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): December 31, 2004
Alleghany Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-9371 51-0283071
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
375 Park Avenue, Suite 3201, 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
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 December 31, 2004, Alleghany Corporation issued a press release
announcing the completion of the merger of its wholly owned subsidiary Heads &
Threads International LLC with and into HTI Acquisition LLC, an acquisition
vehicle formed by a private investor group led by Heads & Threads management and
by Capital Partners, Inc. Under the terms of the transaction, Alleghany received
merger consideration of approximately $54 million in cash, subject to adjustment
based upon net book value at closing. A copy of the press release issued on
December 31, 2004 is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits accompany this report:
Exhibit Number Exhibit Description
99.1 Press Release Announcing the Completion of the
Merger of Heads & Threads International LLC
with HTI Acquisition LLC
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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: January 5, 2004 By: /s/ Peter R. Sismondo
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Name: Peter R. Sismondo
Title: Vice President
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Index to Exhibits
Exhibit Number Exhibit Description
99.1 Press Release Announcing the Completion of the Merger of
Heads & Threads International LLC with HTI Acquisition LLC
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