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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMERICAN BANKERS INSURANCE GROUP, INC. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 024456 10 5 (CUSIP Number) Kathleen E. Shannon Vice President and Secretary American International Group, Inc. 70 Pine Street New York, NY 10270 (212) 770-5123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 21, 1997 (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. 2 - -------------------- ------------------- CUSIP NO. 024456 10 5 PAGE 2 OF 15 PAGES - -------------------- ------------------- - --------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American International Group, Inc. I.R.S. Identification No. 13-2592361 - --------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - --------------------------------------------------------------- 3. SEC USE ONLY - --------------------------------------------------------------- 4. SOURCE OF FUNDS* OO - --------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)OR 2(e) [ ] - --------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of the State of Delaware - --------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 3,389,300 EACH ------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------- 10. SHARED DISPOSITIVE POWER 3,389,300 - --------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,389,300 - --------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - --------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% - --------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO, HC - --------------------------------------------------------------- 3 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 3 OF 15 PAGES - -------------------- -------------------- ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D relates to the shares of Common Stock, par value $1.00 per share (the "Shares"), of American Bankers Insurance Group, Inc. (the "Issuer"). The address of the principal executive offices of the Issuer is 11222 Quail Roost Drive, Miami, Florida 33157-6596. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) and (f). This Statement is being filed by American International Group, Inc. ("AIG"). AIG is organized as a corporation under the laws of the State of Delaware, and its principal business address is 70 Pine Street, New York, NY 10270. AIG is a holding company which through its subsidiaries is primarily engaged in a broad range of insurance and insurance-related activities and financial services in the United States and abroad. AIG's primary activities include both general and life insurance operations. Starr International Company, Inc., a private holding company incorporated in Panama ("SICO"), The Starr Foundation, a New York not-for-profit corporation ("The Starr Foundation"), and C.V. Starr & Co., Inc., a Delaware corporation ("Starr"), have the right to vote approximately 16.1%, 3.6% and 2.4%, respectively, of the outstanding common stock of AIG. The principal executive offices of SICO are located at 29 Richmond Road, Pembroke, Bermuda. The principal executive offices of The Starr Foundation and Starr are located at 70 Pine Street, New York, New York 10270. The names of the directors and executive officers ("Covered Persons") of AIG, SICO, The Starr Foundation and Starr, their business addresses and principal occupations are set forth in Annex A attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for each Covered Person is also the address of the principal employer for such Covered Person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Johnson, Manton, Sullivan, and Tse who are British subjects, and Mr. Cohen, who is a Canadian subject. (d) and (e). During the last five years, none of AIG, SICO, The Starr Foundation or Starr, or any of the Covered Persons, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations 4 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 4 OF 15 PAGES - -------------------- -------------------- of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. ITEM 3. SOURCES AND AMOUNT OF FUNDS As described in the response to Item 4 (which response is incorporated herein by reference), the Shares to which this Statement on Schedule 13D relates have not been purchased by AIG. In connection with, and as a condition to, AIG and the Issuer entering into the Merger Agreement (as defined in the response to Item 4), certain shareholders of the Issuer holding approximately 8.2% of the outstanding Shares have entered into the Voting Agreement (as defined in the response to Item 4) pursuant to which such shareholders have agreed to vote their Shares in favor of adoption of the Merger Agreement and approval of the Merger (as defined in the response to Item 4), if requested by AIG, to grant to AIG an irrevocable proxy with respect to such Shares and not to dispose of such Shares, subject to certain exceptions. ITEM 4. PURPOSE OF TRANSACTION On December 21, 1997, the Issuer, AIG and AIGF, Inc., a wholly owned subsidiary of AIG ("AIGF"), entered into an Agreement and Plan of Merger which provides, among other things, that, subject to the satisfaction of the terms and conditions therein, the Issuer will merge (the "Merger") with and into AIGF. The separate existence of the Issuer will cease upon consummation of the Merger. AIGF will be the surviving corporation in the Merger and will be renamed "American Bankers Insurance Group, Inc." following the Merger. The Merger Agreement was amended and restated as of January 7, 1998 (as so amended and restated, hereinafter the "Merger Agreement"). Subject to certain limitations described in the Merger Agreement, holders of Shares that elect to receive cash will receive $47.00 in cash in exchange for each Share. Subject to certain elections of AIG set forth in the Merger Agreement, holders of Shares that elect to receive common stock, par value $2.50 per share, of AIG (the "AIG Common Stock") or that make no election will receive a portion of a share of AIG Common Stock with a value equal to $47.00 (as determined based on the average of the closing prices per share of AIG Common Stock on the New York Stock Exchange for the ten trading days ending on the third trading day prior to the date that the Merger is consummated) in exchange for each Share. Each share of $3.125 Series B Cumulative Convertible Preferred Stock of the Issuer (the "Preferred Shares") will be canceled in the Merger in exchange for one share of AIG Series C Preferred Stock, par value $5.00 (the 5 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 5 OF 15 PAGES - -------------------- -------------------- "AIG Series C Preferred Stock"), to be issued on terms substantially similar to the Preferred Shares. The AIG Series C Preferred Stock will be convertible into AIG Common Stock. In connection with the Merger, AIG and the Issuer have entered into a stock option agreement (the "Stock Option Agreement") under which the Issuer has granted AIG an option to purchase a number of newly issued Shares equal to approximately 19.9% of the outstanding number of Shares if certain events occur. In addition, certain shareholders of the Issuer holding approximately 8.2% of the outstanding Shares have entered into a voting agreement with AIG (the "Voting Agreement") pursuant to which such shareholders have agreed to vote their Shares in favor of adoption of the Merger Agreement and approval of the Merger, if requested by AIG, to grant to AIG an irrevocable proxy with respect to such Shares and not to dispose of such Shares, subject to certain exceptions. The Merger Agreement requires the approval of the holders of a majority of the outstanding Preferred Shares and a majority of the outstanding Shares, each voting as a separate class. The purpose of the transactions under the Stock Option Agreement and the Voting Agreement is to enable AIG to consummate the transactions contemplated under the Merger Agreement. The Stock Option Agreement and Voting Agreement also may make it more difficult and expensive for the Issuer to consummate a business combination with a party other than AIG. Upon consummation of the Merger, the Shares and Preferred Shares would cease to be listed on the New York Stock Exchange and would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. Except as contemplated by the Merger Agreement, the Stock Option Agreement and the Voting Agreement or as otherwise set forth in this Item 4, AIG has no present plans or proposals which relate to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Issuer; (v) any material change in the 6 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 6 OF 15 PAGES - -------------------- -------------------- present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any change in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (viii) causing the Shares or Preferred Shares to cease to be listed on the New York Stock Exchange; (ix) the Shares or Preferred Shares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (x) any action similar to any of those actions set forth in this Paragraph involving the Shares or Preferred Shares. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER (a) and (b). 3,389,300 Shares, representing approximately 8.2% of the outstanding Shares, are subject to the Voting Agreement and therefore may be deemed to be beneficially owned both by the respective shareholders of the Issuer party to the Voting Agreement and by AIG. Inasmuch as the Voting Agreement is limited to the vote of the Shares with respect to the Merger Agreement and the Merger and certain related matters, the respective shareholders of the Issuer party to the Voting Agreement and AIG have shared power to vote or to direct the vote with respect to the Shares subject to the Voting Agreement. The Voting Agreement provides, subject to certain exceptions, that the shareholders party thereto may not dispose of their respective Shares without AIG's consent. Such shareholders and AIG therefore have shared power to dispose or direct the disposition of the Shares subject to the Voting Agreement. (c). Other than the Merger Agreement, the Stock Option Agreement and the Voting Agreement described in the response to Item 4 (which response is incorporated herein by reference) and the transactions contemplated thereby, there have been no transactions in Shares by AIG, or, to the best knowledge of AIG, by any of the Covered Persons, during the past 60 days. (d). To the best knowledge of AIG, the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares subject to the Voting Agreement are held by the respective shareholders party to the Voting Agreement. (e). Not applicable. 7 - -------------------- ------------------- CUSIP NO. 024456 10 5 PAGE 7 OF 15 PAGES - -------------------- ------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the Merger Agreement, Stock Option Agreement and Voting Agreement described in the response to Item 4 (which response is incorporated herein by reference) and the transactions contemplated thereby, there are no contracts, arrangements, understandings or relationships between AIG and any other person, or, to the best knowledge of AIG, among any of SICO, The Starr Foundation Starr or any of the Covered Persons and any other person, with respect to the Shares. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Agreement and Plan of Merger, dated as of December 21, 1997, as amended and restated as of January 7, 1998, among the Issuer, AIG and AIGF (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed January 13, 1998). Exhibit 2 Stock Option Agreement, dated as of December 21, 1997, between the Issuer and AIG (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed January 13, 1998). Exhibit 3 Voting Agreement, dated as of December 21, 1997, between AIG and the shareholders of the Issuer named therein (incorporated by 8 - -------------------- ------------------- CUSIP NO. 024456 10 5 PAGE 8 OF 15 PAGES - -------------------- ------------------- reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K, filed January 13, 1998). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: January 16, 1998 American International Group, Inc. By: /s/ Kathleen E. Shannon ----------------------------- Name: Kathleen E. Shannon Title: Vice President and Secretary 9 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 9 OF 15 PAGES - -------------------- -------------------- ANNEX A AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS M. Bernard Aidinoff Sullivan & Cromwell 125 Broad Street New York, New York 10004 Lloyd M. Bentsen Verner, Liipfert, Bernhard, McPherson & Hand 2600 Texas Commerce Tower 600 Travis Street Suite 2600 Houston, Texas 77002 Pei-yuan Chia 298 Bedford - Banksville Road Bedford, New York 10506 Marshall A. Cohen Cassels, Brock & Blackwell 40 King Street West 20th Fl. Toronto, Ontario M5H 3C2 Barber B. Conable, Jr. P.O. Box 218 Alexander, New York 14005 Martin S. Feldstein National Bureau of Economic Research, Inc. 1050 Massachusetts Avenue Cambridge, Massachusetts 02138 Leslie L. Gonda International Lease Finance Corporation 1999 Avenue of the Stars Los Angeles, California 90067 Evan G. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 M. R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 10 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 10 OF 15 PAGES - -------------------- -------------------- Carla A. Hills Hills & Company 1200 19th Street, N.W. 5th Fl. Washington, DC 20036 Frank J. Hoenemeyer 7 Harwood Drive Madison, New Jersey 07940 Edward E. Matthews American International Group, Inc. 70 Pine Street New York, New York 10270 Dean P. Phypers 220 Rosebrook Road New Canaan, Connecticut 06840 Howard I. Smith American International Group, Inc. 70 Pine Street New York, New York 10270 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Edmund S.W. Tse American International Assurance Co., Ltd. 1 Stubbs Road Hong Kong Frank G. Wisner American International Group, Inc. 70 Pine Street New York, New York 10270 11 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 11 OF 15 PAGES - -------------------- -------------------- AMERICAN INTERNATIONAL GROUP, INC. EXECUTIVE OFFICERS M.R. Greenberg Chairman & Chief 70 Pine Street Executive Officer New York, New York 10270 Thomas R. Tizzio Senior Vice Chairman - 70 Pine Street General Insurance New York, New York 10270 Edward E. Matthews Vice Chairman 70 Pine Street Investments & Financial New York, New York 10270 Services Edmund S.W. Tse Vice Chairman - Life American International Insurance Assurance Co., Ltd. 1 Stubbs Road Hong Kong Frank G. Wisner Vice Chairman - External 70 Pine Street Affairs New York, New York 10270 Evan G. Greenberg President & Chief 70 Pine Street Operating Officer New York, New York 10270 Edwin A.G. Manton Senior Advisor 70 Pine Street New York, New York 12070 John J. Roberts Senior Advisor 70 Pine Street New York, New York 10270 Ernest E. Stempel Senior Advisor 70 Pine Street New York, New York 10270 Robert B. Sandler Executive Vice President 70 Pine Street - Senior Casualty Actuary New York, New York 10270 & Senior Claims Officer Howard I. Smith Executive Vice President, 70 Pine Street Chief Financial Officer & New York, New York 10270 Comptroller 12 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 12 OF 15 PAGES - -------------------- -------------------- Lawrence W. English Senior Vice President - 70 Pine Street Administration New York, New York 10270 Axel I. Freudmann Senior Vice President - 72 Wall Street Human Resources New York, New York 10270 Win J. Neuger Senior Vice President & 70 Pine Street Chief Investment Officer New York, New York 10270 Martin J. Sullivan Senior Vice President - 70 Pine Street Foreign General Insurance New York, New York 10270 Florence A. Davis Vice President & General 70 Pine Street Counsel New York, New York 10270 William N. Dooley Vice President & 70 Pine Street Treasurer New York, New York 10270 Robert E. Lewis Vice President & Chief 70 Pine Street Credit Officer New York, New York 10270 Frank Petralito II Vice President & Director 70 Pine Street of Taxes New York, New York 10270 Kathleen E. Shannon Vice President, Secretary 70 Pine Street & Associate General New York, New York 10270 Counsel John T. Wooster, Jr. Vice President - 72 Wall Street Communications New York, New York 10270 13 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 13 OF 15 PAGES - -------------------- -------------------- STARR INTERNATIONAL COMPANY, INC. EXECUTIVE OFFICERS & DIRECTORS Houghton Freeman 1880 Mountain Road, #14 Director Stowe, Vermont 05672 Evan G. Greenberg 70 Pine Street Director New York, New York 10270 Maurice R. Greenberg 70 Pine Street Director & Chairman of New York, New York 10270 the Board Joseph C.H. Johnson American International Director, President Building & Treasurer Richmond Road Pembroke 543 Bermuda Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director New York, New York 10270 L. Michael Murphy American International Director, Vice President Building & Secretary Richmond Road Pembroke 543 Bermuda John J. Roberts 70 Pine Street Director New York, New York 12070 Robert M. Sandler 70 Pine Street Director New York, New York 10270 Howard I. Smith 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Thomas R. Tizzio 70 Pine Street Director New York, New York 10270 Edmund S.W. Tse 1, Stubbs Road Director Hong Kong 14 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 14 OF 15 PAGES - -------------------- -------------------- THE STARR FOUNDATION EXECUTIVE OFFICERS & DIRECTORS M.R. Greenberg 70 Pine Street Director and Chairman New York, New York 10270 T.C. Hsu 70 Pine Street Director and President New York, New York 10270 Marion Breen 70 Pine Street Director and Vice President New York, New York 10270 John J. Roberts 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Houghton Freeman 1880 Mountain Road, #14 Director Stowe, Vermont 05672 Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Gladys Thomas 70 Pine Street Vice President New York, New York 10270 Frank Tengi 70 Pine Street Treasurer New York, New York 10270 Ida Galler 70 Pine Street Secretary New York, New York 10270 15 - -------------------- -------------------- CUSIP NO. 024456 10 5 PAGE 15 OF 15 PAGES - -------------------- -------------------- C.V. STARR & CO., INC. EXECUTIVE OFFICERS & DIRECTORS Houghton Freeman 1880 Mountain Road, #14 Director Stowe, Vermont 05672 E.G. Greenberg 70 Pine Street Director & Executive Vice President New York, New York 10270 Maurice R. Greenberg 70 Pine Street Director, President & New York, New York 10270 Chief Executive Officer Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director, Senior Vice New York, New York 10270 President & Secretary John J. Roberts 70 Pine Street Director New York, New York 10270 Robert M. Sandler 70 Pine Street Director & Vice President New York, New York 10270 Howard I. Smith 70 Pine Street Director & Senior Vice President New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Thomas R. Tizzio 70 Pine Street Director & Senior Vice President New York, New York 10270 Edmund S.W. Tse 1, Stubbs Road Director & Senior Vice President Hong Kong Gary Nitzsche 70 Pine Street Treasurer New York, New York 10270