<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 14D-9
(AMENDMENT NO. 13)
--------------
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. 13 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 46 .................... Joint Press Release, dated April 17, 1998,
of Cendant and 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 20, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- --------------- -------------------------------------------------------------
Exhibit 46...... Joint Press Release, dated April 17, 1998, of Cendant and the
Company
<PAGE>
COMPANY PRESS RELEASE EXHIBIT 46
----------
AMERICAN BANKERS AND CENDANT REAFFIRM COMMITMENT TO $67 PER SHARE MERGER
MIAMI/PARSIPPANY, N.J.--April 17, 1998--Cendant Corporation
(NYSE:CD) and American Bankers Insurance Group Inc. (NYSE:ABI) today jointly
reaffirmed their commitment to completing the Merger Agreement under which
Cendant will acquire American Bankers for cash and stock valued at $67 per
share, for an aggregate consideration of approximately $3.1 billion.
"American Bankers continues to support this transaction and strongly believes
it to be in the best interests of American Bankers' shareholders,
policyholders and employees," said R. Kirk Landon, Chairman of the Board and
Gerald N. Gaston, President and Chief Executive Officer of American Bankers.
"Our support is unaffected by Cendant's recently announced expectation of an
earnings restatement."
"With the normal regulatory process, we would expect the ABI transaction to be
completed late summer," said Henry R. Silverman, President and Chief Executive
Officer of Cendant. "By that time, we expect the accounting issues to be behind
us and, assuming our business continues to perform strongly as it has to date,
we would expect our stock price to have recovered from current levels. We would
like to remind investors that the price of our shares is not relevant with
respect to the ABI transaction until 10 days prior to the closing.
"We continue to be enthusiastic about our combination with American Bankers and
look forward to taking advantage of the many opportunities it will create for
both companies."
Cendant is the world's premier provider of consumer and business services.
Cendant operates in three principal segments: Alliance Marketing, Travel and
Real Estate Services. In Alliance Marketing, Cendant provides access to travel,
shopping, auto, dining, and other services through more than 66.5 million
memberships worldwide. In Travel Services, Cendant is the leading franchisor of
hotels and rental car agencies worldwide, the premier provider of vacation
exchange services and the second largest fleet management company. In Real
Estate Services, Cendant is the world's premier franchisor of residential real
estate brokerage offices, a major provider of mortgage services to consumers
and a global leader in corporate employee relocation. Headquartered in
Stamford, CT and Parsippany, NJ, the company has
<PAGE>
more than 34,000 employees, operates in over 100 countries and makes
approximately 100 million customer contacts annually.
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.
- ----------------------------
CONTACT:
Investor Contact:
Laura P. Hamilton
Senior Vice President
Corporate Communications
and Investor Relations
(203) 965-5114
or
Media Contact:
Elliot Bloom
Vice President
Public Relations
(973) 496-8414
or
Kekst and Company
Jim Fingeroth/Thomas Davies
(212) 521-4800
or
American Bankers Insurance Group Inc.
Investor Contact:
P. Bruce Camacho
Investor Relations
(305) 252-7060
