibits.                                  

(c) Exhibits. The following exhibits accompany this report:   

                                                                [Download Table]

Exhibit Number          Exhibit Description                       
--------------          -------------------                       
                                                                  
   10.1(a)              Stock Purchase Agreement, dated as of     
                        May 19, 2005, by and among Imerys         
                        USA, Inc., Imerys, S.A. and Alleghany     
                        Corporation (the "Stock Purchase          
                        Agreement")                               

   10.1(b)              List of Contents of Exhibits and Schedules
                        to the Stock Purchase Agreement.          
                        Alleghany agrees to furnish supplementally
                        a copy of any omitted exhibit or schedule 
                        to the Securities and Exchange Commission 
                        upon request.                             

     99.1               Press Release Announcing the Signing by   
                        Alleghany Corporation of a Definitive     
                        Agreement Regarding the Sale of World     
                        Minerals Inc. to Imerys USA, Inc.         

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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:  May 23, 2005                       By:      /s/ Peter R. Sismondo        
                                              ----------------------------------
                                     Name:   Peter R. Sismondo
                                   Title:  Vice President,
                                                       Controller, Treasurer
                                                         and Assistant Secretary

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 Index to Exhibits

                                                                [Download Table]

Exhibit Number          Exhibit Description                       
--------------          -------------------                       
                                                                  
   10.1(a)              Stock Purchase Agreement, dated as of     
                        May 19, 2005, by and among Imerys         
                        USA, Inc., Imerys, S.A. and Alleghany     
                        Corporation (the "Stock Purchase          
                        Agreement")                               

   10.1(b)              List of Contents of Exhibits and Schedules
                        to the Stock Purchase Agreement.          
                        Alleghany agrees to furnish supplementally
                        a copy of any omitted exhibit or schedule 
                        to the Securities and Exchange Commission 
                        upon request.                             

     99.1               Press Release Announcing the Signing by   
                        Alleghany Corporation of a Definitive     
                        Agreement Regarding the Sale of World     
                        Minerals Inc. to Imerys USA, Inc.         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		5/23/05		3					None on these Dates
For Period End:		5/19/05		1		4
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