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As filed with the Securities and Exchange Commission on February 19, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
American Bankers Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
Florida 59-1985922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11222 Quail Roost Drive
Miami, Florida 33157 33157
(Address of Principal Executive Office) (Zip Code)
American Bankers Insurance Group, Inc.
1999 Non-Employee Director One-Time Award Plan
(Full title of the plan)
Arthur W. Heggen
American Bankers Insurance Group, Inc.
11222 Quail Roost Drive
Miami, Florida 33157
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Josephine Cicchetti, Esq.
Jorden Burt Boros Cicchetti Berenson & Johnson LLP
777 Brickell Avenue, Suite 500
Miami, Florida 33131
(305) 371-2600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) PRICE(1) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 26,000 shares(2)(3) $45.78 $1,190,313 $331
value per share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended
(the "Securities Act"), based upon the average of the high and low sale
prices per share of Common Stock of American Bankers Insurance Group,
Inc. (the "Registrant") reported on the New York Stock Exchange on
February 12, 1999.
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(2) This registration statement also covers an indeterminate number of
additional shares of Common Stock of the Registrant as may be offered
or issued in accordance with the terms of this offering to prevent
dilution resulting from a stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or
exchange of shares or similar events.
(3) This registration statement covers the amount of Purchase Rights for
Series C Participating Preferred Stock (the "Rights" ) associated with
the Common Stock covered by this registration statement. The Rights are
attached to and trade with the Common Stock of the Registrant. Until
the occurrence of certain prescribed events, the Rights are not
exercisable and will be transferred only with the Common Stock. The
value attributable to the Rights, if any, is reflected in the offering
price of the Common Stock. No separate registration fee is therefore
required with respect to the Rights.
This registration statement shall become effective upon filing with the
Securities and Exchange Commission (the "Commission") in accordance with Rules
462 and 456 under the Securities Act.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Commission.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998 and the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, as amended on Form 10-Q/A filed with
the Commission on January 26, 1999.
3. The Registrant's Current Reports on Form 8-K filed with the
Commission on January 13, 1998, as amended on Form 8-K/A filed
with the Commission on January 20, 1998, and as further
amended on Form 8-K/A filed with the Commission on February 3,
1998, and the Registrant's Current Report on Form 8-K filed
with the Commission on October 15, 1998.
4. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
covered by the report referred to in (1) above.
5. The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A filed with
the Commission on June 25, 1997.
6. The description of the Purchase Rights for Series C
Participating Preferred Stock contained in the Registrant's
registration statement on Form 8-A filed with the Commission
on February 27, 1998.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 607.0850 of the Florida Business
Corporation Act under whose laws the Registrant is incorporated, which provides
for indemnification of directors and officers in certain circumstances. The
Registrant's Third Amended and Restated Articles of Incorporation, as amended
("Amended Articles of Incorporation"), provide that the Registrant shall
indemnify its directors and officers to the full extent permitted by Florida
law. Additionally, the Registrant's bylaws provide that the Registrant shall
similarly indemnify its directors and officers and also allow the Registrant, by
resolution of its Board of Directors, to indemnify certain employees and agents
to the full extent permitted by Florida law.
The Registrant has obtained liability insurance of up to $15,000,000 on
behalf of the directors and officers of the Registrant for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers of the Registrant. In general, the
Registrant's deductible is $250,000 for each loss relating to any one director
or officer and will not exceed $250,000 in the aggregate for any loss involving
multiple directors and officers for any reimbursement made by the Registrant to
the directors or officers to the extent permitted by the Registrant's Amended
Articles of Incorporation and bylaws. For any other loss the Registrant must pay
on behalf of the a director or officer, there is no deductible. The policy s
exclusions include losses due to any litigation prior to or pending before the
retroactive date of the policy, any action between directors or officers, or any
loss due to regulatory penalties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are filed as exhibits to this registration statement:
4.1 Third Amended and Restated Articles of Incorporation of
American Bankers Insurance Group, Inc., as amended on May 23,
1997, by First Amendment to Third Amended and Restated
Articles of Incorporation of American Bankers Insurance Group,
Inc., and further amended on February 19, 1998, by Second
Amendment to Third Amended and Restated Articles of
Incorporation of American Bankers Insurance Group, Inc.(1)
4.2 Bylaws of American Bankers Insurance Group, Inc., as amended
through May 1998.(2)
4.3 Rights Agreement, dated as of February 19, 1998, between
American Bankers Insurance Group, Inc. and Chase Mellon
Shareholder Services, L.L.C., as Rights Agent.(3)
<PAGE> 5
4.4 Amendment No. 1, dated as of March 20, 1998, to the Rights
Agreement, dated as of February 19, 1998, between American
Bankers Insurance Group, Inc. and Chase Mellon Shareholder
Services, L.L.C., as Rights Agent.(4)
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in signature page)
99.1 Form of American Bankers Insurance Group, Inc. 1999
Non-Employee Director One- Time Award Plan
- ---------------
(1) Incorporated herein by reference to Registrant's Annual Report on Form
10-K filed with the Commission on March 31, 1998.
(2) Incorporated herein by reference to Registrant's Quarterly Report on
Form 10-Q filed with the Commission on June 30, 1998.
(3) Incorporated herein by reference to Registrant's Schedule 14D-9,
Amendment No. 3, filed with the Commission on February 20, 1998.
(4) Incorporated herein by reference to Registrant's Schedule 14D-9,
Amendment No. 11, filed with the Commission on March 24, 1998.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that the Registrant need not file a post-effective
amendment to include the information required to be included by subsection
(1)(i) or (1)(ii) if the Registration Statement is on Form S-8 or Form S-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
<PAGE> 6
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Miami, State of Florida, on the 19th day of
February, 1999.
American Bankers Insurance Group, Inc.
By: /s/ Gerald N. Gaston
----------------------------------
Gerald N. Gaston
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of American Bankers Insurance
Group, Inc. hereby constitute and appoint Gerald N. Gaston, Floyd Denison and
Arthur W. Heggen, and each of them, with full power to act without the other and
with full power of substitution and resubstitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission and hereby ratify and confirm all
that such attorneys-in-fact or their substitutes shall lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on February 19, 1999.
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SIGNATURE TITLE
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<S> <C>
/s/ R. Kirk Landon Chairman of the Board
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R. Kirk Landon
/s/ Gerald N. Gaston Vice Chairman of the Board of Directors, Chief
- ------------------------------------------------- Executive Officer
Gerald N. Gaston
/s/ Robert Hill Principal Accounting Officer
- -------------------------------------------------
Robert Hill
/s/ William H. Allen, Jr. Director
- -------------------------------------------------
William H. Allen, Jr.
Director
- -------------------------------------------------
Nicholas A. Buoniconti
/s/ Armando Codina Director
- -------------------------------------------------
Armando Codina
/s/ Peter J. Dolara Director
- -------------------------------------------------
Peter J. Dolara
</TABLE>
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<TABLE>
<S> <C>
Director
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Daryl L. Jones
/s/ James F. Jorden Director
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James F. Jorden
Director
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Bernard P. Knoth
/s/ Eugene M. Matalene, Jr. Director
- -------------------------------------------------
Eugene M. Matalene, Jr.
/s/ Albert H. Nahmad Director
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Albert H. Nahmad
/s/ Nicholas J. St. George Director
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Nicholas J. St. George
/s/ Robert C. Strauss Director
- -------------------------------------------------
Robert C. Strauss
/s/ George E. Williamson, II Director
- -------------------------------------------------
George E. Williamson, II
Director
- -------------------------------------------------
Jack Kemp
</TABLE>
<PAGE> 9
EXHIBIT INDEX
EXHIBIT NO.
4.1 Third Amended and Restated Articles of Incorporation of
American Bankers Insurance Group, Inc., as amended on May 23,
1997, by First Amendment to Third Amended and Restated
Articles of Incorporation of American Bankers Insurance Group,
Inc., and further amended on February 19, 1998, by Second
Amendment to Third Amended and Restated Articles of
Incorporation of American Bankers Insurance Group, Inc.*
4.2 Bylaws of American Bankers Insurance Group, Inc., as amended
through May 1998.*
4.3 Rights Agreement, dated as of February 19, 1998, between
American Bankers Insurance Group, Inc. and Chase Mellon
Shareholder Services, L.L.C., as Rights Agent.*
4.4 Amendment No. 1, dated as of March 20, 1998, to the Rights
Agreement, dated as of February 19, 1998, between American
Bankers Insurance Group, Inc. and Chase Mellon Shareholder
Services, L.L.C., as Rights Agent.*
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (included in signature page)
99.1 Form of American Bankers Insurance Group, Inc. 1999
Non-Employee Director One- Time Award Plan
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* Incorporated herein by reference.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 25, 1998 appearing on page 45 of
American Bankers Insurance Group, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Miami, Florida
February 15, 1999
<PAGE> 1
EXHIBIT 99.1
FORM OF AMERICAN BANKERS INSURANCE GROUP, INC.
1999 NON-EMPLOYEE DIRECTOR ONE-TIME AWARD PLAN
<PAGE> 2
AMERICAN BANKERS INSURANCE GROUP, INC.
1999 NON-EMPLOYEE DIRECTOR ONE-TIME AWARD PLAN
(this "Plan")
WHEREAS, AMERICAN BANKERS INSURANCE GROUP, INC. (the "Company") recognizes the
substantial efforts made by the non-employee directors of the Company (the
"Outside Directors") in guiding the Company during the proposed acquisitions of
the Company in 1998; and
WHEREAS, the Company did not hold an annual meeting of shareholders of the
Company during 1998 and under the terms of the Company's By-Laws there was no
annual meeting of Directors, and, consequently, the Outside Directors were not
entitled to receive any formula awards during 1998 under the American Bankers
Insurance Group, Inc. 1997 Equity Incentive Plan; and
WHEREAS, the Company considers it desirable and in its best interests of the
Company and its shareholders that the Outside Directors be given an award of
stock options ("Options") to purchase 2,000 shares of common stock, $1.00 par
value of the Company ("Common Stock") Common Stock in recognition of the
substantial efforts of the Outside Directors in 1998, which award the Company
also considers will further advance the interests of the Company by facilitating
the purchase and holding of Common Stock by the Outside Directors.
NOW, THEREFORE, the Company shall make an award to each Outside Director in
accordance with the following terms.
1. AWARD. Each Outside Director is hereby awarded Options to purchase 2000
shares of Common Stock at the purchase price of Option Price of ______ per
share (the "Option Price") for a total of 26,000 share of Common Stock
available under the Plan. If an Option should expire or terminate for any
reason without having been exercised in full, the unpurchased shares shall
not be available for further grant. The Company shall issue these shares out
of its shares that are recorded on the books of the Company as treasury
stock.
2. ADMINISTRATION OF THE PLAN. This Plan shall be administered by the Nominating
and Compensation Committee (the "Committee"). The Committee shall have
authority to adopt such rule and regulations, and to make such determination
as are not inconsistent with this Plan and are necessary or desirable for the
Plan's implementation and administration. All determinations and decisions
made by the Committee pursuant to this Plan shall be final, conclusive and
binding on all persons.
3. MANNER OF EXERCISE. A person electing to exercise an Option shall give
written notice, in such form as the Committee may require, of such exercise
to the Company and shall tender to the Company the full Option Price for the
number of Shares for which the exercise is made. Payment of the Option Price
shall be paid in whole or in part (i) in cash (ii) in whole shares of Common
Stock owned by the respective Outside Director and evidenced by negotiable
certificates, valued at their market value on the date of the exercise notice
(which shares of Common Stock must have been owned by the respective Outside
Director six months or longer, and not used to effect any exercise of an
option or other award, whether granted under this Plan or another plan,
within the preceding six months), (iii) by a combination of such methods of
payment, or (iv) by such other consideration as shall constitute lawful
consideration for the issuance of Common Stock and be approved by the
Committee.
<PAGE> 3
4. OPTION EXERCISABILITY AND EXPIRATION. The Options may be exercised in whole
or in part, by the Outside Director or any transferee of the Options as
permitted under Section 5, but at no time in an increment less than 100
shares, with the following limitations:
a. In no event shall any Option be exercisable before February 19, 2000 or
after February 19, 2004; provided, however, that if there is a Change of
Control of the Company. In the event that the Company experiences a Change
in Control, as such term is defined below, then the Options shall be
immediately exercisable. "Change in Control" shall mean the consummation
of any transaction or series of transactions in which a person or a group
of related or affiliated persons obtains ownership of the Common Stock of
the Company sufficient to exercise control over the operations of the
Company, and such person or group does not presently have the ability to
exercise such control. Such a Change in Control shall be deemed to have
taken place if:
i. a tender offer or series of offers has been made to and accepted by 50
percent or more of the Company's shareholders; or
ii. a transfer of stock has occurred which is sufficient to allow the new
purchaser (or group of related or affiliated purchasers) to elect a
majority of the Board other than those proposed by the management of
the Company; or
iii. a majority of the Board is replaced in any one year; or
iv. a merger or reorganization is consummated which results in existing
shareholders of American Bankers owning less than 50 percent of the
voting stock of the corporation acquiring the Company (or, if the
Company is the acquiring corporation, results in existing shareholders
of the Company owning less than 50 percent of the voting stock of the
Company); or
v. more than 50 percent of the assets of American Bankers are sold.
b. In the event of termination as a member of the Board of the Company at the
voluntary election of an Outside Director, for cause at the election of
the Company or upon retirement, all Options of that Outside Director shall
lapse, except as provided in Section 4.c.
c. In the event of an Outside Director's termination as a member of the Board
of the Company for the following events, that Outside Director's Option
shall lapse at the earlier date of the end of the Option's regular term
or: i. Six (6) months following termination on account of disability of
the Outside Director; or ii. Six (6) months following termination on
account of death of the Outside Director.
5. NON-TRANSFERABILITY OF OPTION. An Option shall not be transferable other than
by will or the laws of descent and distribution; provided, however, an Option
shall be transferable by gift during the lifetime of an Outside Director to a
trust established by that Outside Director or to a family member of that
Outside Director after that Outside Director has provided written notice to
the Committee and the Committee shall have given its consent to the transfer.
6. ADJUSTMENT IN THE EVENT OF CHANGE IN CAPITALIZATION. In the event of any
change in the outstanding Common Stock of the Company due to any stock split,
stock dividends, recapitalization, merger, consolidations, reorganization,
combination or exchange of shares, split-up, split-off, spin-off, liquidation
or similar change in capitalization or any distribution to holders of Common
Stock other than cash dividends, for any outstanding Option which has not
been fully exercised, the number and kind of shares under the Options and the
Option Price will be appropriately adjusted consistent with such change. The
determination of the Committee regarding any adjustment will be final and
conclusive.
7. BINDING EFFECT. The terms of this Plan shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
<PAGE> 4
8. INTERPRETATION. The Plan shall be interpreted and construed in accordance
with the laws of the State of Florida. The Committee has the sole power to
interpret the Plan and to resolve any questions arising under this Plan.
9. NO CONTINUING RIGHT OF MEMBERSHIP ON THE BOARD. Nothing in this Plan shall
confer any right on any Outside Director to continue as a member of the
Board of the Company or shall interfere in any way with the right of the
Company to terminate any Outside Director's membership, in accordance with
the terms of the By-Laws of the Company at any time.
10. LEGAL RESTRICTIONS. The Company shall not be obligated to deliver any Common
Stock until the Company has satisfied itself that such delivery complies
with all laws and regulations by which the Company is bound. The person
acquiring the shares shall, if requested by the Company, give assurances
satisfactory to counsel for the Company to assure compliance with all legal
requirements. The Company shall in no event be obliged to take any action in
order to cause the exercise of any Option.
