<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
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
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET, NEW YORK, NEW YORK 10270 (212) 770-5123
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
NOVEMBER 21, 1995
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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
disclosures provided in a prior cover page.
The information required on 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).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 893521 10 4 PAGE 2 of 22 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMERICAN INTERNATIONAL GROUP, INC.
IRS NO. 13-2592361
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN THE STATE OF DELAWARE
7 SOLE VOTING POWER
3,241,912
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,828,568
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,241,912
WITH
10 SHARED DISPOSITIVE POWER
7,828,568
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,070,480
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.24
14 TYPE OF REPORTING PERSON*
HC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 893521 10 4 PAGE 4 of 22 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AMERICAN HOME ASSURANCE COMPANY
IRS ID# 13-5124990
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or (e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN THE STATE OF NEW YORK
7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,828,568
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
7,828,568
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,828,568
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.12
14 TYPE OF REPORTING PERSON*
IC, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
ITEM 1. Security and Issuer.
This statement relates to the common stock, par value $1.00 per share
("Common Stock"), of Transatlantic Holdings, Inc., a Delaware corporation
("Company"). This statement amends the statement on Schedule 13D dated August
13, 1991, Amendment No. 1 to such Schedule 13D dated November 3, 1993, Amendment
No. 2 to such Schedule 13D dated March 4, 1994 and Amendment No. 3 to such
Schedule 13D dated March 31, 1994 (hereinafter collectively referred to as the
"Schedule 13D") 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.
(a) through (c). This statement is filed by AIG on behalf of itself
and its wholly owned subsidiary, AHAC. AIG is a holding company which, through
its subsidiaries, is primarily engaged in a broad range of insurance and
insurance-related activities in the United States and abroad. AIG, through its
subsidiaries, also conducts financial services activities and agency and fee
operations. AHAC is a multiple line, insurance company which writes
substantially all lines of property and casualty insurance in each state of the
United States and abroad. The principal executive offices of AIG and AHAC are
located at 70 Pine Street, New York, New York 10270.
Starr International Company, Inc., a private holding company
incorporated in Panama ("SICO"), The Starr Foundation ("The Starr Foundation"),
a New York not-for-profit corporation, and C.V. Starr & Co., Inc., a Delaware
corporation ("Starr"), have the right to vote approximately 16.0%, 3.6% and
2.4%, respectively, of the outstanding common stock of AIG. The principal
executive offices of SICO are located at 29 Richmond Road, Pembroke, Bermuda.
The principal executive offices of The Starr Foundation and Starr are located at
70 Pine Street, New York, New York 10270. The directors and officers ("Covered
Persons") of AIG, AHAC, SICO, The Starr Foundation and Starr, their business
addresses and principal occupations are set forth in Exhibit B attached hereto,
which is incorporated herein by reference in its entirety. The business address
indicated for each Covered Person is also the address of the principal employer
for such Covered Person. Each of the Covered Persons is a citizen of the United
States, except for Messrs. Johnson, Manton, Milton, Sullivan and Edmund Tse,
who are British subjects, Messrs. Anderson and Cohen who are Canadian subjects,
Mr. Da Silva who is a Brazilian
Page 5 of 22 Pages
<PAGE> 5
citizen, and Mr. Sakai, who is a Japanese citizen.
(d) through (e). During the last five years, none of AIG, AHAC, SICO,
The Starr Foundation and Starr, or any of the Covered Persons, has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to federal
or state securities laws or finding any violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
During the period from October 16, 1995 through November 20, 1995, AIG
purchased 433,700 additional shares of Common Stock for an aggregate purchase
price of $30,050,585. AIG used its available working capital to purchase the
shares of Common Stock.
ITEM 4. Purpose of Transaction.
The purpose of the acquisition of the Common Stock, as described in
Item 5 below, was investment. The relationship between AIG and the Company is
more fully described in the Prospectus dated June 15, 1990 ("Prospectus"),
included in the Company's Registration Statement (File No. 33-34433), as filed
with the Securities and Exchange Commission in connection with the initial
public offering of the Common Stock, and which is incorporated herein by
reference in its entirety. AIG and AHAC continually review their investment in
the Company and, if their evaluation of market conditions, applicable regulatory
requirements, and the Company's business prospects and future developments is
favorable, may from time to time, determine to increase their equity position in
the Company. The purchases of Common Stock by AIG described in paragraphs (a)
through (b) of Item 5 below were made by AIG after the completion of such
evaluations.
ITEM 5. Interest in Securities of Issuer.
(a) through (b). The information required by these paragraphs is set
forth in Items 7 through 11 and 13 of each of the cover pages of this Amendment
No. 4 to Schedule 13D and is based upon the number of Common Stock outstanding
on September 30, 1995 as contained in the Quarterly Report on Form 10-Q of the
Company for the quarter ended September 30, 1995.
Page 6 of 22 Pages
<PAGE> 6
(c). Since October 16, 1995, AIG acquired 433,700 shares of Common
Stock as follows:
<TABLE>
<CAPTION>
Date Number of Shares Purchased Avg. Price Per Share
---- -------------------------- --------------------
<S> <C> <C>
10/16/95 50,000 $67.285
11/20/95 383,700 69.55
</TABLE>
The October 16, 1995 purchase was made in an open market transaction. The
November 20, 1995 purchase was made in a negotiated transaction with Goldman
Sachs & Co. ("Goldman") where Goldman sold 47,000 shares from its own account
and the balance of 336,700 shares as agent. AIG, AHAC, SICO and Starr, and, to
the best of AIG's and AHAC's knowledge, the Covered Persons, have not engaged in
any transactions in Common Stock within the past 60 days other than those
transactions described above.
(d) through (e). Not applicable.
ITEM 6. Contracts, Arrangements, Understandings & Relationships With Respect
to Securities of the Issuer.
Contracts, arrangements, understandings and relationships with respect
to securities of the Company consist of the Stock Exchange Agreement dated as of
August 13, 1991 by and between AIG and The Lambert Brussels Financial
Corporation, a Delaware corporation, a copy of which was originally filed as
Exhibit A to the Schedule 13D filed by AIG on August 13, 1991 and which is
incorporated herein by reference in its entirety.
ITEM 7. Material to be Filed as Exhibits.
(a) Agreement of Joint Filing dated as of August 13, 1991 by and
between American International Group, Inc. and American Home
Assurance Company.
(b) List of Directors and Executive Officers of AIG, AHAC, SICO,
The Starr Foundation and Starr.
Page 7 of 22 Pages
<PAGE> 7
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: November 21, 1995
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ KATHLEEN E. SHANNON
-------------------------------
Kathleen E. Shannon
Vice President and Secretary
AMERICAN HOME ASSURANCE COMPANY
By: /s/ EDWARD E. MATTHEWS
-------------------------------
Edward E. Matthews
Senior Vice President-Finance
Page 8 of 22 Pages
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description
EX-99.A Agreement of Joint Filing dated as of August 13, 1991 by and
between American International Group, Inc. and American Home
Assurance Company.
EX-99.B List of Directors and Executive Officers of AIG, AHAC, SICO,
The Starr Foundation and Starr.
<PAGE> 1
EXHIBIT A
AGREEMENT OF JOINT FILING
In accordance with Rule 13D-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D, or any amendments thereto, with
respect to the Common Stock, par value $1.00 per share, of Transatlantic
Holdings, Inc. and that this Agreement be included as an Exhibit to such filing.
Each of the undersigned parties represents and warrants to the other
that the information contained in any amendment thereto about it will be, true,
correct and complete in all material respects and in accordance with all
applicable laws. Each of the undersigned parties agrees to inform the other of
any changes in such information or of any additional information which would
require any amendment to the Schedule 13D and to promptly file such amendment.
Each of the undersigned parties agrees to indemnify the other for any
losses, claims, liabilities or expenses (including reasonable legal fees and
expenses) resulting from, or arising in connection with, the breach by such
party of any of representations, warranties or agreements in this Agreement.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of
August 13, 1991.
AMERICAN INTERNATIONAL GROUP, INC.
By: s/ Kathleen E. Shannon
--------------------------------
Name: Kathleen E. Shannon
Title: Vice President and Secretary
AMERICAN HOME ASSURANCE COMPANY
By: s/ Edward E. Matthews
--------------------------------
Name: Edward E. Matthews
Title: Senior Vice President-Finance
Page 9 of 22 Pages
<PAGE> 1
EXHIBIT B
AMERICAN HOME ASSURANCE COMPANY
DIRECTORS
Michael J. Castelli American Home Assurance Company
99 John Street
New York, New York 10038
Charles Dangelo American International Group, Inc.
70 Pine Street
New York, New York 10270
Florence A. Davis American International Group, Inc.
70 Pine Street
New York, New York 10270
John G. Gantz, Jr. American International Group, Inc.
70 Pine Street
New York, New York 10270
Evan G. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
M.R. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
John G. Hughes American Home Assurance Company
70 Pine Street
New York, New York 10270
David M. Hupp American International Group, Inc.
70 Pine Street
New York, New York 10270
Edwin A.G. Manton American International Group, Inc.
70 Pine Street
New York, New York 10270
Edward E. Matthews American International Group, Inc.
70 Pine Street
New York, New York 10270
Christian Milton American International Group, Inc.
99 John Street
New York, New York 10038
Page 10 of 22 Pages
<PAGE> 2
AMERICAN HOME ASSURANCE COMPANY
DIRECTORS (CONTINUED)
Kristian P. Moor American International Group, Inc.
70 Pine Street
New York, New York 10270
Win J. Neuger American International Group, Inc.
70 Pine Street
New York, New York 10270
Takaki Sakai A.I.U. K.K.
P.O. Box 951
Tokyo, Japan
Robert Sandler American International Group, Inc.
70 Pine Street
New York, New York 10270
B. Michael Schlenke American Home Assurance Company
70 Pine Street
New York, New York 10270
Howard I. Smith American International Group, Inc.
70 Pine Street
New York, New York 10270
William D. Smith National Union Fire Insurance
Company of Pittsburgh, Pa.
70 Pine Street
New York, New York 10270
Thomas R. Tizzio American International Group, Inc.
70 Pine Street
New York, New York 10270
Page 11 of 22 Pages
<PAGE> 3
AMERICAN HOME ASSURANCE COMPANY
OFFICERS
William D. Smith Chairman of the Board
B. Michael Schlenke President & Chief Executive
Officer
Frank Douglas Senior Vice President & Actuary
Patrick J. Foley Senior Vice President
John G. Gantz, Jr. Senior Vice President
John G. Hughes Senior Vice President - Domestic
Claims
Edward E. Matthews Senior Vice President - Finance
Frank Neuhauser Senior Vice President
Charles Schader Senior Vice President
Sherman Sitrin Senior Vice President & Associate
General Counsel
Richard L. Thomas Senior Vice President
David J. Walsh Senior Vice President & General
Counsel
James A. Allen Vice President & Senior Counsel
Martin H. Banker Vice President
Mark Bender Vice President
Cary A. Boddeker Vice President
Michael J. Castelli Vice President, Treasurer &
Comptroller
Page 12 of 22 Pages
<PAGE> 4
AMERICAN HOME ASSURANCE COMPANY
OFFICERS (CONTINUED)
Joseph Cavolo Vice President
John Colona Vice President
John Costigan Vice President
Virginia Doty Vice President
David N. Fields Vice President
Kevin Fitzpatrick Vice President
Agustin Formoso Vice President
Harold Jacobowitz Vice President
Dee Klock Vice President
John H. McCue Vice President
Gary McMillan Vice President & Chief Agent
in Canada
Robert Meyer Vice President
Christian Milton Vice President - Reinsurance
Michael Mitrovic Vice President
Lena Mkhitarian Vice President
Kristian Moor Vice President
Donald Nelson Vice President
David Pinkerton Vice President - Private
Investments
John Schumacher Vice President
Allen Silverstein Vice President - Marketing
Michael V. Tripp Vice President
Page 13 of 22 Pages
<PAGE> 5
AMERICAN INTERNATIONAL GROUP, INC.
DIRECTORS
M. Bernard Aidinoff Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Lloyd M. Bentsen 2600 Texas Commerce Tower
600 Travis Street
Suite 2600
Houston, Texas 77002
Marshall A. Cohen The Molson Companies Limited
40 King Street West
Toronto, Ontario M5H 3Z5
Barber B. Conable, Jr. P.O. Box 218
Alexander, New York 14005
Martin Feldstein National Bureau of Economic
Research, Inc.
1050 Massachusetts Avenue
Cambridge, Massachusetts 02138
Houghton Freeman 1880 Mountain Road, #14
Stowe, Vermont 05672
Leslie L. Gonda International Lease Finance
Corporation
1999 Avenue of the Stars
Los Angeles, California 90067
M. R. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
Carla A. Hills Hills & Company
1200 19th Street, N.W. - 5th Fl.
Washington, DC 20036
Frank Hoenemeyer 7 Harwood Drive
Madison, New Jersey 07940
John I. Howell Indian Rock Corporation
P.O. Box 2606
Greenwich, Connecticut
Page 14 of 22 Pages
<PAGE> 6
AMERICAN INTERNATIONAL GROUP, INC.
DIRECTORS (CONTINUED)
Edward E. Matthews American International Group, Inc.
70 Pine Street New York,
New York 10270
Dean P. Phypers 220 Rosebrook Road
New Canaan, Connecticut 06840
John J. Roberts American International Group, Inc.
70 Pine Street New York,
New York 10270
Ernest E. Stempel American International Group, Inc.
70 Pine Street New York,
New York 12070
Thomas R. Tizzio American International Group, Inc.
70 Pine Street New York,
New York 10270
Honorary Directors
Marion E. Fajen 5608 North Waterbury Road
Des Moines, Iowa 50312
The Honorable Douglas 2101 Connecticut Ave., N.W.
MacArthur, II Washington, DC 20008
Apartment #4
Edwin A.G. Manton American International Group, Inc.
70 Pine Street New York,
New York 10270
K.K. Tse American International Group, Inc.
70 Pine Street
New York, New York 10270
Page 15 of 22 Pages
<PAGE> 7
AMERICAN INTERNATIONAL GROUP, INC.
OFFICERS, NAME, TITLE AND BUSINESS ADDRESS
M.R. Greenberg Chairman & Chief Executive Officer
70 Pine Street
New York, New York 10270
Thomas R. Tizzio President
70 Pine Street
New York, New York 10270
Edwin A.G. Manton Senior Advisor
70 Pine Street
New York, New York 12070
Edward E. Matthews Vice Chairman - Finance
70 Pine Street
New York, New York 10270
John J. Roberts Vice Chairman - External Affairs
70 Pine Street
New York, New York 10270
Ernest E. Stempel Vice Chairman - Life Insurance 70
Pine Street
New York, New York 10270
Evan G. Greenberg Executive Vice President -
70 Pine Street Foreign General Insurance
New York, New York 10270
Robert B. Sandler Executive Vice President & Senior
70 Pine Street Actuary & Senior Claims Officer
New York, New York 10270
Howard I. Smith Executive Vice President &
70 Pine Street Comptroller
New York, New York 10270
Edmund S.W. Tse Executive Vice President - Life
1 Stubbs Road Insurance
Hong Kong
Ronald J. Anderson Senior Vice President - Foreign
AIU KK General Insurance
CPO Box 953
Tokyo, 100-91
Japan
Page 16 of 22 Pages
<PAGE> 8
AMERICAN INTERNATIONAL GROUP, INC.
OFFICERS, NAME, TITLE AND BUSINESS ADDRESS
Lawrence W. English Senior Vice President -
70 Pine Street Administration
New York, New York 10270
Axel Freudmann Senior Vice President - Human
72 Wall Street Resources
New York, New York 10270
John G. Hughes Senior Vice President - Worldwide
70 Pine Street Claims
New York, New York 10270
Kevin H. Kelley Senior Vice President - Domestic
200 State Street General
Boston, MA 02109R.
Win J. Neuger Senior Vice President & Chief
70 Pine Street Investment Officer
New York, New York 10270
R. Kendall Nottingham Senior Vice President - Life
1 Alico Plaza Insurance
Wilmington, DE 19899
Robert J. O'Connell Senior Vice President - Life
70 Pine Street Insurance
New York, New York 10270
Petros K. Sabatacakis Senior Vice President - Financial
70 Pine Street Services
New York, New York 10270
B. Michael Schlenke Senior Vice President - Domestic
70 Pine Street General Insurance
New York, New York 10270
William D. Smith Senior Vice President - Domestic
70 Pine Street General Insurance
New York, New York 10270
Martin J. Sullivan Senior Vice President - Foreign
AIG Europe (U.K.) Limited General Insurance
120 Fenchurch Street
London, England EC3M 5BP
Stephen Y.N. Tse Senior Vice President
70 Pine Street
New York, New York 10270
Page 17 of 22 Pages
<PAGE> 9
AMERICAN INTERNATIONAL GROUP, INC.
OFFICERS, NAME, TITLE AND BUSINESS ADDRESS
Hamilton Da Silva Vice President - Foreign
70 Pine Street General Insurance
New York, New York 10270
Florence A. Davis Vice President & General
70 Pine Street Counsel
New York, New York 10270
Patrick J. Foley Vice President & Associate General
70 Pine Street Counsel
New York, New York 10270
William A. Freda Vice President - Foreign General
70 Pine Street Claims
New York, New York 10270
David M. Hupp Vice President - Domestic General
70 Pine Street Insurance
New York, New York 10270
L. Oakley Johnson Vice President - Corporate Affairs
1455 Pennsylvania Ave.
Suite 900
Washington, DC 20004
Thomas G. Kaiser Vice President - Foreign General
70 Pine Street Insurance
New York, New York 10270
Jeffrey M. Kestenbaum Vice President - Foreign General
70 Pine Street Insurance
New York, New York 10270
Robert E. Lewis Vice President & Chief Credit
70 Pine Street Officer
New York, New York 10270
Stanton F. Long Vice President, Domestic Claims
70 Pine Street
New York, New York 10270
Christian Milton Vice President - Reinsurance
99 John Street
New York, New York 10038
Page 18 of 22 Pages
<PAGE> 10
AMERICAN INTERNATIONAL GROUP, INC.
OFFICERS, NAME, TITLE AND BUSINESS ADDRESS
Nicholas A. O'Kulich Vice President - Life Insurance
70 Pine Street
New York, New York 10270
Douglas A. Paul Vice President - Strategic Planning
70 Pine Street
New York, New York 10270
Frank Petralito II Vice President & Director of Taxes
70 Pine Street
New York, New York 10270
Kurt Schwamberger Vice President - Foreign
70 Pine Street General Insurance
New York, New York 10270
Kathleen E. Shannon Vice President, Secretary &
70 Pine Street Associate General Counsel
New York, New York 10270
Joseph Smetana Vice President - Foreign General
70 Pine Street Insurance
New York, New York 10270
Joseph Umansky Vice President & Deputy Comptroller
70 Pine Street
New York, New York 10270
John T. Wooster, Jr. Vice President - Communications
72 Wall Street
New York, New York 10270
William N. Dooley Treasurer
70 Pine Street
New York, New York 10270
Page 19 of 22 Pages
<PAGE> 11
STARR INTERNATIONAL COMPANY, INC.
OFFICERS & DIRECTORS
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
Evan G. Greenberg 70 Pine Street
Director New York, New York 10270
Maurice R. Greenberg 70 Pine Street
Director & Chairman of New York, New York 10270
the Board
Joseph C.H. Johnson American International Building
Executive Vice President Richmond Road
& Treasurer Pembroke 543 Bermuda
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Edward E. Matthews 70 Pine Street
Director New York, New York 10270
L. Michael Murphy American International Building
Director & Secretary Richmond Road
Pembroke 543 Bermuda
John J. Roberts 70 Pine Street
Director New York, New York 12070
Robert M. Sandler 70 Pine Street
Director New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director & President New York, New York 10270
Thomas R. Tizzio 70 Pine Street
Director New York, New York 10270
Edmund S.W. Tse 1 Stubbs Road
Director Hong Kong
Page 20 of 22 Pages
<PAGE> 12
THE STARR FOUNDATION
OFFICERS & DIRECTORS
M.R. Greenberg 70 Pine Street
Director and Chairman New York, New York 10270
T.C. Hsu 70 Pine Street
Director and President New York, New York 10270
Marion Breen 70 Pine Street
Director and Vice President New York, New York 10270
John J. Roberts 70 Pine Street
Director New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Gladys Thomas 70 Pine Street
Vice President New York, New York 10270
Frank Tengi 70 Pine Street
Treasurer New York, New York 10270
Ida Galler 70 Pine Street
Secretary New York, New York 10270
Page 21 of 22 Pages
<PAGE> 13
C.V. STARR & CO., INC.
OFFICERS & DIRECTORS
Houghton Freeman 1880 Mountain Road #14
Director & Senior Vice Stove, Vermont 05672
President
Maurice R. Greenberg 70 Pine Street
Director, President & New York, New York 10270
Chief Executive Officer
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Edward E. Matthews 70 Pine Street
Director, Senior Vice New York, New York 10270
President & Secretary
John J. Roberts 70 Pine Street
Director & Senior Vice New York, New York 10270
President
Robert M. Sandler 70 Pine Street
Director & Vice President New York, New York 10270
Howard I. Smith 70 Pine Street
Director & Vice President New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director & Senior Vice New York, New York 10270
President
Thomas R. Tizzio 70 Pine Street
Director & Vice President New York, New York 10270
Edmund S.W. Tse 1 Stubbs Road
Director and Vice President Hong Kong
Stephen Y.N. Tse 70 Pine Street
Director & Vice President New York, New York 10270
Gary Nitzsche 70 Pine Street
Treasurer New York, New York 10270
Page 22 of 22 Pages
