<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
JANUARY 19, 1999
-------------------------------------------------------
(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 6,314,868
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,058,320
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,314,868
WITH
10 SHARED DISPOSITIVE POWER
18,058,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,058,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.1
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 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 to
such Schedule 13D dated July 9, 1998, Amendment No. 6 to such Schedule 13D dated
August 7, 1998 and Amendment No. 7 to such Schedule 13D dated September 11, 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 November 18, 1998 through January 19, 1999, AIG
purchased 365,300 additional shares of Common Stock at prices ranging from
$73.6250 to $75.0000 per share. 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. 8
to Schedule 13D and is based upon the number of shares of Common Stock
outstanding on September 30, 1998, as reported in the Company's Quarterly Report
on Form 10-Q, for the quarter ended September 30, 1998.
Page 5 of 7 Pages
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(c). Since the filing of Amendment No. 7 to Schedule 13D dated
September 11, 1998, AIG has acquired 365,300 shares of Common Stock as follows:
<TABLE>
<CAPTION>
Date Number of Shares Purchased Price Per Share
---- -------------------------- ---------------
<S> <C> <C>
11/18/98 4,000 $73.7500
" 3,800 73.6250
" 2,000 73.8750
" 24,700 75.0000
" 1,700 74.2500
" 100 74.3750
" 1,600 74.4375
" 500 74.5000
" 8,900 74.8750
" 1,000 74.7500
" 1,700 74.9375
11/19/98 1,900 74.7500
" 29,800 75.0000
12/02/98 86,500 75.0000
12/04/98 3,800 75.0000
12/14/98 23,700 75.0000
12/15/98 4,300 75.0000
" 6,000 74.8750
12/18/98 17,400 74.9375
12/21/98 9,700 74.9375
12/22/98 3,300 74.9375
01/08/99 11,500 74.9375
01/12/99 20,000 74.9375
01/13/99 15,400 74.9375
" 1,000 74.7500
01/14/99 16,000 74.9375
" 3,900 74.1875
" 2,100 74.1250
01/15/99 400 74.3750
" 4,500 74.5000
" 2,300 74.5625
" 200 74.8125
" 18,600 74.9375
01/19/99 31,900 74.9375
" 1,100 74.8750
</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: January 19, 1999
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
