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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 15)
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN BANKERS INSURANCE
GROUP, INC.
(NAME OF SUBJECT COMPANY)
AMERICAN BANKERS INSURANCE
GROUP, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $1.00 PER SHARE,
INCLUDING THE ASSOCIATED SERIES C PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
24456 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
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GERALD N. GASTON
VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN BANKERS INSURANCE GROUP, INC.
11222 QUAIL ROOST DRIVE
MIAMI, FL 33157-6596
(305) 253-2244
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPIES TO:
MORTON A. PIERCE, ESQ. JOSEPHINE CICCHETTI, ESQ.
JONATHAN L. FREEDMAN, ESQ. JORDEN BURT BOROS CICCHETTI
DEWEY BALLANTINE LLP BERENSON & JOHNSON LLP
1301 AVENUE OF THE AMERICAS 777 BRICKELL AVENUE, SUITE 500
NEW YORK, NY 10019 MIAMI, FL 33131
(212) 259-8000 (305) 371-2600
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This Amendment No. 15 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated February 6, 1998 (as
amended, the "Schedule 14D-9") of American Bankers Insurance Group, Inc., a
Florida Corporation (the "Company" or "American Bankers"), filed in
connection with the Cendant Offer. Capitalized terms used herein shall have
the definitions set forth in the Schedule 14D-9 unless otherwise provided
herein
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 48 .................... Press Release, dated May 18, 1998,
of the Company.
1
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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.
AMERICAN BANKERS INSURANCE GROUP, INC.
By: /s/ GERALD N. GASTON
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Name: Gerald N. Gaston
Title: Chief Executive Officer,
President and Vice Chairman
Date: May 19, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 48...... Press Release, dated May 18, 1998, of the Company
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[AMERICAN BANKERS INSURANCE GROUP LETTERHEAD]
EXHIBIT 48
AMERICAN BANKERS INSURANCE GROUP SIGNED MERGER AGREEMENT WITH MS DIVERSIFIED
CORP.
MIAMI, FL, May 18, 1998--American Bankers Insurance Group Inc. (NYSE:ABI)
announced that it has signed a merger agreement with MS Diversified Corp. (MSD).
The agreement calls for ABI to pay approximately $54.6 million in cash. The
merger will become effective upon satisfaction of customary closing conditions,
including shareholder and regulatory approvals.
MSD is an insurance group with a strong regional presence and will provide ABI
with access to the extended vehicle service contract market. MSD, headquartered
in Jackson, Miss., is primarily a seller and servicer of extended vehicle
service contracts, consumer financing, credit and casualty insurance and other
financial services to automobile dealers and financial institutions. MSD
operates principally through a network of approximately 350 automobile dealers
in eight southeastern states and through financial institutions in Mississippi
and Louisiana.
ABI concentrates on marketing affordable, specialty insurance products and
services through financial
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institutions, retailers and other entities offering consumer financing as a
regular part of their business. ABIG, through its insurance subsidiaries,
operates in the United States, Canada, the Caribbean, Latin America and the
United Kingdom.
Contact:
American Bankers Insurance Group Inc., Miami
P. Bruce Camacho
Executive Vice President
Investor Relations
305/252-7060
