UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 20)*
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 7, 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. 20 (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, Amendment No.
18, dated June 5, 2009 and Amendment No. 19, dated March 5, 2010 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. On March 8, 2010 AIG commenced such an underwritten offering. In
connection with this offering, AHAC, the Company and Goldman, Sachs & Co, Wells
Fargo Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"March 2010 Underwriters") entered into a Stock Offering Agreement (the "Stock
Offering Agreement") pursuant to which the Company will purchase two million of
the shares owned by AHAC as part of the underwritten offering at a price per
share based on the offering price of the public offering. The Stock Offering
Agreement is filed as an exhibit to this Schedule 13D and is incorporated by
reference into this Item 4. On March 9, 2010, AHAC, the Company and the March
2010 Underwriters entered into an underwriting agreement (the "March
Underwriting Agreement"). The March Underwriting Agreement is filed as an
exhibit to this Schedule 13D and is incorporated by reference into this Item 4.
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 exhibit
99.9 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 (incorporated by reference
from Amendment No. 19 to the Statement on Schedule 13D, dated March 5, 2010).
(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 (incorporated by reference from Amendment No. 19 to the
Statement on Schedule 13D, dated March 5, 2010).
(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 (incorporated by reference from Amendment No. 19 to the
Statement on Schedule 13D, dated March 5, 2010).
(99.10) Stock Offering Agreement, dated as of March 7, 2010, by and
among AHAC, the Company and Goldman, Sachs & Co., Wells Fargo Securities LLC and
Merrill Lynch, Pierch, Fenner & Smith Incorporated (filed herewith).
(99.11) Underwriting Agreement, dated March 9, 2010, by and among
AHAC, the Company and Goldman, Sachs & Co., Wells Fargo Securities, LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (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 9, 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 Incorporated by reference from Amendment 19 to
March 5, 2010, by and among AIG, the HoldCos and AHAC. the Statememt on Schedule 13D, dated March 5,
2010.
99.2 List of the Directors and Executive Officers of American Incorporated by reference from Amendment 19 to
International Group, Inc., Chartis U.S., Inc., Chartis Inc., the Statement on Schedule 13D, dated March 5,
Chartis Holdings, Inc., AIUH LLC, American Home Assurance Company, 2010.
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 Incorporated by reference from Amendment 19 to
dated February 18, 2010 the Statememt on Schedule 13D, dated March 5,
2010.
99.10 Stock Offering Agreement, dated as of March 7, 2010, by and Filed herewith.
among AHAC, the Company and Goldman, Sachs & Co., Wells Fargo
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
99.11 Underwriting Agreement, dated March 9, 2010, by and among Filed herewith.
AHAC, the Company and Goldman, Sachs & Co., Wells Fargo
Securities LLC and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Page 17 of 17