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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 18, 2011
TRANSATLANTIC HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 1-10545 | 13-3355897 | ||
(State or Other | (Commission File Number) | (IRS Employer | ||
Jurisdiction of | Identification Number) | |||
Incorporation) |
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)) |
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Item 8.01. Other Events | ||||||||
SIGNATURES |
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Item 8.01. Other Events.
As previously disclosed, on November 2, 2011, Validus Holdings, Ltd. (Validus) sent a letter
to the Board of Directors (the Board) of Transatlantic Holdings, Inc. (Transatlantic)
requesting, among other things, that the Board fix a record date in connection with Validus
proposed solicitation of written consents from Transatlantic stockholders to:
(1) Amend Article III, Section 3.3 of the Amended and Restated By-laws of Transatlantic (the
By-laws) in order to expressly provide that Transatlantic stockholders may fill any vacancies,
however caused, on the Transatlantic Board;
(2) Amend Article III, Section 3.1 of the By-laws in order to expressly provide that
Transatlantic stockholders or the Transatlantic Board may determine the size of the Transatlantic
Board;
(3) Repeal any provision of the By-laws in effect at the time this Proposal becomes effective
(other than the amendments contemplated by Proposal (1) and Proposal (2)) that was not included in
the By-laws filed by Transatlantic with the SEC on July 28, 2011;
(4) Remove, without cause, the following seven members of the Board (and any person or
persons, other than those elected by the Validus consent solicitation, elected, appointed or
designated by the Board to fill any vacancy or newly created directorship on or after ,
2011 and prior to the time that any of the actions proposed to be taken by the Validus consent
solicitation become effective): Richard S. Press, Stephen P. Bradley, Ian H. Chippendale, John G.
Foos, John L. McCarthy, Robert F. Orlich and Michael C. Sapnar;
(5) Elect Raymond C. Groth, Paul G. Haggis and Thomas C. Wajnert (each a Nominee and
collectively, the Nominees) to the Board to serve as directors of Transatlantic until the next
annual meeting of Transatlantic stockholders and until their successors are duly elected and
qualified; and
(6) Fix, pursuant to Article III, Section 3.1 of the By-laws, the number of directors
constituting the entire Board at (x) the number of Nominees, if any, elected pursuant to Proposal
(5) plus (y) the number of Transatlantic directors, if any, not removed pursuant to Proposal (4)
and remaining in office immediately thereafter (other than any Nominee).
Transatlantic believes that Proposal (2) and Proposal (6) are invalid as a matter of Delaware
law because they seek to amend Transatlantics By-laws in a way that is inconsistent with, and in
conflict with, Transatlantics Restated Certificate of Incorporation (the Charter).
Article FIFTH, Section 1 of the Charter provides that only Transatlantics Boardnot its
stockholdersmay fix the number of directors on the Board. Thus, Proposal (2), which seeks to
amend the By-laws to allow Transatlantics stockholders to determine the size of the Board, is
facially invalid under Transatlantics Charter. Further, Proposal (2) violates § 109(b) of the
Delaware General Corporation Law, which prohibits the adoption of by-laws that are inconsistent
with a corporations certificate of incorporation. In addition, Proposal (6), if approved with
Proposal (2), would implement the amended By-laws to allow Transatlantics stockholders to fix the
size of the Board at the number of directors elected or remaining on the Board at the end of
Validuss consent solicitation process. Again, Transatlantics Charter forbids this mechanism, and
Proposal (6) thus is also invalid.
As previously disclosed, the size of the Transatlantic Board is currently set at eight seats
(with one vacancy), which cannot be changed by Proposal (2) and Proposal (6) because those
proposals are invalid under the Charter. The By-laws require a majority of the entire Board of
Directors for the Board to take action, which means that there must be at least five directors to
conduct any Transatlantic business. If the Validus consent solicitation is successful in removing
the existing Transatlantic directors pursuant to Proposal (4) and electing the three Validus
Nominees pursuant to Proposal (5), the Transatlantic Board would be comprised of only three
directors, which is not enough for the Board to validly take action. If the Validus consent
solicitation is successful, the newly elected
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Board would be incapacitated from conducting any Transatlantic business, including fixing the
size of the Board or filling any vacancies on the Board.
Today Transatlantic filed a complaint against Validus and TV Merger Sub, LLC (the
Defendants) in the Delaware Court of Chancery seeking that the Court: (a) declare Proposal (2) in
the Validus consent solicitation invalid and void under Delaware law; (b) declare Proposal (6) in
the Validus consent solicitation invalid and void under Delaware law; (c) declare that the
Defendants, if they elect to move forward with their consent solicitation, must request a new
record date and otherwise comply with Section 6.4(b) of Transatlantics By-laws; (d) enjoin the
Defendants from moving forward with their consent solicitation unless and until such time as these
proposals are removed from their consent solicitation materials, a new notice containing all
information required by the Transatlantic By-laws is submitted to Transatlantic, a new record date is
requested in such notice and a new consent solicitation is mailed to Transatlantic stockholders
as of the newly established record date; and (e) grant such other and further relief as the Court
may deem just and proper.
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
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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.
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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
|
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Executive Vice President and General Counsel |
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Date: November 18, 2011 |