UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement
Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Amerin Corporation
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- -----------------------------------------------------------------------------
(Title of Class of Securities)
03070X106
---------------
(CUSIP Number)
Page 1 of 31 Pages
Exhibit Index on Page 30
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Morgan Stanley Leveraged Equity Fund II, L.P.
06-6312775
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
6. SHARED VOTING POWER
4,654,625
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
4,654,625
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,654,625
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.3%
12. TYPE OF REPORTING PERSON
PN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Morgan Stanley Leveraged Equity Fund II, Inc.
06-1214256
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
6. SHARED VOTING POWER
4,654,625
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
4,654,625
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,654,625
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.3%
12. TYPE OF REPORTING PERSON
CO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Morgan Stanley Group Inc.
13-2838811
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
6. SHARED VOTING POWER
4,654,625
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
4,654,625
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,654,625
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.3%
12. TYPE OF REPORTING PERSON
CO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Aetna Life Insurance Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 1,525,875
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,525,875
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,525,875
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON
IC, CO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
First Plaza Group Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
6. SHARED VOTING POWER
1,606,125
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,606,125
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,606,125
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
12. TYPE OF REPORTING PERSON
EP
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
General Motors Investment Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
6. SHARED VOTING POWER
1,606,125
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,606,125
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,606,125
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
12. TYPE OF REPORTING PERSON
IA, CO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Long Term Investment Trust (f/k/a AT&T Master
Pension Trust)(*)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 816,125
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
816,125
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
816,125
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6%
12. TYPE OF REPORTING PERSON
EP
- --------------
(*) Held by the State Street Bank & Trust Co., as trustee of the Long Term
Investment Trust (f/k/a AT&T Master Pension Trust).
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
J.P. Morgan & Co. Incorporated
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
6. SHARED VOTING POWER
1,142,875
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,142,875
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,142,875
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
12. TYPE OF REPORTING PERSON
CO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
J.P. Morgan Capital Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting -0-
Person With
6. SHARED VOTING POWER
1,142,875
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,142,875
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,142,875
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.9%
12. TYPE OF REPORTING PERSON
CO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Gerald L. Friedman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 1,408,818
Person With
6. SHARED VOTING POWER
76,250
7. SOLE DISPOSITIVE POWER
1,408,818
8. SHARED DISPOSITIVE POWER
76,250
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,485,068
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Friedman Family Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 45,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
45,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Sarah Beth Friedman 1989 Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 10,375
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
10,375
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,375
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Rachael L. Friedman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 10,375
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
10,375
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,375
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Daniel B. Rand
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 10,500
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
10,500
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Stuart M. Brafman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 356,634
Person With
6. SHARED VOTING POWER
128,400
7. SOLE DISPOSITIVE POWER
356,634
8. SHARED DISPOSITIVE POWER
128,400
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
485,034
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.2%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Brafman Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
Numbers of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 83,400
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
83,400
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,400
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%
12. TYPE OF REPORTING PERSON
PN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Stuart Brafman Charitable Remainder Annuity Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 45,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
45,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE OF REPORTING PERSON
OO
Item 1(a). Name of Issuer:
Amerin Corporation (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
200 East Randolph Drive, 49th Floor
Chicago, Illinois 60601-7125
Item 2(a). Names of Persons Filing:
The Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF
II")
Morgan Stanley Leveraged Equity Fund II, Inc. ("MSLEF II,
Inc.")
Morgan Stanley Group Inc. ("Morgan Stanley")
Aetna Life Insurance Company ("Aetna")
First Plaza Group Trust ("First Plaza")
General Motors Investment Management Corporation
("GMIMCo")
Long Term Investment Trust (f/k/a AT&T Master Pension
Trust) ("LTIT")
J.P. Morgan & Co. Incorporated ("JPM&Co")
J.P. Morgan Capital Corporation ("JPMCC")
Gerald L. Friedman ("Mr. Friedman")
The Friedman Family Foundation (the "Foundation")
The Sarah Beth Friedman 1989 Trust (the "SBF Trust")
Rachael L. Friedman ("Ms. Friedman")
Daniel B. Rand ("Mr. Rand")
Stuart M. Brafman ("Mr. Brafman")
The Brafman Limited Partnership (the "BLP")
The Stuart Brafman Charitable Remainder Annuity Trust
(the "SB Trust")
In accordance with Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
each person filing this statement acknowledges that it is
responsible for the completeness and accuracy of the
information contained herein concerning that person but
is not responsible for the completeness or accuracy of
the information concerning the other persons making the
filing, unless such person knows or has reason to believe
that such information is inaccurate.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The business address of each of MSLEF II and MSLEF II,
Inc. is 1221 Avenue of the Americas, New York, New York
10020.
The business address of Morgan Stanley is 1585 Broadway,
New York, New York 10036.
The business address of Aetna is 151 Farmington Avenue,
Hartford, Connecticut 06156.
The business address of First Plaza is c/o Mellon Bank,
N.A., One Mellon Bank Center, Pittsburgh, Pennsylvania
15258.
The business address of GMIMCo is 767 Fifth Avenue, New
York, New York 10153.
The business address of LTIT is c/o AT&T Investment
Management Corporation, One Oak Way, Berkeley Heights,
New Jersey 07922.
The business address of each of JPM&Co and JPMCC is 60
Wall Street, New York, New York 10260.
The address of each of Mr. Friedman, the Foundation and
the SBF Trust is c/o Amerin Corporation, 200 East
Randolph Drive, 49th Floor, Chicago, Illinois 60601-7125.
The address of Ms. Friedman is 400 West Deming Place,
Apt. 5L, Chicago, Illinois 60614.
The address of Mr. Rand is 1514 Bellevue Ave., Apt. 711,
Seattle, Washington 98122.
The address of each of Mr. Brafman, the BLP and the SB
Trust is 161 East Chicago Ave., Unit 30B, Chicago,
Illinois 60610.
Item 2(c). Citizenship:
Each of the persons filing this statement is a United
States citizen, a corporation or limited partnership
organized under the laws of a state of the United States
or a trust created or governed under the laws of a state
of the United States.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
03070X106
Item 3. Type of Reporting Person: N/A
Item 4. Ownership:
(a), (b) and (c)
MSLEF II, Aetna, First Plaza, LTIT, JPMCC, Mr. Friedman
and Mr. Brafman (collectively, the "Initial
Shareholders") and the Company entered into an Amended
and Restated Shareholders Agreement (the "Shareholders
Agreement") dated as of November 1, 1995. The
Foundation, the SBF Trust, Ms. Friedman, Mr. Rand, the
BLP and the SB Trust (collectively with the Initial
Shareholders, the "Shareholders") have subsequently
agreed to be bound by the terms of the Shareholders
Agreement. All of the shares of Common Stock and
Nonvoting Common Stock, par value $.01 per share (the
"Nonvoting Common Stock"), of the Company, covered by
this statement are subject to the Shareholders Agreement,
which contains provisions regarding, among other things,
restrictions on transferability of the Common Stock and
certain agreements as to voting and sales or other
dispositions of the Common Stock. The parties to the
Shareholders Agreement (other than the Company) and
certain of their affiliates are filing this Schedule
13G jointly. The filing of this statement should not
be construed as an admission by any person that such
person is, for purposes of Section 13(d) or 13(g) of
the Exchange Act, the beneficial owner of any
securities covered by this statement, other than the
securities set forth opposite such person's name in
the table below. The table below indicates the
beneficial ownership of Common Stock as of December
31, 1996 of the persons filing this statement:
- ------------------------------------------------------------------
Beneficial
Ownership at % at
12/31/96 (1) 12/31/96 (2)
- ------------------------------------------------------------------
MSLEF II (3) 4,654,625 20.3%
- ------------------------------------------------------------------
MSLEF II, Inc. (3) 4,654,625 20.3%
- ------------------------------------------------------------------
Morgan Stanley (3) 4,654,625 20.3%
- ------------------------------------------------------------------
Aetna (4) 1,525,875 6.7%
- ------------------------------------------------------------------
First Plaza (5) 1,606,125 6.8%
- ------------------------------------------------------------------
GMIMCo (5) 1,606,125 6.8%
- ------------------------------------------------------------------
LTIT (6) 816,125 3.6%
- ------------------------------------------------------------------
JPM&Co (7) 1,142,875 4.9%
- ------------------------------------------------------------------
JPMCC (7) 1,142,875 4.9%
- ------------------------------------------------------------------
Mr. Friedman (8) 1,485,068 6.6%
- ------------------------------------------------------------------
The Foundation 45,000 0.2%
- ------------------------------------------------------------------
The SBF Trust 10,375 0.0%
- ------------------------------------------------------------------
Ms. Friedman 10,375 0.0%
- ------------------------------------------------------------------
Mr. Rand 10,500 0.0%
- ------------------------------------------------------------------
Mr. Brafman (9) 485,034 2.2%
- ------------------------------------------------------------------
The BLP 83,400 0.4%
- ------------------------------------------------------------------
The SB Trust 45,000 0.2%
- ------------------------------------------------------------------
(1) Each person has sole voting and dispositive power with
respect to the shares shown as beneficially owned, except as indicated below.
(2) Based on the 22,471,214 shares of Common Stock
outstanding as of December 31, 1996, which number was obtained from Amerin
Corporation.
(3) Includes 510,000 shares of Common Stock issuable upon
conversion of an equal number of shares of Nonvoting Common Stock. The sole
general partner of MSLEF II is MSLEF II, Inc., a wholly-owned subsidiary of
Morgan Stanley. MSLEF II, Inc. and Morgan Stanley may be deemed to have
shared voting and dispositive power with respect to shares held by MSLEF II.
(4) Includes 136,250 shares of Common Stock issuable upon
conversion of an equal number of shares of Nonvoting Common Stock.
(5) Includes 1,288,250 shares of Common Stock issuable upon
conversion of an equal number of shares of Nonvoting Common Stock. Mellon
Bank, N.A. acts as the trustee (the "Trustee") for First Plaza, a trust
organized for the benefit of certain employee benefit plans of General Motors
Corporation and its subsidiaries. The 1,606,125 shares of Common Stock held
by the Trustee may be deemed to be beneficially owned by GMIMCo, a
wholly-owned subsidiary of General Motors Corporation. GMIMCo is serving as
First Plaza's investment manager with respect to the 1,606,125 shares of
Common Stock held by the Trustee and in that capacity it has sole power to
direct the Trustee as to voting and disposition of such shares. Because of
the Trustee's limited role, beneficial ownership of the 1,606,125 shares of
Common Stock by the Trustee is disclaimed.
(6) Includes 498,250 shares of Common Stock issuable upon
conversion of an equal number of shares of Nonvoting Common Stock. Leeway &
Co. is the party to the Shareholders Agreement as nominee for LTIT.
(7) Includes 825,000 shares of Common Stock issuable upon
conversion of an equal number of shares of Nonvoting Common Stock. JPMCC also
holds 351,875 shares of Nonvoting Common Stock which JPMCC is not permitted to
convert into Common Stock under the terms of Amerin Corporation's Certificate
of Incorporation and regulatory requirements applicable to JPMCC. The parent
corporation of JPMCC is JPM&Co. JPM&Co may be deemed to have shared voting
and dispositive power with respect to shares held by JPMCC.
(8) Includes an aggregate of 76,250 shares of Common Stock
held by the Foundation, the SBF Trust, Ms. Friedman and Mr. Rand, with respect
to which Mr. Friedman may be deemed to have shared voting and dispositive
power. Mr. Friedman disclaims beneficial ownership of the shares held by the
SBF Trust, Ms. Friedman and Mr. Rand.
(9) Includes an aggregate of 128,400 shares of Common Stock
held by the BLP and the SB Trust, with respect to which Mr. Brafman may be
deemed to have shared voting and dispositive power.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
N/A
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
N/A
----------------
SIGNATURE
After reasonable inquiry and to the best of the knowledge and
belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 13, 1997
THE MORGAN STANLEY LEVERAGED EQUITY FUND II,
L.P.
By: Morgan Stanley Leveraged Equity Fund
II, Inc., its general partner
By: /s/ Peter Vogelsang
-----------------------------------
Name: Peter Vogelsang
Title: Secretary
MORGAN STANLEY LEVERAGED EQUITY FUND II, INC.
By: /s/ Peter Vogelsang
-----------------------------------
Name: Peter Vogelsang
Title: Secretary
MORGAN STANLEY GROUP INC.
By: /s/ Peter Vogelsang
-----------------------------------
Name: Peter Vogelsang
Title: Authorized Signatory
AETNA LIFE INSURANCE COMPANY
By: /s/ Allan J. Vartelas
-----------------------------------
Name: Allan J. Vartelas
Title: Assistant Vice President
FIRST PLAZA GROUP TRUST
By: Mellon Bank, N.A., solely in its capacity
as Trustee for FIRST PLAZA GROUP TRUST, (as
directed by General Motors Investment
Management Corporation), and not in its
individual capacity
By: /s/ Laurie A. Adams
-----------------------------------
Name: Laurie A. Adams
Title: Trust Officer
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ W. Allen Reed
-----------------------------------
Name: W. Allen Reed
Title: President
LONG TERM INVESTMENT TRUST
By: AT&T Investment Management Corporation
as named fiduciary of Trust
By: /s/ Peter Rosoff
-----------------------------------
Name: Peter Rosoff
Title: Vice President
J.P. MORGAN & CO. INCORPORATED
By: /s/ Carolyn Monroe-Koatz
-----------------------------------
Name: Carolyn Monroe-Koatz
Title: Vice President & Assistant
General Counsel
J.P. MORGAN CAPITAL CORPORATION
By: /s/ Peter H. Gleason
-----------------------------------
Name: Peter H. Gleason
Title: Manager
/s/ Gerald L. Friedman
-----------------------------------
Gerald L. Friedman
THE FRIEDMAN FAMILY FOUNDATION
By: /s/ Gerald L. Friedman
-----------------------------------
Name: Gerald L. Friedman
Title: Trustee
THE SARAH BETH FRIEDMAN 1989 TRUST
By: /s/ Donald S. Taitelman
-----------------------------------
Name: Donald S. Taitelman
Title: Trustee
/s/ Rachael L. Friedman
-----------------------------------
Rachael L. Friedman
/s/ Daniel B. Rand
-----------------------------------
Daniel B. Rand
/s/ Stuart M. Brafman
-----------------------------------
Stuart M. Brafman
THE BRAFMAN LIMITED PARTNERSHIP
By: /s/ Stuart M. Brafman
-----------------------------------
Name: Stuart M. Brafman
Title: General Partner
THE STUART BRAFMAN CHARITABLE REMAINDER
ANNUITY TRUST
By: /s/ Max Bartelstein
-----------------------------------
Name: Max Bartelstein
Title: Trustee
Exhibit Index
Exhibit Page
- ------------------ ------
1. Names of Reporting Persons 31
EXHIBIT 1
Names of Reporting Persons
--------------------------
1. The Morgan Stanley Leveraged Equity Fund II, L.P.
2. Morgan Stanley Leveraged Equity Fund II, Inc.
3. Morgan Stanley Group Inc.
4. Aetna Life Insurance Company
5. First Plaza Group Trust
6. General Motors Investment Management Corporation
7. Long Term Investment Trust
8. J.P. Morgan & Co. Incorporated
9. J.P. Morgan Capital Corporation
10. Gerald L. Friedman
11. The Friedman Family Foundation
12. The Sarah Beth Friedman 1989 Trust
13. Rachael L. Friedman
14. Daniel B. Rand
15. Stuart M. Brafman
16. The Brafman Limited Partnership
17. The Stuart Brafman Charitable Remainder Annuity Trust
