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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 9)
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 A 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 PERSON(S) FILING STATEMENT)
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COPIES TO:
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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. 9 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 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4 is hereby amended and supplemented as follows:
On March 17, 1998, the Board of Directors determined, after consultation
with its legal and financial advisors, and based upon information currently
available to it, that the terms of the Cendant Offer as revised to offer cash
and stock with a value of $67 per share of Common Stock meet the definition of a
"Superior Proposal", as defined in the Merger Agreement. The Company
therefore instructed its legal and financial advisors to commence discussions
with Cendant with respect to the Cendant Offer, as permitted by the Merger
Agreement, including seeking answers to the questions previously submitted by
the Company to Cendant. The Company's press release with respect to the
aforementioned determination is filed as Exhibit 37 hereto and is incorporated
by reference in its entirety herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 37................................ Press Release, dated March 17, 1998,
of the Company.
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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: March 17, 1998
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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Exhibit 37........................... Press Release, dated March 17, 1998, of the Company
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Exhibit 37
[LETTERHEAD OF AMERICAN BANKERS INSURANCE GROUP, INC.]
News Release
Contact: Bruce Camacho
Executive Vice President
Investor Relations
(305) 252 7060
FOR IMMEDIATE RELEASE
Miami, Florida, March 17, 1998...American Bankers Insurance Group, Inc.
(NYSE: ABI) announced today that the Board of Directors of the Company has
determined, after consultation with its legal and financial advisors, and based
upon information currently available to it, that the terms of the revised offer
by Cendant Corporation to acquire American Bankers for cash and stock with a
value of $67 per share of American Bankers common stock meet the definition of
a "Superior Proposal", as defined in the merger agreement with AIG. ABI has
therefore instructed its legal and financial advisors to commence discussions
with Cendant with respect to the offer, as permitted by the merger agreement
with AIG, including seeking answers to the questions previously submitted by the
Company to Cendant.
American Bankers Insurance Group, Inc. (ABI) 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, the Caribbean, Latin America and the
United Kingdom.
