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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 54)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN BANKERS INSURANCE GROUP, INC.
(NAME OF SUBJECT COMPANY)
SEASON ACQUISITION CORP.
CENDANT CORPORATION
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
024456 10 5
(CUSIP Number of Class of Securities)
JAMES E. BUCKMAN, ESQ.
SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CENDANT CORPORATION
6 SYLVAN WAY
PARSIPPANY, NEW JERSEY 07054
TELEPHONE: (973) 428-9700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
WITH A COPY TO:
DAVID FOX, ESQ.
ERIC J. FRIEDMAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 735-3000
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This Amendment No. 54 amends the Tender Offer Statement on Schedule 14D-1
initially filed on January 27, 1998 (as amended, the "Schedule 14D-1") by
Cendant Corporation, a Delaware corporation ("Parent"), and its wholly owned
subsidiary, Season Acquisition Corp., a New Jersey corporation ("Purchaser"),
relating to Purchaser's tender offer for 23,501,260 outstanding shares of
common stock, par value $1.00 per share, of American Bankers Insurance Group,
Inc., a Florida corporation (the "Company") upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 27, 1998 (the
"Offer to Purchase"), the Supplement thereto, dated March 16, 1998 (the
"First Supplement"), the Second Supplement thereto, dated March 24, 1998 (the
"Second Supplement"), and the revised Letters of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer"). Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings given such terms in the Offer to Purchase, the First
Supplement or the Schedule 14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.
The information set forth in subsection (b) of the Schedule 14D-1 is hereby
amended and supplemented by the following information:
From time to time representatives of Parent and representatives of the
Company have discussed possible modifications to the terms of the Merger
Agreement. No agreement regarding any such modifications has been reached and
there can be no assurance that such discussions will result in any agreement
being reached.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 16, 1998 CENDANT CORPORATION
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Senior Executive Vice
President and General Counsel
SEASON ACQUISITION CORP.
By: /s/ James E. Buckman
Name: James E. Buckman
Title: Executive Vice President
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