UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 15)*
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 27, 2007
(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 27 PAGES
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
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) [X]
- --------------------------------------------------------------------------------
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: 22,019,827
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER: 17,073,690
PERSON WITH
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 22,019,827
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 39,093,517
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 59.1%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
- --------------------------------------------------------------------------------
SCHEDULE 13D/A
CUSIP NO. 893521 10 4 PAGE 3 OF 27 PAGES
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
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): 33.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
- --------------------------------------------------------------------------------
SCHEDULE 13D/A
CUSIP NO. 893521 10 4 PAGE 4 OF 27 PAGES
- --------------------------------------------------------------------------------
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)
- --------------------------------------------------------------------------------
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): 33.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
- --------------------------------------------------------------------------------
SCHEDULE 13D/A
CUSIP NO. 893521 10 4 PAGE 5 OF 27 PAGES
- --------------------------------------------------------------------------------
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): 33.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IC, CO
- --------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 15 (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, and Amendment No. 14, dated
December 10, 1999, 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 39,093,517 shares of Common Stock
that may be deemed beneficially owned by AIG, 854 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 27
("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. Sullivan, Tse and Walsh, who
are British Subjects, Mr. Marshall A. Cohen, who is a Canadian citizen, 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 27
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 27
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 27
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.
The Reporting Persons intend to continuously evaluate their investment
in the Company and may acquire or dispose of shares of Common Stock, other
securities of the Company, or loans or other interests in the Company. The
Reporting Persons may hedge all or a portion of their investment in the Company
and enter into derivative transactions relating to the Common Stock or other
securities or loans of the Company. The Reporting Persons may work with the
Company and the Company's financial advisors or with third parties to develop
plans and proposals for the Company. These plans or proposals may involve or
relate to: (i) a merger, consolidation, joint venture or other business
combination or extraordinary corporate transaction involving the Company or its
subsidiaries; (ii) a sale of the Company or its subsidiaries; (iii) the
disposition in one or more transactions of the shares of Common Stock held by
the Reporting Persons, including by a spin-off or split-off; (iv) a sale or
purchase of assets of the Company or its subsidiaries or other similar actions;
or (v) one or more of the events set forth in Items 4(a) through (j) of Schedule
13D.
Three of the Company's current directors are current or retired
executive officers of AIG and hold the following positions with AIG: Martin J.
Sullivan, President and Chief Executive Officer, Steven J. Bensinger, Executive
Vice President and Chief Financial Officer, Thomas R. Tizzio, retired Senior
Vice Chairman - General Insurance.
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
Page 10 of 27
and the Greenberg Joint Tenancy Company or their respective directors and
executive officers.
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 2,000 shares of Common Stock,
which options are exercisable within 60 days. Mr. Sullivan has options to
acquire 2,000 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 27
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.
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 (filed herewith).
(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).
Page 12 of 27
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 27, 2007
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/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President, Chief
Financial Officer and
Treasurer
AIG COMMERCIAL INSURANCE GROUP, INC.
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
AIG PROPERTY CASUALTY GROUP, INC.
By: /s/ Robert S. Schimek
------------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
Page 13 of 27
EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------- --------
99.1 Amended and Restated Agreement of Joint Filing, dated September Filed herewith.
27, 2007, by and among AIG, the HoldCos and AHAC.
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.
Page 14 of 27
EXHIBIT 99.1
AMENDED AND RESTATED AGREEMENT OF JOINT FILING
WHEREAS, American International Group, Inc., a Delaware corporation,
and American Home Assurance Company, a New York corporation (together, the
"Original Parties") entered into an Agreement of Joint Filing dated as of August
13, 1991 (the "Agreement"); and
WHEREAS, the Original Parties desire further to amend and restate the
Agreement in order to include AIG Commercial Insurance Group, Inc. and AIG
Property Casualty Group, Inc. as additional parties who agree to the joint
filing on their behalf of a Statement on Schedule 13D;
NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby amended
and restated follows:
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D, or any amendments thereto, with
respect to the common stock, par value $1.00 per share, of Transatlantic
Holdings, Inc. and that this Agreement be included as an Exhibit to such filing.
Each of the undersigned represents and warrants to the others that the
information about it contained in the Statement on Schedule 13D is, and in any
amendment thereto will be, true, correct and complete in all material respects
and in accordance with all applicable laws.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of September 27, 2007.
Page 15 of 27
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/ Robert S. Schimek
-------------------------------------
Name: Robert S. Schimek
Title: Senior Vice President, Chief
Financial Officer and
Treasurer
AIG COMMERCIAL INSURANCE GROUP, INC.
By /s/ Robert S. Schimek
-------------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President and
Treasurer
AIG PROPERTY CASUALTY GROUP, INC.
By /s/ Robert S. Schimek
-------------------------------------
Name: Robert S. Schimek
Title: Chief Financial Officer,
Executive Vice President and
Treasurer
Page 16 of 27
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EXHIBIT 99.2
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN
INTERNATIONAL GROUP, INC.
Marshall A. Cohen Director Counsel, Cassels, Brock & Cassels, Brock & Blackwell,
Blackwell 40 King Street West, 20th Floor,
Toronto, Ontario M5H 3C2
Martin S. Feldstein Director Professor of Economics, Harvard National Bureau of Economic Research, Inc.,
University; President and CEO, 1050 Massachusetts Avenue,
National Bureau of Economic Cambridge, Massachusetts 02138
Research
Ellen V. Futter Director President, American Museum of American Museum of Natural History,
Natural History Central Park West at 79th Street,
New York, New York 10024
Stephen L. Hammerman Director Retired; Former Deputy c/o 70 Pine Street,
Commissioner for Legal Matters New York, New York 10270
for the New York Police
Department and Vice Chairman,
Merrill Lynch & Co., Inc.
Richard C. Holbrooke Director Vice Chairman, Perseus LLC Perseus LLC,
1235 Avenue of the Americas,
New York, New York, 10019
Fred H. Langhammer Director Chairman, Global Affairs and 767 Fifth Avenue,
Former Chief Executive Officer, New York, New York 10153
The Estee Lauder Companies Inc.
George L. Miles, Jr. Director President and Chief Executive 4802 Fifth Avenue,
Officer, WQED Multimedia Pittsburgh, Pennsylvania 15213
Morris W. Offit Director Chairman, Offit Capital Advisors 65 East 55th Street,
LLC New York, New York 10022
James F. Orr III Director Chairman of the Board of Trustees, 420 Fifth Avenue,
The Rockefeller Foundation New York, New York 10018
Virginia M. Rometty Director Senior Vice President - Global Route 100, Mail Drop 2275,
Business Services, International Building 2, Somers, New York 10589
Business Machines Corporation
Martin J. Sullivan Director and President and Chief Executive 70 Pine Street,
Executive Officer Officer New York, New York 10270
Michael H. Sutton Director Consultant; Former Chief c/o 70 Pine Street,
Accountant of the United States New York, New York 10270
Securities and Exchange Commission
Edmund S.W. Tse Director and Senior Vice Chairman - Life American International Assurance Co., Ltd.,
Executive Officer Insurance 1 Connaught Central Road
Hong Kong
Page 17 of 27
Robert B. Willumstad Director Founder and Partner of Brysam
Global Partners; Former President 277 Park Avenue,
and Chief Operating Officer, New York, New York 10172
Citigroup Inc.
Frank G. Zarb Director Senior Advisor, Hellman & 390 Park Avenue,
Friedman LLC; Former Chairman and New York, New York 10022
Chief Executive Officer, National
Association of Securities Dealers,
Inc. and The Nasdaq Stock Market,
Inc.
Dr. Jacob A. Frenkel Executive Officer Vice Chairman - Global Economic 70 Pine Street,
Strategies New York, New York 10270
Frank G. Wisner Executive Officer Vice Chairman - External Affairs 70 Pine Street,
New York, New York 10270
Steven J. Bensinger Executive Officer Executive Vice President & Chief 70 Pine Street,
Financial Officer New York, New York 10270
Anastasia D. Kelly Executive Officer Executive Vice President, General 70 Pine Street,
Counsel and Senior Regulatory and New York, New York 10270
Compliance Officer
Rodney O. Martin, Jr. Executive Officer Executive Vice President - Life 70 Pine Street,
Insurance New York, New York 10270
Kristian P. Moor Executive Officer Executive Vice President - Domestic 175 Water Street,
General Insurance New York, New York 10038
Win J. Neuger Executive Officer Executive Vice President & Chief 70 Pine Street,
Investment Officer New York, New York 10270
Robert M. Sandler Executive Officer Executive Vice President - Domestic 70 Pine Street,
Personal Lines New York, New York 10270
Nicholas C. Walsh Executive Officer Executive Vice President - Foreign 70 Pine Street,
General Insurance New York, New York 10270
Jay S. Wintrob Executive Officer Executive Vice President - AIG Retirement Services, Inc.,
Retirement Services 1999 Avenue of the Stars,
Los Angeles, California 90067
William N. Dooley Executive Director Senior Vice President - Financial 70 Pine Street,
Services New York, New York 10270
David L. Herzog Executive Officer Senior Vice President & 70 Pine Street,
Comptroller New York, New York 10270
Andrew J. Kaslow Executive Officer Senior Vice President & Chief 70 Pine Street,
Human Resources Officer New York, New York 10270
Robert E. Lewis Executive Officer Senior Vice President & Chief 70 Pine Street,
Risk Officer New York, New York 10270
Brian T. Schreiber Executive Officer Senior Vice President - Strategic 70 Pine Street,
Planning New York, New York 10270
Page 18 of 27
DIRECTORS AND EXECUTIVE OFFICERS OF AIG COMMERCIAL
INSURANCE GROUP, INC. ("AIGCIG")
Charles H. Dangelo Director Senior Vice President and Senior 110 William Street,
Reinsurance Officer, AIG New York, New York 10038
John Q. Doyle Director Vice President - Domestic General 175 Water Street,
Insurance, AIG New York, New York 10038
Kenneth V. Harkins Director and Executive Vice President and 175 Water Street,
Executive Officer General Counsel, AIGCIG; Deputy New York, New York 10038
General Counsel, AIG
David L. Herzog Director Senior Vice President and 70 Pine Street,
Comptroller, AIG New York, New York 10270
Kevin H. Kelley Director Chief Executive Officer and 100 Summer Street,
Chairman of the Board of Lexington Boston, Massachusetts 02110
Insurance Company
Robert E. Lewis Director Senior Vice President & Chief Risk 70 Pine Street,
Officer, AIG New York, New York 10270
Kristian P. Moor Director and Chairman of the Board and 175 Water Street,
Executive Officer President, AIGCIG; Executive Vice New York, New York 10038
President - Domestic General
Insurance, AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street,
Investment Officer, AIG New York, New York 10270
Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street,
Executive Officer Financial Officer and Treasurer, New York, New York 10038
AIGCIG; Senior Vice President
and Chief Financial Officer of
the AIG Domestic Brokerage Group
division
Robert J. Beier Executive Officer Senior Vice President, 175 Water Street,
AIGCIG; Senior Vice President/COO New York, New York 10038
of Sales & Marketing and Strategic
Initiatives of the AIG Domestic
Brokerage Group division
Carl E. Chamberlain Executive Officer Senior Vice President, 175 Water Street,
AIGCIG; Senior Vice President and New York, New York 10038
Chief Underwriting Resource
Officer of the AIG Domestic
Brokerage Group division
Frank H. Douglas, Jr. Executive Officer Senior Vice President, AIGCIG; 70 Pine Street,
Senior Vice President and Casualty New York, New York 10270
Actuary, AIG
Worth G. Knight, Jr. Executive Officer Executive Vice President, AIGCIG; 175 Water Street,
President - AIG WorldSource New York, New York 10038
division
Gary E. Muoio Executive Officer Chief Operations Officer, AIGCIG; 175 Water Street,
Vice President of the AIG Domestic New York, New York 10038
Brokerage Group division,
Operations and Systems Executive
Mary Ann Ross Executive Officer Executive Vice President, AIGCIG; 175 Water Street,
Senior Vice President of the New York, New York 10038
AIG Domestic Brokerage Group
division - HR Domestic General
Insurance
Charles R. Schader Executive Officer Executive Vice President, AIGCIG; 175 Water Street,
Senior Vice President - Claims,AIG New York, New York 10038
Page 19 of 27
George M. Williams Executive Officer Chief Operations Officer, AIGCIG; 70 Pine Street,
Senior Vice President of the New York, New York 10270
AIG Domestic Brokerage Group
division - Corporate Operations
Officer
Mark T. Willis Executive Officer Executive Vice President, 300 South Riverside Plaza, Suite
AIGCIG; Vice President, AIG 2100, Chicago, Illinois 60606
Page 20 of 27
DIRECTORS AND EXECUTIVE OFFICERS OF AIG
PROPERTY CASUALTY GROUP, INC. ("AIGPCG")
M. Bernard Aidinoff Director Retired Partner, Sullivan & Sullivan & Cromwell LLP,
Cromwell, LLP 125 Broad Street,
New York, New York 10004
Richard H. Booth Director Chairman of HSB Group, Inc. One State Street,
Hartford, Connecticut 06102
Charles H. Dangelo Director and Executive Vice President, AIGPCG; 110 William Street,
Executive Senior Vice President and Senior New York, New York 10038
Officer Reinsurance Officer, AIG
John Q. Doyle Director Vice President - Domestic General 175 Water Street,
Insurance, AIG New York, New York 10038
Kenneth V. Harkins Director and Executive Vice President and 175 Water Street,
Executive General Counsel, AIGPCG; Deputy New York, New York 10038
Officer General Counsel, AIG
David L. Herzog Director Senior Vice President and 70 Pine Street,
Comptroller, AIG New York, New York 10270
Kevin H. Kelley Director Chief Executive Officer and 100 Summer Street,
Chairman of the Board of Boston, Massachusetts 02110
Lexington Insurance Company
Robert E. Lewis Director Senior Vice President & Chief Risk 70 Pine Street,
Officer, AIG New York, New York 10270
Kristian P. Moor Director and Chairman of the Board and 175 Water Street,
Executive President, AIGPCG; Executive Vice New York, New York 10038
Officer President - Domestic General
Insurance, AIG
Win J. Neuger Director Executive Vice President and Chief 70 Pine Street,
Investment Officer, AIG New York, New York 10270
William V. Nutt, Jr. Director President and Chief Executive 230 N. Elm Street, Greensboro,
Officer of United Guaranty North Carolina 27401
Corporation
Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street,
Executive Officer Financial Officer and Treasurer, New York, New York 10038
AIGPCG; Senior Vice President and
Chief Financial Officer of the AIG
Domestic Brokerage Group division
Nicholas C. Walsh Director Executive Vice President - Foreign 70 Pine Street,
General Insurance, AIG New York, New York 10270
Mary Ann Ross Executive Executive Vice President, AIGPCG; 175 Water Street,
Officer Senior Vice President of the AIG New York, New York 10038
Domestic Brokerage Group division -
HR Domestic General Insurance
Frank H. Douglas, Jr. Executive Senior Vice President, AIGPCG; 70 Pine Street,
Officer Senior Vice President and Casualty New York, New York 10270
Actuary, AIG
Page 21 of 27
Mark T. Willis Executive Executive Vice President, AIGPCG; 300 South Riverside Plaza,
Officer Vice President, AIG Suite 2100,
Chicago, Illinois 60606
Page 22 of 27
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOME
ASSURANCE COMPANY ("AHAC")
M. Bernard Aidinoff Director Retired Partner, Sullivan & Sullivan & Cromwell LLP,
Cromwell LLP 125 Broad Street,
New York, New York 10004
Charles H. Dangelo Director and Senior Vice President, AHAC; 110 William Street,
Executive Officer Senior Vice President and Senior New York, New York 10038
Reinsurance Officer, AIG
John Q. Doyle Director and President and CEO, AHAC; Vice 175 Water Street,
Executive Officer President - Domestic General New York, New York 10038
Insurance, AIG
David N. Fields Director President of AIG Risk Finance 70 Pine Street,
division New York, New York 10270
Kenneth V. Harkins Director and Senior Vice President and General 175 Water Street,
Executive Officer Counsel, AHAC; Deputy General New York, New York 10038
Counsel, AIG
David L. Herzog Director Senior Vice President & 70 Pine Street,
Comptroller, AIG New York, New York 10270
Worth G. Knight, Jr. Director President - AIG WorldSource 175 Water Street,
division New York, New York 10038
Robert E. Lewis Director Senior Vice President and Chief 70 Pine Street,
Risk Officer, AIG New York, New York 10270
Kristian P. Moor Director and Chairman of the Board, AHAC; 175 Water Street, New York,
Executive Officer Executive Vice President - New York 10038
Domestic General Insurance, AIG
Win J. Neuger Director Executive Vice President and 70 Pine Street,
Chief Investment Officer, AIG New York, New York 10270
Robert S.H. Schimek Director and Senior Vice President, Chief 175 Water Street,
Executive Officer Financial Officer and Treasurer, New York, New York 10038
AHAC; Senior Vice President and
Chief Financial Officer of the
AIG Domestic Brokerage Group
division
Nicholas S. Tyler Director Vice President - Foreign General 175 Water Street,
Insurance, AIG New York, New York 10038
Nicholas C. Walsh Director and Senior Vice President, AHAC; 70 Pine Street,
Executive Officer Executive Vice President - New York, New York 10270
Foreign General Insurance, AIG
Frank H. Douglas, Jr. Executive Officer Senior Vice President, AHAC; 70 Pine Street,
Senior Vice President and New York, New York 10270
Casualty Actuary, AIG
Jose R. Gonzalez Executive Officer Senior Vice President, 175 Water Street,
AHAC; New York, New York 10038
James C. Roberts Executive Officer Senior Vice President, 5 Wood Hollow Road,
AHAC; Senior Vice President of Parsippany, New Jersey 07054
the AIG Domestic Brokerage
Group division
Page 23 of 27
Charles R. Schader Executive Officer Senior Vice President, AHAC; 175 Water Street,
Senior Vice President - Claims, New York, New York 10038
AIG
Mark T. Willis Executive Officer Senior Vice President, 175 Water Street,
AHAC; Vice President, AIG New York, New York 10038
Timothy J. McAuliffe, Jr. Executive Officer Senior Vice President, 175 Water Street,
AHAC; President of the New York, New York 10038
AIG Excess Casualty division
Robert G. Purdy Executive Officer Senior Vice President, 5 Wood Hollow Road,
AHAC; President of the AIG Parsippany, New Jersey 07054
Specialty Workers Compensation
division
Page 24 of 27
DIRECTORS AND EXECUTIVE OFFICERS OF
STARR INTERNATIONAL COMPANY, INC.
Maurice R. Greenberg Chairman of the Chairman of the Board and 399 Park Avenue, 17th Floor,
Board and director, Starr International New York, New York 10022
Director Company, Inc. and C.V. Starr &
Co., Inc.; Chief Executive
Officer, C.V. Starr & Co., Inc.;
trustee of C.V. Starr & Co., Inc.
Trust; member, director and
Chairman of the Board, The Starr
Foundation.
Joseph C.H. Johnson President and President and Director 101 First Street,
Director Hamilton, Bermuda HM 12
Edward E. Matthews Managing Director Managing Director and director, 399 Park Avenue, 17th Floor,
and Director Starr International Company, New York, New York 10022
Inc.; director and President,
C.V. Starr & Co., Inc.; trustee,
C.V. Starr & Co., Inc. Trust;
member and director, The Starr
Foundation.
Houghton Freeman Director President, Freeman Foundation 499 Taber Hill Road,
Stowe, VT 05672
Lawrence S. Greenberg Director Private Equity Investor 399 Park Avenue, 17th Floor,
New York, New York 10022
Bertil P-H Lundquist Director Executive Vice President and 399 Park Avenue, 17th Floor,
General Counsel, C.V. Starr & New York, New York 10022
Co., Inc.
R. Kendall Nottingham Director Retired 435 Seaspray Avenue,
Palm Beach, Florida 33480
Howard I. Smith Director Vice Chairman-Finance and 399 Park Avenue, 17th Floor,
Secretary, C.V. Starr & Co., Inc. New York, NY 10022
John J. Roberts Director Retired; Honorary Director, Concordia Farms
American International Group, Inc. P.O. Box 703,
Easton, MD 21601
Ernest Stempel Director Retired; Honorary Director, 70 Pine Street,
American International Group, Inc. New York, NY 10270
Cesar Zalamea Director President and Chief Executive Suite 1405-7,
Officer, Starr International Two Exchange Square,
Company (Asia), Limited 8 Connaught Place,
Central, Hong Kong
Page 25 of 27
DIRECTORS AND EXECUTIVE OFFICERS OF C.V. STARR & CO., INC.
Maurice R. Greenberg Chairman of the (See above) (See above)
Board, Director
and Chief
Executive Officer
Howard I. Smith Vice Chairman- (See above) (See above)
Finance and
Secretary and
Director
Edward E. Matthews President and (See above) (See above)
Director
Houghton Freeman Director (See above) (See above)
John J. Roberts Director (See above) (See above)
Bertil P-H Lundquist Director (See above) (See above)
Lawrence S. Greenberg Director (See above) (See above)
DIRECTORS AND EXECUTIVE OFFICERS OF
UNIVERSAL FOUNDATION, INC.
Stuart Osborne President and President of Universal Foundation Mercury House
Director 101 Front Street
Hamilton HM 12, Bermuda
Eligia G. Fernando Director Retired Mercury House
101 Front Street
Hamilton HM 12, Bermuda
Cesar C. Zalamea Director (See above) (See above)
Aloysius B. Colayco Director Managing Director, Argosy Partners Argosy Partners
8th Floor, Pacific Star Building
Makati City, Philippines
Jennifer Barclay Secretary Secretary of Universal Foundation Mercury House
101 Front Street
Hamilton HM 12, Bermuda
Margaret Barnes Treasurer Treasurer of Universal Foundation Baarerstrasse 101
CH-6300
Zug, Switzerland
Page 26 of 27
DIRECTORS AND EXECUTIVE OFFICERS OF THE MAURICE R. AND
CORINNE P. GREENBERG FAMILY FOUNDATION, INC.
Maurice R. Greenberg Chairman and (See above) (See above)
Director
Corinne P. Greenberg President and President and Director, Greenberg 399 Park Avenue, 17th Floor
Director Foundation New York, New York 10022
Jeffrey W. Greenberg Vice President Vice President and Director, 399 Park Avenue, 17th Floor
and Director Greenberg Foundation New York, New York 10022
Evan G. Greenberg Vice President President and Chief Executive 399 Park Avenue, 17th Floor
and Director Officer, ACE Limited New York, New York 10022
Lawrence S. Greenberg Vice President (See above) (See above)
and Director
Shake Nahapetian Treasurer Administrative Assistant, 399 Park Avenue, 17th Floor
C.V. Starr & Co., Inc. New York, New York 10022
DIRECTOR AND EXECUTIVE OFFICER OF THE MAURICE R. AND
CORINNE P. GREENBERG JOINT TENANCY CORPORATION, INC.
Maurice R. Greenberg Chairman, CEO, (See above) (See above)
President,
Treasurer,
Secretary and
Director
Page 27 of 27
