<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )
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)
AUGUST 7, 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.
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SCHEDULE 13D
CUSIP No. 893521 10 4 PAGE 2 of 7 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 5,601,168
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 17,344,620
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,601,168
WITH
10 SHARED DISPOSITIVE POWER
17,344,620
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,344,620
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.1
14 TYPE OF REPORTING PERSON
HC, CO
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SCHEDULE 13D
CUSIP No. 893521 10 4 PAGE 3 of 7 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
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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 Items 1, 3, 4(a) and 5 of
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,
Amendment No. 4 to such Schedule 13D dated November 21, 1995 and Amendment No 5
to such Schedule 13D dated July 9, 1998 (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.
Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed to such terms as in the Schedule 13D.
Page 4 of 7 Pages
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ITEM 3. Source and Amount of Funds or Other Consideration.
During the period from June 26, 1998 through August 7, 1998, AIG
purchased 198,500 additional shares of Common Stock for an aggregate purchase
price of $17,566,839. AIG used its available working capital to purchase the
shares of Common Stock.
ITEM 4. Purpose of Transaction.
(a) As a result of the purchases described in Item 3 above, AIG has
obtained 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.
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. 6 to Schedule 13D and is based upon the number of shares of Common Stock
outstanding on June 30, 1998, based upon information provided by the Company.
Page 5 of 7 Pages
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(c). Since the filing of Amendment No. 5 to Schedule 13D dated July 9,
1998, AIG has acquired 198,500 shares of Common Stock as follows:
<TABLE>
<CAPTION>
Date Number of Shares Purchased Price Per Share
---- -------------------------- ---------------
<S> <C> <C>
07/16/98 400 $81.2500
07/17/98 1,600 82.5000
07/17/98 3,400 82.6250
07/20/98 2,200 82.6250
07/21/98 6,300 83.4375
07/21/98 2,800 83.3125
07/21/98 300 83.1250
07/21/98 300 83.0625
07/22/98 500 83.7500
07/22/98 800 83.1250
07/22/98 1,100 83.0000
07/22/98 500 82.3125
07/23/98 400 84.5625
07/23/98 900 84.6875
07/23/98 200 84.7500
07/23/98 2,800 84.8125
07/23/98 600 84.8750
07/23/98 9,100 85.0000
07/24/98 3,200 85.0000
07/24/98 500 84.6250
07/24/98 1,700 84.5625
07/24/98 1,700 84.5000
07/24/98 1,900 84.4375
07/24/98 700 84.3750
07/27/98 1,700 85.3750
07/27/98 2,300 85.3125
07/27/98 600 85.2500
07/27/98 3,900 85.1875
07/27/98 1,600 85.1250
07/28/98 500 85.5000
07/28/98 1,100 85.4375
07/28/98 400 85.3750
07/28/98 800 85.3125
07/28/98 1,000 85.2500
07/28/98 2,000 85.1250
07/28/98 600 85.0625
07/28/98 1,300 85.0000
07/28/98 2,100 84.9375
07/28/98 300 84.8750
07/30/98 5,300 90.0000
07/30/98 900 89.9375
07/30/98 1,000 89.8750
07/30/98 800 89.8125
07/30/98 2,000 89.7500
08/03/98 1,700 90.0000
08/03/98 3,000 90.0625
08/04/98 7,200 90.0000
08/04/98 2,800 89.9375
08/04/98 1,800 89.8125
08/04/98 700 89.7500
08/04/98 500 89.6875
08/04/98 2,500 89.1875
08/04/98 2,500 89.0625
08/05/98 200 90.0000
08/05/98 300 89.9375
08/05/98 200 89.8750
08/05/98 1,300 89.7500
08/05/98 2,000 89.6875
08/05/98 3,100 89.6250
08/05/98 1,700 89.5625
08/05/98 1,100 89.3125
08/06/98 5,700 89.0000
08/06/98 2,900 88.9375
08/06/98 200 88.8750
08/06/98 1,100 88.6250
08/07/98 81,900 91.0000
</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.
Page 6 of 7 Pages
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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: August 7, 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
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Edward E. Matthews
Senior Vice President
Page 7 of 7 Pages
