-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pi+V9xbVDVkMGgYDZ0HAX1VxeWkcy4hBogWS+hrG+5lrjJ1PbNkyTj5ahMbYe63h 2kcPRUY7OYFesROAJU26Cw== 0000950123-95-003482.txt : 19951124 0000950123-95-003482.hdr.sgml : 19951124 ACCESSION NUMBER: 0000950123-95-003482 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951122 SROS: NYSE GROUP MEMBERS: AMERICAN HOME ASSURANCE COMPANY GROUP MEMBERS: AMERICAN INTERNATIONAL GROUP INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSATLANTIC HOLDINGS INC CENTRAL INDEX KEY: 0000862510 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 133355897 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41434 FILM NUMBER: 95595755 BUSINESS ADDRESS: STREET 1: 80 PINE ST CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127702000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 SC 13D/A 1 AMERICAN INTERNATIONAL GROUP 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4 )* 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 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) NOVEMBER 21, 1995 ------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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 (however, see the Notes). 2 SCHEDULE 13D CUSIP No. 893521 10 4 PAGE 2 of 22 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 3,241,912 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,828,568 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 3,241,912 WITH 10 SHARED DISPOSITIVE POWER 7,828,568 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,070,480 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.24 14 TYPE OF REPORTING PERSON* HC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP No. 893521 10 4 PAGE 4 of 22 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 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 7,828,568 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10 SHARED DISPOSITIVE POWER 7,828,568 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,828,568 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.12 14 TYPE OF REPORTING PERSON* IC, CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 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 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 and Amendment No. 3 to such Schedule 13D dated March 31, 1994 (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 in the United States and abroad. AIG, through its subsidiaries, also conducts financial services activities and agency and fee operations. 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 16.0%, 3.6% 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 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. Anderson and Cohen who are Canadian subjects, Mr. Da Silva who is a Brazilian Page 5 of 22 Pages 5 citizen, and Mr. Sakai, who is a Japanese citizen. (d) through (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 October 16, 1995 through November 20, 1995, AIG purchased 433,700 additional shares of Common Stock for an aggregate purchase price of $30,050,585. AIG used its available working capital to purchase the shares of Common Stock. ITEM 4. Purpose of Transaction. The purpose of the acquisition of the Common Stock, as described in Item 5 below, was investment. 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 and AHAC continually review their investment in the Company and, if their 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 their equity position in the Company. The purchases of Common Stock by AIG described in paragraphs (a) through (b) of Item 5 below were made by AIG after the completion of such evaluations. ITEM 5. Interest in Securities of Issuer. (a) through (b). The information required by these paragraphs is set forth in Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 4 to Schedule 13D and is based upon the number of Common Stock outstanding on September 30, 1995 as contained in the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 1995. Page 6 of 22 Pages 6 (c). Since October 16, 1995, AIG acquired 433,700 shares of Common Stock as follows:
Date Number of Shares Purchased Avg. Price Per Share ---- -------------------------- -------------------- 10/16/95 50,000 $67.285 11/20/95 383,700 69.55
The October 16, 1995 purchase was made in an open market transaction. The November 20, 1995 purchase was made in a negotiated transaction with Goldman Sachs & Co. ("Goldman") where Goldman sold 47,000 shares from its own account and the balance of 336,700 shares as agent. 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) through (e). Not applicable. ITEM 6. Contracts, Arrangements, Understandings & Relationships With Respect to Securities of the Issuer. Contracts, arrangements, understandings and relationships with respect to securities of the Company consist of the Stock Exchange Agreement dated as of August 13, 1991 by and between AIG and The Lambert Brussels Financial Corporation, a Delaware corporation, a copy of which was originally filed as Exhibit A to the Schedule 13D filed by AIG on August 13, 1991 and which is incorporated herein by reference in its entirety. 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. (b) List of Directors and Executive Officers of AIG, AHAC, SICO, The Starr Foundation and Starr. Page 7 of 22 Pages 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: November 21, 1995 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-Finance Page 8 of 22 Pages 8 EXHIBIT INDEX Exhibit No. Description EX-99.A Agreement of Joint Filing dated as of August 13, 1991 by and between American International Group, Inc. and American Home Assurance Company. EX-99.B List of Directors and Executive Officers of AIG, AHAC, SICO, The Starr Foundation and Starr. EX-99.A 2 AGREEMENT OF JOINT FILING 1 EXHIBIT A AGREEMENT OF JOINT FILING In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, or any amendments thereto, with respect to the Common Stock, par value $1.00 per share, of Transatlantic Holdings, Inc. and that this Agreement be included as an Exhibit to such filing. Each of the undersigned parties represents and warrants to the other that the information contained in any amendment thereto about it will be, true, correct and complete in all material respects and in accordance with all applicable laws. Each of the undersigned parties agrees to inform the other of any changes in such information or of any additional information which would require any amendment to the Schedule 13D and to promptly file such amendment. Each of the undersigned parties agrees to indemnify the other for any losses, claims, liabilities or expenses (including reasonable legal fees and expenses) resulting from, or arising in connection with, the breach by such party of any of representations, warranties or agreements in this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 13, 1991. AMERICAN INTERNATIONAL GROUP, INC. By: s/ Kathleen E. Shannon -------------------------------- Name: Kathleen E. Shannon Title: Vice President and Secretary AMERICAN HOME ASSURANCE COMPANY By: s/ Edward E. Matthews -------------------------------- Name: Edward E. Matthews Title: Senior Vice President-Finance Page 9 of 22 Pages EX-99.B 3 LIST OF DIRECTORS 1 EXHIBIT B AMERICAN HOME ASSURANCE COMPANY DIRECTORS Michael J. Castelli American Home Assurance Company 99 John Street New York, New York 10038 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 John G. Gantz, Jr. 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 M.R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 John G. Hughes American Home Assurance Company 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. 99 John Street New York, New York 10038 Page 10 of 22 Pages 2 AMERICAN HOME ASSURANCE COMPANY DIRECTORS (CONTINUED) 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 Home Assurance Company 70 Pine Street New York, New York 10270 Howard I. Smith American International Group, Inc. 70 Pine Street New York, New York 10270 William D. Smith National Union Fire Insurance Company of Pittsburgh, Pa. 70 Pine Street New York, New York 10270 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Page 11 of 22 Pages 3 AMERICAN HOME ASSURANCE COMPANY OFFICERS William D. Smith Chairman of the Board B. Michael Schlenke President & Chief Executive Officer Frank Douglas Senior Vice President & Actuary Patrick J. Foley Senior Vice President John G. Gantz, Jr. Senior Vice President John G. Hughes Senior Vice President - Domestic Claims Edward E. Matthews Senior Vice President - Finance Frank Neuhauser Senior Vice President Charles Schader Senior Vice President Sherman Sitrin Senior Vice President & Associate General Counsel Richard L. Thomas Senior Vice President David J. Walsh Senior Vice President & General Counsel James A. Allen Vice President & Senior Counsel Martin H. Banker Vice President Mark Bender Vice President Cary A. Boddeker Vice President Michael J. Castelli Vice President, Treasurer & Comptroller Page 12 of 22 Pages 4 AMERICAN HOME ASSURANCE COMPANY OFFICERS (CONTINUED) Joseph Cavolo Vice President John Colona Vice President John Costigan Vice President Virginia Doty Vice President David N. Fields Vice President Kevin Fitzpatrick Vice President Agustin Formoso Vice President Harold Jacobowitz Vice President Dee Klock Vice President John H. McCue Vice President Gary McMillan Vice President & Chief Agent in Canada Robert Meyer Vice President Christian Milton Vice President - Reinsurance Michael Mitrovic Vice President Lena Mkhitarian Vice President Kristian Moor Vice President Donald Nelson Vice President David Pinkerton Vice President - Private Investments John Schumacher Vice President Allen Silverstein Vice President - Marketing Michael V. Tripp Vice President Page 13 of 22 Pages 5 AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS M. Bernard Aidinoff Sullivan & Cromwell 125 Broad Street New York, New York 10004 Lloyd M. Bentsen 2600 Texas Commerce Tower 600 Travis Street Suite 2600 Houston, Texas 77002 Marshall A. Cohen The Molson Companies Limited 40 King Street West Toronto, Ontario M5H 3Z5 Barber B. Conable, Jr. P.O. Box 218 Alexander, New York 14005 Martin Feldstein National Bureau of Economic Research, Inc. 1050 Massachusetts Avenue Cambridge, Massachusetts 02138 Houghton Freeman 1880 Mountain Road, #14 Stowe, Vermont 05672 Leslie L. Gonda International Lease Finance Corporation 1999 Avenue of the Stars Los Angeles, California 90067 M. R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 Carla A. Hills Hills & Company 1200 19th Street, N.W. - 5th Fl. Washington, DC 20036 Frank Hoenemeyer 7 Harwood Drive Madison, New Jersey 07940 John I. Howell Indian Rock Corporation P.O. Box 2606 Greenwich, Connecticut Page 14 of 22 Pages 6 AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS (CONTINUED) 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 John J. Roberts American International Group, Inc. 70 Pine Street New York, New York 10270 Ernest E. Stempel American International Group, Inc. 70 Pine Street New York, New York 12070 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Honorary Directors Marion E. Fajen 5608 North Waterbury Road Des Moines, Iowa 50312 The Honorable Douglas 2101 Connecticut Ave., N.W. MacArthur, II Washington, DC 20008 Apartment #4 Edwin A.G. Manton American International Group, Inc. 70 Pine Street New York, New York 10270 K.K. Tse American International Group, Inc. 70 Pine Street New York, New York 10270 Page 15 of 22 Pages 7 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS, NAME, TITLE AND BUSINESS ADDRESS M.R. Greenberg Chairman & Chief Executive Officer 70 Pine Street New York, New York 10270 Thomas R. Tizzio President 70 Pine Street New York, New York 10270 Edwin A.G. Manton Senior Advisor 70 Pine Street New York, New York 12070 Edward E. Matthews Vice Chairman - Finance 70 Pine Street New York, New York 10270 John J. Roberts Vice Chairman - External Affairs 70 Pine Street New York, New York 10270 Ernest E. Stempel Vice Chairman - Life Insurance 70 Pine Street New York, New York 10270 Evan G. Greenberg Executive Vice President - 70 Pine Street Foreign General Insurance New York, New York 10270 Robert B. Sandler Executive Vice President & Senior 70 Pine Street Actuary & Senior Claims Officer New York, New York 10270 Howard I. Smith Executive Vice President & 70 Pine Street Comptroller New York, New York 10270 Edmund S.W. Tse Executive Vice President - Life 1 Stubbs Road Insurance Hong Kong Ronald J. Anderson Senior Vice President - Foreign AIU KK General Insurance CPO Box 953 Tokyo, 100-91 Japan Page 16 of 22 Pages 8 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS, NAME, TITLE AND BUSINESS ADDRESS Lawrence W. English Senior Vice President - 70 Pine Street Administration New York, New York 10270 Axel Freudmann Senior Vice President - Human 72 Wall Street Resources New York, New York 10270 John G. Hughes Senior Vice President - Worldwide 70 Pine Street Claims New York, New York 10270 Kevin H. Kelley Senior Vice President - Domestic 200 State Street General Boston, MA 02109R. Win J. Neuger Senior Vice President & Chief 70 Pine Street Investment Officer New York, New York 10270 R. Kendall Nottingham Senior Vice President - Life 1 Alico Plaza Insurance Wilmington, DE 19899 Robert J. O'Connell Senior Vice President - Life 70 Pine Street Insurance New York, New York 10270 Petros K. Sabatacakis Senior Vice President - Financial 70 Pine Street Services New York, New York 10270 B. Michael Schlenke Senior Vice President - Domestic 70 Pine Street General Insurance New York, New York 10270 William D. Smith Senior Vice President - Domestic 70 Pine Street General Insurance New York, New York 10270 Martin J. Sullivan Senior Vice President - Foreign AIG Europe (U.K.) Limited General Insurance 120 Fenchurch Street London, England EC3M 5BP Stephen Y.N. Tse Senior Vice President 70 Pine Street New York, New York 10270 Page 17 of 22 Pages 9 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS, NAME, TITLE AND BUSINESS ADDRESS Hamilton Da Silva Vice President - Foreign 70 Pine Street General Insurance New York, New York 10270 Florence A. Davis Vice President & General 70 Pine Street Counsel New York, New York 10270 Patrick J. Foley Vice President & Associate General 70 Pine Street Counsel New York, New York 10270 William A. Freda Vice President - Foreign General 70 Pine Street Claims New York, New York 10270 David M. Hupp Vice President - Domestic General 70 Pine Street Insurance New York, New York 10270 L. Oakley Johnson Vice President - Corporate Affairs 1455 Pennsylvania Ave. Suite 900 Washington, DC 20004 Thomas G. Kaiser Vice President - Foreign General 70 Pine Street Insurance New York, New York 10270 Jeffrey M. Kestenbaum Vice President - Foreign General 70 Pine Street Insurance New York, New York 10270 Robert E. Lewis Vice President & Chief Credit 70 Pine Street Officer New York, New York 10270 Stanton F. Long Vice President, Domestic Claims 70 Pine Street New York, New York 10270 Christian Milton Vice President - Reinsurance 99 John Street New York, New York 10038 Page 18 of 22 Pages 10 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS, NAME, TITLE AND BUSINESS ADDRESS Nicholas A. O'Kulich Vice President - Life Insurance 70 Pine Street New York, New York 10270 Douglas A. Paul Vice President - Strategic Planning 70 Pine Street New York, New York 10270 Frank Petralito II Vice President & Director of Taxes 70 Pine Street New York, New York 10270 Kurt Schwamberger Vice President - Foreign 70 Pine Street General Insurance New York, New York 10270 Kathleen E. Shannon Vice President, Secretary & 70 Pine Street Associate General Counsel New York, New York 10270 Joseph Smetana Vice President - Foreign General 70 Pine Street Insurance New York, New York 10270 Joseph Umansky Vice President & Deputy Comptroller 70 Pine Street New York, New York 10270 John T. Wooster, Jr. Vice President - Communications 72 Wall Street New York, New York 10270 William N. Dooley Treasurer 70 Pine Street New York, New York 10270 Page 19 of 22 Pages 11 STARR INTERNATIONAL COMPANY, INC. 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 Executive Vice 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 & Secretary Richmond Road 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 & President 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 20 of 22 Pages 12 THE STARR FOUNDATION 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 21 of 22 Pages 13 C.V. STARR & CO., INC. OFFICERS & DIRECTORS Houghton Freeman 1880 Mountain Road #14 Director & Senior Vice Stove, Vermont 05672 President Maurice 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 & Secretary John J. Roberts 70 Pine Street Director & Senior Vice New York, New York 10270 President Robert M. Sandler 70 Pine Street Director & Vice President New York, New York 10270 Howard I. Smith 70 Pine Street Director & Vice President New York, New York 10270 Ernest E. Stempel 70 Pine Street Director & Senior Vice New York, New York 10270 President Thomas R. Tizzio 70 Pine Street Director & Vice President New York, New York 10270 Edmund S.W. Tse 1 Stubbs Road Director and Vice President Hong Kong Stephen Y.N. Tse 70 Pine Street Director & Vice President New York, New York 10270 Gary Nitzsche 70 Pine Street Treasurer New York, New York 10270 Page 22 of 22 Pages -----END PRIVACY-ENHANCED MESSAGE-----