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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of Earliest Event Reported) - December 21, 1997
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AMERICAN BANKERS INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-9633 59-1985922
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
11222 Quail Roost Drive, Miami, Florida 33157-6596
(Address of principal executive offices) (Zip Code)
(305) 253-2244
(Registrant's telephone number, including area code)
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Not applicable
(Former name or address, if changed since last report)
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Item 5. Other Events.
The Current Report on Form 8-K for American Bankers Insurance
Group, Inc., a Florida corporation ("American Bankers"), dated as of
January 13, 1998, is hereby amended as follows:
1. On January 28, 1998 American Bankers, American International Group,
Inc., a Delaware corporation ("AIG") and AIGF, Inc., a Florida
corporation and a wholly-owned subsidiary of AIG ("AIGF") entered into
Amendment No. 1 to the Agreement and Plan of Merger dated as of
December 21, 1997, as amended and restated as of January 7, 1998 among
American Bankers, AIG and AIGF (the "Merger Agreement") to amend the
definition of "Election Deadline" contained therein. As so amended, the
Election Deadline will occur on the third trading day prior to the date
of the consummation of the Merger (as defined in the Merger Agreement)
(see attached Exhibit A).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, American Bankers Insurance Group, Inc. has duly caused this amendment
to be signed on its behalf by the undersigned thereunto duly authorized.
AMERICAN BANKERS
INSURANCE GROUP, INC.
By: /s/ Floyd G. Denison
--------------------------------
Name: Floyd G. Denison
Title: Executive Vice President,
Finance
Date: February 3, 1998
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EXHIBIT A
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT No. 1, dated as of January 28, 1998 (the "Amendment"), to that
certain Agreement and Plan of Merger, dated as of December 21, 1997, as amended
and restated as of January 7, 1998 (the "Agreement"), among American Bankers
Insurance Group, Inc., a Florida corporation ("ABIG"), American International
Group, Inc., a Delaware corporation ("AIG") and AIGF, Inc., a Florida
corporation and a wholly-owned subsidiary of AIG ("AIGF").
WHEREAS, pursuant to Section 9.2 of the Agreement, ABIG, AIG and AIGF have
determined to amend Section 4.1(e) of the Agreement.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements herein contained, and intending to be
legally bound hereby, ABIG, AIG and AIGF hereby agree as follows:
1. All capitalized terms used and not otherwise defined in this
Amendment shall have the meanings ascribed thereto in the Agreement.
2. The first two sentences of the second paragraph in Section 4.1(e)
of the Agreement are hereby deleted in their entirety and in lieu thereof
the following shall be inserted:
Parent and the Company each shall use its best efforts to make the
Election Form available to all persons who become holders of record of
Common Shares during the period between the record date for the Common
Stockholders Meeting and 5:00 P.M., New York City time, on the third
trading day prior to the date of the consummation of the Merger (the
"Election Deadline"). Parent will publicly announce the Election
Deadline not later than 10:00 A.M. on the trading day preceding the date
on which the Election Deadline occurs.
3. As amended hereby, the Agreement shall remain and continue in full
force and effect pursuant to its terms, and ABIG, AIG and AIGF hereby
confirm all of the terms of the Agreement as amended by this Amendment No.
1.
4. This Amendment shall be deemed to be made in and in all respects
shall be interpreted, construed and governed by and in accordance with the
law of the State of Delaware without regard to the conflict of law
principles thereof.
5. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the
date first written above.
AMERICAN BANKERS INSURANCE GROUP, INC.
By: /s/ GERALD N. GASTON
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Name: Gerald N. Gaston
Title: Vice Chairman, President
and Chief Executive Officer
AMERICAN INTERNATIONAL GROUP, INC.
By: /s/ HOWARD I. SMITH
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Name: Howard I. Smith
Title: Executive Vice President
AIGF, INC.
By: /s/ HOWARD I. SMITH
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Name: Howard I. Smith
Title: President
