Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - TRANSATLANTIC HOLDINGS INC | d295886dex991.htm |
United States
Securities and Exchange Commission
Washington, D.C. 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): February 6, 2012
Transatlantic Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-10545 | 13-3355897 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer 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:
| x | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Page 2
| Section 5 – | Corporate Governance and Management |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
| (a) | The special meeting of stockholders of Transatlantic Holdings, Inc. (“TRH”) was held on February 6, 2012 (the “TRH Special Meeting”). |
| (b) | The stockholders (i) adopted the Agreement and Plan of Merger, dated as of November 20, 2011, as it may be amended from time to time (the “Merger Agreement”), by and among TRH, Alleghany Corporation and Shoreline Merger Sub, Inc. (formerly, Shoreline Merger Sub, LLC), (ii) approved a proposal to adjourn the TRH Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there were insufficient votes at the time of such adjournment to approve such proposal and (iii) approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TRH’s named executive officers in connection with the merger, and the agreements and understandings pursuant to which such compensation may be paid or become payable (the “Executive Compensation”). |
| (i) | Adoption of the Merger Agreement: |
| Votes For |
53,098,846 | |
| Against |
74,091 | |
| Abstain |
6,107 |
| (ii) | Approval of adjournment of the TRH Special Meeting: |
| Votes For |
48,534,882 | |
| Against |
4,638,094 | |
| Abstain |
6,068 |
| (iii) | Advisory approval of the Executive Compensation: |
| Votes For |
47,531,268 | |
| Against |
5,045,378 | |
| Abstain |
602,397 |
| Section 8 – | Other Events |
| Item 8.01 | Other Events |
On February 6, 2012, TRH issued a press release announcing that TRH’s stockholders have approved and adopted the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 8.01.
Page 3
| Section 9 – | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit 99.1 Press Release of Transatlantic Holdings, Inc. dated February 6, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRANSATLANTIC HOLDINGS, INC. (Registrant) | ||||||
| Date: February 6, 2012 | By | /s/ GARY A. SCHWARTZ | ||||
| Name: Gary A. Schwartz | ||||||
| Title: Executive Vice President and General Counsel | ||||||
Page 4
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release of Transatlantic Holdings, Inc. dated February 6, 2012 | |