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Exhibit 13
AMENDMENT NUMBER TWO TO THE RIGHTS AGREEMENT
Amendment Number Two dated as of February 5, 1998 ("Amendment Number Two"),
by and between American Bankers Insurance Group, Inc., a Florida corporation
(the "Company") and ChaseMellon Shareholder Services, L.L.C. (as successor to
Manufacturers Hanover Trust Company ("Manufacturers Hanover"), a New York
banking corporation, the "Rights Agent"), to the Rights Agreement (as
hereinafter defined). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Rights Agreement.
RECITALS
WHEREAS, the Company and Manufacturers Hanover entered into and executed
the Rights Agreement dated as of February 24, 1988, as Amended and Restated as
of November 14, 1990, and as further amended as of December 19, 1997 (the
"Rights Agreement"); and
WHEREAS, the Company and the Rights Agent have agreed to and hereby desire
to supplement and amend the Rights Agreement in the manner set forth herein; and
WHEREAS, except as otherwise stated herein, the Rights Agreement remains in
full force and effect;
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NOW THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth, the Company and the Rights Agent hereby agree to amend
and supplement the Rights Agreement as follows:
SECTION 3(a) OF THE RIGHTS AGREEMENT IS AMENDED TO READ, IN ITS ENTIRETY, AS
FOLLOWS:
(a) Until the Close of Business on the day (or such later date as may be
determined by action of the Board of Directors, upon approval by a majority of
the Continuing Directors) which is the earlier of (i) the tenth (10th) day after
the first date of public announcement (which, for purposes of this definition,
shall include, without limitation, a report filed pursuant to Section 13(d)
under the Exchange Act) by the Company or an Acquiring Person that an Acquiring
Person has become such (or, if the tenth (10th) day after such date occurs
before the Record Date, the Record Date), or (ii) the tenth (10th) Business Day
after the date that a tender or exchange offer by any Person (other than the
Company, any Subsidiary of the Company, any employee benefit plan of the Company
or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such
plan) is first published or sent or given within the meaning of Rule 14d-2(a) of
the General Rules and Regulations under the Exchange Act, if upon consummation
thereof, such Person would be the Beneficial Owner of fifteen percent (15%) or
more of the shares of Common Stock then outstanding (the earlier of such dates
being herein referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of paragraph (b) of this Section 3) by the
certificates for the Common Stock registered in the names of the holders of the
Common Stock (which certificates for Common Stock shall be deemed also to be
certificates for Rights) and not by separate certificates, and (y) the Rights
will be transferrable only in connection with the transfer of the underlying
shares of Common Stock (including a transfer to the Company). As soon as
practicable after the Distribution Date, the Rights Agent will send by
first-class, insured, postage prepaid mail, to each record holder of the Common
Stock as of the Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, one or more rights
certificates, in substantially the form of Exhibit B hereto (the "Rights
Certificates"), evidencing one Right for each share of Common Stock so held,
subject to adjustment as provided herein. In the event that an adjustment in the
number of Rights per share of Common Stock has been made pursuant to Section
11(p) hereof, at the time of distribution of the Right Certificates, the Company
shall make the necessary and appropriate rounding adjustments (in accordance
with Section 14(a) hereof) so that Rights Certificates representing only whole
numbers of Rights are distributed and cash is
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paid in lieu of any fractional Rights. As of and after the Distribution
Date, the Rights will be evidenced solely by the Rights Certificates.
This Amendment Number Two may be executed in any number of counterparts with
the same effect as if the signatures thereunto and hereto were upon the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Number
Two to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first written above.
ATTEST: AMERICAN BANKERS
INSURANCE GROUP, INC.
By: /s/ Xxx Xxxxx By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxx Xxxxx Name: Xxxxxx X. Xxxxxx
Title: Admin. Asst. Title: C.E.O.
ATTEST: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxx
Title: Vice President Title: Vice President
