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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6 ) 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 VICE PRESIDENT AND SECRETARY AMERICAN INTERNATIONAL GROUP, INC. 70 PINE STREET, NEW YORK, NEW YORK 10270 (212) 770-5123 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) AUGUST 7, 1998 ------------------------------------------------------- (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 Rule 13d-1(b)(3) or (4), check the following box / /. The information required on 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. 2 SCHEDULE 13D CUSIP No. 893521 10 4 PAGE 2 of 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AMERICAN INTERNATIONAL GROUP, INC. IRS NO. 13-2592361 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN THE STATE OF DELAWARE 7 SOLE VOTING POWER NUMBER OF 5,601,168 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 17,344,620 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 5,601,168 WITH 10 SHARED DISPOSITIVE POWER 17,344,620 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,344,620 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.1 14 TYPE OF REPORTING PERSON HC, CO 3 SCHEDULE 13D CUSIP No. 893521 10 4 PAGE 3 of 7 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AMERICAN HOME ASSURANCE COMPANY IRS ID# 13-5124990 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION INCORPORATED IN THE STATE OF NEW YORK 7 SOLE VOTING POWER NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 11,743,452 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 11,743,452 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,743,452 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.9 14 TYPE OF REPORTING PERSON IC, CO 4 ITEM 1. Security and Issuer. This Statement relates to the common stock, par value $1.00 per share ("Common Stock"), of Transatlantic Holdings, Inc., a Delaware corporation ("Company"). This statement amends and supplements Items 1, 3, 4(a) and 5 of the Statement on Schedule 13D dated August 13, 1991, Amendment No. 1 to such Schedule 13D dated November 3, 1993, Amendment No. 2 to such Schedule 13D dated March 4, 1994, Amendment No. 3 to such Schedule 13D dated March 31, 1994, Amendment No. 4 to such Schedule 13D dated November 21, 1995 and Amendment No 5 to such Schedule 13D dated July 9, 1998 (hereinafter collectively referred to as the "Schedule 13D"), 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. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms as in the Schedule 13D. Page 4 of 7 Pages 5 ITEM 3. Source and Amount of Funds or Other Consideration. During the period from June 26, 1998 through August 7, 1998, AIG purchased 198,500 additional shares of Common Stock for an aggregate purchase price of $17,566,839. AIG used its available working capital to purchase the shares of Common Stock. ITEM 4. Purpose of Transaction. (a) As a result of the purchases described in Item 3 above, AIG has obtained ownership of more than 50 percent of the outstanding voting securities of the Company, thereby obtaining control over the Company and allowing AIG to account for its investment in the Company on a consolidated basis. ITEM 5. Interest in Securities of Issuer. (a) and (b). The information required by these paragraphs is set forth in Items 7 through 11 and 13 of each of the cover pages to this Amendment No. 6 to Schedule 13D and is based upon the number of shares of Common Stock outstanding on June 30, 1998, based upon information provided by the Company. Page 5 of 7 Pages 6 (c). Since the filing of Amendment No. 5 to Schedule 13D dated July 9, 1998, AIG has acquired 198,500 shares of Common Stock as follows: The above purchases were made in Open Market Purchases. AIG, AHAC, SICO and Starr and, to the best of AIG's and AHAC's knowledge, the Covered Persons, have not engaged in any transactions in Common Stock within the past 60 days other than those transactions described above. Page 6 of 7 Pages
Date Number of Shares Purchased Price Per Share ---- -------------------------- --------------- 07/16/98 400 $81.2500 07/17/98 1,600 82.5000 07/17/98 3,400 82.6250 07/20/98 2,200 82.6250 07/21/98 6,300 83.4375 07/21/98 2,800 83.3125 07/21/98 300 83.1250 07/21/98 300 83.0625 07/22/98 500 83.7500 07/22/98 800 83.1250 07/22/98 1,100 83.0000 07/22/98 500 82.3125 07/23/98 400 84.5625 07/23/98 900 84.6875 07/23/98 200 84.7500 07/23/98 2,800 84.8125 07/23/98 600 84.8750 07/23/98 9,100 85.0000 07/24/98 3,200 85.0000 07/24/98 500 84.6250 07/24/98 1,700 84.5625 07/24/98 1,700 84.5000 07/24/98 1,900 84.4375 07/24/98 700 84.3750 07/27/98 1,700 85.3750 07/27/98 2,300 85.3125 07/27/98 600 85.2500 07/27/98 3,900 85.1875 07/27/98 1,600 85.1250 07/28/98 500 85.5000 07/28/98 1,100 85.4375 07/28/98 400 85.3750 07/28/98 800 85.3125 07/28/98 1,000 85.2500 07/28/98 2,000 85.1250 07/28/98 600 85.0625 07/28/98 1,300 85.0000 07/28/98 2,100 84.9375 07/28/98 300 84.8750 07/30/98 5,300 90.0000 07/30/98 900 89.9375 07/30/98 1,000 89.8750 07/30/98 800 89.8125 07/30/98 2,000 89.7500 08/03/98 1,700 90.0000 08/03/98 3,000 90.0625 08/04/98 7,200 90.0000 08/04/98 2,800 89.9375 08/04/98 1,800 89.8125 08/04/98 700 89.7500 08/04/98 500 89.6875 08/04/98 2,500 89.1875 08/04/98 2,500 89.0625 08/05/98 200 90.0000 08/05/98 300 89.9375 08/05/98 200 89.8750 08/05/98 1,300 89.7500 08/05/98 2,000 89.6875 08/05/98 3,100 89.6250 08/05/98 1,700 89.5625 08/05/98 1,100 89.3125 08/06/98 5,700 89.0000 08/06/98 2,900 88.9375 08/06/98 200 88.8750 08/06/98 1,100 88.6250 08/07/98 81,900 91.0000 7 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: August 7, 1998 AMERICAN INTERNATIONAL GROUP, INC. By: /s/ KATHLEEN E. SHANNON ------------------------------- Kathleen E. Shannon Vice President and Secretary AMERICAN HOME ASSURANCE COMPANY By: /s/ EDWARD E. MATTHEWS ------------------------------- Edward E. Matthews Senior Vice President Page 7 of 7 Pages