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. 2)
Amerin Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
03070X106
--------------------------------------------
(CUSIP Number)
CUSIP NO. 03070X106 13G
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
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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
PN
CUSIP NO. 03070X106 13G
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
431,149
7. SOLE DISPOSITIVE POWER
431,149
8. SHARED DISPOSITIVE POWER
431,149
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
431,149
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
12. TYPE OF REPORTING PERSON
CO
CUSIP NO. 03070X106 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Morgan Stanley, Dean Witter, Discover & Co.
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
705,018
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
705,018
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,018
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
12. TYPE OF REPORTING PERSON
CO
CUSIP NO. 03070X106 13G
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 1,016,938
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,016,938
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,016,938
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2%
12. TYPE OF REPORTING PERSON
IC, CO
CUSIP NO. 03070X106 13G
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
1,350,189
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,350,189
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,189
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON
EP
CUSIP NO. 03070X106 13G
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
1,350,189
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,350,189
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,189
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON
IA, CO
CUSIP NO. 03070X106 13G
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 -0-
Person With
6. SHARED VOTING POWER
757,132
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
757,132
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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
EP
- --------
*Held by J.P. Morgan Investment Management Inc. (the
"Manager"). The Manager holds sole dispositive, voting and
proxy power with respect to 757,132 shares held on behalf of
the Long Term Investment Trust (f/k/a AT&T Master Pension
Trust). The Long Term Investment Trust disclaims beneficial
ownership over such shares.
CUSIP NO. 03070X106 13G
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
1,217,999
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,217,999
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,217,999
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
CUSIP NO. 03070X106 13G
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
996,195
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
996,195
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
996,195
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.1%
12. TYPE OF REPORTING PERSON
CO
CUSIP NO. 03070X106 13G
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 901,492
Person With
6. SHARED VOTING POWER
88,250
7. SOLE DISPOSITIVE POWER
901,492
8. SHARED DISPOSITIVE POWER
88,250
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
989,742
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 03070X106 13G
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 7,500
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
7,500
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
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
CUSIP NO. 03070X106 13G
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 6,875
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
6,875
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,875
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
CUSIP NO. 03070X106 13G
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 6,875
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
6,875
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,875
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
IN
CUSIP NO. 03070X106 13G
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 7,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
7,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 03070X106 13G
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 -0-
Person With
6. SHARED VOTING POWER
30,000
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
30,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 03070X106 13G
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 10,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
10,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
PN
CUSIP NO. 03070X106 13G
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 -0-
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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
CUSIP NO. 03070X106 13G
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, Dean Witter, Discover & Co.
("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
CUSIP NO. 03070X106 13G
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
CUSIP NO. 03070X106 13G
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 (as
amended, 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") 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
were, during its effectiveness, subject to the
Shareholders Agreement, which contained 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.
On May 16, 1997, the Shareholders agreed to release
Mr. Brafman, the BLP and the SB Trust from the terms
of the Shareholders Agreement. On October 22, 1997,
the remaining parties to the Shareholders Agreement
agreed to terminate the Shareholders Agreement. As of
such date, the Shareholders Agreement is of no
further force and effect.
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, 1997 of
the persons filing this statement:
CUSIP NO. 03070X106 13G
============================================================================
Beneficial
Ownership at % at
12/31/97 (1) 12/31/97 (2)
- ----------------------------------------------------------------------------
MSLEF II -0- 0.0%
- ----------------------------------------------------------------------------
MSLEF II, Inc. 431,149 1.8%
- ----------------------------------------------------------------------------
Morgan Stanley(3) 705,018 2.9%
- ----------------------------------------------------------------------------
Aetna 1,016,938 4.2%
- ----------------------------------------------------------------------------
First Plaza (4) 1,350,189 5.3%
- ----------------------------------------------------------------------------
GMIMCo (4) 1,350,189 5.3%
- ----------------------------------------------------------------------------
LTIT (5) 757,132 3.1%
- ----------------------------------------------------------------------------
JPM&Co (6) 1,217,999 4.9%
- ----------------------------------------------------------------------------
JPMCC (7) 996,195 4.1%
- ----------------------------------------------------------------------------
Mr. Friedman (8) 989,742 4.0%
- ----------------------------------------------------------------------------
The Foundation 7,500 0.0%
- ----------------------------------------------------------------------------
The SBF Trust 6,875 0.0%
- ----------------------------------------------------------------------------
Ms. Friedman 6,875 0.0%
- ----------------------------------------------------------------------------
Mr. Rand 7,000 0.0%
- ----------------------------------------------------------------------------
Mr. Brafman (9) 30,000 0.1%
- ----------------------------------------------------------------------------
The BLP 10,000 0.0%
- ----------------------------------------------------------------------------
The SB Trust -0- 0.0%
============================================================================
(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 24,488,728 shares of Common Stock and
1,656,909 shares of Nonvoting Common Stock, par value $.01 per share (the
"Nonvoting Common Stock"), outstanding as of December 31, 1997, which numbers
were obtained from the Company.
(3) Includes the 431,149 shares held by MSLEF II, Inc., which
is 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, Inc. Also includes 273,869 shares held by Morgan
Stanley Leveraged Equity Holdings, which is a wholly-owned subsidiary of Morgan
Stanley. Morgan Stanley may be deemed to have shared voting and dispositive
power with respect to shares held by MSLEF II, Inc.
(4) Includes 752,547 shares of Common Stock issuable upon
conversion of an equal number of shares of Nonvoting Common
CUSIP NO. 03070X106 13G
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 1,350,189 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 1,350,189 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 1,350,189 shares of Common Stock by
the Trustee is disclaimed. First Plaza and GMIMCo intend to file a report
separately on Schedule 13G with respect to their holdings of Common Stock.
(5) Includes 226,042 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. All shares are held by the Manager. The Manager holds sole
dispositive, voting and proxy power with respect to 757,132 shares held on
behalf of LTIT. LTIT disclaims beneficial ownership over such shares.
(6) Includes the shares held by 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. Also includes 759,132 shares held by
the Manager, including the 757,132 shares described in note (4), and 23,672
shares held by Morgan Guaranty Trust Company of New York.
(7) Includes 117,320 shares of Common Stock issuable upon
conversion of an equal number of shares of Nonvoting Common Stock. JPMCC also
holds 561,000 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.
(8) Includes an aggregate of 88,250 shares of Common Stock
held by the Foundation, the SBF Trust, Ms. Friedman, Mr. Rand and two other
trusts, 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, Mr. Rand and the two other trusts.
(9) Represents an aggregate of 30,000 shares of Common Stock
held by the BLP and a trust not a party to the Shareholders Agreement, 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:
If this statement is being filed to report the
fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of
more than five percent of the class of
securities, check the following [ x ].
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
---------------------------
CUSIP NO. 03070X106 13G
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 17, 1998
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, DEAN WITTER,
DISCOVER & CO.
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/ Bernadette J. Rist
------------------------------------
Name: Bernadette Rist
Title: Authorized Signatory
CUSIP NO. 03070X106 13G
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Margaret M. Eisen
------------------------------------
Name: Margaret M. Eisen
Title: Managing Director
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/ J. Edmund Colloton
------------------------------------
Name: J. Edmund Colloton, Esq.
Title: Vice President and Assistant
General Counselor
CUSIP NO. 03070X106 13G
Page 28 of Pages
J.P. MORGAN CAPITAL CORPORATION
By: /s/ J. Edmund Colloton
------------------------------------
Name: J. Edmund Colloton, Esq.
Title: Vice President
/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
CUSIP NO. 03070X106 13G
/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
CUSIP NO. 03070X106 13G
Exhibit Index
Exhibit Page
1. Names of Reporting Persons
CUSIP NO. 03070X106 13G
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, Dean Witter, Discover & Co.
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
