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EX-99.1 - EX-99.1 - TRANSATLANTIC HOLDINGS INC | y93421exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 14, 2011
TRANSATLANTIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-10545 | 13-3355897 | ||
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer | ||
Incorporation) | Identification Number) |
80 Pine Street, New York, New York | 10005 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 365-2200
NONE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
þ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
Transatlantic Holdings, Inc. (Transatlantic or the Company) previously filed certain
investor presentation slides on November 4, 2011 (the November 4 Slides) with the U.S. Securities
and Exchange Commission (the SEC) as Exhibit 99.2 to its Current Report on Form 8-K in connection
with the unsolicited exchange offer from Validus Holdings, Ltd. (Validus). Page 9 from the
November 4 Slides has been revised by the Company and is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Amendment
No. 19, dated November 14, 2011, to the Solicitation/Recommendation Statement on
Schedule 14D-9 related to the Validus exchange offer is filed as Exhibit 99.2 hereto and is
incorporated herein by reference.
Additional Information about the Validus Exchange Offer
This filing is neither an offer to purchase nor the solicitation of an offer to sell any
securities. In response to the exchange offer commenced by Validus, Transatlantic has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Investors and security
holders are urged to read the Solicitation/Recommendation Statement on Schedule 14D-9 because it
contains important information about the Validus exchange offer. All documents, when filed, will
be available free of charge at the SECs website (www.sec.gov). You may also obtain these
documents by contacting Transatlantics Investor Relations department at Transatlantic Holdings,
Inc., 80 Pine Street, New York, New York 10005, or via e-mail at investor_relations@transre.com.
Additional Information about the Validus Consent Solicitation
On November 3, 2011, Validus filed an amended preliminary consent solicitation statement with
the SEC relating to Validuss proposals to, among other things, remove all of Transatlantics
directors and nominate three new directors to the Transatlantic Board. Transatlantic has filed with
the SEC a preliminary consent revocation statement on Schedule 14A (the Preliminary Revocation
Statement) in connection with Validuss solicitation of written consents. Investors and security
holders are urged to read the Preliminary Revocation Statement and Transatlantics definitive
consent revocation statement, when it is available, because they contain important information.
Investors can get the Preliminary Revocation Statement, the definitive revocation statement, when
it is available, and any other relevant documents for free at the SECs website (www.sec.gov). You
may also obtain these documents for free by contacting Transatlantics Investor Relations
department at Transatlantic Holdings, Inc., 80 Pine Street, New York, New York 10005, or via e-mail
at investor_relations@transre.com.
Transatlantic, its directors and executive officers may be deemed to be participants in a
solicitation of Transatlantics stockholders in connection with the Validus consent solicitation.
Information about Transatlantics directors and executive officers, and a description of their
direct or indirect interests, by security holdings or otherwise, is available in Transatlantics
Preliminary Revocation Statement, which was filed with the SEC on September 20, 2011.
Cautionary Note Regarding Forward-Looking Statements
This filing contains forward-looking statements that involve a number of risks and
uncertainties. Statements that are not historical facts, including statements about our beliefs
and expectations, are forward-looking statements. Such statements involve risks and uncertainties,
which may cause actual results to differ materially from those set forth in these statements. For
example, these forward-looking statements could be affected by risks that the unsolicited Validus
exchange offer and consent solicitation disrupt current plans and operations; the ability to retain
key personnel; pricing and policy term trends; increased competition; the impact of acts of
terrorism and acts of war; greater frequency or severity of unpredictable catastrophic events;
negative rating agency actions; the adequacy of loss reserves; changes in regulations or tax laws;
changes in the availability, cost or quality of reinsurance or retrocessional coverage; adverse
general economic conditions; and judicial, legislative, political and other governmental
developments, as well as managements response to these factors; and other risks detailed in the
Cautionary Statement Regarding Forward-Looking Information, Risk Factors and other sections of
Transatlantics Form 10-K and other filings with the Securities and Exchange Commission. You are
cautioned not
to place undue reliance on these forward-looking statements, which speak only as of the date
on which they are made. Transatlantic is under no obligation (and expressly disclaims any such
obligation) to update or revise any forward-looking statement that may be made from time to time,
whether as a result of new information, future developments or otherwise, except as required by
law.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |
99.1
|
Revised page 9 of November 4, 2011 presentation (previously filed as Exhibit 99.2 to the Current Report on Form 8-K filed by Transatlantic Holdings, Inc. on November 4, 2011). | |
99.2
|
Amendment 19 to Solicitation/Recommendation Statement (incorporated by reference from the Transatlantic Holdings, Inc.s Schedule 14D-9/A dated November 14, 2011). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSATLANTIC HOLDINGS, INC. (Registrant) |
||||
By: | /s/ Gary A. Schwartz | |||
Gary A. Schwartz | ||||
Executive Vice President and General Counsel | ||||
Date:
November 14, 2011
Exhibit Index
Exhibit No. | Description | |
99.1
|
Revised page 9 of November 4, 2011 presentation (previously filed as Exhibit 99.2 to the Current Report on Form 8-K filed by Transatlantic Holdings, Inc. on November 4, 2011). | |
99.2
|
Amendment 19 to Solicitation/Recommendation Statement (incorporated by reference from the Transatlantic Holdings, Inc.s Schedule 14D-9/A dated November 14, 2011). |