<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K/A
(Amendment No.1)
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
---------------
AMERICAN BANKERS INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 0-9633 59-1985922
(State or other jurisdiction of (Commission File Number) (IRS Employer
Incorporation) 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)
---------------
Not applicable
(Former name or address, if changed since last report)
================================================================================
<PAGE> 2
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. The third paragraph on page 3 is deleted and replaced by the following
paragraph:
In addition, certain stockholders of American Bankers holding
approximately 8.2% of the outstanding number of shares of Common
Stock have entered into a voting agreement with AIG (the "Voting
Agreement") pursuant to which such stockholders agreed to vote their
shares of Common Stock in favor of adoption of the Merger Agreement
and approval of the Merger and, if requested by AIG, to grant to AIG
an irrevocable proxy with respect to such shares of Common Stock,
subject to certain conditions.
2
<PAGE> 3
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: January 20, 1998
3
