First Amendment to Agreement and Plan of Merger among First Fortis Life Insurance Company, Bankers American Life Assurance Company, Fortis, Inc., and American Bankers Insurance Group, Inc.
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Summary
This amendment updates the original merger agreement between First Fortis Life Insurance Company, Bankers American Life Assurance Company, Fortis, Inc., and American Bankers Insurance Group, Inc. The main change is that all shares of Bankers American Life Assurance Company common stock will be cancelled at the time of the merger, while shares of First Fortis Life Insurance Company will remain unaffected. All other terms of the original merger agreement remain unchanged.
EX-2.3 5 c66527ex2-3.txt FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER EXHIBIT 2.3 EXECUTION COPY FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER The first Amendment (the "Amendment") to the Agreement and Plan of Merger dated June 29, 2001 (the "Merger Agreement") by and among First Fortis Life Insurance Company, the Voting Trustees under that certain Voting Trust Agreement dated June 1, 1999, Fortis, Inc., Bankers American Life Assurance Company, the Voting Trustees under that certain Voting Trust Agreement dated August 20, 1999 and American Bankers Insurance Group, Inc., is effective as of October 30, 2001. RECITALS: WHEREAS, the parties have entered into the Merger Agreement; and WHEREAS, the parties desire to amend the Merger Agreement as set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Section 3.1: Section 3.1 of the merger agreement is deleted and replaced in its entirety by the following: "Section 3.1 Conversion of Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of the BALAC Common Stock or holders of any shares of the FFLIC Common Stock: (a) BALAC Common Stock. Each issued and outstanding share of the BALAC Common Stock shall be cancelled. (b) FFLIC Common Stock. Each issued and outstanding share of the FFLIC Common Stock shall remain outstanding, unaffected by the Merger." 2. Except as expressly set forth herein, the Merger Agreement shall remain in full force and effect, unamended. [Signatures on Next Page] IN WITNESS WHEREOF, each of the parties has caused this First Amendment to be executed on its behalf on the day and year first above written.
pursuant to the proxy dated August 20, 1999 and assigned by J.L.M. Bartelds, H.J. Hielkema and B.J.H.S. Feilzer
