-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BZSk8WN8t4EKYNQh8gh/v9XKxmCx+RJKrBzy7+0FjSXFiL41erpcq8xfRmFgJuc3 TXga984Zhg/4y8XXjfZ6ig== 0000895345-08-000512.txt : 20080929 0000895345-08-000512.hdr.sgml : 20080929 20080929151212 ACCESSION NUMBER: 0000895345-08-000512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080929 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080929 DATE AS OF CHANGE: 20080929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSATLANTIC HOLDINGS INC CENTRAL INDEX KEY: 0000862510 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133355897 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10545 FILM NUMBER: 081094000 BUSINESS ADDRESS: STREET 1: 80 PINE ST CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127702000 MAIL ADDRESS: STREET 1: 80 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10005 8-K 1 lh8k_transatlantic.htm lh8k_transatlantic.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported): September 29, 2008
 
TRANSATLANTIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
1-10545
(Commission File Number)
13-3355897
(IRS Employer
Identification No.)
 
80 Pine Street, New York, New York
(Address of Principal Executive Offices)
10005
(Zip Code)
 
Registrant's telephone number, including area code:
(212) 770-2000
 
 
NONE
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
Item 7.01.             Regulation FD Disclosure
 
On September 29, 2008, Transatlantic Holdings, Inc. (the “Company”) issued a press release announcing that a Special Committee of its independent directors is evaluating proposals received from American International Group, Inc. (“AIG”) relating to the possible disposition of, or other transactions involving, AIG’s 59% common stock interest in the Company as well as any related business combination transactions involving the Company’s outstanding shares.  The Special Committee is comprised of the Company’s lead independent director, Richard S. Press, and directors John Foos and William J. Poutsiaka.  The Special Committee has retained Lazard as its financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP as its legal advisor.  Potter Anderson & Corroon LLP is acting as Delaware counsel to the Special Committee.  The text of the press release is being furnished and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934.
 
Item 9.01              Financial Statements and Exhibits
 
(d)  
Exhibits
 
Exhibit 99.1           Press release of Transatlantic Holdings, Inc., dated September 29, 2008.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
TRANSATLANTIC HOLDINGS, INC.
                                (Registrant)
 
Date:  September 29, 2008 By: /s/ Gary A. Schwartz 
 
Name:
Gary A. Schwartz
 
Title:
Senior Vice President, General Counsel

 
 

Exhibit Index
 
Exhibit No. Description 
   
99.1 Press Release of Transatlantic Holdings, Inc., dated September 29, 2008.
                                

 EX-99.1 2 lh8kex99_1.htm lh8kex99_1.htm
 
 
Exhibit 99.1
 


 
Transatlantic Holdings, Inc. Forms Special Committee of the Board of Directors
 
NEW YORK, September 29, 2008 (BUSINESS WIRE) -- Transatlantic Holdings, Inc. (NYSE: TRH) today announced that a Special Committee of its independent directors is evaluating proposals received from American International Group, Inc. (“AIG”) relating to the possible disposition of, or other transactions involving, AIG’s 59% common stock interest in the Company as well as any related business combination transactions involving the Company’s outstanding shares.  The Special Committee is comprised of the Company’s lead independent director, Richard S. Press, and directors John Foos and William J. Poutsiaka.
 
The Special Committee has retained Lazard as its financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP as its legal advisor.  Potter Anderson & Corroon LLP is acting as Delaware counsel to the Special Committee.
 
Commenting on these actions, Robert F. Orlich, Chairman, President and Chief Executive Officer, said, “The Special Committee is working with AIG to expedite the resolution of uncertainty surrounding AIG’s ownership interest in Transatlantic and is focused on achieving a resolution that will be in the best interests of the Company’s public shareholders.  We are committed to maintaining our global franchise and financial strength, our history of excellent relationships with brokers and clients and the strong ratings assigned by each of the major rating agencies.  We believe that our ratings profile has recently been impacted by events surrounding AIG and we look forward to resolving any uncertainty that may exist about our ratings.  We believe this is the best way to protect the interests of all stakeholders.”
 
There can be no assurance as to whether or when AIG will dispose of all or any portion of its interest in the Company or whether or when the Company will engage in any transaction.
 
Transatlantic Holdings, Inc. (TRH) is a leading international reinsurance organization headquartered in New York, with operations on six continents. Its subsidiaries, Transatlantic Reinsurance Company(R), Trans Re Zurich and Putnam Reinsurance Company, offer reinsurance capacity on both a treaty and facultative basis -- structuring programs for a full range of property and casualty products, with an emphasis on specialty risks.
 
Visit - www.transre.com - for additional information about the Company.
 
Caution concerning forward-looking statements:
 
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements are based on assumptions and opinions concerning a variety of known and unknown risks. Please refer to TRH’s Annual Report on Form 10-K for the year ended December 31, 2007 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 as well as its future filings and reports filed with or furnished to the Securities and Exchange Commission for a description of the business environment in which TRH operates and the important factors, risks and uncertainties that may affect its business and financial results. If any assumptions or opinions prove incorrect, any forward-looking statements made on that basis may also prove materially incorrect. TRH is not under any obligation to (and expressly disclaims any such obligations to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
 
CONTACT:
 
Transatlantic Holdings, Inc., New York
Steven S. Skalicky, 212-770-2040
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