-----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, ExUfIutspT2ff9+g/+nn0s2NLv9M8OLiFW9hULhuHocNuWT4XThzZtqUx/s1RFPH tDvfPaAMowzBjQtWy9AN7w== 0000950123-98-001222.txt : 19980211 0000950123-98-001222.hdr.sgml : 19980211 ACCESSION NUMBER: 0000950123-98-001222 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980210 SROS: NYSE SUBJECT COMPANY: 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: DFAN14A SEC ACT: SEC FILE NUMBER: 001-13137 FILM NUMBER: 98529760 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132592361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 DFAN14A 1 AMERICAN BANKERS/AMERICAN INT'L: ADD'L MATERIALS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1998. SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMERICAN BANKERS INSURANCE GROUP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) AMERICAN INTERNATIONAL GROUP, INC. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No Fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11: (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which the transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 2 On February 10, 1998, American International Group, Inc. issued the following Press Release: [AIG LOGO] AMERICAN INTERNATIONAL GROUP, INC. 70 Pine Street New York, New York 10270 NEWS For information, please contact: Charlene M. Hamrah (Investment Community) (212) 770-7074 Joe Norton (News Media) (212) 770-3144 AIG REPORTS 1997 NET INCOME ROSE 15.0 PERCENT TO RECORD $3.33 BILLION NEW YORK, NY, February 10, 1998 - American International Group, Inc. (AIG) today reported that its net income for 1997 increased 15.0 percent to $3.33 billion from $2.90 billion in 1996. For the fourth quarter of 1997, net income totaled $884.6 million, an increase of 14.8 percent, compared to $770.2 million in the same period of 1996. Following is a summary table of fourth quarter and full year information (in millions, except per share amounts).
FOURTH QUARTER TWELVE MONTHS 1997 1996 Change 1997 1996 Change ---- ---- ------ ---- ---- ------ Net income, as reported $884.6 $770.2 14.8% $3,332.3 $2,897.3 15.0% Income, as adjusted* $870.8 $759.9 14.6% $3,257.6 $2,841.9 14.6% PER SHARE RESULTS:** BASIC: Net income, as reported $ 1.27 $ 1.09 16.5% $ 4.75 $ 4.10 15.9% Income, as adjusted* $ 1.24 $ 1.08 14.8% $ 4.64 $ 4.02 15.4% Average shares outstanding 700.2 704.2 701.9 706.6 DILUTED: Net income, as reported $1.26 $1.08 16.7% $4.73 $4.08 15.9% Income, as adjusted* $1.23 $1.07 15.0% $4.62 $4.00 15.5% Average shares outstanding 703.3 707.0 705.0 709.3
*Adjusted to exclude realized capital gains, net of taxes. **Share information reflects the three-for-two split in the form of a 50 percent common stock dividend, paid July 25, 1997 and the adoption of the Statement of Financial Accounting Standards No. 128 "Earnings per Share". -more- 3 -2- Income before income taxes in 1997 increased 17.1 percent to $4.70 billion from $4.01 billion reported last year. For the fourth quarter of 1997, income before income taxes amounted to $1.25 billion, an increase of 16.7 percent over the $1.07 billion reported in 1996. Included in these results were pretax realized capital gains of $118.5 million and $19.5 million for the year and fourth quarter of 1997, respectively, compared to gains of $88.0 million and $15.8 million for the same periods in 1996. Revenues for 1997 rose 9.5 percent to $30.60 billion from $27.94 billion in 1996. Fourth quarter revenues totaled $7.95 billion, an increase of 8.1 percent over $7.36 billion in the year earlier quarter. Foreign exchange rates continued to affect the translation of foreign currency net premiums written into U.S. dollars, as shown in the following table, which compares fourth quarter 1997 to fourth quarter 1996:
WORLDWIDE FOREIGN WORLDWIDE GENERAL GENERAL LIFE INSURANCE INSURANCE INSURANCE --------- --------- --------- Premium Growth in Original Currency 7.3% 10.6% 17.0% Foreign Exchange Impact (2.2) (6.6) (11.9) Premium Growth as Reported in U.S. $ 5.1% 4.0% 5.1%
In the first quarter of 1998, the volatility in Asian currencies has decreased and exchange rates versus the U.S. dollar have shown signs of stabilization. If this trend continues, the impact of foreign exchange upon AIG's financial statements should diminish as the year progresses. At December 31, 1997, AIG's consolidated assets approximated $165 billion, an increase of 11 percent, compared to $148 billion at the prior year-end. In 1997, shareholders' equity increased to approximately $24 billion, a 9 percent increase over the $22 billion reported at December 31, 1996. AIG continued its program to repurchase shares of its common stock in the open market, purchasing 2.3 million shares in the fourth quarter for approximately $231.9 million. For the twelve months ended December 31, we have repurchased approximately 5.7 million shares for approximately $502.0 million. Commenting on AIG's fourth quarter and full year results, Chairman M.R. Greenberg said, "It was a good quarter and year for AIG. For 1997, our net income, revenues, assets and shareholders' equity all rose to record levels. -more- 4 -3- "In general insurance, worldwide net premiums written before the impact of foreign exchange gained 7.3 percent for the fourth quarter and 7.7 percent for the year. AIG's underwriting profit for 1997 totaled a record $490.2 million. For the fourth quarter, our combined ratio was 96.46, compared to 97.20 in 1996, while for the full year our combined ratio improved to 96.20, compared to 96.47 last year. "The domestic property-casualty business, as I have noted in previous quarters, remains very competitive, with no signs currently that this situation will change soon. There continues to be excess capital in the industry, due in large measure to the rise in the carrying value of the industry's bond and stock investments which is directly reflected in surplus. In this environment, AIG's domestic companies continued to emphasize the many specialty products and classes in which we are leaders. Domestic net premiums written rose 5.7 percent in the fourth quarter and 8.0 percent for the full year. Our domestic personal lines business had a very strong year, and United Guaranty Corporation, our mortgage guaranty insurance subsidiary, also had excellent results, with operating income rising 21.1 percent to a record $178.2 million. "AIG's foreign general insurance business had a good year, as net premiums written before the impact of foreign exchange gained 10.6 percent in the quarter and 7.2 percent for the full year 1997. Underwriting results were very strong. In Japan, we commenced the direct marketing of differentiated rate auto insurance, the first company to be given a license to conduct this business, and early results are very encouraging. Overall, we had a very good year in Japan, performing well ahead of the industry. Elsewhere, the United Kingdom, Continental Europe and Central Europe did well, as did Latin America. "We added $131 million and $764 million to our general insurance net loss and loss adjustment reserves for the quarter and full year, respectively, bringing the total of such reserves to $21.2 billion at year-end 1997. "General insurance net investment income increased 9.2 percent in the quarter and 9.6 percent for the year. Cash flow from operations continued to be strong. "Our life business continues to have excellent operating results, although foreign premiums when converted to U.S. dollars are adversely impacted by foreign exchange. However, since losses and expenses are also incurred in local currency, the bottom line impact has been relatively small. In addition, in Asia where currency turmoil has existed, sharply rising interest rates have had a beneficial impact on operating income. Japan was very strong, with double-digit premium growth in spite of the recessionary economy. Life operations are also growing strongly in other regions, including the U.K., Central Europe, Latin America and the Middle East. In the United States, life operations had an excellent quarter and year. -more- 5 -4- "Financial services reported strong operating performance for the fourth quarter and full year. International Lease Finance Corporation, AIG Financial Products Corp. and AIG Trading Group Inc. all had excellent results with record earnings for the full year in each case. Fourth quarter operating income rose sharply to $213.9 million, and full year operating income for financial services amounted to $701.3 million, compared to $523.9 million last year, a 33.9 percent increase. "Our consumer finance group made good progress in 1997, and shortly before year-end, announced that it had reached an agreement to purchase a majority ownership in publicly-traded Bangkok Investment Public Company Ltd. of Thailand. This represents our entry into the consumer finance business in Thailand. "In third party asset management, the fourth quarter saw the first closing of the AIG Asian Infrastructure Fund II L.P., with $1.53 billion in commitments from U.S. and international institutional investors. Despite the unsettled financial conditions currently in the Asian region, the substantial commitments made by AIG and other institutional investors to this new Fund underscore our confidence in the long term growth prospects for Asia. "Shortly after year-end, AIG announced that we had purchased all of the outstanding securities of SELIC Holdings, Ltd. that we did not already own from the company's other institutional and private shareholders. SELIC's principal subsidiary, Starr Excess Liability Insurance Company, Ltd., provides high limits of excess general liability and excess directors and officers insurance." GENERAL INSURANCE General insurance pretax income before realized capital gains for 1997 was $2.34 billion, 9.5 percent above the $2.14 billion reported last year. For the fourth quarter of 1997, general insurance pretax income before realized capital gains was $605.8 million, an increase of 9.0 percent compared to $555.6 million in 1996. Worldwide general insurance net premiums written for 1997 amounted to $13.41 billion, 5.6 percent ahead of the $12.69 billion in 1996. In the fourth quarter, general insurance net premiums written were $3.12 billion, an increase of 5.1 percent, compared to $2.97 billion last year. General insurance net investment income rose 9.6 percent to $1.85 billion in 1997 and 9.2 percent to $487.2 million in the fourth quarter. -more- 6 -5- LIFE INSURANCE AIG's worldwide life insurance operations reported pretax income before realized capital gains of $1.55 billion in 1997, an increase of 20.3 percent, compared to $1.29 billion in 1996. For the fourth quarter, life insurance pretax income before realized capital gains increased 17.6 percent to $415.8 million, compared to $353.5 million last year. For the year 1997 life insurance premium income rose 10.6 percent to $9.93 billion from $8.98 billion in 1996. Fourth quarter premium income amounted to $2.60 billion, a gain of 5.1 percent, compared to $2.47 billion in 1996. Life insurance net investment income rose 8.2 percent to $2.90 billion for the year 1997, compared to $2.68 billion last year. For the fourth quarter, net investment income amounted to $748.9 million, an increase of 18.9 percent, compared to $629.6 million in the same period last year. FINANCIAL SERVICES Financial services pretax operating income amounted to $701.3 million for 1997, compared to $523.9 million last year, an increase of 33.9 percent. For the fourth quarter, financial services operating income increased 43.4 percent to $213.9 million, compared to $149.1 million in 1996. OTHER OPERATIONS AIG's equity in income of minority-owned insurance operations amounted to $113.6 million for 1997, compared to $99.4 million in 1996. Equity in income of minority-owned insurance operations for the fourth quarter was $29.0 million, compared to $25.0 million in 1996. # # # # AIG is the leading U.S.-based international insurance organization and among the largest underwriters of commercial and industrial insurance in the United States. Its member companies write property, casualty, marine, life and financial services insurance in approximately 130 countries and jurisdictions, and are engaged in a range of financial services businesses. American International Group, Inc.'s common stock is listed on the New York Stock Exchange, as well as the stock exchanges in London, Paris, Switzerland and Tokyo. # # # # 7
AMERICAN INTERNATIONAL GROUP, INC. FINANCIAL HIGHLIGHTS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) TWELVE MONTHS ENDED DECEMBER 31, THREE MONTHS ENDED DECEMBER 31, 1997 1996 CHANGE 1997 1996 CHANGE ---- ---- ------ ---- ---- ------ GENERAL INSURANCE OPERATIONS: NET PREMIUMS WRITTEN $ 13,407,529 $ 12,691,679 5.6% $3,120,763 $ 2,969,119 5.1 % NET PREMIUMS EARNED 12,421,040 11,854,815 4.8 3,123,684 3,090,910 1.1 ADJUSTED UNDERWRITING PROFIT 490,168 449,784 9.0 118,594 109,319 8.5 NET INVESTMENT INCOME 1,853,523 1,690,798 9.6 487,248 446,323 9.2 INCOME BEFORE REALIZED CAPITAL GAINS 2,343,691 2,140,582 9.5 605,842 555,642 9.0 REALIZED CAPITAL GAINS 128,175 64,985 -- 21,388 14,288 -- OPERATING INCOME $ 2,471,866 $ 2,205,567 12.1 % $ 627,230 $ 569,930 10.1 % - ------------------------------------------------------------------------------------------------------------------------------------ LOSS RATIO 75.33 75.89 74.08 75.41 EXPENSE RATIO 20.87 20.58 22.38 21.79 COMBINED RATIO 96.20 96.47 96.46 97.20 - ------------------------------------------------------------------------------------------------------------------------------------ LIFE INSURANCE OPERATIONS: PREMIUM INCOME $ 9,925,639 $ 8,978,246 10.6 % $2,596,406 $ 2,469,781 5.1% NET INVESTMENT INCOME 2,896,469 2,675,881 8.2 748,876 629,585 18.9 INCOME BEFORE REALIZED CAPITAL GAINS 1,550,297 1,288,960 20.3 415,797 353,505 17.6 REALIZED CAPITAL GAINS 21,186 34,798 -- 8,397 12,198 -- OPERATING INCOME 1,571,483 1,323,758 18.7 424,194 365,703 16.0 FINANCIAL SERVICES OPERATING INCOME 701,337 523,906 33.9 213,903 149,145 43.4 EQUITY IN INCOME OF MINORITY-OWNED INSURANCE OPERATIONS 113,636 99,359 14.4 29,043 25,037 16.0 OTHER REALIZED CAPITAL LOSSES (30,846) (11,792) -- (10,244) (10,720) -- MINORITY INTEREST (a) (31,926) (43,226) -- (6,433) (9,937) -- OTHER INCOME (DEDUCTIONS) - NET (95,160) (82,320) -- (27,323) (19,633) -- FOREIGN EXCHANGE LOSSES (1,492) (2,030) -- (2,717) (153) -- INCOME BEFORE INCOME TAXES 4,698,898 4,013,222 17.1 1,247,653 1,069,372 16.7 INCOME TAXES 1,366,563 1,115,965 -- 363,066 299,138 -- NET INCOME 3,332,335 2,897,257 15.0 884,587 770,234 14.8 PER COMMON SHARE (b) - BASIC 4.75 4.10 15.9 1.27 1.09 16.5 - DILUTED $ 4.73 $ 4.08 15.9 % $ 1.26 $ 1.08 16.7 % - ------------------------------------------------------------------------------------------------------------------------------------ AVERAGE COMMON SHARES OUTSTANDING (b) - BASIC 701,930 706,568 700,213 704,202 - DILUTED 704,984 709,316 703,348 707,001 (a) REPRESENTS MINORITY SHAREHOLDERS' EQUITY IN INCOME OF CERTAIN CONSOLIDATED SUBSIDIARIES. (b) SHARE INFORMATION REFLECTS THE THREE-FOR-TWO SPLIT IN THE FORM OF A 50 PERCENT COMMON STOCK DIVIDEND, PAID JULY 25, 1997 AND THE ADOPTION OF THE STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128 "EARNINGS PER SHARE".
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