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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. 5 ) 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) JULY 2, 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 21 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 5,402,668 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 17,146,120 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 5,402,668 WITH 10 SHARED DISPOSITIVE POWER 17,146,120 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,146,120 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.5 14 TYPE OF REPORTING PERSON HC, CO 3 SCHEDULE 13D CUSIP No. 893521 10 4 PAGE 3 of 21 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 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 and Amendment No. 4 to such Schedule 13D dated November 21, 1995 (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. ITEM 2. Identity and Background. (a) through (c). This statement is filed by AIG on behalf of itself and its wholly owned subsidiary, AHAC. AIG is a holding company which, through its subsidiaries, is primarily engaged in a broad range of insurance and insurance-related activities and financial services in the United States and abroad. AHAC is a multiple line insurance company which writes substantially all lines of property and casualty insurance in each state of the United States and abroad. The principal executive offices of AIG and AHAC are located at 70 Pine Street, New York, New York 10270. Starr International Company, Inc., a private holding company incorporated in Panama ("SICO"), The Starr Foundation ("The Starr Foundation"), a New York not-for-profit corporation, and C.V. Starr & Co., Inc., a Delaware corporation ("Starr"), have the right to vote approximately 16.2%, 3.5% and 2.4%, respectively, of the outstanding common stock of AIG. The principal executive offices of SICO are located at 29 Richmond Road, Pembroke, Bermuda. The principal executive offices of The Starr Foundation and Starr are located at 70 Pine Street, New York, New York 10270. The directors and executive officers ("Covered Persons") of AIG, AHAC, SICO, The Starr Foundation and Starr, their business addresses and principal occupations are set forth in Exhibit B attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for each Covered Person is also the address of the principal employer for such Covered Person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Johnson, Manton, Milton, Sullivan and Edmund Tse, who are British subjects, Messrs. Cohen and McMillan who are Canadian subjects and Mr. Sakai, who is a Japanese citizen. Page 4 of 21 Pages 5 (d) and (e). During the last five years, none of AIG, AHAC, SICO, The Starr Foundation and Starr, or any of the Covered Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. During the period from June 8, 1998 through June 26, 1998, AIG purchased 208,900 additional shares of Common Stock for an aggregate purchase price of $15,574,417. AIG used its available working capital to purchase the shares of Common Stock. Future transactions may be executed on the New York Stock Exchange ("NYSE") or other exchanges or in the over-the-counter market and the purchase prices for such open market purchases ("Open Market Purchases") will be market prices when executed. AIG may also acquire shares of Common Stock in privately negotiated transactions ("Privately Negotiated Transactions", together with Open Market Purchases, "Secondary Market Purchases"). With respect to any Privately Negotiated Transactions, the purchase price and form of consideration will be as negotiated between AIG and the seller. See Item 4 below. AIG would pay cash for Secondary Market Purchases. The aggregate amount of funds necessary to effectuate Secondary Market Purchases is not determinable, as it is dependent upon (i) the purchase prices discussed above and (ii) the number of shares of Common Stock purchased. AIG would obtain funding for any Secondary Market Purchases internally from working capital or, if external funding were used, from the capital markets in the form of commercial paper or medium-term notes. ITEM 4. Purpose of Transaction. (a) The relationship between AIG and the Company is more fully described in the Prospectus dated June 15, 1990 ("Prospectus"), included in the Company's Registration Statement (File No. 33-34433), as filed with the Securities and Exchange Commission in connection with the initial public offering of the Common Stock, and which is incorporated herein by reference in its entirety. AIG continually reviews its investment in the Company and, if an evaluation of market conditions, applicable regulatory requirements, and the Company's business prospects and future developments is favorable, may from time to time, determine to increase its equity position in the Company. The purchases of Common Stock by AIG described in paragraphs (a) and (b) of Item 5 below were made by AIG after the completion of such evaluation. AIG from time to time may acquire additional shares of Common Stock, including in such amounts that AIG may obtain ownership of more than 50% of the outstanding shares of Common Stock and thereby control the Company. Such acquisitions may be accomplished through Open Market Purchases or in Privately Negotiated Transactions. Any such purchases will depend upon AIG's evaluation at such time of the Company's operating results and prospects, the market price for the Common Stock, the purchase price applicable to such Secondary Market Purchases and other factors, and there can be no assurance that any such purchases will occur or, if they occur, the timing or extent thereof. On June 15, 1998, AIG filed with the United States Department of Justice and the Federal Trade Commission a Notification and Report under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Act"), with respect to the Common Stock of the Company, stating that AIG presently has a good faith intention to acquire for cash, from time to time within one year following the termination of the waiting period with respect to the filing, additional shares of Common Stock, including in such amounts that AIG would obtain 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. It is expected that acquisitions of shares of Common Stock by AIG would be accomplished through Secondary Market Transactions. AIG received notification of early termination of the waiting period under the Act on July 2, 1998. (b) through (j). AIG currently has no plans or proposals to change the present Board of Directors or management of the Company or to change the Company's dividend policy, capitalization, certificate of incorporation or by-laws; however, AIG may from time to time reevaluate the desirability of proposing changes to the composition of the Company's Board of Directors to increase AIG's representation thereon. AIG currently has no plans or proposals with respect to a reorganization, liquidation, sale of material assets or similar transaction involving the Company. AIG believes that any Secondary Market Purchases it may make the Company's Common Stock will not result in delisting of the shares of Common Stock from the New York Stock Exchange. 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. 5 to Schedule 13D and is based upon the number of Common Stock outstanding on March 31, 1998 as contained in the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 1998. Page 5 of 21 Pages 6 (c). During the past 60 days, AIG acquired 208,900 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. (d) and (e). Not applicable. ITEM 6. Contracts, Arrangements, Understandings & Relationships With Respect to Securities of the Issuer. Not applicable. ITEM 7. Material to be Filed as Exhibits. (a) Agreement of Joint Filing dated as of August 13, 1991 by and between American International Group, Inc. and American Home Assurance Company. (Previously filed and incorporated herein by reference) (b) List of Directors and Executive Officers of AIG, AHAC, SICO, The Starr Foundation and Starr. Page 6 of 21 Pages
Date Number of Shares Purchased Average Price Per Share ---- -------------------------- -------------------- 06/08/98 3,000 $74.8750 06/09/98 4,000 $74.6875 06/10/98 6,000 $74.6875 06/12/98 10,000 $74.8125 06/12/98 131,300 $74.2500 06/15/98 1,000 $74.8750 06/16/98 22,800 $74.9759 06/17/98 3,300 $74.9318 06/19/98 15,000 $74.9792 06/23/98 4,100 $74.9375 06/25/98 1,000 $75.0000 06/26/98 7,400 $74.9595 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: July 9, 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 21 Pages 8 EXHIBIT INDEX Exhibit Description A Agreement of Joint Filing dated as of August 13, 1991 by and between American International Group, Inc. and American Home Assurance Company. (Previously filed and incorporated herein by reference) B List of Directors and Executive Officers of AIG, AHAC, SICO, The Starr Foundation and Starr. Page 8 of 21 Pages 9 EXHIBIT B AMERICAN HOME ASSURANCE COMPANY DIRECTORS Michael J. Castelli American International Group, Inc. 70 Pine Street New York, New York 10270 Charles Dangelo American International Group, Inc. 70 Pine Street New York, New York 10270 Florence A. Davis American International Group, Inc. 70 Pine Street New York, New York 10270 Evan G. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 Larry D. Hollen American Home Assurance Company 70 Pine Street New York, New York 10270 M.R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 John G. Hughes American International Group, Inc. 70 Pine Street New York, New York 10270 David M. Hupp American International Group, Inc. 70 Pine Street New York, New York 10270 Edwin A.G. Manton American International Group, Inc. 70 Pine Street New York, New York 10270 Edward E. Matthews American International Group, Inc. 70 Pine Street New York, New York 10270 Christian Milton American International Group, Inc. 70 Pine Street New York, New York 10270 Michael Mitrovic American International Group, Inc. 70 Pine Street New York, New York 10270 Page 9 of 21 Pages 10 Kristian P. Moor American International Group, Inc. 70 Pine Street New York, New York 10270 Win J. Neuger American International Group, Inc. 70 Pine Street New York, New York 10270 Takaki Sakai A.I.U. K.K. P.O. Box 951 Tokyo, Japan Robert Sandler American International Group, Inc. 70 Pine Street New York, New York 10270 B. Michael Schlenke American International Group, Inc. 70 Pine Street New York, New York 10270 Howard I. Smith American International Group, Inc. 70 Pine Street New York, New York 10270 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Page 10 of 21 Pages 11 AMERICAN HOME ASSURANCE COMPANY EXECUTIVE OFFICERS Thomas R. Tizzio Chairman of the Board 70 Pine Street New York, New York 10270 Larry D. Hollen President 70 Pine Street New York, New York 10270 Timothy P. Mitchell Executive Vice President 70 Pine Street New York, New York 10270 Kristian P. Moor Executive Vice President 70 Pine Street New York, New York 10270 Michael J. Castelli Senior Vice President & Treasurer 70 Pine Street New York, New York 10270 Frank H. Douglas, Jr. Senior Vice President & Actuary 70 Pine Street New York, New York 10270 David M. Hupp Senior Vice President 70 Pine Street New York, New York 10270 William R. Jacobi Senior Vice President 70 Pine Street New York, New York 10270 Vincent J. Masucci Senior Vice President 777 S. Figueroa Street 18th Floor Los Angeles, California 90017 Edward E. Matthews Senior Vice President 70 Pine Street New York, New York 10270 Page 11 of 21 Pages 12 John F. Schumacher Senior Vice President 70 Pine Street New York, New York 10270 Mark T. Willis Senior Vice President 500 W. Madison Street Chicago, Illinois 60661 Robert Beier Vice President 70 Pine Street New York, New York 10270 John J. Blumenstock Vice President & Assistant 70 Pine Street Comptroller New York, New York 10270 Lawrence W. Carlstrom Vice President 70 Pine Street New York, New York 10270 John G. Colona Vice President 70 Pine Street New York, New York 10270 Robert K. Conry Vice President 70 Pine Street New York, New York 10270 Brian S. Frisch Vice President & Assistant 70 Pine Street Comptroller New York, New York 10270 Kumar Gursahaney Vice President & Comptroller 70 Pine Street New York, New York 10270 Harold S. Jacobowitz Vice President 70 Pine Street New York, New York 10270 Dee R. Klock Vice President 70 Pine Street New York, New York 10270 Page 12 of 21 Pages 13 Gary A. McMillan Vice President 70 Pine Street New York, New York 10270 Christian M. Milton Vice President 70 Pine Street New York, New York 10270 Win J. Neuger Vice President 70 Pine Street New York, New York 10270 David B. Pinkerton Vice President 70 Pine Street New York, New York 10270 Elizabeth M. Tuck Secretary 70 Pine Street New York, New York 10270 Page 13 of 21 Pages 14 AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS M. Bernard Aidinoff Sullivan & Cromwell 125 Broad Street New York, New York 10004 Lloyd M. Bentsen Verner Liipfert Bernhard McPherson & Hand 2600 Texas Commerce Tower 600 Travis Street Suite 2600 Houston, Texas 77002 Pei-yuan Chia 298 Bedford - Banksville Road Bedford, New York 10506 Marshall A. Cohen Cassels, Brock & Blackwell 40 King Street West 20th Fl. Toronto, Ontario M5H 3C2 Barber B. Conable, Jr. P.O. Box 218 Alexander, New York 14005 Martin S. Feldstein National Bureau of Economic Research, Inc. 1050 Massachusetts Avenue Cambridge, Massachusetts 02138 Leslie L. Gonda International Lease Finance Corporation 1999 Avenue of the Stars Los Angeles, California 90067 Evan G. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 M. R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 Page 14 of 21 Pages 15 Carla A. Hills Hills & Company 1200 19th Street, N.W. - 5th Fl. Washington, DC 20036 Frank J. Hoenemeyer 7 Harwood Drive Madison, New Jersey 07940 Edward E. Matthews American International Group, Inc. 70 Pine Street New York, New York 10270 Dean P. Phypers 220 Rosebrook Road New Canaan, Connecticut 06840 Howard I. Smith American International Group, Inc. 70 Pine Street New York, New York 10270 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Edmund S.W. Tse American International Assurance Co., Ltd. 1 Stubbs Road Hong Kong Frank G. Wisner American International Group,Inc. 70 Pine Street New York, New York 10270 Page 15 of 21 Pages 16 AMERICAN INTERNATIONAL GROUP, INC. EXECUTIVE OFFICERS M.R. Greenberg Chairman & Chief Executive Officer 70 Pine Street New York, New York 10270 Thomas R. Tizzio Senior Vice Chairman - General 70 Pine Street Insurance New York, New York 10270 Edward E. Matthews Vice Chairman - Investments & 70 Pine Street Financial Services New York, New York 10270 Edmund S.W. Tse Vice Chairman - Life Insurance American International Assurance Co., Ltd. 1 Stubbs Road Hong Kong Frank G. Wisner Vice Chairman - External Affairs 70 Pine Street New York, New York 10270 Evan G. Greenberg President & Chief Operating Officer 70 Pine Street New York, New York 10270 Edwin A.G. Manton Senior Advisor 70 Pine Street New York, New York 12070 John J. Roberts Senior Advisor 70 Pine Street New York, New York 10270 Ernest E. Stempel Senior Advisor 70 Pine Street New York, New York 10270 Page 16 of 21 Pages 17 Robert B. Sandler Executive Vice President - Senior 70 Pine Street Casualty Actuary & Senior Claims Officer New York, New York 10270 Howard I. Smith Executive Vice President, Chief 70 Pine Street Financial Officer & Comptroller New York, New York 10270 William N. Dooley Senior Vice President - Financial Services 70 Pine Street New York, New York 10270 Lawrence W. English Senior Vice President - Administration 70 Pine Street New York, New York 10270 Axel I. Freudmann Senior Vice President - Human Resources 72 Wall Street New York, New York 10270 Win J. Neuger Senior Vice President & Chief 70 Pine Street Investment Officer New York, New York 10270 Martin J. Sullivan Senior Vice President - 70 Pine Street Foreign General Insurance New York, New York 10270 Florence A. Davis Vice President & General Counsel 70 Pine Street New York, New York 10270 Robert E. Lewis Vice President & Chief Credit Officer 70 Pine Street New York, New York 10270 Charles M. Lucas Vice President & Director of Market Risk 70 Pine Street Management New York, New York 10270 Frank Petralito II Vice President & Director of Taxes 70 Pine Street New York, New York 10270 Page 17 of 21 Pages 18 Kathleen E. Shannon Vice President, Secretary & 70 Pine Street Associate General Counsel New York, New York 10270 John T. Wooster, Jr. Vice President - Communications 70 Pine Street New York, New York 10270 Carol A. McFate Treasurer 70 Pine Street New York, New York 10270 Page 18 of 21 Pages 19 STARR INTERNATIONAL COMPANY, INC. EXECUTIVE OFFICERS & DIRECTORS Houghton Freeman 1880 Mountain Road, #14 Director Stowe, Vermont 05672 Evan G. Greenberg 70 Pine Street Director New York, New York 10270 Maurice R. Greenberg 70 Pine Street Director & Chairman of New York, New York 10270 the Board Joseph C.H. Johnson American International Building Director, President Richmond Road & Treasurer Pembroke 543 Bermuda Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director New York, New York 10270 L. Michael Murphy American International Building Director, Vice President Richmond Road & Secretary Pembroke 543 Bermuda John J. Roberts 70 Pine Street Director New York, New York 12070 Robert M. Sandler 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Thomas R. Tizzio 70 Pine Street Director New York, New York 10270 Edmund S.W. Tse 1 Stubbs Road Director Hong Kong Page 19 of 21 Pages 20 THE STARR FOUNDATION EXECUTIVE OFFICERS & DIRECTORS M.R. Greenberg 70 Pine Street Director and Chairman New York, New York 10270 T.C. Hsu 70 Pine Street Director and President New York, New York 10270 Marion Breen 70 Pine Street Director and Vice President New York, New York 10270 John J. Roberts 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Houghton Freeman 1880 Mountain Road, #14 Director Stowe, Vermont 05672 Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Gladys Thomas 70 Pine Street Vice President New York, New York 10270 Frank Tengi 70 Pine Street Treasurer New York, New York 10270 Ida Galler 70 Pine Street Secretary New York, New York 10270 Page 20 of 21 Pages 21 C.V. STARR & CO., INC. OFFICERS & DIRECTORS Houghton Freeman 1880 Mountain Road #14 Director Stove, Vermont 05672 E.G. Greenberg 70 Pine Street Director & Executive New York, New York 10270 Vice President M.R. Greenberg 70 Pine Street Director, President & New York, New York 10270 Chief Executive Officer Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director & Senior Vice New York, New York 10270 President John J. Roberts 70 Pine Street Director New York, New York 10270 Robert M. Sandler 70 Pine Street Director & Vice President New York, New York 10270 Howard I. Smith 70 Pine Street Director & Senior Vice New York, New York 10270 President Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Thomas R. Tizzio 70 Pine Street Director & Senior Vice New York, New York 10270 President Edmund S.W. Tse 1 Stubbs Road Director & Senior Vice Hong Kong President Gary Nitzsche 70 Pine Street Treasurer New York, New York 10270 Kathleen E. Shannon 70 Pine Street Secretary New York, New York 10270 Page 21 of 21 Pages