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Exhibit 8
[AMERICAN INTERNATIONAL GROUP, INC. Letterhead]
January 27, 1998
American Bankers Insurance Group, Inc.
00000 Xxxxx Xxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Vice Chairman,
President and Chief Executive Officer
Dear Xx. Xxxxxx:
In accordance with Section 1(b) of the Stock Option Agreement (the "Agreement"),
dated as of December 21, 1997, between American International Group, Inc.
("AIG") and American Bankers Insurance Group, Inc. ("ABIG"), AIG hereby
exercises its right to purchase 8,265,626 shares of Common Stock, par value
$1.00 per share, of ABIG (the "Common Stock") at a cash purchase price equal to
$47.00 per share.
Subject to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and
applicable insurance regulatory approvals, the closing of the purchase will
occur at 9:00 A.M., local time, at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, on the third business day following the date hereof
or such later date as provided by Section 3 of the Agreement. AIG may provide
notice at a later date of its election to consummate the purchase of that
portion of the total number of shares for which applicable regulatory approvals
have been received as of such date and to subsequently consummate the purchase
of the balance of the shares following receipt of all applicable regulatory
approvals. AIG will make payment for the shares of Common Stock by certified or
official bank check.
Sincerely,
/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
Vice President & Secretary
cc: Xxxxxxxxx Xxxxxxxxx
(Xxxxxx Xxxx Xxxxxxxx & Xxxxxxx LLP)
Xxxxxxxx X. Xxxxxxxx
(Xxxxx Xxxxxxxxxx LLP)
Xxxxx X. Xxxxxx
(Xxxxxxxx & Xxxxxxxx)
