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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 5)
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. 5 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"), 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 3. IDENTITY AND BACKGROUND
The response to Item 3(b) is hereby amended and supplemented as follows:
On February 20, 1998, Barnett Bank N.A., the trustee under the American
Bankers Insurance Group, Inc. Leveraged Employee Stock Ownership Plan Trust (the
"LESOP Trust"), and U.S. Trust Company of California, the investment manager of
the LESOP Trust, sent a letter to the participants in the LESOP concerning the
voting of shares of Common Stock allocated to the accounts of LESOP participants
at the special meeting of the common shareholders of the Company to be held on
March 6, 1998. A copy of the letter is filed as Exhibit 30 hereto and is
incorporated by reference herein in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 30...... Letter, dated February 20, 1998, from Barnett Bank, N.A. and
U.S. Trust Company of California, N.A. to participants in the
Company's Leveraged Employee Stock Ownership Plan (LESOP)
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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: February 26, 1998
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EXHIBIT NO. DESCRIPTION
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Exhibit 30........... Letter, dated February 20, 1998, from Barnett Bank, N.A. and U.S.
Trust Company of California, N.A. to participants in the Company's
Leveraged Employee Stock Ownership Plan (LESOP)
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EXHIBIT 30
February 20, 1998
Dear LESOP Participants:
Barnett Bank, N.A., the Trustee of the American Bankers Insurance Group,
Inc. Leveraged Employee Stock Ownership Plan (the LESOP Trust), is providing you
with the enclosed materials concerning a special meeting of the common
shareholders of American Bankers Insurance Group, Inc. (ABIG) to be held on
March 6, 1998 (the Shareholders Meeting). As participants in the LESOP Trust,
you have the right to instruct U.S. Trust Company of California, N.A., the
Investment Manager of the LESOP Trust (Investment Manager), as to how the shares
allocated to your account in the LESOP Trust will be voted on the issues that
will be decided at the Shareholders Meeting. See the "The LESOP's Participant
Voting Instruction Provision" section below for additional details. Enclosed is
a copy of the Proxy Statement/Prospectus dated January 20, 1998. This enclosure
is the shareholder proxy material you were previously provided and is intended
to help you make a decision as to the instructions you wish to give.
SUMMARY OF THE ISSUES
Shareholders of ABIG will vote on a proposed merger (the AIG Merger) of
ABIG into a subsidiary of American International Group, Inc. (AIG). A complete
description of this proposed AIG Merger is set forth in the enclosed Proxy
Statement/Prospectus.
On January 27, 1998, Cendant Corporation (Cendant) announced an unsolicited
tender offer for shares of ABIG common stock. The Cendant offer is in the form
of a tender offer, not in the form of a merger proposal. Consequently, under the
LESOP Trust's governing documents, participants do not have a right to act on
the Cendant offer. The Investment Manager will decide, in its sole discretion,
whether to tender the shares held by the LESOP Trust pursuant to the Cendant
offer. However, the terms of the Cendant offer may have a bearing on your
decision as to how to instruct the Investment Manager to vote the shares
allocated to your account on the AIG Merger. The Cendant offer is described in
Item 2 on Page 2 of the Schedule 14D-9 of ABIG, a copy of which is enclosed.
Under the currently effective terms of the LESOP Trust, the Investment
Manager generally has the sole discretion to determine the disposition, in
connection with the AIG Merger, of ABIG common stock held by the LESOP.
Therefore, in the event the AIG Merger is consummated, the Investment Manager
will determine whether the LESOP Trust will elect to receive cash or AIG stock
as consideration for the AIG Merger. Participants will not be able to make this
determination on an individual basis.
The LESOP Trustee and the Investment Manager make no recommendation to
LESOP Trust participants as to what instructions they should deliver with
respect to the shareholder vote on the proposed Merger.
VOTING PROCEDURES
A "Voting Instruction Card" and a return envelope (with postage pre-paid)
for your Voting Instruction Card is enclosed.
After you have read this letter and the enclosed materials, please do the
following:
(i) Mark, date and sign your Voting Instruction Card. Please be sure
to sign your name exactly as it appears on the Voting Instruction Card. The
number of shares of stock allocated to your account under the LESOP Trust
is shown under your address and social security number on the Voting
Instruction Card.
(ii) Mail the Voting Instruction Card in the enclosed pre-addressed
stamped envelope so that it will be received by the Investment Manager's
agent no later than 5:00 pm on March 4, 1998. If you misplace
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the enclosed envelope, or if you wish to send your Voting Instruction Card
by overnight mail (at your own expense), you should send it to:
Investment Manager of the American Bankers Insurance Group
Leveraged Employee Stock Ownership Plan
c/o Chase Mellon Shareholder Services
600 Willow Tree Road
Leonia, NJ 07605
You may also fax your Voting Instruction Card to Chase Mellon at
201-296-4142.
The Voting Instruction Card is the only document that you are required to
complete and deliver in order to instruct the Investment Manager how to vote the
shares of stock allocated to your LESOP Trust account.
THE LESOP'S PARTICIPANT VOTING INSTRUCTION PROVISION
The LESOP Trust's governing document provides that its participants are
entitled to instruct the Investment Manager as to the voting of the shares
allocated to their LESOP Trust accounts as to the AIG Merger. The LESOP Trust
also provides that the Investment Manager will vote both the shares that are
unallocated and those allocated shares for which it fails to receive participant
voting instructions in its own discretion.
You should understand that the actions of the Investment Manager with
respect to voting the stock held in the LESOP Trust are governed by the
fiduciary duties and requirements of the Employee Retirement Income Security Act
of 1974 as amended (ERISA). Although the law is not entirely clear on how the
ERISA fiduciary duties apply with respect to the voting of employer securities,
the United States Department of Labor (the DOL) has informally stated certain
standards that it believes a fiduciary should follow. Based on the DOL's
standards, and on the advice of its legal counsel, the Investment Manager will
vote the allocated shares of stock held in the LESOP Trust in accordance with
the instructions received from its participants, if among other things, the
Investment Manager is reasonably assured that all of the following conditions
are met:
A. That the participants have been provided with sufficient
information to enable them to make an informed decision in instructing the
Investment Manager how to vote their allocated shares.
You have already received and are receiving today a description of the
pertinent information regarding the issues to be voted on at the
Shareholders Meeting. The Investment Manager has reviewed the material and
has had no objection to its content. You have already received additional
information prepared by Cendant and ABIG, which may have a bearing on your
vote. If additional facts arise that the Investment Manager believes you
should know about, the Investment Manager will make them available to you.
However, it is possible that such additional facts might arise too late to
make them available to all participants prior to the Shareholders Meeting.
B. That the participants have acted independently and without coercion
in instructing the Investment Manager how to vote their allocated shares.
As of the date of this letter, the Investment Manager is not aware of
any reason why the participants would not be acting independently in
completing their Voting Instruction Cards, or would be subject to coercion
by any individual or ABIG. ABIG is aware that the participants should be
free from coercion in completing their Voting Instruction Cards. If you are
subjected to any coercion by any person, please contact the Investment
Manager at 1-800-362-7514.
C. That the individual participants' voting instructions are kept
confidential.
The Voting Instruction Cards will be tabulated by an agent of the
Investment Manager and each participant's vote will be kept confidential by
the Investment Manager and Trustee. ABIG will not have access to individual
Voting Instruction Cards even after the matters to be voted on at the
Shareholders Meeting have been decided.
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D. That the voting instruction provisions of the LESOP Trust are
consistent with ERISA. That is, the Investment Manager must follow the
voting instruction provisions, unless it concludes that to do so would be
imprudent or contrary to the best interests of the participants.
If participants instruct the Investment Manager to vote their shares
in a certain manner, and the Investment Manager determines that doing so
would be imprudent or otherwise not for the exclusive purpose of providing
benefits to the participants, then the Investment Manager can and must
disregard the instructions of the participants, and vote the shares in the
manner it believes is required under ERISA. The Investment Manager has not
yet determined that any vote on the issues to be presented at the
Shareholders Meeting is such that disregarding participant instructions
would be necessary. It is possible that the Investment Manager may make
such a determination prior to the Shareholders Meeting, and it will make
its final determination in this regard immediately prior to the
Shareholders Meeting. One example of a circumstance under which the
Investment Manager might determine to disregard the participants'
instructions would be if new information becomes available prior to the
Shareholders Meeting, which it is not possible to communicate to the
participants in a timely manner.
CHANGING OR REVOKING YOUR VOTING INSTRUCTION CARD
If you decide to change your voting instructions to the Investment Manager
after you have submitted your Voting Instruction Card, you must obtain a new
form from the Investment Manager by contacting the Investment Manager as
described in the paragraph below titled "How to Contact the Investment Manager."
By properly completing and timely returning a new Voting Instruction Card, your
previously submitted Voting Instruction Card will be automatically revoked.
Your may also revoke your Voting Instruction Card by notifying the
Investment Manager in writing of your decision to revoke, but if you do not
timely submit a new valid Voting Instruction Card, your allocated shares covered
by the revoked Voting Instruction Card will be treated as if no Voting
Instruction Card was received from you. After 5:00 pm on March 4, 1998, no
Voting Instruction Card will be accepted and no Voting Instruction Card may be
changed or revoked. Therefore, it is important that you complete and return your
Voting Instruction Card in time for it to reach the Investment Manager by 5:00
pm on March 4, 1998.
HOW TO CONTACT THE INVESTMENT MANAGER
If you have any questions or comments concerning the procedure for
completing and/or returning your Voting Instruction Card, please contact U.S.
Trust Company of California at 1-800-362-7514, between the hours of 9:00 a.m.
and 5:00 p.m. Eastern Time. Your telephone call or other communication will be
kept confidential.
Sincerely,
Barnett Bank, N.A. as Trustee of the
American
Bankers Insurance Group Leveraged
Employee Stock Ownership Plan
U.S. Trust Company of California, N.A.
as Investment Manager of the
American Bankers Insurance Group
Leveraged Employee Stock
Ownership Plan
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AMERICAN BANKERS INSURANCE GROUP, INC.
LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTIONS TO INVESTMENT MANAGER
The undersigned participant in the American Bankers Insurance Group, Inc.
Leveraged Employee Stock Ownership Plan (the "Plan") hereby instructs U.S.
Trust Company of California, N.A. ("U.S. Trust"), as Investment Manager of the
Plan, to direct the Plan Trustee to vote, as designated on the reverse side,
all shares of the common stock, par value $1.00 per share ("Common Stock"), of
American Bankers Insurance Group, Inc. at the Special Meeting of Shareholders
to be held on March 6, 1998, and at any and all adjournments or postponements
thereof.
THIS INSTRUCTION CARD MUST BE PROPERLY COMPLETED, SIGNED, DATED AND
RECEIVED BY U.S. TRUST'S AGENT BY 5:00 P.M. EASTERN TIME ON MARCH 4, 1998. IF
THIS INSTRUCTION CARD IS PROPERLY SIGNED, DATED AND TIMELY RECEIVED, BUT NO
INSTRUCTIONS ARE GIVEN, THE SHARES OF COMMON STOCK ALLOCATED TO YOUR PLAN
ACCOUNT WILL BE VOTED BY THE TRUSTEE AS DIRECTED BY U.S. TRUST IN ITS EXCLUSIVE
DISCRETION.
IF THIS INSTRUCTION CARD IS NOT TIMELY RECEIVED BY U.S. TRUST'S AGENT, THE
SHARES OF COMMON STOCK ALLOCATED TO YOUR PLAN ACCOUNT WILL BE VOTED BY THE
TRUSTEE AS DIRECTED BY U.S. TRUST IN ITS EXCLUSIVE DISCRETION.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS INSTRUCTION CARD USING THE
ENCLOSED ENVELOPE. IF YOUR ADDRESS IS INCORRECTLY SHOWN, PLEASE PRINT CHANGES.
- FOLD AND DETACH HERE -
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Please mark
your vote as [X]
indicated in
the example
PLEASE MARK VOTE IN BOX IN THE FOLLOWING MANNER USING DARK INK ONLY
Approval and adoption of the Agreement and Plan of Merger by and among American
Bankers Insurance Group, Inc., American International Group, Inc. and AIGF,
Inc., and the merger contemplated thereby, as described in the accompanying
Proxy Statement/Prospectus.
FOR AGAINST ABSTAIN
Dated: ___________________________________, 1998
________________________________________________
Signature(s)
________________________________________________
Signature(s)
Please date this Instruction Card and sign it
exactly as your name or name(s) appears to the left.
- FOLD AND DETACH HERE -
