<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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)
SEPTEMBER 11, 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 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 5,949,568
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 17,693,020
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,949,568
WITH
10 SHARED DISPOSITIVE POWER
17,693,020
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,693,020
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.1
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
<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 Items 1, 3 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, Amendment No. 5
dated July 9, 1998 and Amendment No.6 to such Schedule 13D dated August 7, 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 August 24, 1998 through September 11, 1998, AIG
purchased 348,400 additional shares of Common Stock for an aggregate purchase
price of $28,602,921. AIG used its available working capital to purchase the
shares of Common Stock.
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. 7
to Schedule 13D and is based upon the number of shares of Common Stock
outstanding on June 30, 1998, as reported in the Company's Quarterly Report on
Form 10-Q, for the quarter ended June 30, 1998.
Page 5 of 7 Pages
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(c). Since the filing of Amendment No. 6 to Schedule 13D dated August
7, 1998, AIG has acquired 348,400 shares of Common Stock as follows:
<TABLE>
<CAPTION>
Date Number of Shares Purchased Price Per Share
---- -------------------------- ---------------
<S> <C> <C>
8/24/98 1,100 $80.7500
" 1,500 80.2500
" 10,500 80.5000
" 3,000 80.6250
" 22,000 80.5625
" 900 80.5875
" 11,100 81.0000
" 1,000 81.5000
" 3,200 81.7500
" 300 81.8125
" 5,100 81.8750
" 6,700 81.9375
" 10,000 82.0000
" 1,000 82.1250
" 21,600 82.1875
" 800 82.4375
" 23,000 82.5000
" 1,200 82.3750
" 2,500 82.3125
" 26,700 82.2500
" 1,000 82.6250
" 500 82.6875
" 800 82.7500
" 18,500 80.0000
" 800 83.3250
" 700 83.3875
" 400 83.2500
" 200 83.3125
" 2,200 83.4375
" 2,500 83.5000
" 1,500 83.7500
" 12,500 84.0000
" 2,300 80.8750
" 2,000 83.8125
" 900 83.6250
8/26/98 600 81.9375
" 24,200 82.0000
8/27/98 3,600 82.0000
" 1,200 81.8125
" 11,200 81.8750
8/28/98 15,000 82.0000
" 600 81.9375
8/31/98 9,800 82.0000
" 8,100 81.9375
" 1,000 81.7500
" 800 81.8750
9/1/98 2,200 81.2500
" 2,800 81.5625
" 2,400 81.6250
" 500 81.5000
" 2,000 82.0000
9/10/98 36,000 82.0000
9/11/98 26,400 82.0000
</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: September 11, 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 7 Pages
