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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Bankers Insurance Group, Inc.
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(Exact name of registrant as specified in its charter)
Florida 59-1985922
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
11222 Quail Roost Drive, Miami, Florida 33157
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Purchase Rights for Series A New York Stock Exchange
Participating Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1 DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
PURCHASE RIGHTS FOR SERIES A
PARTICIPATING PREFERRED STOCK
American Bankers Insurance Group, Inc. (the "Company") entered into a
Shareholder Rights Plan dated as of February 24, 1988 with Chase Bank as Rights
Agent ("Rights Agreement") and on February 24, 1988 the Company declared a
dividend distribution of one Right for each outstanding share of the Company's
Common Stock to shareholders of record at the close of business on March 11,
1988 (the "Record Date"). Each Right entitles the registered holder to purchase
from the Company a unit consisting of 1/100th of a share (a "Unit") of Series A
Participating Preferred Stock, no par value (the "Preferred Stock"), at a
Purchase Price of $31.00 per Unit, subject to adjustment. As of November 14,
1990 the Company and the Rights Agent amended and restated the Rights Agreement.
(The Rights Agreement as so amended and restated, the "Amended and Restated
Rights Agreement").
Initially, each Right will be a part of and trade with each share of
Common Stock outstanding. The Rights will separate from the Common Stock and a
Distribution Date will occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock, or (ii) 10
business days following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 15% or more of such
outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights
will be evidenced by the Common Stock certificates (and no separate Rights
certificate will be issued) and will be transferred with and only with such
Common Stock certificates, (ii) new Common Stock certificates issued after the
Record Date will contain a notation incorporating the Rights Agreement (or, if
issued after the Amendment Date, the Amended and Restated Rights Agreement) by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 10, 1998, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as set forth in the Amended
and Restated Rights Agreement and except as otherwise determined by the Board of
Directors, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
If (i) the Company is the surviving corporation in a merger with an
Acquiring Person and the Company's Common Stock remains outstanding and
unchanged, (ii) an Acquiring Person is or becomes the beneficial owner of 15% or
more of the then outstanding shares of the Company's
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Common Stock, (iii) an Acquiring Person engages in one or more of "self-dealing"
transactions as set forth in the Amended and Restated Rights Agreement, or (iv)
there is any recapitalization, reclassification or similar transaction involving
the Company, which has the effect of increasing by more than 1% an Acquiring
Person's proportionate share of the beneficial ownership of the outstanding
shares of any class of equity securities or securities exercisable for or
convertible into equity securities of the Company or any of the Company's
subsidiaries, then each holder of a Right will thereafter have the right to
receive, upon exercise of the Right, Common Stock or, in certain circumstances,
cash, property or other securities of the Company having a value equal to two
times the Purchase Price of the Right; PROVIDED, HOWEVER, that the Rights to
purchase Common Stock (or cash, property or other securities of the Company) are
not exercisable following the occurrence of any of the events set forth above
until such time as the Rights are no longer redeemable by the Company as set
forth below. Notwithstanding any of the foregoing, following the occurrence of
any of the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Amended and Restated Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and void.
For example, given a Purchase Price of $31.00 per Right, each Right not
owned by an Acquiring Person (or by certain related Parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $62.00
worth of Common Stock (or other consideration, as noted above) for $31.00.
Assuming that the Common Stock had a per share value of $12.40 at such time, the
holder of each valid Right would be entitled to purchase 5 shares of Common
Stock for $31.00.
If at any time on or after the Distribution Date (i) the Company is
acquired in a merger or other business combination transaction in which the
Company is not the surviving corporation (or is the surviving corporation but
the Company's Common Stock is changed or exchanged), or (ii) more than 50% of
the Company's assets or earning power is sold or transferred, then each holder
of a Right (except Rights which previously have been voided as set forth in the
second preceding paragraph) shall thereafter have the right to receive, upon
exercise of the Right, Common Stock of the acquiring entity having a value equal
to two times the Purchase Price of the Right. The events set forth in this
paragraph and in the second preceding paragraph are referred to as the
"Triggering Events." If any acquiring entity does not have Registered Common
Stock, each Right will entitle its holder to purchase, for the Purchase Price,
at such holder's option, (i) the number of shares of such entity (or, at such
holder's option, of the surviving corporation in such acquisition, which could
be the Company) which, at the time of the transaction, would have a book value
of two times the Purchase Price of the Right or (ii) if such entity has an
affiliate that has Registered Common Stock, the number of shares of such
affiliate which, at the time of the transaction, would have a market value of
two times the Purchase Price of the Right.
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the
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current market price of the Preferred Stock, or (iii) upon the distribution to
holders of the Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants (other
than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time after the acquisition by a Person or group of affiliated or
associated Persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such Person or group of 50% of the
outstanding Common Stock, the Board of Directors of the Company may exchange the
Rights (other than the Rights owned by such Person or group that have become
void), in whole or in part, at an exchange ratio of one share of Common Stock
(or of a share of a class of series or the Company's preferred stock having
equivalent rights, preferences and privileges) per Right (subject to
adjustment).
At any time until 10 days following the Distribution Date, the Company
may redeem the Rights in whole, but not in part, at a price of $.01 per Right,
payable in cash or stock. The redemption period may be extended by the Company
at any time prior to the expiration of such period. After the redemption period
has expired, the Company's right of redemption may be reinstated if an Acquiring
Person reduces his beneficial ownership to 10% or less of the outstanding shares
of Common Stock in a transaction or series of transactions not involving the
Company and there are no other persons who are Acquiring Persons. Immediately
upon the action of the Board of Directors ordering redemption of the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the $.01 redemption price. The decision to redeem or to extend the
redemption period shall require the vote of a majority of the Disinterested
Directors, with the concurrence of a majority of the Continuing Directors voting
separately.
The term "Continuing Director" means any member of the Board of
Directors of the Company who was a member of the Board immediately prior to the
time that any person became an Acquiring Person, and any member of the Board
subsequent to the time that any Person shall become an Acquiring Person if such
person is recommended or approved by a majority of the Continuing Directors, but
shall not include an Acquiring Person, or any representative of such Acquiring
Person.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Amended and Restated Rights Agreement
may be amended by the Board of Directors prior to the Distribution Date. On and
after the Distribution Date, the provisions of the Amended and Restated Rights
Agreement may be amended by a majority of the Disinterested Directors, with the
concurrence of a majority of the Continuing Directors voting separately, in
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order to cure any ambiguity, to make changes in any manner which the
Disinterested Directors and Continuing Directors may deem necessary or desirable
and which does not adversely affect the interests of holders of Rights
(excluding the interests of any Acquiring Person), or to shorten or lengthen any
time period under the Amended and Restated Rights Agreement; PROVIDED, HOWEVER,
that no amendment to adjust the time period governing redemption shall be made
at any time that the Rights are not redeemable.
The Amended and Restated Rights Agreement provides that the Company may
not consolidate or merge with, or sell 50% or more of the Company's assets or
earning power to, any person that has securities or is bound by agreements which
would substantially diminish the benefits of the Rights.
The Amended and Restated Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as Exhibit B the
Form of Rights Certificate is incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Amended and Restated Rights Agreement.
ITEM 2 EXHIBITS
1. Form of Amended and Restated Rights Agreement, dated as of
February 24, 1988 and amended and restated as of November 14,
1990, between American Bankers Insurance Group, Inc. and Chase
Bank, is incorporated by reference from Registrant's Form
8-A/A filed on December 3, 1990.
2. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
American Bankers Insurance Group, Inc.
By /s/ Robert Hill
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Robert Hill
Dated: June 19, 1997 Principal Accounting Officer
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