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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 14)
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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. 14 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 47 .................... Press Release, dated April 23, 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: April 23, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 47...... Press Release, dated April 23, 1998, of the Company
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EXHIBIT 99.47
[AMERICAN BANKERS INSURANCE GROUP LETTERHEAD]
NEWS RELEASE
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FOR IMMEDIATE RELEASE
AMERICAN BANKERS INSURANCE GROUP, INC. REPORTS
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FIRST QUARTER 1998 RESULTS
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MIAMI, FL, APRIL 23, 1998, . . . AMERICAN BANKERS INSURANCE GROUP, INC.
(NYSE:ABI) today announced net operating income for the first quarter of 1998
was $28.0 million or $0.60 per share on a diluted basis, excluding the merger
termination fee and other merger related expenses. This compares with net
operating income of $25.2 milion or $0.54 per share for the same period in
1997. Operating results for first quarter 1998 increased over 11% as compared
with the same quarter in 1997. The merger termination fee paid to American
International Group and other merger related expenses totaled approximately
$109.3 million, pre-tax. Including these merger related expenses and the
termination fee, the Company reported a net operating loss of $1.09 per share
on a basic earnings per share basis in the first quarter of 1998.
First quarter 1998 operating results, excluding the merger termination fee and
other merger related expenses, continue to benefit from growth in investment
income and favorable underwriting results. Investment income for the first
quarter 1998 was $35.2 million representing an increase of approximately 10%
over the same period in 1997.
Gross collected premiums for the first quarter of 1998 increased approximately
10% from $637.1 million to $697.9 million.
Net income for the first quarter of 1998, excluding the merger termination fee
and other merger related expenses was $29.4 million or $0.63 per share on a
diluted basis, compared with $26.4 million or $0.57 per share for the same
period of 1997. First quarter net income includes realized investment gains,
net of tax, of $1.4 million or $0.03 per share compared with realized
investment gains, net of tax, of $1.3 million or $0.03 per share for the same
period of 1997. Including the merger termination fee and other merger related
expenses, the Company reported a net loss for the first quarter of 1998 of
$42.7 million or $1.06 per share on a basic earnings per share basis.
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AMERICAN BANKERS INSURANCE GROUP, INC.
NEWS RELEASE - PAGE 2
Weighted average shares outstanding on a diluted basis for the quarter were
46.9 million compared with 46.8 million for the same period in 1997.
Stockholders' equity was $679.2 million (excluding $105 million of preferred
stock) and book value per common share was $16.01 at March 31, 1998.
American Bankers Insurance Group, Inc. (ABIG) concentrates on marketing
affordable, specialty insurance products and services through financial
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.
The comparative consolidated results are as follows:
(in thousands)
Quarter Ended
March 31
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1998 1997
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(Loss) income before realized
investment gains and income taxes $(71,794) $35,384
Realized investment gains 2,178 1,930
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(Loss) income before income taxes (69,616) 37,314
Income tax (benefit) expense (26,937) 10,895
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Net (loss) income $(42,679) $26,419
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AMERICAN BANKERS INSURANCE GROUP, INC.
NEWS RELEASE - PAGE 3
The following is a breakdown of operating income and realized investment gains,
net of taxes:
(in thousands except per common share data)
Quarter Ended
March 31
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1998 1997
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Basic:
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Net operating (loss) income $(45,892) $23,367
Net realized investment gains 1,416 1,255
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Adjusted net (loss) income (44,476) 24,622
Dividends on preferred stock 1,797 1,797
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Net (loss) income as reported $(42,679) $26,419
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Basic per share data:
Net operating (loss) income $ (1.09) $ .57
Net realized investment gains .03 .03
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Adjusted net (loss) income $ (1.06) $ .60
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Weighted average shares outstanding 41,959 41,206
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Diluted:
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Net operating (loss) income $(44,080) $25,220
Net realized investment gains 1,416 1,255
Interest on convertible debentures (15) (56)
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Net (loss) income as reported $(42,679) $26,419
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Diluted per share data:
Net operating income $ * $ .54
Net realized investment gains * .03
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Net income $ * $ .57
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Weighted average share outstanding 46,940 46,790
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* Anti-dilutive
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AMERICAN BANKERS INSURANCE GROUP, INC.
NEWS RELEASE - PAGE 4
The following is a breakdown of net operating income, excluding the merger
termination fee and other merger related expenses:
(in thousands)
Quarter Ended
March 31, 1998
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Net loss as reported $ (42,679)
Add back:
Merger termination fee and other merger
related expenses, net of tax 72,102
Less:
Net realized investment gains 1,416
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Net operating income $ 28,007
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