<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN BANKERS INSURANCE GROUP, INC.
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities)
024456 10 5
(CUSIP Number)
Kathleen E. Shannon
Vice President and Secretary
American International Group, Inc.
70 Pine Street
New York, NY 10270
(212) 770-5123
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
December 21, 1997
(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.
<PAGE> 2
- -------------------- -------------------
CUSIP NO. 024456 10 5 PAGE 2 OF 15 PAGES
- -------------------- -------------------
- ---------------------------------------------------------------
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
- ---------------------------------------------------------------
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
- ---------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,389,300
EACH -------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------
10. SHARED DISPOSITIVE POWER
3,389,300
- ---------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,389,300
- ---------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ---------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
- ---------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO, HC
- ---------------------------------------------------------------
<PAGE> 3
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 3 OF 15 PAGES
- -------------------- --------------------
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to the shares of Common
Stock, par value $1.00 per share (the "Shares"), of American Bankers Insurance
Group, Inc. (the "Issuer"). The address of the principal executive offices of
the Issuer is 11222 Quail Roost Drive, Miami,
Florida 33157-6596.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f). This Statement is being filed by American
International Group, Inc. ("AIG"). AIG is organized as a corporation under the
laws of the State of Delaware, and its principal business address is 70 Pine
Street, New York, NY 10270. AIG is a holding company which through its
subsidiaries is primarily engaged in a broad range of insurance and
insurance-related activities and financial services in the United States and
abroad. AIG's primary activities include both general and life insurance
operations.
Starr International Company, Inc., a private holding company
incorporated in Panama ("SICO"), The Starr Foundation, a New York not-for-profit
corporation ("The Starr Foundation"), and C.V. Starr & Co., Inc., a Delaware
corporation ("Starr"), have the right to vote approximately 16.1%, 3.6% and
2.4%, respectively, of the outstanding common stock of AIG. The principal
executive offices of SICO are located at 29 Richmond Road, Pembroke, Bermuda.
The principal executive offices of The Starr Foundation and Starr are located at
70 Pine Street, New York, New York 10270. The names of the directors and
executive officers ("Covered Persons") of AIG, SICO, The Starr Foundation and
Starr, their business addresses and principal occupations are set forth in Annex
A attached hereto, which is incorporated herein by reference in its entirety.
The business address indicated for each Covered Person is also the address of
the principal employer for such Covered Person. Each of the Covered Persons is a
citizen of the United States, except for Messrs. Johnson, Manton, Sullivan, and
Tse who are British subjects, and Mr. Cohen, who is a Canadian subject.
(d) and (e). During the last five years, none of AIG, SICO,
The Starr Foundation or Starr, or any of the Covered Persons, has (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations
<PAGE> 4
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 4 OF 15 PAGES
- -------------------- --------------------
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violations with respect to such laws.
ITEM 3. SOURCES AND AMOUNT OF FUNDS
As described in the response to Item 4 (which response is
incorporated herein by reference), the Shares to which this Statement on
Schedule 13D relates have not been purchased by AIG. In connection with, and as
a condition to, AIG and the Issuer entering into the Merger Agreement (as
defined in the response to Item 4), certain shareholders of the Issuer holding
approximately 8.2% of the outstanding Shares have entered into the Voting
Agreement (as defined in the response to Item 4) pursuant to which such
shareholders have agreed to vote their Shares in favor of adoption of the Merger
Agreement and approval of the Merger (as defined in the response to Item 4), if
requested by AIG, to grant to AIG an irrevocable proxy with respect to such
Shares and not to dispose of such Shares, subject to certain exceptions.
ITEM 4. PURPOSE OF TRANSACTION
On December 21, 1997, the Issuer, AIG and AIGF, Inc., a wholly
owned subsidiary of AIG ("AIGF"), entered into an Agreement and Plan of Merger
which provides, among other things, that, subject to the satisfaction of the
terms and conditions therein, the Issuer will merge (the "Merger") with and into
AIGF. The separate existence of the Issuer will cease upon consummation of the
Merger. AIGF will be the surviving corporation in the Merger and will be renamed
"American Bankers Insurance Group, Inc." following the Merger. The Merger
Agreement was amended and restated as of January 7, 1998 (as so amended and
restated, hereinafter the "Merger Agreement").
Subject to certain limitations described in the Merger
Agreement, holders of Shares that elect to receive cash will receive $47.00 in
cash in exchange for each Share. Subject to certain elections of AIG set forth
in the Merger Agreement, holders of Shares that elect to receive common stock,
par value $2.50 per share, of AIG (the "AIG Common Stock") or that make no
election will receive a portion of a share of AIG Common Stock with a value
equal to $47.00 (as determined based on the average of the closing prices per
share of AIG Common Stock on the New York Stock Exchange for the ten trading
days ending on the third trading day prior to the date that the Merger is
consummated) in exchange for each Share. Each share of $3.125 Series B
Cumulative Convertible Preferred Stock of the Issuer (the "Preferred Shares")
will be canceled in the Merger in exchange for one share of AIG Series C
Preferred Stock, par value $5.00 (the
<PAGE> 5
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 5 OF 15 PAGES
- -------------------- --------------------
"AIG Series C Preferred Stock"), to be issued on terms substantially similar to
the Preferred Shares. The AIG Series C Preferred Stock will be convertible into
AIG Common Stock.
In connection with the Merger, AIG and the Issuer have entered
into a stock option agreement (the "Stock Option Agreement") under which the
Issuer has granted AIG an option to purchase a number of newly issued Shares
equal to approximately 19.9% of the outstanding number of Shares if certain
events occur.
In addition, certain shareholders of the Issuer holding
approximately 8.2% of the outstanding Shares have entered into a voting
agreement with AIG (the "Voting Agreement") pursuant to which such shareholders
have agreed to vote their Shares in favor of adoption of the Merger Agreement
and approval of the Merger, if requested by AIG, to grant to AIG an irrevocable
proxy with respect to such Shares and not to dispose of such Shares, subject to
certain exceptions.
The Merger Agreement requires the approval of the holders of a
majority of the outstanding Preferred Shares and a majority of the outstanding
Shares, each voting as a separate class.
The purpose of the transactions under the Stock Option
Agreement and the Voting Agreement is to enable AIG to consummate the
transactions contemplated under the Merger Agreement. The Stock Option Agreement
and Voting Agreement also may make it more difficult and expensive for the
Issuer to consummate a business combination with a party other than AIG.
Upon consummation of the Merger, the Shares and Preferred
Shares would cease to be listed on the New York Stock Exchange and would become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended.
Except as contemplated by the Merger Agreement, the 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
<PAGE> 6
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 6 OF 15 PAGES
- -------------------- --------------------
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 cease 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 Exchange Act; or
(x) any action similar to any of those actions set forth in this Paragraph
involving the Shares or Preferred Shares.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER
(a) and (b). 3,389,300 Shares, representing approximately 8.2%
of the outstanding Shares, are subject to the Voting Agreement and therefore may
be deemed to be beneficially owned both by the respective shareholders of the
Issuer party to the Voting Agreement and by AIG. Inasmuch as the Voting
Agreement is limited to the vote of the Shares with respect to the Merger
Agreement and the Merger and certain related matters, the respective
shareholders of the Issuer party to the Voting Agreement and AIG have shared
power to vote or to direct the vote with respect to the Shares subject to the
Voting Agreement. The Voting Agreement provides, subject to certain exceptions,
that the shareholders party thereto may not dispose of their respective Shares
without AIG's consent. Such shareholders and AIG therefore have shared power to
dispose or direct the disposition of the Shares subject to the Voting Agreement.
(c). Other than the Merger Agreement, the Stock Option
Agreement and the Voting Agreement described in the response to Item 4 (which
response is incorporated herein by reference) and the transactions contemplated
thereby, there have been no transactions in Shares by AIG, or, to the best
knowledge of AIG, by any of the Covered Persons, during the past 60 days.
(d). To the best knowledge of AIG, the right to receive and
the power to direct the receipt of dividends from, and the proceeds from the
sale of, the Shares subject to the Voting Agreement are held by the respective
shareholders party to the Voting Agreement.
(e). Not applicable.
<PAGE> 7
- -------------------- -------------------
CUSIP NO. 024456 10 5 PAGE 7 OF 15 PAGES
- -------------------- -------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
Other than the Merger Agreement, 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 1 Agreement and Plan of Merger, dated as of December
21, 1997, as amended and restated as of January 7,
1998, among the Issuer, AIG and AIGF (incorporated by
reference to Exhibit 2.1 to the Issuer's Current
Report on Form 8-K, filed January 13, 1998).
Exhibit 2 Stock Option Agreement, dated as of December 21,
1997, between the Issuer and AIG (incorporated by
reference to Exhibit 10.1 to the Issuer's Current
Report on Form 8-K, filed January 13, 1998).
Exhibit 3 Voting Agreement, dated as of December 21,
1997, between AIG and the shareholders of the
Issuer named therein (incorporated by
<PAGE> 8
- -------------------- -------------------
CUSIP NO. 024456 10 5 PAGE 8 OF 15 PAGES
- -------------------- -------------------
reference to Exhibit 10.2 to the Issuer's Current
Report on Form 8-K, filed January 13, 1998).
SIGNATURE
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: January 16, 1998
American International Group, Inc.
By: /s/ Kathleen E. Shannon
-----------------------------
Name: Kathleen E. Shannon
Title: Vice President and
Secretary
<PAGE> 9
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 9 OF 15 PAGES
- -------------------- --------------------
ANNEX A
AMERICAN INTERNATIONAL GROUP, INC.
DIRECTORS
M. Bernard Aidinoff Sullivan & Cromwell
125 Broad Street
New York, New York 10004
Lloyd M. Bentsen Verner, Liipfert, Bernhard,
McPherson & Hand
2600 Texas Commerce Tower
600 Travis Street
Suite 2600
Houston, Texas 77002
Pei-yuan Chia 298 Bedford - Banksville Road
Bedford, New York 10506
Marshall A. Cohen Cassels, Brock & Blackwell
40 King Street West
20th Fl.
Toronto, Ontario M5H 3C2
Barber B. Conable, Jr. P.O. Box 218
Alexander, New York 14005
Martin S. Feldstein National Bureau of Economic
Research, Inc.
1050 Massachusetts Avenue
Cambridge, Massachusetts 02138
Leslie L. Gonda International Lease Finance
Corporation
1999 Avenue of the Stars
Los Angeles, California 90067
Evan G. Greenberg American International Group,
Inc.
70 Pine Street
New York, New York 10270
M. R. Greenberg American International Group,
Inc.
70 Pine Street
New York, New York 10270
<PAGE> 10
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 10 OF 15 PAGES
- -------------------- --------------------
Carla A. Hills Hills & Company
1200 19th Street, N.W. 5th Fl.
Washington, DC 20036
Frank J. Hoenemeyer 7 Harwood Drive
Madison, New Jersey 07940
Edward E. Matthews American International Group,
Inc.
70 Pine Street
New York, New York 10270
Dean P. Phypers 220 Rosebrook Road
New Canaan, Connecticut 06840
Howard I. Smith American International Group,
Inc.
70 Pine Street
New York, New York 10270
Thomas R. Tizzio American International Group,
Inc.
70 Pine Street
New York, New York 10270
Edmund S.W. Tse American International
Assurance Co., Ltd.
1 Stubbs Road
Hong Kong
Frank G. Wisner American International Group,
Inc.
70 Pine Street
New York, New York 10270
<PAGE> 11
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 11 OF 15 PAGES
- -------------------- --------------------
AMERICAN INTERNATIONAL GROUP, INC.
EXECUTIVE OFFICERS
M.R. Greenberg Chairman & Chief
70 Pine Street Executive Officer
New York, New York 10270
Thomas R. Tizzio Senior Vice Chairman -
70 Pine Street General Insurance
New York, New York 10270
Edward E. Matthews Vice Chairman
70 Pine Street Investments & Financial
New York, New York 10270 Services
Edmund S.W. Tse Vice Chairman - Life
American International Insurance
Assurance Co., Ltd.
1 Stubbs Road
Hong Kong
Frank G. Wisner Vice Chairman - External
70 Pine Street Affairs
New York, New York 10270
Evan G. Greenberg President & Chief
70 Pine Street Operating Officer
New York, New York 10270
Edwin A.G. Manton Senior Advisor
70 Pine Street
New York, New York 12070
John J. Roberts Senior Advisor
70 Pine Street
New York, New York 10270
Ernest E. Stempel Senior Advisor
70 Pine Street
New York, New York 10270
Robert B. Sandler Executive Vice President
70 Pine Street - Senior Casualty Actuary
New York, New York 10270 & Senior Claims Officer
Howard I. Smith Executive Vice President,
70 Pine Street Chief Financial Officer &
New York, New York 10270 Comptroller
<PAGE> 12
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 12 OF 15 PAGES
- -------------------- --------------------
Lawrence W. English Senior Vice President -
70 Pine Street Administration
New York, New York 10270
Axel I. Freudmann Senior Vice President -
72 Wall Street Human Resources
New York, New York 10270
Win J. Neuger Senior Vice President &
70 Pine Street Chief Investment Officer
New York, New York 10270
Martin J. Sullivan Senior Vice President -
70 Pine Street Foreign General Insurance
New York, New York 10270
Florence A. Davis Vice President & General
70 Pine Street Counsel
New York, New York 10270
William N. Dooley Vice President &
70 Pine Street Treasurer
New York, New York 10270
Robert E. Lewis Vice President & Chief
70 Pine Street Credit Officer
New York, New York 10270
Frank Petralito II Vice President & Director
70 Pine Street of Taxes
New York, New York 10270
Kathleen E. Shannon Vice President, Secretary
70 Pine Street & Associate General
New York, New York 10270 Counsel
John T. Wooster, Jr. Vice President -
72 Wall Street Communications
New York, New York 10270
<PAGE> 13
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 13 OF 15 PAGES
- -------------------- --------------------
STARR INTERNATIONAL COMPANY, INC.
EXECUTIVE OFFICERS & DIRECTORS
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
Evan G. Greenberg 70 Pine Street
Director New York, New York 10270
Maurice R. Greenberg 70 Pine Street
Director & Chairman of New York, New York 10270
the Board
Joseph C.H. Johnson American International
Director, President Building
& Treasurer Richmond Road
Pembroke 543 Bermuda
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Edward E. Matthews 70 Pine Street
Director New York, New York 10270
L. Michael Murphy American International
Director, Vice President Building
& Secretary Richmond Road
Pembroke 543 Bermuda
John J. Roberts 70 Pine Street
Director New York, New York 12070
Robert M. Sandler 70 Pine Street
Director New York, New York 10270
Howard I. Smith 70 Pine Street
Director New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Thomas R. Tizzio 70 Pine Street
Director New York, New York 10270
Edmund S.W. Tse 1, Stubbs Road
Director Hong Kong
<PAGE> 14
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 14 OF 15 PAGES
- -------------------- --------------------
THE STARR FOUNDATION
EXECUTIVE OFFICERS & DIRECTORS
M.R. Greenberg 70 Pine Street
Director and Chairman New York, New York 10270
T.C. Hsu 70 Pine Street
Director and President New York, New York 10270
Marion Breen 70 Pine Street
Director and Vice President New York, New York 10270
John J. Roberts 70 Pine Street
Director New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Gladys Thomas 70 Pine Street
Vice President New York, New York 10270
Frank Tengi 70 Pine Street
Treasurer New York, New York 10270
Ida Galler 70 Pine Street
Secretary New York, New York 10270
<PAGE> 15
- -------------------- --------------------
CUSIP NO. 024456 10 5 PAGE 15 OF 15 PAGES
- -------------------- --------------------
C.V. STARR & CO., INC.
EXECUTIVE OFFICERS & DIRECTORS
Houghton Freeman 1880 Mountain Road, #14
Director Stowe, Vermont 05672
E.G. Greenberg 70 Pine Street
Director & Executive Vice President New York, New York 10270
Maurice R. Greenberg 70 Pine Street
Director, President & New York, New York 10270
Chief Executive Officer
Edwin A.G. Manton 70 Pine Street
Director New York, New York 10270
Edward E. Matthews 70 Pine Street
Director, Senior Vice New York, New York 10270
President & Secretary
John J. Roberts 70 Pine Street
Director New York, New York 10270
Robert M. Sandler 70 Pine Street
Director & Vice President New York, New York 10270
Howard I. Smith 70 Pine Street
Director & Senior Vice President New York, New York 10270
Ernest E. Stempel 70 Pine Street
Director New York, New York 10270
Thomas R. Tizzio 70 Pine Street
Director & Senior Vice President New York, New York 10270
Edmund S.W. Tse 1, Stubbs Road
Director & Senior Vice President Hong Kong
Gary Nitzsche 70 Pine Street
Treasurer New York, New York 10270