-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BeRwHf/y3UZg6K0Znyp4VVAwdnWXP/SZxUsOmMAp3hi6ov8qPEyCHw0A5U05oRIw oY11GXpBd4JPmWc0elAUnQ== 0000950123-98-000839.txt : 19980204 0000950123-98-000839.hdr.sgml : 19980204 ACCESSION NUMBER: 0000950123-98-000839 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971221 ITEM INFORMATION: FILED AS OF DATE: 19980203 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANKERS INSURANCE GROUP INC CENTRAL INDEX KEY: 0000350571 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591985922 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-13137 FILM NUMBER: 98520267 BUSINESS ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 BUSINESS PHONE: 3052532244 MAIL ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 8-K/A 1 AMERICAN BANKERS INSURANCE GROUP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of Earliest Event Reported) - December 21, 1997 --------------- AMERICAN BANKERS INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) FLORIDA 0-9633 59-1985922 (State or other jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 11222 Quail Roost Drive, Miami, Florida 33157-6596 (Address of principal executive offices) (Zip Code) (305) 253-2244 (Registrant's telephone number, including area code) --------------- Not applicable (Former name or address, if changed since last report) 2 Item 5. Other Events. The Current Report on Form 8-K for American Bankers Insurance Group, Inc., a Florida corporation ("American Bankers"), dated as of January 13, 1998, is hereby amended as follows: 1. On January 28, 1998 American Bankers, American International Group, Inc., a Delaware corporation ("AIG") and AIGF, Inc., a Florida corporation and a wholly-owned subsidiary of AIG ("AIGF") entered into Amendment No. 1 to the Agreement and Plan of Merger dated as of December 21, 1997, as amended and restated as of January 7, 1998 among American Bankers, AIG and AIGF (the "Merger Agreement") to amend the definition of "Election Deadline" contained therein. As so amended, the Election Deadline will occur on the third trading day prior to the date of the consummation of the Merger (as defined in the Merger Agreement) (see attached Exhibit A). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, American Bankers Insurance Group, Inc. has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN BANKERS INSURANCE GROUP, INC. By: /s/ Floyd G. Denison -------------------------------- Name: Floyd G. Denison Title: Executive Vice President, Finance Date: February 3, 1998 4 EXHIBIT A AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT No. 1, dated as of January 28, 1998 (the "Amendment"), to that certain Agreement and Plan of Merger, dated as of December 21, 1997, as amended and restated as of January 7, 1998 (the "Agreement"), among American Bankers Insurance Group, Inc., a Florida corporation ("ABIG"), American International Group, Inc., a Delaware corporation ("AIG") and AIGF, Inc., a Florida corporation and a wholly-owned subsidiary of AIG ("AIGF"). WHEREAS, pursuant to Section 9.2 of the Agreement, ABIG, AIG and AIGF have determined to amend Section 4.1(e) of the Agreement. NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, ABIG, AIG and AIGF hereby agree as follows: 1. All capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Agreement. 2. The first two sentences of the second paragraph in Section 4.1(e) of the Agreement are hereby deleted in their entirety and in lieu thereof the following shall be inserted: Parent and the Company each shall use its best efforts to make the Election Form available to all persons who become holders of record of Common Shares during the period between the record date for the Common Stockholders Meeting and 5:00 P.M., New York City time, on the third trading day prior to the date of the consummation of the Merger (the "Election Deadline"). Parent will publicly announce the Election Deadline not later than 10:00 A.M. on the trading day preceding the date on which the Election Deadline occurs. 3. As amended hereby, the Agreement shall remain and continue in full force and effect pursuant to its terms, and ABIG, AIG and AIGF hereby confirm all of the terms of the Agreement as amended by this Amendment No. 1. 4. This Amendment shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the law of the State of Delaware without regard to the conflict of law principles thereof. 5. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above. AMERICAN BANKERS INSURANCE GROUP, INC. By: /s/ GERALD N. GASTON --------------------------------------- Name: Gerald N. Gaston Title: Vice Chairman, President and Chief Executive Officer AMERICAN INTERNATIONAL GROUP, INC. By: /s/ HOWARD I. SMITH --------------------------------------- Name: Howard I. Smith Title: Executive Vice President AIGF, INC. By: /s/ HOWARD I. SMITH --------------------------------------- Name: Howard I. Smith Title: President -----END PRIVACY-ENHANCED MESSAGE-----