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EX-99.1 - EX-99.1 - TRANSATLANTIC HOLDINGS INCy93421exv99w1.htm
 
 
UNITED STATES
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
 
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)
Registrant’s 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 SEC’s website (www.sec.gov). You may also obtain these documents by contacting Transatlantic’s 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 Validus’s proposals to, among other things, remove all of Transatlantic’s 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 Validus’s solicitation of written consents. Investors and security holders are urged to read the Preliminary Revocation Statement and Transatlantic’s 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 SEC’s website (www.sec.gov). You may also obtain these documents for free by contacting Transatlantic’s 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 Transatlantic’s stockholders in connection with the Validus consent solicitation. Information about Transatlantic’s directors and executive officers, and a description of their direct or indirect interests, by security holdings or otherwise, is available in Transatlantic’s 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 management’s response to these factors; and other risks detailed in the “Cautionary Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Transatlantic’s 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).