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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 6, 1998
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN BANKERS INSURANCE GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
CENDANT CORPORATION
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transactions:
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(5) Total fee paid.
- ------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Cendant submitted a letter to the state insurance commissioner of Arizona
on March 5, 1998 reaffirming Cendant's contention that, pursuant to certain
contracts and agreements entered into between AIG and American Bankers and
certain members of its management, AIG and those persons controlling AIG are
currently in control over American Bankers without having obtained prior
insurance regulatory approval in violation of the applicable insurance
statutes.
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[Brown & Bain, P.A. Letterhead]
March 5, 1998
Re: Application of American International Group, Inc.
to Acquire Control of American Bankers
Insurance Group, Inc.
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Dear Director Greene:
We understand that counsel to American Insurance Group, Inc. ("AIG")
professes to have "concluded" that the detailed analysis in our
February 23, 1998 letter to you -- which supported a conclusion that
AIG and those persons controlling AIG are in control over American Bankers
Insurance Group, Inc. ("American Bankers") by virtue of the various
contracts and agreements between American Bankers and AIG without the
requisite approval in violation of the provisions of A.R.S. Section 20-481.02(A)
- -- is "wrong" and "unworthy of your consideration". AIG's dismissive attitude
toward its own improper conduct reflects corporate arrogance. The absence of
any substantive response is astounding given the opportunity AIG has had to
create one. But, given its own assertion that holding revocable proxies of more
than ten percent of American Bankers shares on a single issue vote constitutes
"control", the lack of any response is unbecoming. AIG has failed to provide
any analysis in support of its "conclusion". Rather, AIG has merely "concluded"
that Cendant is wrong. In an attempt perhaps to obfuscate the control issue
raised by Cendant, AIG has also resorted to its current practice of
mudslinging.
Cendant continues to believe that AIG and those persons controlling
AIG are in control over American Bankers by virtue of the various contracts
and agreements between American Bankers and AIG without the requisite approval
in violation of the provisions of A.R.S. Section 20-481.02(A). Accordingly,
on behalf of Cendant, we reiterate Cendant's request that your Department
immediately take all appropriate regulatory action to enforce your
statutes and to require AIG and those persons controlling AIG to renounce,
waive or otherwise relinquish each of the control provisions in the contracts
and agreements with American Bankers described in our February 23, 1998 letter.
Respectfully,
/s/ Howard Ross Cabot
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Howard Ross Cabot
Honorable John Greene
Director of Insurance
Arizona Department of Insurance
2910 North 44th Street, Suite 210
Phoenix, Arizona 85018
VIA HAND DELIVERY
HRC:mam
Copy to:
Mr. Kurt Regner
Assistant Chief Examiner
Arizona Department of Insurance
2910 North 44th Street, Suite 210
Phoenix, Arizona 85018
VIA HAND DELIVERY
Michael De La Cruz, Esq.
Assistant Attorney General
Office of the Attorney General
1275 West Washington
Phoenix, Arizona 85007
VIA FACSIMILE [542.4085]
AND HAND DELIVERY