UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)*
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)
March 5, 2010
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 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
- --------------------------------------------------------------------------------
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:
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER: 9,476,366
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON WITH
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,476,366
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 9,476,366
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.3%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
- --------------------------------------------------------------------------------
PAGE 2 OF 17 PAGES
SCHEDULE 13D/A
CUSIP NO. 893521 10 4
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON: S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON: CHARTIS U.S., 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: 9,192,662
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,192,662
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 9,192,662
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
- --------------------------------------------------------------------------------
PAGE 3 OF 17 PAGES
SCHEDULE 13D/A
CUSIP NO. 893521 10 4
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON: S.S. OR I.R.S. AIUH LLC
IDENTIFICATION NO. OF ABOVE PERSON: (I.R.S. IDENTIFICATION
NO. 27-2013532)
- --------------------------------------------------------------------------------
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: ORGANIZED IN THE
STATE OF DELAWARE
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER:
NUMBER OF ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER: 9,192,662
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON WITH
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,192,662
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 9,192,662
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, OO
- --------------------------------------------------------------------------------
PAGE 4 OF 17 PAGES
SCHEDULE 13D/A
CUSIP NO. 893521 10 4
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON: S.S. OR I.R.S. CHARTIS HOLDINGS, INC.
IDENTIFICATION NO. OF ABOVE PERSON: (I.R.S. IDENTIFICATION
NO. 27-1992729)
- --------------------------------------------------------------------------------
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 ----------------------------------------------------------------
SHARES 8. SHARED VOTING POWER: 9,192,662
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON WITH
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,192,662
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 9,192,662
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
- --------------------------------------------------------------------------------
PAGE 5 OF 17 PAGES
SCHEDULE 13D/A
CUSIP NO. 893521 10 4
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON: S.S. OR I.R.S. CHARTIS INC.
IDENTIFICATION NO. OF ABOVE PERSON: (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: 9,192,662
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,192,662
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 9,192,662
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
- --------------------------------------------------------------------------------
PAGE 6 OF 17 PAGES
SCHEDULE 13D/A
CUSIP NO. 893521 10 4
- --------------------------------------------------------------------------------
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: 9,192,662
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,192,662
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 9,192,662
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IC, CO
- --------------------------------------------------------------------------------
PAGE 7 OF 17 PAGES
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 19 (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, Amendment No. 15, dated September 27, 2007, Amendment No. 16,
dated September 26, 2008, Amendment No. 17, dated May 28, 2009 and Amendment
No. 18, dated June 5, 2009 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, AIUH LLC, a Delaware limited liability company, Chartis Holdings,
Inc., Chartis U.S., Inc. (f/k/a AIG Commercial Insurance Group, Inc) and Chartis
Inc. (f/k/a AIU Holdings, Inc.), each a Delaware corporation and a wholly owned
subsidiary of AIG (together with AIUH LLC, the "HoldCos" and collectively with
AIG and AHAC, the "Reporting Persons"). In addition, of the 9,476,366 shares of
Common Stock that may be deemed beneficially owned by AIG, 283,704 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 and
AIUH LLC are located at 70 Pine Street, New York, New York 10270. The principal
executive offices of the other HoldCos and AHAC are located at 175 Water Street,
New York, New York 10038.
On September 22, 2008, AIG and the Federal Reserve Bank of New York
(the "NY Fed") entered into a revolving credit facility (as amended, the "Fed
Credit Agreement") and a Guarantee and Pledge Agreement. Pursuant to the Fed
Credit Agreement, on March 4, 2009 AIG issued 100,000 shares of AIG Series C
Perpetual, Convertible, Participating Preferred Stock, par value $5.00 per share
(the "Series C Preferred Stock"), to the AIG Credit Facility Trust (the "Trust")
established for the sole benefit of the United States Department of the
Treasury. The Trust currently holds all of the outstanding shares of Series C
Preferred Stock, which are, to the extent permitted by law, entitled to vote on
all matters with the holders of shares of AIG's common stock and, as of
November 6, 2009, represent approximately, 79.8 percent of the voting power of
AIG's shareholders entitled to vote on such matters, on an as converted basis.
Starr International Company, Inc., a Panamanian corporation ("SICO"),
has the sole power to vote and direct the disposition of 1,029,227 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") of which 785,000
shares are held by Starr International Investments, Ltd., a wholly owned
subsidiary of SICO, and 950,727 shares are held directly by SICO. C.V. Starr &
Co., Inc., a Delaware corporation ("Starr"), has the shared power to vote and
direct the disposition of 953,675 AIG Shares (429,043) of which are held by
the C.V. Starr & Co., Inc. Trust
Page 8 of 17
("Starr Trust"), of which Starr is a beneficiary). Pursuant to an investment
management agreement, Starr has the shared power to direct the disposition of
2,112,119 AIG Shares held by Universal Foundation, Inc., a Panamanian
Corporation ("Universal Foundation"). Maurice R. Greenberg, a United States
citizen, has the sole power to vote and direct the disposition of 2,487,500 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 58,292,582 AIG Shares,
12,888,666 of which are held as a tenant in common with Mr. Greenberg's wife,
71,417 of which are held in family trusts of which Mr. Greenberg is a trustee,
10,492,652 of which are held by Starr (8,580,850 shares of which are held by the
Starr Trust, for which Starr is a beneficiary and Mr. Greenberg is a trustee),
989,308 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 25,269,689 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 27.27% of the voting common stock
of Starr directly. The Greenberg Foundation has the shared power to vote and
direct the disposition of such 989,308 AIG Shares. The Greenberg Joint Tenancy
Company has the shared power to vote and direct the disposition of such
25,269,689 AIG Shares. Edward E. Matthews, a United States citizen, has the sole
power to vote and direct the disposition of 281,875 AIG Shares, 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 8,580,850 AIG Shares, all 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, Mr. Osborne, Ms. Barclay, Mr. Johnson
Page 9 of 17
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 10 of 17
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 11 of 17
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.
On September 26, 2008, AIG publicly announced that it was exploring
all strategic alternatives in connection with the potential disposition or other
monetization of its and the other Reporting Persons' interests in the Company.
In response to certain strategic alternatives communicated by AIG to the
Company, the board of directors of the Company formed a special committee of its
board of directors consisting of directors who 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 involving all of the outstanding shares of Common Stock of the
Company.
On May 28, 2009, the Company filed a prospectus supplement to the
prospectus contained in Post-Effective Amendment No. 1 to its registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") covering a public offering of up to 26 million
shares of Common Stock of the Company held by AIG and AHAC (plus up to an
additional 3.9 million shares of Common Stock subject to the Underwriters' (as
defined below) 30-day option) (the "Offering").
Concurrently with the filing of the Registration Statement, AIG, AHAC
and the Company entered into a master separation agreement (including the
exhibits thereto, the "Separation Agreement"), to effect the orderly separation
of AIG, AHAC and the Company. A copy of the Separation Agreement and certain
exhibits thereto are filed as an exhibit to Amendment No. 17 to the Statement on
Schedule 13D, dated May 28, 2009 and is incorporated by reference to this
Item 4.
On June 4, 2009 AIG, AHAC and the Company entered into an underwriting
agreement (the "June Underwriting Agreement") with J.P. Morgan Securities Inc.
and Goldman, Sachs & Co. as representatives of the several underwriters (the
"Underwriters"), which is filed as an exhibit to Amendment No. 18 to the
Statement on Schedule 13D, dated June 5, 2009 and incorporated by reference to
this Item 4. Pursuant to the June Underwriting Agreement, AIG and AHAC
sold to the Underwriters an aggregate of 29.9 million shares of Common Stock of
the Company at a price of $38.00 per share. After the completion of the
Offering, AIG and AHAC owned 9,193,341 shares of Common Stock, representing
13.9% of the Common Stock of the Company. Concurrently, AIG, AHAC
and the Company closed the transactions contemplated in the Separation
Agreement.
Page 12 of 17
The foregoing descriptions of the June Underwriting Agreement and
certain provisions of the Separation Agreement and certain exhibits to the
Separation Agreement are qualified in their entirety by reference to the the
June Underwriting Agreement and Separation Agreement and the exhibits to the
Separation Agreement.
On March 5, 2010, AIG announced its intention to sell in a public
offering the remaining 9,192,662 million shares of common stock of the Company
owned by AHAC. AHAC currently intends to commence such an offering on or prior
to March 9, 2010.
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 matters described in subparagraphs (a)
through (j) of Item 4 of the Schedule 13D. AIG has no available information
regarding any such plans or proposals of Messrs. Greenberg and Matthews, SICO,
Starr, Starr Trust, Universal Foundation, the Greenberg Foundation and the
Greenberg Joint Tenancy Company or their respective directors and executive
officers.
One of the Company's current directors is a retired executive officer
of AIG who held the following position with AIG: Thomas R. Tizzio, retired
Senior Vice Chairman - General Insurance.
Page 13 of 17
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.
(c). In the last 60 days, certain mutual funds which are advised or
managed by AIG bought 2,066 shares and sold 3,500 shares as follows:
Number of Shares
Date Bought and (Sold) Price Per Share
- ---- ----------------- ---------------
1/11/10 (3,500) $51.06
1/12/10 1,600 $50.50
1/20/10 196 $50.74
2/23/10 8 $50.10
2/24/10 130 $50.12
3/1/10 132 $50.29
The sales described above were made in the open market.
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, other than the
transactions described above.
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 14 of 17
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.
On February 27, 2009 AIG, AHAC and Chartis Inc. ("Chartis") entered
into an agreement (the "Make-Whole Agreement"), which is filed as an exhibit to
this Schedule 13D, whereby AIG agreed that in the event that either of AHAC or
another insurance company subsidiary of Chartis sells its shares of Common Stock
of the Company at a price below statutory book value of such shares, AIG would
pay to AHAC or such insurance company subsidiary, as applicable, an amount in
cash equal to the difference between the statutory book value of such shares and
the actual sale price of the shares sold.
On February 19, 2010, the New York Insurance Department granted an
application made by AIG and AHAC for a determination that AIG and AHAC do not
control the Company's insurance company subsidiaries Transatlantic Reinsurance
Company and Putnam Reinsurance Company (together, the "Subsidiaries") for
purposes of New York laws governing controlled insurers, by virtue of AHAC's
ownership of 13.847% of the Company's common stock. The determination is
effective retroactively to December 9, 2009, the date of the application. In
connection with the determination, on February 18, 2010, AIG and AHAC executed a
"Special Commitment" in favor of the New York Insurance Department in which they
generally agreed not to do any of the following: (i) attempt to exercise control
over the management or policies of the Company or the Subsidiaries, (ii) acquire
additional shares of the Company or the Subsidiaries, (iii) propose a director
for election to the board of directors of the Company or the Subsidiaries, or
otherwise seek or accept representation on the board of directors of any of
them, (iv) solicit proxies with respect to any matter presented to the
stockholders of the Company or the Subsidiaries, or (v) in the event that AIG
and AHAC's aggregate voting rights in the common stock of the Company or the
Subsidiaries equals or exceeds 10% of the total voting power after December 31,
2010, enter into certain types of interaffiliate transactions with the
Subsidiaries without 30 days' prior notification to the insurance department.
The Special Commitment automatically terminates at such time as AIG and AHAC's
aggregate ownership of the common stock of each of the Company and the
Subsidiaries is less than 10% of the common stock of each of the Company and the
Subsidiaries then outstanding. The Special Commitment letter is filed as an
exhibit to this Schedule 13D and is incorporated by reference into this Item 6.
The responses to Item 4 are incorporated herein by reference, which
are qualified in their entirety by reference to the Underwriting Agreement and
the Separation Agreement and the exhibits to Separation Agreement. A copy of the
Underwriting Agreement, is filed as an exhibit to this Schedule 13D and is
incorporated by reference to this Item 6, and a copy of the Separation
Agreement, including certain exhibits thereto, is filed as an exhibit to this
Schedule 13D and is incorporated by reference to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(99.1) Second Amended and Restated Agreement of Joint Filing, dated
March 5, 2010, by and among AIG, the HoldCos and AHAC (filed herewith).
(99.2) List of the Directors and Executive Officers of American
International Group, Inc., AIUH LLC, Chartis Holdings, Inc., Chartis U.S., Inc.,
Chartis Inc., American Home Assurance Company, Starr International Company,
Inc., C.V. Starr & Co., Inc., Universal Foundation, Inc., The Maurice R. and
Corinne 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).
(99.6) Master Separation Agreement (including certain exhibits
thereto), dated as of May 28, 2009, by and among AIG, AHAC and the Company
(incorporated by reference from Amendment No. 17 to the Statement on Schedule
13D, dated May 28, 2009).
(99.7) Make Whole Agreement, dated February 27, 2009 (incorporated by
reference from Amendment No. 17 to the Statement on Schedule 13D, dated May 28,
2009).
(99.8) Underwriting Agreement, dated as of June 4, 2009, by and among
AIG, AHAC, the Company and J.P. Morgan Securities Inc. and Goldman, Sachs & Co.
as representatives of the several underwriters (incorporated by reference from
Amendment No. 18 to the Statement on Schedule 13D, dated June 5, 2009).
(99.9) Special Commitment to the New York State Insurance Department,
dated February 18, 2010 (filed herewith).
Page 15 of 17
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: March 5, 2010
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. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
CHARTIS U.S., INC.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
CHARTIS INC.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
CHARTIS HOLDINGS, INC.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Chief Financial Officer,
Executive Vice President
and Treasurer
AIUH LLC
By: /s/ Kathleen E. Shannon
------------------------------------
Name: Kathleen E. Shannon
Title: Secretary
Page 16 of 17
EXHIBIT INDEX
Exhibit No. Description Location
- ----------- ----------- --------
99.1 Second Amended and Restated Agreement of Joint Filing, dated Filed herewith.
March 5, 2010, by and among AIG, the HoldCos and AHAC.
99.2 List of the Directors and Executive Officers of American Filed herewith.
International Group, Inc., Chartis U.S., Inc., Chartis Inc.,
Chartis Holdings, Inc., AIUH LLC, American Home Assurance Company,
Starr International Company, Inc., C.V. Starr & Co., Inc.,
Universal Foundation, Inc. and The Maurice R. and Corinne 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.
99.6 Master Separation Agreement (including certain exhibits thereto), Incorporated by reference from Amendment 17 to
dated May 28, 2009, by and among AIG, AHAC and the Company. the Statement on Schedule 13D, dated May 28,
2009.
99.7 Make-Whole Agreement, dated February 27, 2009 Incorporated by reference from Amendment 17 to
the Statement on Schedule 13D, dated May 28,
2009.
99.8 Underwriting Agreement, dated June 4, 2009, by and among Incorporated by reference from Amendment 18 to
AIG, AHAC, the Company and J.P. Morgan Securities, Inc. and the Statement on Schedule 13D, dated June 5,
Goldman, Sachs & Co. as representatives of the several 2009.
underwriters.
99.9 Special Commitment to the New York State Insurance Department Filed herewith.
dated February 18, 2010
Page 17 of 17
EXHIBIT 99.1
SECOND AMENDED AND RESTATED AGREEMENT OF JOINT FILING
WHEREAS, American International Group, Inc., a Delaware corporation,
American Home Assurance Company, a New York corporation, Chartis U.S., Inc., a
Delaware corporation and Chartis, Inc., a Delaware corporation (together the
"Original Parties") entered into an Amended and Restated Agreement of Joint
Filing dated as of September 27, 2007 (the "Agreement"); and
WHEREAS, the Original Parties desire to further amend and restate the
Agreement in order to include Chartis Holdings, Inc., a Delaware corporation and
AIUH LLC, a Delaware limited liability company, 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 as 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 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
March 5, 2010.
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. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Senior Vice President,
Chief Financial Officer and
Treasurer
Chartis U.S., Inc.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
Chartis Inc.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
Chartis Holdings, Inc.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
AIUH LLC
By: /s/ Kathleen E. Shannon
------------------------------------
Name: Kathleen E. Shannon
Title: Secretary
.
.
.
EXHIBIT 99.2
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN
INTERNATIONAL GROUP, INC.
George Leroy Miles, Jr. Director President and Chief Executive 4802 5th Avenue,
Officer, WQED Multimedia Pittsburgh, Pennsylvania 15213
Suzanne Nora Johnson Director Former Vice Chairman and Chairman 3000 West Olympic Blvd.
of the Global Markets Institute Suite 2222,
(2004 to 2007) and Head of Global Santa Monica, CA 90404
Investment Research Division (2002
to 2007), The Goldman Sachs Group,
Inc
Morris Wolf Offit Director Chairman, Offit Capital Advisors 485 Lexington Avenue, 24th Floor,
LLC; prior thereto, Co-Chief New York, New York 10017
Executive Officer, Offit Hall
Capital Management LLC (2002 to
2007); Founder and Former Chief
Executive Officer, OFFITBANK
Thomas A. Russo(1) Executive Officer Executive Vice President-Legal, 70 Pine St.
Compliance, Regulatory Affairs, New York, NY 10270
Government Affairs & General
Counsel
David L. Herzog Executive Officer Executive Vice President & Chief 70 Pine Street
Financial Officer New York, NY 10270
Rodney Owen Martin, Jr. Executive Officer Executive Vice President - Life 2929 Allen Parkway, Houston,
Insurance TX 77019
Kristian Philip Moor Executive Officer Executive Vice President - 175 Water Street
Domestic General Insurance New York, NY 10270
Nicholas Charles Walsh Executive Officer Executive Vice President - Foreign 175 Water Street
General Insurance New York, NY 10270
- ----------
(1) Prior to joining AIG in February 2010, Mr. Thomas Russo served as Senior
Counsel in the New York office of Patton Boggs LLP. Previously, he was Vice
Chairman of Lehman Brothers Holdings until December 2008, and prior to
joining Lehman in 1993, he was partner at the law firm of Cadwalader,
Wickersham & Taft and a member of its Management Committee.
Page 1 of 9
AMERICAN INTERNATIONAL GROUP, INC. ("AIG") LIST OF NEW EXECUTIVE DIRECTORS AND
OFFICERS
Name Position Title Address
- ------------------------ ---------------------- -------------------------------- -----------------------------------
Harvey Golub (1) Director, Chairman Former Chairman and Chief 70 Pine Street, New York, NY
Executive Officer of American 10270
Express Company
Director, Campbell Soup Company
The Reader's Digest
Association, Inc.
Robert H. Benmosche (2) Director and Executive President and Chief Executive 70 Pine Street, 18th Floor, New
Officer Officer York, NY 10270
Laurette T. Koellner (3) Director Retired; Former Senior Vice 70 Pine Street, New York, NY
President of The Boeing 10270
Company; Former President,
Boeing International
Director, Celestica Inc.
Sara Lee Corporation
Christopher S. Lynch (4) Director Former Partner, KPMG LLP 70 Pine Street, New York, NY
Director, Federal Home Loan 10270
Mortgage Corporation
Arthur C. Martinez (5) Director Former Chairman of the Board, 70 Pine Street, New York, NY
President and Chief Executive 10270
Officer, Sears, Roebuck and Co.
Director,* ABN AMRO
Holding, N.V.
HSN, Inc.
IAC/InterActiveCorp
International Flavors &
Fragrances, Inc.
Liz Claiborne, Inc.
PepsiCo, Inc.
Robert S. Miller (6) Director Former Executive Chairman, 70 Pine Street, New York, NY
Delphi Corporation 10270
Director, Symantec Corporation
UAL Corporation
Douglas M. Steenland (7) Director Former President and Chief 70 Pine Street, New York, NY
Executive Officer, Northwest 10270
Airlines Corporation
Director, Delta Air Lines, Inc.
Digital River, Inc.
- ----------
(1) On June 30, 2009 Harvey Golub was elected Non-Executive Chairman of the
Board. Mr. Golub was Chairman and Chief Executive Officer of American
Express Company from 1993 to 2001. Prior to joining American Express in
1984, Mr. Golub was a senior Partner with McKinsey & Co. Mr. Golub is the
Non-Executive Chairman of Ripplewood Holdings, a private equity firm based
in New York. He is a member of the Board of Directors of Campbell Soup
Company, and formerly its Non-Executive Chairman. Mr. Golub serves as
Non-Executive Chairman of the Board of Directors of The Reader's Digest
Association, and he is also a director of RHJ International, a public
investment company based in Belgium.
(2) Effective August 10, 2009, Robert H. Benmosche became President and Chief
Executive Officer of American International Group, Inc.. Mr. Benmosche is
a former Chairman, President, and Chief Executive Officer of MetLife, a
leading provider of insurance and other financial services. Mr. Benmosche
led the transition of MetLife from a mutual to a public company in 2000.
He joined MetLife in 1995 as Executive Vice President responsible for
business integration and product development, marketing and sales efforts
focused on MetLife's individual customers. Earlier in his career he served
as Executive Vice President for PaineWebber, Inc., where he directed the
merger of Kidder Peabody into PaineWebber. He also served in various
capacities with Chase Manhattan Bank from 1976 to 1982. Mr. Benmosche has
served as a member of the Board of Directors of Credit Suisse Group since
2002.
(3) Ms. Koellner retired as President of Boeing International, a position she
held from 2006 to 2008. Prior to that, she was President of Connexion by
Boeing from 2004 to 2006, and Executive Vice President, Member of the
Office of the Chairman and Chief Human Resources Officer and Chief
Administrative Officer.
(4) Mr. Lynch is an independent consultant providing a variety of services to
financial intermediaries, including risk management, strategy, governance,
financial and regulatory reporting and troubled-asset management. Prior to
retiring from KPMG LLP in May 2007, Mr. Lynch held a variety of leadership
positions at KPMG, including National Partner in Charge -- Financial
Services.
(5) Mr. Martinez retired as Chairman of the Board, President and Chief
Executive Officer of Sears, Roebuck and Co. in 2000.
(6) Mr. Miller was Chairman of Federal-Mogul Corporation from 2004 to 2005,
prior to becoming Chairman and Chief Executive Officer of Delphi
Corporation in 2005. Mr. Miller was Chairman and Chief Executive Officer
of Delphi Corporation when it filed for Chapter 11 bankruptcy in October
2005.
(7) Mr. Steenland was President of Northwest Airlines from 2001 until 2004 and
was President and Chief Executive Officer of Northwest Airlines from 2004
until 2008. Mr. Steenland was Chief Executive Officer of Northwest
Airlines when it filed for Chapter 11 bankruptcy in September 2005.
Jay S. Wintrob Executive Officer Executive Vice President - 1 SunAmerica Center,
Domestic Life and Retirement 1999 Avenue of the Stars,
Services Los Angeles, CA 90067
William N. Dooley Executive Officer Senior Vice President - Financial 70 Pine Street
Services New York, NY 10270
Robert E. Lewis Executive Officer Senior Vice President & Chief Risk 70 Pine Street
Officer New York, NY 10270
Monika M. Machon(1) Executive Officer Senior Vice President & Chief 70 Pine Street
Investment Officer New York, NY 10270
Brian T. Schreiber Executive Officer Senior Vice President - Global 70 Pine Street
Planning and Analysis New York, NY 10270
Peter D. Hancock(2) Executive Officer Executive Vice President - 70 Pine St.
Finance, Risk and Investments New York, NY 10270
Mark A. Wilson(3) Executive Officer Executive Vice President -
Life Insurance
Jeffrey J. Hurd(4) Executive Officer Senior Vice President - 80 Pine St.
Human Resources and New York, NY 10038
Communications
- ----------
(1) Effective January 14, 2009, Monika Maria Machon was elected Senior Vice
President and Chief Investment Officer.
(2) Effective February 25, 2010, Peter D. Hancock was elected Executive Vice
President - Finance, Risk and Investments.
(3) Effective February 25, 2010, Mark A. Wilson was elected Executive Vice
President - Life Insurance.
(4) Effective February 25, 2010, Jeffrey J. Hurd was elected Senior Vice
President - Human Resources and Communications.
Page 2 of 9
DIRECTORS AND EXECUTIVE OFFICERS OF CHARTIS HOLDINGS, INC.
John Q. Doyle Director and Executive Executive Vice President 175 Water Street, New
Officer York, New York 10038
Kristian P. Moor Director and Executive Chairman of the Board of 175 Water Street, New
Officer Directors, President and York, New York 10038
Chief Executive Officer
Robert S. H. Schimek Directors and Executive Chief Financial Officer, 175 Water Street, New
Officer Executive Vice President York, New York 10038
and Treasurer
Nicholas C. Walsh Director and Executive Vice Chairman of the Board 175 Water Street, New
Officer of Directors York, New York 10038
Frank H. Douglas, Jr. Executive Officer Senior Vice President and 70 Pine Street, New York,
Chief Actuary NY 10270
David N. Fields Executive Officer Senior Vice President and 175 Water Street, New
Chief Reinsurance Officer York, New York 10038
Jeffrey L. Hayman Executive Officer Senior Vice President and 175 Water Street, New
Chief Administrative York, New York 10038
Officer
Ralph W. Mucerino Executive Officer Senior Vice President 175 Water Street, New
York, New York 10038
Charles R. Schader Executive Officer Senior Vice President and 175 Water Street, New
Chief Claims Officer York, New York 10038
Thomas J. Scherer Executive Officer Senior Vice President, 175 Water Street, New
General Counsel and York, New York 10038
Secretary
Samir Shah Executive Officer Senior Vice President and 175 Water Street, New
Chief Risk Officer York, New York 10038
David Ensor Executive Officer Chief Credit Officer 175 Water Street, New
York, New York 10038
Gretchen A. Hayes Executive Officer Chief Diversity Officer The Chartis Building,
58 Fenchurch Street,
London EC3MYAB,
United Kingdom
Jeffrey M. Riedel Executive Officer Chief Information Officer 70 Pine Street,
New York, New York
10276
Agustin Formoso, Jr. Executive Officer Vice President,
Administration
Kenneth V. Harkins Executive Officer Vice President 175 Water Street, New
York, New York 10038
John J. Jones Executive Officer Vice President, 175 Water Street, New
Communications York, New York 10038
Mary Ann Ross Executive Officer Vice President 175 Water Street, New
York, New York 10038
J. Howard Stecker Executive Officer Vice President and Chief 80 Pine Street,
Tax Officer New York, New York
10005
George M. Williams Executive Officer Vice President, Operations 175 Water Street, New
and Systems York, New York 10038
Andrew R. Holland Executive Officer Assistant Secretary 175 Water Street, New
York, New York 10038
EXECUTIVE OFFICERS OF AIUH LLC
David L. Herzog Executive Officer Executive Vice President 70 Pine Street, New York,
NY 10038
Robert A. Gender Executive Officer Vice President and 70 Pine Street,
Treasurer New York, New York
10276
Kathleen E. Shannon Executive Officer Secretary 70 Pine Street,
New York, New York
10276
Page 3 of 9
DIRECTORS AND EXECUTIVE OFFICERS OF CHARTIS U.S., INC.
John Q. Doyle Director and President & Chief Executive 175 Water Street,
Executive Officer Officer, Chartis U.S., Inc. New York, New York 10038
Kenneth V. Harkins Director Deputy General Counsel, AIG 175 Water Street,
New York, New York 10038
David L. Herzog Director Executive Vice President and 70 Pine Street,
Chief Financial Officer, AIG New York, New York 10270
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, 175 Water Street,
Executive Officer Chartis U.S., Inc. New York, New York 10038
Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street,
Executive Officer Financial Officer and Treasurer, New York, New York 10038
Chartis U.S., Inc.
Robert J. Beier Executive Officer Senior Vice President, 175 Water Street,
Chartis U.S., Inc. New York, New York 10038
Carl E. Chamberlain Executive Officer Senior Vice President, 175 Water Street,
Chartis U.S., Inc. New York, New York 10038
Frank H. Douglas, Jr. Executive Officer Senior Vice President and Actuary, 70 Pine Street,
Chartis U.S., Inc. New York, New York 10270
David N. Fields Executive Officer Senior Vice President, 175 Water Street
Chartis U.S., Inc. New York, New York 10038
Andrew R. Holland Executive Officer Senior Vice President, 175 Water Street,
General Counsel and Secretary, New York, New York 10038
Chartis U.S., Inc.
Gary E. Muoio Executive Officer Senior Vice President and Chief 175 Water Street,
Operations Officer-Underwriting, New York, New York 10038
Chartis U.S., Inc.
Richard T. Pisano Executive Officer Senior Vice President, 80 Pine Street
Chartis U.S., Inc. New York, New York 10005
Mary Ann Ross Executive Officer Executive Vice President, 175 Water Street,
Chartis U.S., Inc. New York, New York 10038
Charles R. Schader Executive Officer Executive Vice President, 175 Water Street,
Chartis U.S., Inc. AIG New York, New York 10038
George M. Williams Executive Officer Vice President and Chief 70 Pine Street,
Operations Officer-Claims, New York, New York 10270
Chartis U.S., Inc.
Mark T. Willis Executive Officer Executive Vice President, 300 South Riverside Plaza, Suite
Chartis U.S., Inc. 2100, Chicago, Illinois 60606
Page 4 of 9
DIRECTORS AND EXECUTIVE OFFICERS OF CHARTIS INC.
John Q. Doyle Director Senior Vice President - Domestic 175 Water Street,
General Insurance, AIG New York, New York 10038
Kenneth V. Harkins Director and Executive Vice President, General 175 Water Street,
Executive Counsel and Secretary, Chartis Inc. New York, New York 10038
Officer
David L. Herzog Director Executive Vice President and 70 Pine Street,
Chief Financial Officer, AIG New York, New York 10270
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, 175 Water Street,
Executive President and Chief Executive New York, New York 10038
Officer Officer, Chartis Inc.
Robert S.H. Schimek Director and Executive Vice President, Chief 175 Water Street,
Executive Officer Financial Officer and Treasurer, New York, New York 10038
Chartis Inc.
Nicholas C. Walsh Director Executive Vice President - Foreign 175 Water Street,
General Insurance, AIG New York, New York 10038
Mary Ann Ross Executive Executive Vice President, 175 Water Street,
Officer Chartis Inc. York, New York 10038
Frank H. Douglas, Jr. Executive Senior Vice President and Actuary, 70 Pine Street,
Officer Chartis Inc. New York, New York 10270
Richard T. Pisano Executive Officer Senior Vice President and 80 Pine Street,
Statutory Comptroller, Chartis Inc. New York, New York 10005
Mark T. Willis Executive Executive Vice President, 300 South Riverside Plaza,
Officer Chartis Inc. Suite 2100,
Chicago, Illinois 60606
Page 5 of 9
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOME
ASSURANCE COMPANY ("AHAC")
John Q. Doyle Director and President and Chief Executive 175 Water Street,
Executive Officer Officer, AHAC New York, New York 10038
David N. Fields Director and Senior Vice President, AHAC 175 Water Street,
Executive Officer New York, New York 10038
Christopher L. Sparro Director President, AIG World Source 175 Water Street,
New York, New York 10038
David L. Herzog Director Executive Vice President and 70 Pine Street,
Chief Financial Officer, AIG New York, New York 10270
Louis P. Iglesias Director Chairman and Chief Executive 175 Water Street,
Officer - Commercial Casualty Group 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
Monika M. Machon Director Senior Vice President and Chief 70 Pine Street,
Investment Officer, AIG New York, New York 10270
Kristian P. Moor Director and Chairman of the Board, AHAC 175 Water Street, New York,
Executive Officer New York 10038
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
Nicholas S. Tyler Director Vice President, AHAC 175 Water Street,
New York, New York 10038
Nicholas C. Walsh Director and Senior Vice President, AHAC 175 Water Street,
Executive Officer New York, New York 10038
Frank H. Douglas, Jr. Executive Officer Senior Vice President and 70 Pine Street,
Actuary, AHAC New York, New York 10270
Mark T. Willis Director and Senior Vice President, AHAC 175 Water Street,
Executive Officer New York, New York 10038
Andrew R. Holland Executive Officer Senior Vice President, General 175 Water Street,
Counsel and Secretary, New York, New York, 10038
AHAC
Gary E. Muoio Executive Officer Senior Vice President, AHAC 175 Water Street,
New York, New York, 10038
Richard T. Pisano Executive Officer Senior Vice President, AHAC 80 Pine Street,
New York, New York 10005
Richard C. Woollams Executive Officer Senior Vice President, AHAC 175 Water Street,
New York, New York, 10038
Page 6 of 9
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.
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
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 7 of 9
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 OFFICERS OF
C.V. STARR & CO., INC. TRUST
Maurice R. Greenberg Chairman and (See above) (See above)
Director, Trustee
Edward E. Matthews Director, Trustee (See above) (See above)
Howard I. Smith Director, Trustee (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 8 of 9
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 9 of 9
Exhibit 99.9
February 18, 2010
The Honorable James J. Wrynn
Superintendent of Insurance
New York State Insurance Department
25 Beaver Street
New York, NY 10004
SPECIAL COMMITMENT TO THE NEW YORK STATE INSURANCE DEPARTMENT
RE: APPLICATION FOR DETERMINATION OF NON-CONTROL OF TRANSATLANTIC REINSURANCE
COMPANY AND PUTNAM REINSURANCE COMPANY (COLLECTIVELY, THE "DOMESTIC
INSURERS") BY AMERICAN INTERNATIONAL GROUP, INC. ("AIG") AND AMERICAN HOME
ASSURANCE COMPANY ("AHAC") PURSUANT TO NEW YORK INSURANCE LAW SECTION
1501(C) ("APPLICATION")
In connection with the Application, AIG and AHAC agree that they will not,
individually or collectively:
1. By any means direct or cause the direction, or attempt to direct or cause
the direction, of the management or policies of Transatlantic Holdings,
Inc. ("TRH") and/or its subsidiaries, including the Domestic Insurers;
provided, however, that the exercise by AIG and/or AHAC of the rights set
forth in Section 5.2 of that certain Stockholders Agreement, dated as of
June 4, 2009, by and among AIG, AHAC and TRH, a copy of which is on file
with the New York State Insurance Department ("Department"), shall not be
deemed a violation of this paragraph.
2. Acquire shares of either TRH or the Domestic Insurers in a manner that
would cause AIG and/or AHAC's aggregate ownership of the common stock of
TRH to exceed 13.847%,(1) or of the common stock of either of the Domestic
Insurers to equal or exceed 10%.
3. Propose a director or slate of directors for the Board of TRH and/or either
of the Domestic Insurers in opposition to a nominee or slate of nominees
proposed by the management or Boards of Directors of TRH and/or either of
the Domestic Insurers.
4. Seek or accept representation on the Board of Directors of TRH and/or
either of the Domestic Insurers.
5. Solicit or participate in soliciting proxies with respect to any matter
presented to the shareholders of TRH and/or either of the Domestic
Insurers.
- ----------
(1) Calculated as 9,192,662 shares owned by AHAC on the date hereof divided by
66,385,143 total shares outstanding as reported in TRH's Quarterly Report
on Form 10-Q for the Quarterly Period Ended September 30, 2009.
6. In the event that AIG and/or AHAC's aggregate voting rights in the common
stock of TRH and/or either of the Domestic Insurers equals 10% or more
after December 31, 2010, enter into any transaction with either of the
Domestic Insurers of the kinds set forth in New York Insurance Law Sections
1505(c) or (d) without 30 days prior notification to the Department;
provided, however, that AIG and AHAC's duty to comply with Section
1505(d)(2) shall be subject to the exemption set forth in the Department's
letter to Transatlantic Reinsurance Company dated January 9, 1995.
7. Enter into any transaction with any AIG affiliate, or cause any AIG
affiliate to enter into any transaction, for the purpose of circumventing
any provision of this Special Commitment.
This Special Commitment shall automatically terminate and be of no further
effect at such time as AIG and AHAC's aggregate ownership of the common stock of
each of TRH and the Domestic Insurers is less than 10% of the common stock then
outstanding of each of TRH and the Domestic Insurers.
Very truly yours,
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
Secretary
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