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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
AMERICAN BANKERS INSURANCE GROUP, INC.
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
(Title of Class of Securities)
024456 10 5
(CUSIP Number)
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KATHLEEN E. SHANNON
VICE PRESIDENT AND SECRETARY
AMERICAN INTERNATIONAL GROUP, INC.
70 PINE STREET
NEW YORK, NY 10270
TELEPHONE: (212) 770-5123
(Name, address and telephone number of Person Authorized to
Receive Notice and Communications)
February 28, 1998
(Date of Event which Requires Filing of this Statement)
If a filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American International Group, Inc.,
I.R.S. Identification No. 13-2592361
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Delaware
NUMBER OF 7. SOLE VOTING POWER
SHARES 8,265,626
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,389,300
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 8,265,626
PERSON 10. SHARED DISPOSITIVE POWER
WITH 3,389,300
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,654,926
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.1%
14. TYPE OF REPORTING PERSON
CO, HC
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 amends Items 4,6 and 7 of the Statement
on Schedule 13D dated January 16, 1998, as amended by Amendment No. 1 thereto
dated January 28, 1998 ("Schedule 13D") previously filed by American
International Group, Inc. ("AIG") relating to the shares of Common Stock, par
value $1.00 per share (the "Shares"), of American Bankers Insurance Group, Inc.
(the "Issuer").
ITEM 4. PURPOSE OF TRANSACTION
On February 28, 1998, AIG, AIGF and the Issuer entered into an Amended and
Restated Agreement and Plan of Merger (the "Amended Merger Agreement") and an
amended and restated Stock Option Agreement (the "Amended Stock Option
Agreement"), copies of which are filed as Exhibit 4 and Exhibit 5 hereto,
respectively, and are incorporated by reference herein in their entirety. The
principal amendments to the Merger Agreement and Stock Option Agreement are as
follows:
- - The value of the per share consideration that each holder of a Share will be
entitled to receive in the Merger has been raised from $47 to $58. The
elections contemplated by the Merger Agreement with respect to cash and stock
consideration have not been amended.
- - In lieu of proceeding to acquire the Issuer by the contemplated statutory
merger, AIG, at its option, will be permitted to effect the acquisition of the
Issuer through a tender offer for 100% (or such lesser percentage not less
than 49.9% (excluding for all purposes in calculating such applicable
percentage any Shares owned by AIG pursuant to the exercise of its option
under the Stock Option Agreement) as AIG may determine) of the outstanding
Shares for at least $58 in cash followed by a second step merger between the
Issuer and AIGF in which the Issuer's shareholders would receive, at AIG's
election, either cash or, if non-taxable, AIG Common Stock with a value equal
to the amount paid for each Share in the tender offer. If AIG consummates such
a tender offer, AIG will be entitled to designate two members of the Board of
Directors of the Issuer, and the Issuer will increase the size of its Board of
Directors to the extent permitted by its Articles and bylaws, and will
thereafter cause AIG's designees promptly to be elected to its Board of
Directors. AIG and the Issuer also have agreed to waive certain of the
conditions to their respective obligations to consummate the Merger in the
event that AIG commences and consummates a tender offer. AIG has not at this
time made any decision to commence a tender offer.
- - The provision contained in the Merger Agreement which prohibited the Issuer
from providing information to third parties, engaging in negotiations or
discussions with third parties or recommending an Acquisition Proposal (as
defined in the Amended Merger Agreement) to the shareholders of the Issuer for
a period of 120 days following the execution of the Merger Agreement has been
eliminated. Consequently, the Issuer is now permitted to provide information
to any party who has made an unsolicited bona fide Acquisition Proposal for
the Issuer if such party enters into an appropriate confidentiality agreement.
- - The provision contained in the Merger Agreement which prohibited the Board of
Directors of the Issuer from terminating the Merger Agreement in certain
circumstances for a period of 180 days following the execution of the Merger
Agreement has been amended to reduce such period of time to 150 days.
- - The $66 million termination fee has been increased to $81.5 million (which
still represents approximately 3% of the aggregate consideration to be paid in
the Merger) plus an amount equal to AIG's expenses incurred in connection with
the Merger since January 27, 1998 up to a maximum of $5 million. The
circumstances in which the Amended Merger Agreement may be terminated and in
which such termination fee is payable by the Issuer have been amended. Such
circumstances shall include AIG having commenced a tender offer and such
tender offer not having been consummated by the 60th day from the date of
commencement thereof.
- - The maximum profit that AIG can obtain on its option to purchase 8,265,626
Shares pursuant to the Amended Stock Option Agreement has been
amended to be $100 million. Such amount will still be reduced by the amount of
any termination fee paid by the Issuer under the Amended Merger
Agreement. The option has also been modified pursuant to the Amended Stock
Option Agreement so that, at AIG's option, if the Amended Merger Agreement
is terminated at a time when regulatory approval for AIG to consummate the
purchase of the Shares subject to the option has not yet been obtained,
AIG's prior exercise of such option may be settled in cash in an amount equal
to the Spread (as defined in the Amended Stock Option Agreement) times the
number of Shares subject to the exercise of such option less
any termination fee paid pursuant to the Amended Merger Agreement.
- - In the event that AIG commences a tender offer (as described above) and
another person has commenced or commences a tender offer to acquire at least
49.9% of the outstanding Shares for not less than $58 in cash per share and
such person has proposed to follow such tender offer with a second step merger
in which the Issuer's shareholders would receive consideration with a value
equal to not less than the value paid by such person pursuant to its tender
offer, then the Issuer will be entitled to amend or modify its existing rights
agreement and its new rights agreement, dated as of February 19, 1998, between
the Issuer and ChaseMellon Shareholder Services, L.L.C., adopted by the Board
of Directors of the Issuer on February 19, 1998, in a manner consistent with
the amendments made by the Issuer to such agreements with respect to the
Merger or the optional tender offer by AIG (as described above) to exempt any
such other person from being deemed to be an Acquiring Person (as defined in
such agreements) and such other tender offer from triggering a Distribution
Date (as defined in such agreements) or causing the rights or new rights to
separate from the Shares. In addition, in such event the Issuer will also be
entitled to grant such approvals and take such action to eliminate or minimize
the effect of any state antitakeover statutes on such other tender offer.
- - AIG has agreed to maintain the corporate headquarters of the Issuer in
Miami at the Issuer's current location for the foreseeable future and, in
any event, for not less than 5 years following consummation of the
Merger. In addition, AIG has agreed to ensure, to the extent within its
reasonable control, that the public school and day care facility next to
the Issuer's headquarters in Miami will remain in operation at their
current location for as long as the corporate headquarters of the Issuer
shall be maintained at its current location.
- - The special meetings of the Issuer's preferred and common shareholders
previously scheduled for March 4, 1998 and March 6, 1998, respectively, will
be postponed until March 25, 1998 and March 27, 1998, respectively.
Except as contemplated by the Amended Merger Agreement, the Amended Stock Option
Agreement and the Voting Agreement or as otherwise set forth in this Item 4, AIG
has no present plans or proposals which relate to or would result in (i) the
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (iv) any change in the
present Board of Directors or management of the Issuer; (v) any material change
in the present capitalization or dividend policy of the Issuer; (vi) any other
material change in the Issuer's business or corporate structure; (vii) any
change in the Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by any
person; (viii) causing the Shares or Preferred Shares to be listed on the New
York Stock Exchange; (ix) the Shares or Preferred Shares becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
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Exchange Act; or (x) any action similar to any of those actions set forth in
this Paragraph involving the Shares or Preferred Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Other than the Amended Merger Agreement, Amended Stock Option Agreement
and Voting Agreement described in the response to Item 4 (which response is
incorporated herein by reference) and the transactions contemplated thereby,
there are no contracts, arrangements, understandings or relationships between
AIG and any other person, or, to the best knowledge of AIG, among any of SICO,
The Starr Foundation, Starr or any of the Covered Persons and any other person,
with respect to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 4 Amended and Restated Agreement and Plan of Merger,
dated as of December 21, 1997, as amended and
restated as of January 7, 1998, as amended by
Amendment No. 1 thereto dated as of January 28, 1998,
and as amended and restated as of February 28, 1998,
among the Issuer, AIG and AIGF (incorporated by
reference to Exhibit 31 to the Issuer's Solicitation/
Recommendation Statement on Schedule 14D-9 filed on
March 2, 1998).
Exhibit 5 Stock Option Agreement, dated as of December 21,
1997, as amended and restated as of February 28,
1998, between the Issuer and AIG (incorporated by
reference to Exhibit 32 to the Issuer's Solicitation/
Recommendation Statement on Schedule 14D-9 filed on
March 2, 1998).
Exhibit 6 Press Release, dated March 2, 1998, of the Issuer and
AIG (incorporated by reference to Exhibit 33 to the
Issuer's Solicitation/Recommendation Statement on
Schedule 14D-9 filed on March 2, 1998).
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 2, 1998
American International Group, Inc.
By: /s/ Kathleen E. Shannon
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Name: Kathleen E. Shannon
Title: Vice President and Secretary
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