AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRANSATLANTIC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3355897
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
80 PINE STREET
NEW YORK, NEW YORK 10005
(Address of Principal Executive Offices) (Zip Code)
TRANSATLANTIC HOLDINGS, INC.
2000 STOCK OPTION PLAN
(Full title of the plan)
Gary A. Schwartz
Vice President and General Counsel
80 Pine Street
New York, New York 10005
(212) 770-2000
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED PRICE PER OFFERING FEE
(1) SHARE (2) PRICE (2)
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Common Stock, par 1,500,000 $93.375 $140,062,500 $36,976.50
value $1.00 per share shares
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(1) Includes an indeterminate number of shares of Common Stock as may be
issuable in the event of stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933, as amended (the "Securities Act").
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) of the Securities Act and in accordance
therewith includes 1,500,000 shares subject to options and awards
granted or to be granted under the Plan based upon the average of the
high and low sales prices for the Common Stock as reported by the
New York Stock Exchange on November 13, 2000, a date within five
business days of the date upon which this registration statement is
being filed.
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to 1,500,000 shares of common
stock of Transatlantic Holdings, Inc., par value $1.00 per share (the
"Common Stock"), which may be issued upon the exercise of nonqualified
stock options or incentive stock options granted under our 2000 Stock
Option Plan (the "Plan").
PART I
The documents containing information specified by Part I of this
Registration Statement will be sent to participants in the Plan as
specified in Rule 428(b)(1) promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"). These document(s) are not required to be filed with the SEC. They
constitute, along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II, a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
You may receive, without charge, upon written or oral request, a copy
of the documents that are incorporated by reference in Item 3 of Part II of
this Registration Statement and Section 10(a) prospectus. In addition, you
may receive a copy of the Plan without charge, by contacting Gary A.
Schwartz, Vice President and General Counsel of the Company, at the
following phone number: (212) 770-2000.
References to the "Company" or the "Registrant" shall mean
Transatlantic Holdings, Inc., a Delaware corporation.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, NY and
Chicago, IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms or access our SEC filings on the SEC's web
site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning us can also be inspected at the offices of the
New York Stock Exchange.
The SEC allows us to "incorporate by reference" information into this
Registration Statement. This means that we can disclose important
information to you by referring you to another document filed separately
with the SEC. The information incorporated by reference is considered to be
part of this Registration Statement, and information that we file
subsequently with the SEC will automatically update this Registration
Statement. We incorporate by reference the following documents listed below
and any future filings made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the termination of the offering:
(a) Our Registration Statement on Form S-1 (File. No. 33-34433),
filed with the SEC on June 15, 1990, in which there are described
the terms, rights and provisions applicable to our outstanding
Common Stock;
(b) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, filed with the SEC on March 29, 2000; and
(c) Our Quarterly Reports on Forms 10-Q for the fiscal quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000, filed with
the SEC on May 11, 2000, August 10, 2000 and November 13, 2000,
respectively.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Gary Schwartz, our Senior Vice President and General Counsel, is
furnishing an opinion of counsel to the Company regarding the validity of
the Common Stock being registered under this Registration Statement. Mr.
Schwartz presently owns 44 shares, and has options to purchase 4,400 shares
of Common Stock.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
provides that under certain circumstances a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or
was serving at its request in such capacity in another corporation or
business association, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. In a derivative action, i.e., one by or on behalf of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by a director, officer, employee or agent of the
corporation, or a person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or business association in connection with the defense or
settlement of an action or suit, if that person has acted in good faith and
in a manner that he or she reasonably believed to be in or not opposed to
the best interests of the corporation. However, no indemnification will be
made if that person was adjudged to be liable to the corporation, unless
and only to the extent that the court in which the action or suit was
brought determines that the defendant is reasonably entitled to indemnity
for the expenses despite such adjudication of liability.
The Certificate of Incorporation and By-Laws of the Company provide
that the Company will indemnify to the full extent permitted by law any
person made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or his testator or intestate is or was a
director, officer or employee of the Company or serves any other enterprise
at the request of the Company. The By-Laws provide further that service at
the request of the Company includes service as a director, officer or
employee of the Company with respect to an employee benefit plan. The
By-Laws also provide that the Company may advance litigation expenses to a
director or officer upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined that
the director or officer is not entitled to be indemnified by the Company.
In addition, the Certificate of Incorporation provides that, to the extent
permitted by law, the directors will have no liability to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director.
Policies of insurance are maintained by the Company under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to
which they are parties by reason of being or having been directors or
officers.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Certificate of Incorporation, as amended through April
19, 1990, filed as an exhibit to the Company's
Registration Statement on Form S-1 (File No. 33-34433)
(the "Registration Statement") and incorporated herein
by reference.
4.2 Certificate of Amendment of the Certificate of
Incorporation, dated May 25, 1999, filed as Exhibit
3.1.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 (File No.
001-10545) and incorporated herein by reference.
4.3 Amended and Restated By-Laws, dated as of March 25,
1999, filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1998 (File No. 001-10545), and incorporated herein
by reference.
4.4 Form of Common Stock Certificate, filed as an exhibit
to the Company's Registration Statement and
incorporated herein by reference.
4.5* Transatlantic Holdings, Inc. 2000 Stock Option Plan.
4.6* Form of Stock Option Agreement for the Transatlantic
Holdings, Inc. 2000 Stock Option Plan.
5.1* Opinion of Gary Schwartz, Senior Vice President and
General Counsel of the Company, with respect to the
validity of the Common Stock to be issued under the
Plan.
23.1 Consent of Gary Schwartz (included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP (independent
auditors).
24.1 Power of Attorney (included on the signature pages).
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* filed herewith
<PAGE>
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant under
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant undertakes that, for the purpose of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement of those securities
and the offering will be deemed to be the initial bona fide offering.
(c) To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant in accordance with the
provisions described in Item 6 of this Registration Statement, or
otherwise, the Registrant has been advised that in the opinion of the
SEC, indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by a director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether indemnification
is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
November 13, 2000.
TRANSATLANTIC HOLDINGS, INC.
/s/ Robert F. Orlich
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By: Robert F. Orlich
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert F. Orlich and Maurice R.
Greenberg, and each of them, as his or her true and lawful attorney-in-fact
and agent with full powers of substitution and resubstitution, for him or
her in his or her name, place and stead, in any and all capacities, to sign
any and all amendments to this Registration Statement (including
post-effective amendments), and any and all additional registration
statements pursuant to Instruction E to Form S-8 and any and all documents
in connection therewith, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises in order to effectuate the same, as fully to all intents
and purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
each acting alone, or his or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
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President and Chief November 13, 2000
/s/ Robert F. Orlich Executive Officer
------------------------ (principal executive
Robert F. Orlich officer); Director
Executive Vice President
/s/ Steven S. Skalicky and Chief Financial November 13, 2000
------------------------ Officer (principal
Steven S. Skalicky financial and accounting
officer)
/s/ Paul Andre Bonny Executive Vice President; November 13, 2000
------------------------ President International
Paul Andre Bonny Operations
/s/ Javier E. Vijil Executive Vice President; November 13, 2000
------------------------ President-Latin American
Javier E. Vijil Division
/s/ Maurice R. Greenberg Chairman of the Board November 13, 2000
------------------------ of Directors
Maurice R. Greenberg
/s/ James Balog Director November 13, 2000
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James Balog
/s/ C. Fred Bergsten Director November 13, 2000
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C. Fred Bergsten
/s/ Ikuo Egashira Director November 13, 2000
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Ikuo Egashira
/s/ John J. Mackowski Director November 13, 2000
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John J. Mackowski
/s/ Edward E. Matthews Director November 13, 2000
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Edward E. Matthews
/s/ Howard I. Smith Director November 13, 2000
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Howard I. Smith
/s/ Thomas R. Tizzio Director November 13, 2000
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Thomas R. Tizzio
<PAGE>
Index to Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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4.1 Certificate of Incorporation, as amended through April
19, 1990, filed as an exhibit to the Company's
Registration Statement on Form S-1 (File No. 33-34433)
(the "Registration Statement") and incorporated herein
by reference.
4.2 Certificate of Amendment of the Certificate of
Incorporation, dated May 25, 1999, filed as Exhibit
3.1.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 (File No.
001-10545) and incorporated herein by reference.
4.3 Amended and Restated By-Laws, dated as of March 25,
1999, filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1998 (File No. 001-10545), and incorporated herein
by reference.
4.4 Form of Common Stock Certificate, filed as an exhibit
to the Company's Registration Statement and
incorporated herein by reference.
4.5* Transatlantic Holdings, Inc. 2000 Stock Option Plan.
4.6* Form of Stock Option Agreement for the Transatlantic
Holdings, Inc. 2000 Stock Option Plan.
5.1* Opinion of Gary Schwartz, Senior Vice President and
General Counsel of the Company, with respect to the
validity of the Common Stock to be issued under the
Plan.
23.1 Consent of Gary Schwartz (included in Exhibit 5.1).
23.2* Consent of PricewaterhouseCoopers LLP (independent
auditors).
24.1 Power of Attorney (included on the signature pages).
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* filed herewith
