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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. 7) 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) SEPTEMBER 11, 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 5,949,568 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 17,693,020 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 5,949,568 WITH 10 SHARED DISPOSITIVE POWER 17,693,020 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,693,020 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.1 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 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, Amendment No. 5 dated July 9, 1998 and Amendment No.6 to such Schedule 13D dated August 7, 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 August 24, 1998 through September 11, 1998, AIG purchased 348,400 additional shares of Common Stock for an aggregate purchase price of $28,602,921. AIG used its available working capital to purchase the shares of Common Stock. 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. 7 to Schedule 13D and is based upon the number of shares of Common Stock outstanding on June 30, 1998, as reported in the Company's Quarterly Report on Form 10-Q, for the quarter ended June 30, 1998. Page 5 of 7 Pages 6 (c). Since the filing of Amendment No. 6 to Schedule 13D dated August 7, 1998, AIG has acquired 348,400 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 ---- -------------------------- --------------- 8/24/98 1,100 $80.7500 " 1,500 80.2500 " 10,500 80.5000 " 3,000 80.6250 " 22,000 80.5625 " 900 80.5875 " 11,100 81.0000 " 1,000 81.5000 " 3,200 81.7500 " 300 81.8125 " 5,100 81.8750 " 6,700 81.9375 " 10,000 82.0000 " 1,000 82.1250 " 21,600 82.1875 " 800 82.4375 " 23,000 82.5000 " 1,200 82.3750 " 2,500 82.3125 " 26,700 82.2500 " 1,000 82.6250 " 500 82.6875 " 800 82.7500 " 18,500 80.0000 " 800 83.3250 " 700 83.3875 " 400 83.2500 " 200 83.3125 " 2,200 83.4375 " 2,500 83.5000 " 1,500 83.7500 " 12,500 84.0000 " 2,300 80.8750 " 2,000 83.8125 " 900 83.6250 8/26/98 600 81.9375 " 24,200 82.0000 8/27/98 3,600 82.0000 " 1,200 81.8125 " 11,200 81.8750 8/28/98 15,000 82.0000 " 600 81.9375 8/31/98 9,800 82.0000 " 8,100 81.9375 " 1,000 81.7500 " 800 81.8750 9/1/98 2,200 81.2500 " 2,800 81.5625 " 2,400 81.6250 " 500 81.5000 " 2,000 82.0000 9/10/98 36,000 82.0000 9/11/98 26,400 82.0000 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: September 11, 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