-----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, Wp8xTSWI0D+Hnqhcah1pTNE5dU4ZUCrtEX9tEskhDtv/Ha/sa3/qVAnS1QnpkD7t HokbzngXWCfCZHJY1HkHhw== 0000950144-97-009205.txt : 19970815 0000950144-97-009205.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950144-97-009205 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NASD 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-13137 FILM NUMBER: 97661972 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 10-Q 1 AMERICAN BANKERS INS. GROUP, INC. 10-Q 06/30/97 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _________ AMERICAN BANKERS INSURANCE GROUP, INC. 11222 QUAIL ROOST DRIVE MIAMI, FLORIDA 33157 (305) 253-2244 Commission File Number: 0-9633 State of Incorporation: Florida I.R.S. Employer Identification Number: 59-1985922 Indicate, by check mark, whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- Common Stock - Par Value $1.00 20,849,597 Shares Outstanding on August 5, 1997 1 2 Form 10-Q Company or group of companies for which report is filed: AMERICAN BANKERS INSURANCE GROUP, INC. This quarterly report, filed pursuant to Rule 13A-13 of the General Rules and Regulations under the Securities Exchange Act of 1934, consists of the following information as specified in Form 10-Q. PART I - FINANCIAL INFORMATION - ------------------------------ ITEM 1 - Financial Statements 1. Consolidated Balance Sheets at June 30, 1997 and December 31, 1996. 2. Consolidated Statements of Income for the three months ended June 30, 1997 and 1996. 3. Consolidated Statements of Income for the six months ended June 30, 1997 and 1996. 4. Consolidated Statements of Cash Flows for the six months ended June 30, 1997 and 1996. 5. Notes to Consolidated Financial Statements. ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. PART II - OTHER INFORMATION - --------------------------- ITEM 1 - Legal Proceedings ITEM 4 - Submission of matters to a vote of security holders ITEM 6 - Exhibits and Reports a. Exhibits. The following exhibits are included herein: (11) Statement re: computation of earnings per share (27) Financial Data Schedule b. Report on Form 8-K. None 2 3 Form 10-Q SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN BANKERS INSURANCE GROUP, INC. August 13, 1997 Date /s/ Robert Hill ----------------------------- Robert Hill Principal Accounting Officer 3 4 PART I FINANCIAL INFORMATION 4 5 AMERICAN BANKERS INSURANCE GROUP, INC. CONSOLIDATED BALANCE SHEETS JUNE 30, 1997 AND DECEMBER 31, 1996 (in thousands)
1997 1996 ------------ ----------- ASSETS (unaudited) Investments Held-to-Maturity securities, at amortized cost $ 853,541 $ 851,146 Available-for-Sale securities, at approximate market value 871,493 805,124 Trading securities, at fair value -- 9,038 Equity securities, at approximate market value 110,378 112,895 Mortgage loans on real estate 9,848 10,236 Policy loans 8,759 8,290 Short-term and other investments 200,575 171,674 ----------- ----------- Total investments 2,054,594 1,968,403 ----------- ----------- Cash 7,579 30,434 Accounts receivable, net of allowance for doubtful accounts of $3,932 in 1997 and $4,526 in 1996 114,307 128,963 Reinsurance receivable 217,317 202,626 Accrued investment income 25,328 24,296 Deferred policy acquisition costs 416,615 387,993 Prepaid reinsurance premiums 450,367 507,077 Other assets 213,291 219,711 ----------- ----------- Total assets $ 3,499,398 $ 3,469,503 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Policy liabilities $ 297,309 $ 291,756 Unearned premiums 1,304,650 1,291,142 Claim liabilities 513,867 487,596 ----------- ----------- 2,115,826 2,070,494 Other policyholders' funds 5,822 6,795 Notes payable 241,811 222,490 Deferred income taxes 40,032 40,795 Accrued commissions and other expenses 123,575 156,896 Other liabilities 214,735 261,826 ----------- ----------- Total liabilities 2,741,801 2,759,296 ----------- ----------- Commitments and Contingencies (Note 4) STOCKHOLDERS' EQUITY Preferred Stock. $3.125 Series B Cumulative Convertible Preferred Stock Authorized 3,500 shares. Issued and Outstanding: 2,300 shares in 1997 and 1996 $ 115,000 $ 115,000 Common stock of $1 par value. Authorized 100,000 shares. Issued and outstanding: 1997-20,816 shares; 1996-20,530 shares 20,816 20,530 Additional paid-in capital 226,441 217,939 Net unrealized investment and foreign exchange gains 3,521 7,437 Retained earnings 402,311 359,359 Less: Treasury stock, at cost - 93 shares in 1997 and 93 shares in 1996 (1,426) (1,426) Unamortized restricted stock (5,878) (4,382) Collateralization of loan to Leveraged Employee Stock Ownership Plan (3,188) (4,250) ----------- ----------- Total stockholders' equity 757,597 710,207 ----------- ----------- Total liabilities and stockholders' equity $ 3,499,398 $ 3,469,503 =========== ===========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 5 6 AMERICAN BANKERS INSURANCE GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THREE MONTHS ENDED JUNE 30, 1997 AND 1996 (in thousands except per common share data) (unaudited)
1997 1996 -------- -------- Gross collected premiums $666,605 $601,382 ======== ======== Premiums and other revenues: Net premiums earned $365,011 $346,777 Net investment income 33,342 28,765 Realized investment gains 3,104 4,992 Other income 4,583 5,454 -------- -------- Total premiums and other revenues 406,040 385,988 -------- -------- Benefits and expenses: Net benefits, claims, losses and settlement expenses 134,038 132,159 Commissions 148,862 144,939 Operating expense 78,907 69,210 Interest expense 4,062 4,425 -------- -------- Total benefits and expenses 365,869 350,733 -------- -------- Income before taxes 40,171 35,255 -------- -------- Income tax expense: Current 14,074 12,383 Deferred (2,521) (2,188) -------- -------- 11,553 10,195 -------- --------- Net Income $ 28,618 $ 25,060 ======== ======== PER COMMON SHARE AND COMMON EQUIVALENT SHARE DATA Primary: Net Income $ 1.27 $ 1.19 ======== ======== Weighted average number of shares outstanding 21,051 20,972 ======== ======== Fully diluted: Net Income $ 1.22 $ 1.19 ======== ======== Weighted average number of shares outstanding 23,506 21,047 ======== ======== Dividends per common share $ 0.21 $ 0.20 ======== ========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6 7 AMERICAN BANKERS INSURANCE GROUP, INC. CONSOLIDATED STATEMENTS OF INCOME FOR SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (in thousands except per common share data) (unaudited)
1997 1996 ----------- ----------- Gross collected premiums $ 1,303,731 $ 1,206,031 =========== =========== Premiums and other revenues: Net premiums earned $ 728,786 $ 688,631 Net investment income 65,448 56,204 Realized investment gains 5,034 6,021 Other income 11,653 10,829 ----------- ----------- Total premiums and other revenues 810,921 761,685 ----------- ----------- Benefits and expenses: Net benefits, claims, losses and settlement expenses 272,928 279,517 Commissions 300,499 272,633 Operating expense 151,990 134,867 Interest expense 8,019 8,526 ----------- ----------- Total benefits and expenses 733,436 695,543 ----------- ----------- Income before taxes 77,485 66,142 ----------- ----------- Income tax expense: Current 23,578 19,682 Deferred (1,130) 764 ----------- ----------- 22,448 20,446 ----------- ----------- Net Income $ 55,037 $ 45,696 =========== =========== PER COMMON SHARE AND COMMON EQUIVALENT SHARE DATA Primary: Net Income $ 2.45 $ 2.18 =========== =========== Weighted average number of shares outstanding 20,971 20,949 =========== =========== Fully diluted: Net Income $ 2.35 $ 2.18 =========== =========== Weighted average number of shares outstanding 23,427 21,028 =========== =========== Dividends per common share $ 0.41 $ 0.39 =========== ===========
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 7 8 AMERICAN BANKERS INSURANCE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (in thousands) (unaudited)
1997 1996 ----------- ----------- OPERATING ACTIVITIES: Net income $ 55,037 $ 45,696 Adjustments to reconcile net income to net cash provided by operating activities: Change in policy liabilities, unearned premiums, claim liabilities, reinsurance receivable and prepaid reinsurance premiums 77,599 106,755 Change in other assets and other liabilities (27,235) (53,155) Decrease in accounts receivable 14,656 8,292 Increase in accrued investment income (1,032) (1,016) (Decrease) increase in accrued commission and expenses (33,321) 34,664 (Decrease) increase in policyholders' funds (973) 33 Increase in policy loans (469) (302) Amortization of deferred policy acquisition costs 272,162 95,398 Amortization of cost of insurance acquired 759 958 Policy acquisition costs deferred (300,786) (135,630) Provision for amortization and depreciation 6,205 4,109 Provision for deferred income taxes (354) 764 Net gain on sale of investments (5,034) (6,021) Compensation and tax effect on stock option shares 1,091 2,108 Net cash flow from purchases and sales of trading securities 8,880 (2,794) ---------- ---------- Net cash provided by operating activities 67,185 99,859 ---------- ---------- INVESTING ACTIVITIES: Purchase of investments Held-to-maturity securities (51,457) (171,972) Available-for-sale securities (809,411) (108,026) Proceeds from sale of investments Available-for-sale securities 728,472 55,875 Mortgage loans 395 1,045 Real Estate 18 1,412 Proceeds from maturities of investments Held-to-maturity securities 36,734 38,025 Available-for-sale securities 34,465 25,563 Increase in short-term investments (29,502) (36,391) Transactions related to capital assets Capital expenditures (10,306) (6,027) Sales of capital assets 58 326 ---------- ---------- Net cash used in investing activities (100,534) (200,170) ---------- ---------- FINANCING ACTIVITIES: Proceeds from issuance of debt 20,384 138,147 Repayment of debt -- (37,000) Dividends paid to shareholders (12,050) (7,867) Proceeds from issuance of stock 2,080 773 Purchase of treasury stock -- (175) ---------- ---------- Net cash provided by financing activities 10,414 93,878 ---------- ---------- Net decrease in cash (22,935) (6,433) Cash at beginning of period 30,434 23,257 Rate change effect on cash flow 80 6 ---------- ---------- Cash at end of period $ 7,579 $ 16,830 ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 5,577 $ 9,239 Income taxes $ 21,222 $ 15,736
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 8 9 AMERICAN BANKERS INSURANCE GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1997 (UNAUDITED) 1. Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. These statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report Form 10-K for the year ended December 31, 1996. Certain items have been reclassed to conform with 1997 presentation. 2. Translation of Foreign Currencies Unrealized foreign exchange losses, totaling $13,114,000 and $9,688,000 as of June 30, 1997 and December 31, 1996 respectively, are included in Stockholders' Equity under the caption "Net unrealized investment and foreign exchange gains." 3. Reinsurance The Company accounts for reinsurance contracts under Financial Accounting Standards Board's Statement 113. The Company recognizes the income on reinsurance contracts principally on a pro-rata basis over the life of the policies covered under the reinsurance agreements. Reinsurance Recoverables on Unpaid Losses are included as an asset in the Balance Sheet under the caption "Reinsurance Receivable." Ceded Unearned Premiums are included as an asset in the Balance Sheet under the caption "Prepaid Reinsurance Premiums." The effect of reinsurance on premiums earned is as follows for the six months and three months ended June 30, 1997 and 1996: (in thousands) Six Months Ended JUNE 30, 1997 JUNE 30, 1996 ------------- ------------- Direct premiums $1,221,413 $1,091,700 Reinsurance assumed 80,862 58,881 Reinsurance ceded (573,489) (461,950) ---------- ---------- Net premiums earned $ 728,786 $ 688,631 ========== ========== (in thousands) Three Months Ended JUNE 30, 1997 JUNE 30, 1996 ------------- ------------- Direct premiums $ 624,806 $ 553,796 Reinsurance assumed 45,791 39,446 Reinsurance ceded (305,586) (246,465) --------- --------- Net premiums earned $ 365,011 $ 346,777 ========= ========= Reinsurance ceded incurred losses for the six months ended June 30, 1997 and 1996, were $233,632,000 and $154,843,000 respectively. 9 10 4. Commitments and Contingencies For a comprehensive description of the Company's litigation, see Item III of the Company's 1996 Form 10-K. Alabama and Related Litigation: Certain of ABIG's subsidiaries, including ABIC, ABLAC and Voyager, are presently parties to a number of individual consumer and class action lawsuits pending in Alabama involving premium rate, marketing, disclosure, and policy coverage issues. While a number of similar suits have been filed in other jurisdictions, the insurance and finance industries have been targeted in Alabama by plaintiffs' lawyers who enjoy a favorable judicial climate. The Company typically has been named as a co-defendant with one or several retailer or finance companies who have sold the Company's product to a consumer. Other insurers are also joined as co-defendants in some of the suits. Although the Alabama lawsuits and similar suits pending in other jurisdictions generally involve relatively small amounts of actual or compensatory damages, they typically assert claims requesting substantial punitive awards or purport to represent a large class of policyholders. The Company denies any wrongdoing in any of these suits and believes that it has not engaged in any conduct that would warrant an award of punitive damages or that the class allegations have merit. The Company has been advised by legal counsel that it has meritorious defenses to all claims being asserted against it. While no one individual lawsuit is necessarily significant in terms of financial risk to the Company, the judicial climate in Alabama is such that the outcome of these cases is extremely unpredictable. Moreover, class action lawsuits to which the Company is a party do not lend themselves to potential damage calculation. Without admitting any wrongdoing, the Company has settled a number of these suits, but there are still a significant number of cases pending, and it is expected that more suits alleging essentially the same causes of action are likely to continue to be filed during 1997. The Company intends to continue to defend itself vigorously against all such suits and believes, based on information currently available, that any liabilities that could result are not expected to have a material adverse effect on the Company's financial position. The Company is involved with a number of cases in the ordinary course of business relating to insurance matters, or more infrequently, certain corporate matters. Generally, the Company's liability is limited to specific amounts relating to insurance or policy coverage for which provision has been made in the financial statements. Other cases involve general corporate matters which generally do not represent significant contingencies for the Company. 10 11 5. Segment Information Gross collected premiums, net premiums earned and income (loss) before federal income taxes are summarized as follows
(in thousands) Six Months Ended June 30, 1997 1996 ----------- ----------- GROSS COLLECTED PREMIUMS: Life $ 399,746 $ 367,374 Property and Casualty 903,985 838,657 ----------- ----------- Total $ 1,303,731 $ 1,206,031 =========== =========== NET PREMIUMS EARNED: Life $ 193,028 $ 197,861 Property and Casualty 535,758 490,770 ----------- ----------- Total $ 728,786 $ 688,631 =========== =========== INCOME (LOSS) BEFORE INCOME TAXES: Life $ 31,160 $ 35,317 Property and Casualty 60,946 44,118 Other (6,602) (4,767) ----------- ----------- 85,504 74,668 Interest Expense 8,019 8,526 ----------- ----------- Total Income before Income Taxes $ 77,485 $ 66,142 =========== ===========
6. Accounting for Investments The Company accounts for its investments according to the Financial Accounting Standards Board's Statement 115 Accounting for Certain Investments in Debt and Equity Securities. This Statement addresses the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. Those investments are to be classified in three categories and accounted for as follows: HELD-TO-MATURITY - Securities for which the enterprise has the positive intent and ability to hold to maturity. These securities are carried at amortized cost. TRADING SECURITIES - Securities that are bought and held principally for the purpose of selling them in the near term. These securities are carried at market value with the unrealized holding gain or loss included in earnings. AVAILABLE-FOR-SALE - Securities not classified as trading or held-to-maturity. These securities are carried at market value with the unrealized holding gain or loss reported as a separate component of equity, net of the income tax effect. 11 12 The detail of Cost and Statement Value for the Fixed Maturities and Equity Securities held at June 30, 1997 is as follows: (in thousands) Amortized Statement Cost Value ---------- ---------- FIXED MATURITIES ---------------- Held-to-Maturity Securities $ 853,541 $ 853,541 Available-for-Sale Securities 860,424 871,493 Trading Securities -- -- ---------- ---------- Total Fixed Maturities $1,713,965 $1,725,034 ========== ========== Net unrealized gain $ 11,069 ========== Market Cost Value -------- -------- EQUITY SECURITIES ----------------- Held-to-Maturity Securities $ -- $ -- Available-for-Sale Securities 95,949 110,378 Trading Securities -- -- -------- -------- Total Equity Securities $ 95,949 $110,378 ======== ======== Net unrealized gain $ 14,429 ======== The net unrealized gain for "Available-for-Sale Securities" decreased by $493,000 (net of $153,000 in deferred income taxes) from December 31, 1996 to June 30, 1997. There were no unrealized gains and losses from transfers of Held-to- Maturity Securities. An analysis of the realized gains and losses of the Company for the six months ended June 30, 1997, is as follows:
(in thousands) -------------- Gross realized gains from sales of Available-for-Sale Securities $ 13,942 Gross realized losses from sales of Available-for-Sale Securities (8,337) Gross realized gains from sales of Trading Securities 241 Gross realized losses from sales of Trading Securities (622) -------- Net realized gain from investment activity 5,224 Net realized loss from other investment activity (190) -------- Total realized gain $ 5,034 ========
The Company uses the specific identification method to determine cost for computing the realized gains and losses. 12 13 AMERICAN BANKERS INSURANCE GROUP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Gross collected premiums increased $65.2 million or 11% to $666.6 million for the three months ended June 30, 1997, from $601.4 million for the same period of 1996. Approximately 31% or $20.5 million of the increase came from the Company's largest product lines - Credit Unemployment and Credit A&H. During the three months ended June 30, 1997, total premiums and other revenues were $406.0 million, an increase of $20.0 million over total premiums and other revenues of $386.0 million for the same period in 1996. The increase includes an $18.2 million increase in net premiums earned. The overall growth in invested assets generated an additional $4.6 million of investment income for the second quarter of 1997 as compared to the same period of 1996. The benefits and claims ratio improved to 37% for the three months ended June 30, 1997, compared to 38% for the same period of 1996. Additionally, the commissions ratio improved to 41% for the three months ended June 30, 1997, from 42% for the same period of 1996. FINANCIAL CONDITION Stockholders' Equity increased $47.4 million from $710.2 million at December 31, 1996, to $757.6 million at June 30, 1997. The contribution of net income of $55.0 million was the primary cause for the increase. LIQUIDITY AND CAPITAL RESOURCES On June 30, 1997, $2.1 billion of securities, short-term investments and cash comprised 59% of the Company's total assets. The securities were principally readily marketable and did not include any significant concentration in private placements. The Company does not hold significant investments in equity securities; consequently, market changes in the equity securities markets do not significantly affect the investment portfolio. At the May 1997 Annual Stockholders meeting, shareholders approved an increase to the Company's authorized shares of Common Stock from 35,000,000 to 100,000,000. In July 1997, the Company transferred the listing of its common and preferred stock from the Nasdaq National Market to the New York Stock Exchange (NYSE). The Company believes that the NYSE listing will increase the potential investor base. The Company expects to continue its policy of paying regular cash dividends; however, future dividends are dependent on the Company's future earnings, capital requirements and financial condition. In addition, the payment of dividends is subject to the restrictions described in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 13 14 PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - SAFE HARBOR CAUTIONARY STATEMENT Except for the historical information contained herein, certain of the matters discussed in this quarterly report are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, which involve certain risks and uncertainties, including but not limited to, changes in general economic conditions, interest rates, consumer confidence, competition, environmental factors, and governmental regulations affecting the Company's operations. See the Company's Annual Report Form on 10-K for the year ended December 31, 1996, for a further discussion of these and other risks and uncertainties applicable to the Company's business. 14 15 PART II OTHER INFORMATION 15 16 ITEM 1 - LEGAL PROCEEDINGS Commitments and Contingencies information which appears on page 10 elsewhere in this report is incorporated by reference in this item. Additional information regarding litigation can be found in the Company's 1996 Annual Report on Form 10-K. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Stockholders meeting was held on May 23, 1997 at the Company's Headquarters. Proxies for the meeting were solicited pursuant to Regulation 14 under the Securities Act of 1934. The following matters were submitted to a vote by the shareholders:
Total Votes --------------------------------------- For Withheld Abstain 1. Amendment to the Third Amended and Restated 11,549,018 6,434,532 27,743 Articles of Incorporation of the Company to increase the authorized capital stock of the Company. 2. Amendment to the 1994 Amended and Restated 17,802,389 382,735 49,309 Directors' Deferred Compensation Plan to increase the number of shares of Common Stock reserved for issuance thereunder from 100,000 to 200,000. 3. American Bankers Insurance Group, Inc. 1997 12,558,214 5,543,187 54,289 Equity Incentive Plan. 4. Votes for the election of Directors: Gerald N. Gaston 19,104,262 71,991 Daryl L. Jones 19,099,021 77,232 Bernard P. Knoth 19,056,342 119,911 Albert H. Nahmad 19,099,838 76,415 George E. Williamson, II 19,099,557 76,696
All matters submitted were approved by the requisite vote. Continuing directors are: William H. Allen, Jr., Nicholas Buoniconti, Armando M. Codina, Peter J. Dolara, James F. Jorden, Jack F. Kemp, R. Kirk Landon, Malcolm G. MacNeill, Eugene M. Matalene, Jr., Robert C. Strauss, and Nicholas J. St. George . ITEM 6(a) - EXHIBITS Exhibit 11 - Statement Re: Computation of Earnings Per Share Exhibit 27 - Financial Data Schedule (for SEC use only) ITEM 6(b) - REPORTS ON FORM 8-K None 16 EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 ITEM 6(a) EXHIBITS EXHIBIT 11 - STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE (in thousands except per common share data)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 ---------------------------------------------- PRIMARY: 1997 1996 1997 1996 ---- ---- ---- ---- Weighted average shares outstanding 21,051 20,972 20,971 20,949 ======= ======= ======= ======= Net Income $28,618 $25,060 $55,037 $45,696 Less convertible preferred stock dividends 1,797 -- 3,594 -- ------- ------- ------- ------- Total $26,821 $25,060 $51,443 $45,696 ======= ======= ======= ======= Net Income - per share $1.27 $1.19 $2.45 $2.18 ======= ======= ======= ======= FULLY DILUTED: Weighted average of shares outstanding 21,051 20,972 20,971 20,949 Assumed conversion of common stock equivalents 8 75 9 79 Assumed conversion of convertible securities 2,447 -- 2,447 -- ------- ------- ------- ------- Total 23,506 21,047 23,427 21,028 ======= ======= ======= ======= Net income $28,618 $25,060 $55,037 $45,696 Add convertible debenture interest, net of federal income tax 58 61 114 123 ------- ------- ------- ------- Total $28,676 $25,121 $55,151 $45,819 ======= ======= ======= ======= Net income - per share $1.22 $1.19 $2.35 $2.18 ======= ======= ======= =======
17 EX-27 3 FINANCIAL DATA SCHEDULE
7 1,000 6-MOS DEC-31-1997 JAN-01-1997 JUN-30-1997 871,493 853,541 853,541 110,378 9,848 0 2,054,594 7,579 217,317 416,615 3,499,398 297,309 1,304,650 513,867 5,822 241,811 0 115,000 20,816 621,781 3,499,398 728,786 65,448 5,034 11,653 272,928 0 0 77,485 22,448 55,037 0 0 0 55,037 2.45 2.35 0 0 0 0 0 0 0
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