<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 14D-9
(Amendment No. 12)
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)
---------------
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)
---------------
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
===============================================================================
<PAGE>
This Amendment No. 12 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 45 ........ Press Release, dated April 16, 1998, of the Company.
1
<PAGE>
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
------------------------------------
Name: Gerald N. Gaston
Title: Chief Executive Officer,
President and Vice Chairman
Date: April 17, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EXHIBIT 45...... PRESS RELEASE, DATED APRIL 16, 1998, OF THE COMPANY
<PAGE>
EXHIBIT 45
[AMERICAN BANKERS INSURANCE GROUP LETTERHEAD]
NEWS RELEASE
FOR IMMEDIATE RELEASE
AMERICAN BANKERS INSURANCE GROUP
MIAMI, FL, APRIL 16, 1998 ... AMERICAN BANKERS INSURANCE GROUP, INC. (NYSE:ABI)
announced today it is monitoring the situation related to yesterday's news
release by Cendant Corporation concerning the restatement of Cendant's
earnings. Cendant has assured American Bankers that as additional facts are
developed, American Bankers will be kept fully informed. Executive management
from American Bankers continues to support the current transaction.
American Bankers Insurance Group Inc. 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. ABI, through its insurance subsidiaries, operates in the
United States, Canada, Latin America, the Caribbean and the United Kingdom.
# # # #
