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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 17)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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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. 17 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 50 ........ Press Release, dated July 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: July 27, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
EXHIBIT 50...... PRESS RELEASE, DATED JULY 23, 1998, OF THE COMPANY
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COMPANY PRESS RELEASE
AMERICAN BANKERS INSURANCE GROUP INC. REPORTS SECOND QUARTER 1998 RESULTS
MIAMI--July 23, 1998--American Bankers Insurance Group Inc. (NYSE:ABI) Thursday
announced net operating income for the second quarter of 1998 was $28.0 million
or $0.60 per share on a diluted basis excluding merger related expenses.
This compares with net operating income of $26.6 million or $0.57 per share for
the same period in 1997. Including merger related expenses, the company
reported net operating income of $.55 per share on a diluted basis in the
second quarter of 1998.
Second quarter 1998 operating results benefited principally from growth in
investment income. Investment income for the second quarter 1998 was $36.5
million representing an increase of approximately 10% over the same period in
1997. Second quarter operating results include an increase in interest expense
of approximately $1.5 million due to the merger termination fee of $100 million
paid at the end of the first quarter.
Gross collected premiums for the second quarter of 1998 increased approximately
5% from $667 million to $697 million. Gross collected premiums for the six
months ended June 30, 1998 were $1.395 billion compared to $1.304 billion for
the same period 1997. This is an increase of approximately 7%.
Net income for the second quarter of 1998, excluding merger related expenses
was $32.5 million or $0.69 per share on a diluted basis, compared to $28.6
million or $0.61 per share for the same period of 1997. Second quarter net
income includes realized investment gains, net of tax, of $4.4 million or $0.09
per share compared to realized investment gains, net of tax, of $2.0 million or
$0.04 per share for the same period of 1997. Including merger related expenses
the company reported net income for the second quarter of 1998 of $30.2 million
or $0.64 per share on a diluted basis.
Weighted average shares outstanding on a diluted basis for the quarter were
46.9 million compared to 47.0 million for the same period in 1997.
Stockholders' equity was $711.0 million (excluding $99 million of preferred
stock) and book value per common share was $16.61 at June 30, 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.
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AMERICAN BANKERS INSURANCE GROUP INC.
The comparative consolidated results are as follows:
(in thousands)
Quarter Ended Six Months Ended
June 30 June 30
1998 1997 1998 1997
Income (loss) before realized
investment gains and
income taxes $33,873 $37,067 $(37,921) $72,451
Realized investment gains 6,836 3,104 9,014 5,034
Income (loss) before income
taxes 40,709 40,171 (28,907) 77,485
Income tax expense (benefit) 10,540 11,553 (16,396) 22,448
Net income (loss) $30,169 $28,618 $(12,511) $55,037
The following is a breakdown of operating income (loss) and realized
investment gains, net of taxes:
(in thousands except per common share data)
Quarter Ended Six Months Ended
June 30 June 30
Basic: 1998 1997 1998 1997
Net operating income (loss) $24,172 $24,803 $(21,721) $48,170
Net realized investment gains 4,443 2,018 5,859 3,273
Adjusted net income (loss) 28,615 26,821 (15,862) 51,443
Dividends on preferred stock 1,554 1,797 3,351 3,594
Net income (loss) as reported $30,169 $28,618 $(12,511) $55,037
Basic per share data:
Net operating income (loss) $ .57 $ .60 $ (.51) $ 1.16
Net realized investment gains .10 .05 .14 .08
Adjusted net income (loss) $ .67 $ .65 $ (.37) $ 1.24
Weighted average shares
outstanding 42,662 41,522 42,328 41,365
Diluted:
Net operating income (loss) $25,726 $26,658 $(18,355) $51,878
Net realized investment gains 4,443 2,018 5,859 3,273
Interest on convertible
debentures 0 (58) (15) (114)
Net income (loss) as reported $30,169 $28,618 $(12,511) $55,037
Diluted per share data:
Net operating income $ .55 $ .57 $ (a) $ 1.11
Net realized investment gains .09 .04 (a) .07
Net income $ .64 $ .61 $ (a) $ 1.18
Weighted average shares
outstanding 46,932 46,996 46,951 46,836
(a) Anti-dilutive
Contact:
American Bankers Insurance Group Inc., Miami
P. Bruce Camacho, Executive Vice President
Investor Relations, 305/252-7060
