UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18)*
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)
JUNE 4, 2009
(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
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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: 9,193,341
BENEFICIALLY
OWNED BY EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER:
PERSON WITH
----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,193,341
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: 9,193,341
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
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PAGE 2 OF 15 PAGES
SCHEDULE 13D/A
CUSIP NO. 893521 10 4
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1. NAME OF REPORTING PERSON: S.S. OR I.R.S. AIG COMMERCIAL
IDENTIFICATION NO. OF ABOVE PERSON: INSURANCE GROUP, INC.
(I.R.S. IDENTIFICATION
NO. 13-3386798)
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[ ]
(B)[ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: NOT APPLICABLE
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION: INCORPORATED IN THE
STATE OF DELAWARE
--------------------------------------------------------------------------------
7. SOLE VOTING POWER:
----------------------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER: 9,193,341
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,193,341
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 9,193,341
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
--------------------------------------------------------------------------------
PAGE 3 OF 15 PAGES
SCHEDULE 13D/A
CUSIP NO. 893521 10 4
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON: S.S. OR I.R.S. AIU HOLDINGS, 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: 9,193,341
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,193,341
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 9,193,341
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: HC, CO
--------------------------------------------------------------------------------
PAGE 4 OF 15 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: 9,193,341
SHARES
BENEFICIALLY ----------------------------------------------------------------
OWNED BY EACH 9. SOLE DISPOSITIVE POWER:
REPORTING
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER: 9,193,341
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON: 9,193,341
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 13.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON: IC, CO
--------------------------------------------------------------------------------
PAGE 5 OF 15 PAGES
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 18 (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 and Amendment No. 17, dated May 28, 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 and AIG Commercial Insurance Group, Inc. and AIU Holdings, Inc.
(f/k/a AIG Property Casualty Group, Inc.), each a Delaware corporation and a
wholly owned subsidiary of AIG (together, the "HoldCos" and collectively with
AIG and AHAC, the "Reporting Persons"). In addition, of the 9,193,341 shares of
Common Stock that may be deemed beneficially owned by AIG, 679 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 are
located at 70 Pine Street, New York, New York 10270. The principal executive
offices of the 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 May 22,
2009, represent approximately, 79.81 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 205,845,399 shares of
common stock, par value $2.50 per share, of AIG ("AIG Shares") of which
15,700,000 shares are held by Starr International Investments, Ltd., a wholly
owned subsidiary of SICO, and 190,145,399 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 19,073,502 AIG Shares (8,580,850 of which are
held by the C.V. Starr & Co., Inc. Trust
Page 6 of 15
("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, Dr. Jacob A. Frenkel, who is a citizen of the State of Israel
and the Republic of Poland, Mr. Osborne, Ms. Barclay, Mr. Johnson
Page 7 of 15
and Ms. Barnes, who are citizens of the United Kingdom, and Mr. Zalamea, Ms.
Fernando and Mr. Colayco, who are citizens of the Republic of the Philippines.
All information provided in this Amendment (including, without
limitation, in this Item 2 and Exhibit 99.2 to this Amendment) with respect to
Messrs. Greenberg and Matthews, SICO, Starr, Universal Foundation, the Greenberg
Foundation, and the Greenberg Joint Tenancy Company and their respective
directors and executive officers is provided based solely on the information set
forth in the most recent amendment to Schedule 13D relating to AIG Shares filed
on March 20, 2007 on behalf of Messrs. Greenberg and Matthews, SICO, Starr,
Universal Foundation, the Greenberg Foundation and the Greenberg Joint Tenancy
Company. This information has not been updated to reflect changes in the
ownership by such parties of AIG Shares that are disclosed in filings made by
one or more of such parties under Section 16 of the Securities Exchange Act of
1934, as amended ("Act"). In each case, such information may not be accurate or
complete and AIG takes no responsibility therefor and makes no representation to
its accuracy or completeness as of the date hereof or any subsequent date.
(d) and (e):
2006 Regulatory Settlements
In February 2006, AIG reached a final settlement with the Securities
and Exchange Commission ("SEC"), the United States Department of Justice
("DOJ"), the Office of the New York Attorney General ("NYAG") and the New York
State Department of Insurance ("DOI"). The settlements resolved outstanding
litigation filed by the SEC, NYAG and DOI against AIG and concluded negotiations
with these authorities and the DOJ in connection with the accounting, financial
reporting and insurance brokerage practices of AIG and its subsidiaries, as well
as claims relating to the underpayment of certain workers compensation premium
taxes and other assessments. As a result of these settlements, AIG made
payments or placed amounts in escrow in 2006 totaling approximately $1.64
billion, $225 million of which represented fines and penalties. The following
is additional information regarding the settlements.
AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment on February 9, 2006:
(a) permanently restraining and enjoining AIG from violating Section 17(a) of
the Securities Act of 1933, as amended ("Securities Act"), and Sections 10(b),
13(a), 13(b)(2) and 13(b)(5) and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1
of the Act; (b) ordering AIG to pay disgorgement; and (c) ordering AIG to pay
a civil penalty.
In February 2006, AIG and the DOJ entered into a letter agreement. In
the letter agreement, the DOJ notified AIG that in its view, AIG, acting through
some of its employees, violated federal criminal law in connection with
misstatements in periodic financial reports that AIG filed with the SEC between
2000 and 2004 relating to certain transactions. The settlement with the DOJ
consists of, among other things, AIG's
Page 8 of 15
cooperating with the DOJ in the DOJ's ongoing criminal investigation, accepting
responsibility for certain of its actions and those of its employees relating to
these transactions and paying money into a fund. Also effective February 9,
2006, AIG entered into agreements with the NYAG and the DOI, settling claims
under New York's Martin Act and insurance laws, among other provisions, which
were originally brought by the NYAG and the DOI in a civil complaint filed on
May 26, 2005.
As part of these settlements, AIG has agreed to retain for a period of
three years an independent consultant who will conduct a review that will
include the adequacy of AIG's internal controls over financial reporting and the
remediation plan that AIG has implemented as a result of its own internal
review.
PNC Settlement
In November 2004, AIG and AIG Financial Products Corp. ("AIGFP"), a
subsidiary of AIG, reached a final settlement with the SEC, the Fraud Section of
the DOJ and the United States Attorney for the Southern District of Indiana with
respect to issues arising from certain structured transactions entered into with
Brightpoint, Inc. and The PNC Financial Services Group, Inc. ("PNC"), the
marketing of transactions similar to the PNC transactions and related matters.
As part of the settlement, the SEC filed against AIG a civil
complaint, based on the conduct of AIG primarily through AIGFP, alleging
violations of certain antifraud provisions of the federal securities laws and
for aiding and abetting violations of reporting and record keeping provisions of
those laws. AIG, without admitting or denying the allegations in the SEC
complaint, consented to the issuance of a final judgment permanently enjoining
it and its employees and related persons from violating certain provisions of
the Act, Act rules and the Securities Act, ordering disgorgement of fees it
received from the PNC transactions and providing for AIG to establish a
transaction review committee to review the appropriateness of certain future
transactions and to retain an independent consultant to examine certain
transactions entered into between 2000 and 2004 and review the policies and
procedures of the transaction review committee.
Page 9 of 15
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 "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 this Schedule 13D and
incorporated by reference to this Item 4. Pursuant to the Underwriting
Agreement, each of AIG and AHAC have agreed to sell to the Underwriters an
aggregate of 26 million shares of Common Stock of the Company at a price of
$38.00 per share, and on June 5, 2009 the Underwriters exercised their option to
purchase an additional 3.9 million shares of Common Stock. At the completion of
the Offering, AIG and AHAC will own 9,193,341 shares of Common Stock,
representing 13.9% of the Common Stock of the Company. AIG and AHAC will
continue to explore all strategic alternatives in connection with the potential
disposition or other monetization of their remaining shares of Common Stock of
the Company
Concurrently with the execution of the Underwriting Agreement, AIG,
AHAC and the Company closed the transactions contemplated in the Separation
Agreement (the "Closing"). At the Closing, AIG, AHAC and the Company entered
into a registration rights agreement, in substantially the form attached as
Exhibit C to the Separation Agreement (the "Rights Agreement"), which will
become effective upon completion of the Offering, pursuant to which the Company
will grant to AIG and AHAC certain rights to require the Company to register
with the SEC any of AIG's and AHAC's respective shares of Common Stock of the
Company that were not sold in the Offering (either by a shelf registration which
must be kept effective, or if a shelf registration is not available, a newly
filed registration statement). Under the Rights Agreement, the registration must
contemplate the right of AIG and AHAC to offer their respective shares of Common
Stock of the Company in subsequent underwritten offerings.
Page 10 of 15
In addition, at the Closing, each of the Company, AIG and AHAC entered
into a stockholders agreement, in substantially the form attached as Exhibit E
to the Separation Agreement, which among other things, provides certain
information rights to AIG and AHAC, post-Closing and imposes certain transfer
andstandstill restrictions on AIG, AHAC, their respective affiliates and their
respective directors and officers as set forth therein. The stockholders
agreement will become effective upon completion of the Offering.
Also at the Closing, in their capacity as holders of a majority of the
Common Stock, AIG and AHAC executed a consent to restate the Company's
certificate of incorporation to increase the number of authorized shares of
Common Stock and preferred stock that the Company may issue and to effect other
changes as set forth in the Company's Restated Certificate of Incorporation. The
Company will file with the Secretary of State of the State of Delaware the
Restated Certificate of Incorporation, in the form attached as Exhibit H to the
Separation Agreement.
The foregoing descriptions of the 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 Underwriting
Agreement and Separation Agreement and the exhibits to the Separation Agreement.
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 11 of 15
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). Since the filing of Amendment No. 16 to Schedule 13D, dated
September 26, 2008, certain mutual funds which are advised or managed by AIG
sold 83 shares as follows:
Date Number of Shares Sold Price Per Share
---- --------------------- ---------------
3/31/09 30 $36.27
3/31/09 16 $36.27
3/31/09 37 $36.27
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 12 of 15
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 AIU Holdings, Inc. ("AIUH")
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 AIUH 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.
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) Amended and Restated Agreement of Joint Filing, dated September
27, 2007, by and among AIG, the HoldCos and AHAC (incorporated by reference from
Amendment 15 to the Statement on Schedule 13D, dated September 27, 2007).
(99.2) List of the Directors and Executive Officers of American
International Group, Inc., AIG Commercial Insurance Group, Inc., AIU Holdings,
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 (filed herewith).
Page 13 of 15
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: June 5, 2009
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
AIG COMMERCIAL INSURANCE GROUP, INC.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
AIU HOLDINGS, INC.
By: /s/ Robert S. H. Schimek
------------------------------------
Name: Robert S. H. Schimek
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
Page 14 of 15
EXHIBIT INDEX
Exhibit No. Description Location
----------- ----------- --------
99.1 Amended and Restated Agreement of Joint Filing, dated September Incorporated by reference from
27, 2007, by and among AIG, the HoldCos and AHAC. Amendment 15 to the Statement on
Schedule 13D, dated September 27, 2007.
99.2 List of the Directors and Executive Officers of American Filed herewith.
International Group, Inc., AIG Commercial Insurance Group, Inc.,
AIU Holdings Inc., 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 Filed herewith.
AIG, AHAC, the Company and J.P. Morgan Securities, Inc. and
Goldman, Sachs & Co. as representatives of the several
underwriters.
Page 15 of 15