UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)*
TRANSATLANTIC HOLDINGS, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(TITLE OF CLASS OF SECURITIES)
893521 10 4
(CUSIP NUMBER)
KATHLEEN E. SHANNON
SENIOR VICE PRESIDENT AND SECRETARY
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NEW YORK
(212) 770-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
SEPTEMBER 26, 2008
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rules 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box: [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D/A
CUSIP NO. 893521 10 4 PAGE 2 OF 25 PAGES
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1. NAME OF REPORTING PERSON: S.S. OR I.R.S. AMERICAN
IDENTIFICATION NO. OF ABOVE PERSON: INTERNATIONAL
GROUP, INC.
(I.R.S. IDENTIFICATION
NO. 13-2592361)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: NOT APPLICABLE
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [X]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION: INCORPORATED IN THE
STATE OF DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER: 17,073,690
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER: 22,019,801
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 17,073,690
PERSON WITH
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 22,019,801
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 39,093,491
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 59.0%
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14. TYPE OF REPORTING PERSON: HC, CO
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SCHEDULE 13D/A
CUSIP NO. 893521 10 4 PAGE 3 OF 25 PAGES
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1. NAME OF REPORTING PERSON: S.S. OR I.R.S. AIG COMMERCIAL
IDENTIFICATION NO. OF ABOVE PERSON: INSURANCE GROUP, INC.
(I.R.S. IDENTIFICATION
NO. 13-3386798)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: NOT APPLICABLE
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: INCORPORATED IN THE
STATE OF DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER: 22,018,973
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 22,018,973
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 22,018,973
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
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SCHEDULE 13D/A
CUSIP NO. 893521 10 4 PAGE 4 OF 25 PAGES
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1. NAME OF REPORTING PERSON: S.S. OR I.R.S. AIG PROPERTY
IDENTIFICATION NO. OF ABOVE PERSON: CASUALTY GROUP, INC.
(I.R.S. IDENTIFICATION
NO. 20-5971809)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: NOT APPLICABLE
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: INCORPORATED IN THE
STATE OF DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER: 22,018,973
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 22,018,973
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 22,018,973
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
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SCHEDULE 13D/A
CUSIP NO. 893521 10 4 PAGE 5 OF 25 PAGES
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1. NAME OF REPORTING PERSON: S.S. OR I.R.S. AMERICAN HOME
IDENTIFICATION NO. OF ABOVE PERSON: ASSURANCE COMPANY
(I.R.S. IDENTIFICATION
NO. 13-5124990)
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: NOT APPLICABLE
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: INCORPORATED IN THE
STATE OF NEW YORK
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER: 22,018,973
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 22,018,973
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 22,018,973
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 33.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IC, CO
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 16 (this "Amendment") to the Statement on Schedule
13D (the "Schedule 13D") relates to the common stock, par value $1.00 per share
("Common Stock"), of Transatlantic Holdings, Inc., a Delaware corporation (the
"Company"). Other than with respect to Item 3, this Amendment amends and
restates the Schedule 13D dated August 13, 1991, as amended and supplemented by
Amendment No. 1, dated November 3, 1993, Amendment No. 2, dated March 4, 1994,
Amendment No. 3, dated March 31, 1994, Amendment No. 4, dated November 21, 1995,
Amendment No. 5, dated July 2, 1998, Amendment No. 6, dated August 7, 1998,
Amendment No. 7, dated September 11, 1998, Amendment No. 8, dated January 19,
1999, Amendment No. 9, dated March 4, 1999, Amendment No. 10, dated March 11,
1999, Amendment No. 11, dated April 19, 1999, Amendment No. 12, dated July 26,
1999, Amendment No. 13, dated September 10, 1999, Amendment No. 14, dated
December 10, 1999, and Amendment No. 15, dated September 27, 2007, previously
filed by American International Group, Inc., a Delaware corporation ("AIG"), on
behalf of itself and its wholly owned subsidiary, American Home Assurance
Company, a New York corporation ("AHAC"). The principal executive offices of the
Company are located at 80 Pine Street, New York, New York 10005.
ITEM 2. IDENTITY AND BACKGROUND.
General
(a) through (c) and (f). This Amendment is being filed by AIG on
behalf of itself, AHAC and AIG Commercial Insurance Group, Inc. and AIG Property
Casualty Group, Inc., each a Delaware corporation and a wholly owned subsidiary
of AIG (together, the "HoldCos" and collectively with AIG and AHAC, the
"Reporting Persons"). In addition, of the 39,093,491 shares of Common Stock
that may be deemed beneficially owned by AIG, 828 shares of Common Stock are
held by certain mutual funds that are advised or managed by subsidiaries of AIG.
AIG is a holding company which, through its subsidiaries (including AHAC), is
primarily engaged in a broad range of insurance and insurance-related activities
in the United States and abroad. AIG's primary activities include both general
and life insurance and retirement services operations. Other significant
activities include financial services and asset management. AHAC is a multiple
line insurance company which is authorized to write substantially all lines of
property and casualty insurance in each state of the United States and abroad.
Each of the HoldCos is a holding company for AIG's general insurance
subsidiaries. The principal executive offices of AIG, the HoldCos and AHAC are
located at 70 Pine Street, New York, New York 10270.
Starr International Company, Inc., a Panamanian corporation ("SICO"),
has the sole power to vote and direct the disposition of 281,638,405 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") and the shared
power to direct the disposition of 2,200,076 AIG Shares held by Universal
Foundation, Inc., a Panamanian corporation ("Universal Foundation"). C.V. Starr
& Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 30,923,499 AIG Shares (18,544,278 of which are held by
the C.V. Starr & Co., Inc. Trust
Page 6 of 25
("Starr Trust"), of which Starr is a beneficiary). Maurice R. Greenberg, a
United States citizen, has the sole power to vote and direct the disposition of
2,695,797 AIG Shares, which may be acquired pursuant to stock options previously
granted by AIG to Mr. Greenberg as a then officer and director of AIG. Mr.
Greenberg has shared power to vote and direct the disposition of 67,816,338 AIG
Shares, 9,310,328 of which are held as a tenant in common with Mr. Greenberg's
wife, 111,004 of which are held in family trusts of which Mr. Greenberg is a
trustee, 30,923,499 of which are held by Starr (18,544,278 shares of which are
held by the Starr Trust, for which Starr is a beneficiary and Mr. Greenberg is a
trustee), 371,507 of which are held by the Maurice R. and Corinne P. Greenberg
Family Foundation, Inc., a New York not-for-profit corporation (the "Greenberg
Foundation"), of which Mr. Greenberg, his wife and family members are directors
and 27,100,000 of which are held by the Maurice R. and Corinne P. Greenberg
Joint Tenancy Company, LLC, a Florida limited liability company (the "Greenberg
Joint Tenancy Company"), of which the Maurice R. and Corinne P. Greenberg Joint
Tenancy Corporation, Inc. (the "Greenberg Joint Tenancy Corporation") is the
sole and managing member. Mr. Greenberg owns 24.08% of the voting common stock
of Starr directly. The Greenberg Foundation has the shared power to vote and
direct the disposition of such 371,507 AIG Shares. The Greenberg Joint Tenancy
Company has the shared power to vote and direct the disposition of such
27,100,000 AIG Shares. Edward E. Matthews, a United States citizen, has the sole
power to vote and direct the disposition of 613,345 AIG Shares, 300,220 of which
are held directly by Mr. Matthews and 313,125 of which may be acquired pursuant
to stock options previously granted by AIG to Mr. Matthews as a then officer and
director of AIG. Mr. Matthews has shared power to vote and direct the
disposition of 18,567,578 AIG Shares, 23,300 of which are held by Mr. Matthews'
wife and 18,544,278 of which are held by the Starr Trust, for which Starr is a
beneficiary and Mr. Matthews is a trustee.
The principal executive offices of SICO are located at Baarerstrasse
101, CH-6300 Zug, Switzerland and it also maintains an office at Mercury House,
101 Front Street, Hamilton HM12, Bermuda. The principal executive offices of
Starr and the Greenberg Foundation are located at 399 Park Avenue, 17th Floor,
New York, New York 10022. The principal executive offices of Universal
Foundation are located at Mercury House, 101 Front Street, Hamilton HM 12,
Bermuda. The principal executive offices of the Greenberg Joint Tenancy Company
are located at 35 Ocean Reef Drive, Key Largo, Florida 33037. The names of the
directors and executive officers ("Covered Persons") of AIG, the HoldCos, AHAC,
SICO, Starr, Universal Foundation, the Greenberg Foundation and the Greenberg
Joint Tenancy Corporation, their business addresses and principal occupations,
including the business addresses and principal occupations of Messrs. Greenberg
and Matthews, are set forth in Exhibit 99.2 attached hereto, which is
incorporated herein by reference in its entirety. The business address indicated
for Messrs. Greenberg and Matthews and each other Covered Person is also the
address of the principal employer of such person. Each of the Covered Persons is
a citizen of the United States, except for Messrs. Tse and Walsh, who are
British Subjects, Dr. Jacob A. Frenkel, who is a citizen of the State of Israel
and the Republic of Poland, Mr. Osborne, Ms. Barclay, Mr. Johnson
Page 7 of 25
and Ms. Barnes, who are citizens of the United Kingdom, and Mr. Zalamea, Ms.
Fernando and Mr. Colayco, who are citizens of the Republic of the Philippines.
All information provided in this Amendment (including, without
limitation, in this Item 2 and Exhibit 99.2 to this Amendment) with respect to
Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg
Foundation, and the Greenberg Joint Tenancy Company and their respective
directors and executive officers is provided based solely on the information set
forth in the most recent amendment to Schedule 13D relating to AIG Shares filed
on March 20, 2007 on behalf of Messrs. Greenberg and Matthews, SICO, Starr,
Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy
Company. This information has not been updated to reflect changes in the
ownership by such parties of AIG Shares that are disclosed in filings made by
one or more of such parties under Section 16 of the Securities Exchange Act of
1934, as amended ("Act"). In each case, such information may not be accurate or
complete and AIG takes no responsibility therefor and makes no representation to
its accuracy or completeness as of the date hereof or any subsequent date.
(d) and (e):
2006 Regulatory Settlements
In February 2006, AIG reached a final settlement with the Securities
and Exchange Commission ("SEC"), the United States Department of Justice
("DOJ"), the Office of the New York Attorney General ("NYAG") and the New York
State Department of Insurance ("DOI"). The settlements resolved outstanding
litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations
with these authorities and the DOJ in connection with the accounting, financial
reporting and insurance brokerage practices of AIG and its subsidiaries, as well
as claims relating to the underpayment of certain workers compensation premium
taxes and other assessments. As a result of these settlements, AIG made
payments or placed amounts in escrow in 2006 totaling approximately $1.64
billion, $225 million of which represented fines and penalties. The following
is additional information regarding the settlements.
AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment on February 9, 2006:
(a) permanently restraining and enjoining AIG from violating Section 17(a) of
the Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b),
13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1
of the Act; (b) ordering AIG to pay disgorgement; and (c) ordering AIG to pay
a civil penalty.
In February 2006, AIG and the DOJ entered into a letter agreement. In
the letter agreement, the DOJ notified AIG that in its view, AIG, acting through
some of its employees, violated federal criminal law in connection with
misstatements in periodic financial reports that AIG filed with the SEC between
2000 and 2004 relating to certain transactions. The settlement with the DOJ
consists of, among other things, AIG's
Page 8 of 25
cooperating with the DOJ in the DOJ's ongoing criminal investigation, accepting
responsibility for certain of its actions and those of its employees relating to
these transactions and paying money into a fund. Also effective February 9,
2006, AIG entered into agreements with the NYAG and the DOI, settling claims
under New York's Martin Act and insurance laws, among other provisions, which
were originally brought by the NYAG and the DOI in a civil complaint filed on
May 26, 2005.
As part of these settlements, AIG has agreed to retain for a period of
three years an independent consultant who will conduct a review that will
include the adequacy of AIG's internal controls over financial reporting and the
remediation plan that AIG has implemented as a result of its own internal
review.
PNC Settlement
In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a
subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of
the DOJ and the United States Attorney for the Southern District of Indiana with
respect to issues arising from certain structured transactions entered into with
Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the
marketing of transactions similar to the PNC transactions and related matters.
As part of the settlement, the SEC filed against AIG a civil
complaint, based on the conduct of AIG primarily through AIGFP, alleging
violations of certain antifraud provisions of the federal securities laws and
for aiding and abetting violations of reporting and record keeping provisions of
those laws. AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment permanently enjoining
it and its employees and related persons from violating certain provisions of
the Act, Act rules and the Securities Act, ordering disgorgement of fees it
received from the PNC transactions and providing for AIG to establish a
transaction review committee to review the appropriateness of certain future
transactions and to retain an independent consultant to examine certain
transactions entered into between 2000 and 2004 and review the policies and
procedures of the transaction review committee.
Page 9 of 25
The DOJ filed against AIGFP PAGIC Equity Holding Corp. ("AIGFP
PAGIC"), a wholly owned subsidiary of AIGFP, a criminal complaint alleging that
AIGFP PAGIC violated federal securities laws by aiding and abetting securities
law violations by PNC, in connection with a transaction entered into in 2001
with PNC that was intended to enable PNC to remove certain assets from its
balance sheets. The settlement with the DOJ consists of separate agreements with
AIG and AIGFP and a complaint filed against, and deferred prosecution agreement
with, AIGFP PAGIC. Under the terms of the settlement, AIGFP paid a monetary
penalty of $80 million. On January 17, 2006, the court approved an order
dismissing the complaint with prejudice. The obligations of AIG, AIGFP and AIGFP
PAGIC under the DOJ agreements relate principally to cooperating with the DOJ
and other federal agencies in connection with their related investigations.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
AIG is exploring all strategic alternatives in connection with the
potential disposition or other monetization of its and the other Reporting
Persons' interest in the Company. In response to certain strategic alternatives
communicated by AIG to the Company, the Company formed a special committee of
its board of directors consisting of directors that are independent of AIG and
the management of AIG to consider such strategic alternatives, as well as to
explore and consider any potential merger, third-party tender offer or other
business combination transaction involving all of the outstanding shares of
Common Stock of the Company. Representatives of the special committee have had
discussions with AIG with regard to the potential disposition by AIG of its
interest in the Company and a potential business combination involving the sale
of all of the outstanding shares of Common Stock of the Company to a third
party.
The strategic alternatives being considered or that may be considered
by AIG include: (i) a sale of the Company or its subsidiaries through a merger
or other business combination; (ii) the direct or indirect disposition in one or
more transactions of the shares of Common Stock held by the Reporting Persons,
including, without limitation, in one or more public offerings or in private
negotiated sales to one or more persons; (iii) a business combination or
restructuring involving the Company or its subsidiaries in connection with the
direct or indirect disposition in one or more transactions of the shares of
Common Stock held by the Reporting Persons; (iv) the Reporting Persons entering
into hedging, futures, swap or other derivative transactions relating to the
Common Stock; (v) a sale of substantially all the assets of the Company or its
subsidiaries; (vi) reinsurance or other commercial transactions between the
Company or its subsidiaries and the Reporting Persons; or (vii) any other
similar actions or transactions involving the Company or its subsidiaries, the
Reporting Persons, all of the outstanding shares of Common Stock and/or the
shares of Common Stock held by the Reporting Persons.
Except as disclosed above, none of the Reporting Persons or, to the
best of their knowledge, any Covered Persons, has any plans or proposals that
relate to or would result in any of the events set forth in Items 4(a) through
(j) of Schedule 13D. AIG has no available information regarding any such plans
or proposals of Messrs. Greenberg and Matthews, SICO, Starr, Universal
Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy Company or
their respective directors and executive officers.
Two of the Company's current directors are current or retired
executive officers of AIG and hold the following positions with AIG: Steven
J. Bensinger, Vice Chairman - Financial Services and Chief Financial Officer and
Thomas R. Tizzio, retired Senior Vice Chairman - General Insurance.
Page 10 of 25
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). The information required by these paragraphs for the
Reporting Persons is set forth in Items 7 through 11 and 13 of each of the cover
pages of this Amendment and is incorporated herein by reference in its entirety.
Mr. Bensinger has options to acquire 4,000 shares of Common Stock,
which options are exercisable within 60 days.
(c). None of the Reporting Persons or, to the best of their knowledge,
any Covered Persons (as listed in Exhibit 99.2), has engaged in any transactions
in the Common Stock of the Company during the past sixty days.
AIG has no available information regarding the beneficial ownership of
or transactions in the Common Stock of the Company by Messrs. Greenberg and
Matthews, SICO, Starr, Universal Foundation, the Greenberg Foundation and the
Greenberg Joint Tenancy Company or their respective directors and executive
officers.
(d) - (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In connection with an offering of 5.75% Senior Notes due 2015 (the
"Notes") by the Company, (i) AIG and the Company entered into a Letter
Agreement, dated December 7, 2005, relating to the purchase by certain
subsidiaries of AIG of $450,000,000 aggregate principal amount of the Notes, and
(ii) the Company and those
Page 11 of 25
AIG subsidiaries entered into a Registration Rights Agreement, dated February 2,
2006, relating to the resale of the Notes on a registered basis.
The Letter Agreement and Registration Rights Agreement are filed as
exhibits hereto and incorporated by reference into this Item 6.
AIG pledged its shares of Common Stock as collateral for a two-year,
$85 billion secured revolving credit facility provided by the Federal Reserve
Bank of New York pursuant to a guarantee and pledge agreement. The guarantee and
pledge agreement is filed as an exhibit to this Schedule 13D and is incorporated
by reference into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(99.1) Amended and Restated Agreement of Joint Filing, dated September
27, 2007, by and among AIG, the HoldCos and AHAC (incorporated by reference from
Amendment 15 to the Statement on Schedule 13D, dated September 27, 2007).
(99.2) List of the Directors and Executive Officers of American
International Group, Inc., AIG Commercial Insurance Group, Inc., AIG Property
Casualty Group, Inc., American Home Assurance Company, Starr International
Company, Inc., C.V. Starr & Co., Inc., Universal Foundation, Inc., The Maurice
R. and Corrine P. Greenberg Family Foundation, Inc. and The Maurice R. and
Corinne P. Greenberg Joint Tenancy Corporation, Inc., their business addresses
and principal occupations (filed herewith).
(99.3) Letter Agreement, dated December 7, 2005, by and among AIG,
certain subsidiaries of AIG and the Company (incorporated by reference from
Exhibit 1.2 to the Company's Current Report on Form 8-K, dated December 9,
2005).
(99.4) Registration Rights Agreement, dated February 2, 2006, by and
among AIG, certain subsidiaries of AIG and the Company (incorporated by
reference from Exhibit 4.1.5 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2005).
(99.5) Guarantee and Pledge Agreement, dated as of September 22, 2008,
by and among AIG, the Guarantors named therein and the Federal Reserve Bank of
New York (incorporated by reference from Exhibit 99.2 to AIG's Current Report on
Form 8-K, dated September 26, 2008).
Page 12 of 25
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Dated: September 26, 2008
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ Kathleen E. Shannon
------------------------------------
Name: Kathleen E. Shannon
Title: Senior Vice President and
Secretary
AMERICAN HOME ASSURANCE COMPANY
By: /s/ Andrew R. Holland
------------------------------------
Name: Andrew R. Holland
Title: Senior Vice President
and General Counsel
AIG COMMERCIAL INSURANCE GROUP, INC.
By: /s/ Andrew R. Holland
------------------------------------
Name: Andrew R. Holland
Title: Senior Vice President
and General Counsel
AIG PROPERTY CASUALTY GROUP, INC.
By: /s/ Kristian P. Moor
------------------------------------
Name: Kristian P. Moor
Title: President
and Chief Executive Officer
Page 13 of 25
EXHIBIT INDEX
Exhibit No. Description Location
----------- ----------- --------
99.1 Amended and Restated Agreement of Joint Filing, dated September Incorporated by reference from
27, 2007, by and among AIG, the HoldCos and AHAC. Amendment 15 to the Statement on
Schedule 13D, dated September 27, 2007.
99.2 List of the Directors and Executive Officers of American Filed herewith.
International Group, Inc., AIG Commercial Insurance Group, Inc.,
AIG Property Casualty Group, Inc., American Home Assurance
Company, Starr International Company, Inc., C.V. Starr & Co.,
Inc., Universal Foundation, Inc. and The Maurice R. and Corrine P.
Greenberg Family Foundation, Inc. and The Maurice R. and Corinne
P. Greenberg Joint Tenancy Corporation, Inc., their business
addresses and principal occupations.
99.3 Letter Agreement, dated December 7, 2005, by and among AIG, Incorporated by reference from
certain subsidiaries of AIG and the Company. Exhibit 1.2 to the Company's Current
Report on Form 8-K, dated December 9,
2005.
99.4 Registration Rights Agreement, dated February 2, 2006, by and Incorporated by reference from
among AIG, certain subsidiaries of AIG and the Company. Exhibit 4.1.5 to the Company's Annual
Report on Form 10-K for the year
ended December 31, 2005.
99.5 Guarantee and Pledge Agreement, dated as of September 22, 2008, Incorporated by reference from Exhibit 99.2
by and among AIG, the Guarantors named therein and the Federal to AIG's Current Report on Form 8-K, dated
Reserve Bank of New York. September 26, 2008.
Page 14 of 25