The original complaint charges defendants with, among other things, violations of the Exchange Act in connection with a merger agreement entered into between ABI and AIGF. On Dec. 22, 1997, ABI announced that, pursuant to the merger agreement, it had agreed to be purchased by AIGF, an affiliate of AIG for $47 per share. On Jan. 27, 1998, Cendant Corp. ("Cendant") commenced a tender offer for ABI at $58 per share.

On February 9, 1998, the plaintiffs filed an Amended Class Action Complaint. On May 11, 1998, the Court granted the motion to consolidate several cases and granted the motion to appoint co-lead counsel. On May 27, 1998, the plaintiffs filed a Consolidated and Amended Class Action Complaint. On June 15, 1998, a stipulation of dismissal was filed as to defendants American International Group Inc. and AIGF, Inc. On August 24, 1998, the plaintiffs filed a motion for class certification. On August 31, 1999, District Court Judge K. M. Moore denied the motion for class certification. On November 19, 1999, the case was dismissed for administrative purposes.

On December 14, 1999, a Stipulation and Order was signed by Judge Moore. According to the Stipulation and Order, the parties have agreed that in light of the Court’s denial of the plaintiffs’ motion for class certification, the claims asserted herein have become moot and should be dismissed and that ABI's shareholders should have no responsibility for the payment of any fees and expenses incurred by plaintiffs' counsel in connection with this action, and defendants have agreed, subject to the entry of a final, nonappealable order dismissing the complaint herein, to pay a portion of the fees and expenses of plaintiffs' counsel in the sum of $495,000. The action is dismissed, without prejudice and without costs.