-----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, JZYrK/FOo9M9Pcp4gmr9IN/vryzEzM+IljeVMcmdZCIQlGxrmABQlO9beHzLizRA HURxlM0DxgZqx4STrygzYA== 0000950103-97-000096.txt : 19970222 0000950103-97-000096.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950103-97-000096 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970214 SROS: NASD GROUP MEMBERS: AETNA LIFE INSURANCE COMPANY GROUP MEMBERS: DANIEL B. RAND GROUP MEMBERS: FIRST PLAZA GROUP TRUST GROUP MEMBERS: GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION GROUP MEMBERS: GERALD L. FRIEDMAN GROUP MEMBERS: J.P. MORGAN & CO. INCORPORATED GROUP MEMBERS: J.P. MORGAN CAPITAL CORPORATION GROUP MEMBERS: LONG TERM INVESTMENT TRUST GROUP MEMBERS: MORGAN STANLEY GROUP INC /DE/ GROUP MEMBERS: MORGAN STANLEY LEVERAGED EQUITY FUND II, INC. GROUP MEMBERS: RACHAEL L. FRIEDMAN GROUP MEMBERS: STUART M. BRAFMAN GROUP MEMBERS: THE BRAFMAN LIMITED PARTNERSHIP GROUP MEMBERS: THE FRIEDMAN FAMILY FOUNDATION GROUP MEMBERS: THE MORGAN STANLEY LEVERAGED EQUITY FUND II, L.P. GROUP MEMBERS: THE SARAH BETH FRIEDMAN 1989 TRUST GROUP MEMBERS: THE STUART BRAFMAN CHARITABLE REMAINDER ANNUITY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERIN CORP CENTRAL INDEX KEY: 0001001603 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 113085148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44927 FILM NUMBER: 97534025 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH DR STREET 2: 49TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601-7125 BUSINESS PHONE: 3095400078 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH DRIVE STREET 2: 49TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60601-7125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY GROUP INC /DE/ CENTRAL INDEX KEY: 0000789625 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 132838811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2127034000 SC 13G/A 1 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 EX-1 2 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 -----END PRIVACY-ENHANCED MESSAGE-----