<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )
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
VICE PRESIDENT AND SECRETARY
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)
JULY 2, 1998
-------------------------------------------------------
(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 / /.
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.
<PAGE> 2
SCHEDULE 13D
CUSIP No. 893521 10 4 PAGE 2 of 21 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
NUMBER OF 5,402,668
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 17,146,120
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,402,668
WITH
10 SHARED DISPOSITIVE POWER
17,146,120
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,146,120
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5
14 TYPE OF REPORTING PERSON
HC, CO
<PAGE> 3
SCHEDULE 13D
CUSIP No. 893521 10 4 PAGE 3 of 21 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
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 11,743,452
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11,743,452
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,743,452
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.9
14 TYPE OF REPORTING PERSON
IC, CO
<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 and supplements 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, Amendment No.
3 to such Schedule 13D dated March 31, 1994 and Amendment No. 4 to such Schedule
13D dated November 21, 1995 (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 and financial services in the United States and
abroad. 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 16.2%, 3.5% 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 executive 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. Cohen and McMillan who are
Canadian subjects and Mr. Sakai, who is a Japanese citizen.
Page 4 of 21 Pages
<PAGE> 5
(d) and (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 June 8, 1998 through June 26, 1998, AIG
purchased 208,900 additional shares of Common Stock for an aggregate purchase
price of $15,574,417. AIG used its available working capital to purchase the
shares of Common Stock.
Future transactions may be executed on the New York Stock Exchange
("NYSE") or other exchanges or in the over-the-counter market and the purchase
prices for such open market purchases ("Open Market Purchases") will be market
prices when executed. AIG may also acquire shares of Common Stock in privately
negotiated transactions ("Privately Negotiated Transactions", together with Open
Market Purchases, "Secondary Market Purchases"). With respect to any Privately
Negotiated Transactions, the purchase price and form of consideration will be as
negotiated between AIG and the seller. See Item 4 below.
AIG would pay cash for Secondary Market Purchases. The aggregate amount
of funds necessary to effectuate Secondary Market Purchases is not determinable,
as it is dependent upon (i) the purchase prices discussed above and (ii) the
number of shares of Common Stock purchased. AIG would obtain funding for any
Secondary Market Purchases internally from working capital or, if external
funding were used, from the capital markets in the form of commercial paper or
medium-term notes.
ITEM 4. Purpose of Transaction.
(a) 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 continually reviews its investment in the Company and, if an
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 its equity position in the Company. The
purchases of Common Stock by AIG described in paragraphs (a) and (b) of Item 5
below were made by AIG after the completion of such evaluation.
AIG from time to time may acquire additional shares of Common Stock,
including in such amounts that AIG may obtain ownership of more than 50% of the
outstanding shares of Common Stock and thereby control the Company. Such
acquisitions may be accomplished through Open Market Purchases or in Privately
Negotiated Transactions. Any such purchases will depend upon AIG's evaluation at
such time of the Company's operating results and prospects, the market price for
the Common Stock, the purchase price applicable to such Secondary Market
Purchases and other factors, and there can be no assurance that any such
purchases will occur or, if they occur, the timing or extent thereof.
On June 15, 1998, AIG filed with the United States Department of
Justice and the Federal Trade Commission a Notification and Report under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "Act"),
with respect to the Common Stock of the Company, stating that AIG presently has
a good faith intention to acquire for cash, from time to time within one year
following the termination of the waiting period with respect to the filing,
additional shares of Common Stock, including in such amounts that AIG would
obtain ownership of more than 50 percent of the outstanding voting securities of
the Company, thereby obtaining control over the Company and allowing AIG to
account for its investment in the Company on a consolidated basis. It is
expected that acquisitions of shares of Common Stock by AIG would be
accomplished through Secondary Market Transactions. AIG received notification of
early termination of the waiting period under the Act on July 2, 1998.
(b) through (j). AIG currently has no plans or proposals to change the
present Board of Directors or management of the Company or to change the
Company's dividend policy, capitalization, certificate of incorporation or
by-laws; however, AIG may from time to time reevaluate the desirability of
proposing changes to the composition of the Company's Board of Directors to
increase AIG's representation thereon. AIG currently has no plans or proposals
with respect to a reorganization, liquidation, sale of material assets or
similar transaction involving the Company. AIG believes that any Secondary
Market Purchases it may make the Company's Common Stock will not result in
delisting of the shares of Common Stock from the New York Stock Exchange.
ITEM 5. Interest in Securities of Issuer.
(a) and (b). The information required by these paragraphs is set
forth in Items 7 through 11 and 13 of each of the cover pages to this Amendment
No. 5 to Schedule 13D and is based upon the number of Common Stock outstanding
on March 31, 1998 as contained in the Quarterly Report on Form 10-Q of the
Company for the quarter ended March 31, 1998.
Page 5 of 21 Pages
<PAGE> 6
(c). During the past 60 days, AIG acquired 208,900 shares of Common
Stock as follows:
<TABLE>
<CAPTION>
Date Number of Shares Purchased Average Price Per Share
---- -------------------------- --------------------
<S> <C> <C>
06/08/98 3,000 $74.8750
06/09/98 4,000 $74.6875
06/10/98 6,000 $74.6875
06/12/98 10,000 $74.8125
06/12/98 131,300 $74.2500
06/15/98 1,000 $74.8750
06/16/98 22,800 $74.9759
06/17/98 3,300 $74.9318
06/19/98 15,000 $74.9792
06/23/98 4,100 $74.9375
06/25/98 1,000 $75.0000
06/26/98 7,400 $74.9595
</TABLE>
The above purchases were made in Open Market Purchases. 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) and (e). Not applicable.
ITEM 6. Contracts, Arrangements, Understandings & Relationships With Respect
to Securities of the Issuer.
Not applicable.
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. (Previously filed and incorporated
herein by reference)
(b) List of Directors and Executive Officers of AIG, AHAC, SICO,
The Starr Foundation and Starr.
Page 6 of 21 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: July 9, 1998
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
Page 7 of 21 Pages
<PAGE> 8
EXHIBIT INDEX
Exhibit Description
A Agreement of Joint Filing dated as of August 13, 1991 by and
between American International Group, Inc. and American Home
Assurance Company. (Previously filed and incorporated herein
by reference)
B List of Directors and Executive Officers of AIG, AHAC, SICO,
The Starr Foundation and Starr.
Page 8 of 21 Pages
<PAGE> 9
EXHIBIT B
AMERICAN HOME ASSURANCE COMPANY
DIRECTORS
Michael J. Castelli American International Group, Inc.
70 Pine Street
New York, New York 10270
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
Evan G. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270
Larry D. Hollen American Home Assurance Company
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 International Group, Inc.
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.
70 Pine Street
New York, New York 10270
Michael Mitrovic American International Group, Inc.
70 Pine Street
New York, New York 10270
Page 9 of 21 Pages
<PAGE> 10
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 International Group, Inc.
70 Pine Street
New York, New York 10270
Howard I. Smith American International Group, Inc.
70 Pine Street
New York, New York 10270
Thomas R. Tizzio American International Group, Inc.
70 Pine Street
New York, New York 10270
Page 10 of 21 Pages
<PAGE> 11
AMERICAN HOME ASSURANCE COMPANY
EXECUTIVE OFFICERS
Thomas R. Tizzio Chairman of the Board
70 Pine Street
New York, New York 10270
Larry D. Hollen President
70 Pine Street
New York, New York 10270
Timothy P. Mitchell Executive Vice President
70 Pine Street
New York, New York 10270
Kristian P. Moor Executive Vice President
70 Pine Street
New York, New York 10270
Michael J. Castelli Senior Vice President & Treasurer
70 Pine Street
New York, New York 10270
Frank H. Douglas, Jr. Senior Vice President & Actuary
70 Pine Street
New York, New York 10270
David M. Hupp Senior Vice President
70 Pine Street
New York, New York 10270
William R. Jacobi Senior Vice President
70 Pine Street
New York, New York 10270
Vincent J. Masucci Senior Vice President
777 S. Figueroa Street
18th Floor
Los Angeles, California 90017
Edward E. Matthews Senior Vice President
70 Pine Street
New York, New York 10270
Page 11 of 21 Pages
<PAGE> 12
John F. Schumacher Senior Vice President
70 Pine Street
New York, New York 10270
Mark T. Willis Senior Vice President
500 W. Madison Street
Chicago, Illinois 60661
Robert Beier Vice President
70 Pine Street
New York, New York 10270
John J. Blumenstock Vice President & Assistant
70 Pine Street Comptroller
New York, New York 10270
Lawrence W. Carlstrom Vice President
70 Pine Street
New York, New York 10270
John G. Colona Vice President
70 Pine Street
New York, New York 10270
Robert K. Conry Vice President
70 Pine Street
New York, New York 10270
Brian S. Frisch Vice President & Assistant
70 Pine Street Comptroller
New York, New York 10270
Kumar Gursahaney Vice President & Comptroller
70 Pine Street
New York, New York 10270
Harold S. Jacobowitz Vice President
70 Pine Street
New York, New York 10270
Dee R. Klock Vice President
70 Pine Street
New York, New York 10270
Page 12 of 21 Pages
<PAGE> 13
Gary A. McMillan Vice President
70 Pine Street
New York, New York 10270
Christian M. Milton Vice President
70 Pine Street
New York, New York 10270
Win J. Neuger Vice President
70 Pine Street
New York, New York 10270
David B. Pinkerton Vice President
70 Pine Street
New York, New York 10270
Elizabeth M. Tuck Secretary
70 Pine Street
New York, New York 10270
Page 13 of 21 Pages
<PAGE> 14
AMERICAN INTERNATIONAL GROUP, INC.
DIRECTORS
M. Bernard Aidinoff Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Lloyd M. Bentsen Verner Liipfert Bernhard McPherson
& Hand
2600 Texas Commerce Tower
600 Travis Street
Suite 2600
Houston, Texas 77002
Pei-yuan Chia 298 Bedford - Banksville Road
Bedford, New York 10506
Marshall A. Cohen Cassels, Brock & Blackwell
40 King Street West
20th Fl.
Toronto, Ontario M5H 3C2
Barber B. Conable, Jr. P.O. Box 218
Alexander, New York 14005
Martin S. Feldstein National Bureau of Economic
Research, Inc.
1050 Massachusetts Avenue
Cambridge, Massachusetts 02138
Leslie L. Gonda International Lease Finance
Corporation
1999 Avenue of the Stars
Los Angeles, California 90067
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
Page 14 of 21 Pages
<PAGE> 15
Carla A. Hills Hills & Company
1200 19th Street, N.W. - 5th Fl.
Washington, DC 20036
Frank J. Hoenemeyer 7 Harwood Drive
Madison, New Jersey 07940
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
Howard I. Smith American International Group, Inc.
70 Pine Street
New York, New York 10270
Thomas R. Tizzio American International Group, Inc.
70 Pine Street
New York, New York 10270
Edmund S.W. Tse American International Assurance
Co., Ltd.
1 Stubbs Road
Hong Kong
Frank G. Wisner American International Group,Inc.
70 Pine Street
New York, New York 10270
Page 15 of 21 Pages
<PAGE> 16
AMERICAN INTERNATIONAL GROUP, INC.
EXECUTIVE OFFICERS
M.R. Greenberg Chairman & Chief Executive Officer
70 Pine Street
New York, New York 10270
Thomas R. Tizzio Senior Vice Chairman - General
70 Pine Street Insurance
New York, New York 10270
Edward E. Matthews Vice Chairman - Investments &
70 Pine Street Financial Services
New York, New York 10270
Edmund S.W. Tse Vice Chairman - Life Insurance
American International
Assurance Co., Ltd.
1 Stubbs Road
Hong Kong
Frank G. Wisner Vice Chairman - External Affairs
70 Pine Street
New York, New York 10270
Evan G. Greenberg President & Chief Operating Officer
70 Pine Street
New York, New York 10270
Edwin A.G. Manton Senior Advisor
70 Pine Street
New York, New York 12070
John J. Roberts Senior Advisor
70 Pine Street
New York, New York 10270
Ernest E. Stempel Senior Advisor
70 Pine Street
New York, New York 10270
Page 16 of 21 Pages
<PAGE> 17
Robert B. Sandler Executive Vice President - Senior
70 Pine Street Casualty Actuary & Senior Claims Officer
New York, New York 10270
Howard I. Smith Executive Vice President, Chief
70 Pine Street Financial Officer & Comptroller
New York, New York 10270
William N. Dooley Senior Vice President - Financial Services
70 Pine Street
New York, New York 10270
Lawrence W. English Senior Vice President - Administration
70 Pine Street
New York, New York 10270
Axel I. Freudmann Senior Vice President - Human Resources
72 Wall Street
New York, New York 10270
Win J. Neuger Senior Vice President & Chief
70 Pine Street Investment Officer
New York, New York 10270
Martin J. Sullivan Senior Vice President -
70 Pine Street Foreign General Insurance
New York, New York 10270
Florence A. Davis Vice President & General Counsel
70 Pine Street
New York, New York 10270
Robert E. Lewis Vice President & Chief Credit Officer
70 Pine Street
New York, New York 10270
Charles M. Lucas Vice President & Director of Market Risk
70 Pine Street Management
New York, New York 10270
Frank Petralito II Vice President & Director of Taxes
70 Pine Street
New York, New York 10270
Page 17 of 21 Pages
<PAGE> 18
Kathleen E. Shannon Vice President, Secretary &
70 Pine Street Associate General Counsel
New York, New York 10270
John T. Wooster, Jr. Vice President - Communications
70 Pine Street
New York, New York 10270
Carol A. McFate Treasurer
70 Pine Street
New York, New York 10270
Page 18 of 21 Pages
<PAGE> 19
STARR INTERNATIONAL COMPANY, INC.
EXECUTIVE 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
Director, 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, Vice President Richmond Road
& Secretary 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 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 19 of 21 Pages
<PAGE> 20
THE STARR FOUNDATION
EXECUTIVE 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 20 of 21 Pages
<PAGE> 21
C.V. STARR & CO., INC.
OFFICERS & DIRECTORS
Houghton Freeman 1880 Mountain Road #14
Director Stove, Vermont 05672
E.G. Greenberg 70 Pine Street
Director & Executive New York, New York 10270
Vice President
M.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
John J. Roberts 70 Pine Street
Director New York, New York 10270
Robert M. Sandler 70 Pine Street
Director & Vice President New York, New York 10270
Howard I. Smith 70 Pine Street
Director & Senior Vice New York, New York 10270
President
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Thomas R. Tizzio 70 Pine Street
Director & Senior Vice New York, New York 10270
President
Edmund S.W. Tse 1 Stubbs Road
Director & Senior Vice Hong Kong
President
Gary Nitzsche 70 Pine Street
Treasurer New York, New York 10270
Kathleen E. Shannon 70 Pine Street
Secretary New York, New York 10270
Page 21 of 21 Pages
