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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 7)
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. 7 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 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4 is hereby amended and supplemented as follows:
On March 4, 1998, the Company entered into a confidentiality agreement with
Cendant and the Purchaser (the "Cendant Confidentiality Agreement"), which
contains terms substantially equivalent to the terms contained in the
confidentiality agreement entered into with AIG. The Company has received from
Cendant a request for certain documents and information. A copy of the Cendant
confidentiality Agreement is attached hereto as Exhibit 35 and incorporated by
reference herein in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 35..... Confidentiality Agreement, dated as of March 2, 1998 among
the Company, Cendant and the Purchaser.
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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 4, 1998
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PERSONAL AND CONFIDENTIAL
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March 2, 1998
Cendant Corporation
Season Acquisition Corp.
6 Sylvan Way
Parsippany, New Jersey 07054
Gentlemen:
In connection with the consideration by you of a possible transaction with
American Bankers Insurance Group, Inc. (the "Company"), you have requested
information concerning the Company. As a condition to your being furnished such
information, you agree to treat any information concerning the Company (whether
prepared by the Company, its advisors or otherwise) which is furnished to you
by or on behalf of the Company in connection with the transaction (herein
collectively referred to as the "Evaluation Material") in accordance with the
provisions of this letter and to take or abstain from taking certain other
actions herein set forth. The term "Evaluation Material" does not include
information which (i) is already in your or your affilates' possession,
provided that such information is not known by you to be subject to another
confidentiality agreement with or other obligation of secrecy to the Company or
another party, or (ii) becomes generally available to the public other than as
a result of a disclosure by you or your affiliates or your respective
directors, officers, employees, agents or advisors, or (iii) becomes available
to you or your affiliates on a non-confidential basis from a source other than
the Company or its advisors, provided that such source is not known by you to
be bound by a confidentiality agreement with or other obligation of secrecy to
the Company or another party.
You hereby agree that the Evaluation Material will be used solely for the
purpose of evaluating a possible transaction between the Company and you, and
that such information will be kept confidential by you and your affiliates
and your respective advisors; provided, however, that (i) any of such
information may be disclosed to your affiliates' directors, officers, employees
and agents and representatives of your adivsors who need to know such
information for the purpose of evaluating any such possible transaction between
the Company and you (it being understood that such directors, officers,
employees and representatives shall be informed by you of the confidential
nature of such information and shall be directed by you to treat such
information confidentially), and (ii) any disclosure of such information may be
made to which the Company consents in writing.
If you or any of your affiliates shall become legally compelled (by deposition,
interrogatory, request for documents, subpoena, civil investigative demand or
similar process) to disclose any of the Evaluation Material, you shall provide
the Company with prompt prior written notice of such requirement so that the
Company may seek a protective order or other appropriate remedy, and/or waive
compliance with the terms of this Agreement. If such protective order or other
remedy is not obtained, or if the Company waives compliance with the provisions
hereof, you shall furnish only that portion of the Evaluation Material which is
legally required and you shall exercise your reasonable efforts to obtain an
order or other assurance that confidential treatment will be accorded such
Confidential Material.
You hereby acknowledge that you are aware, and that you will advise such
directors, officers, employees and representatives who are informed as to the
matters which are the subject of this letter, that the United States
securities laws prohibit any person who has received from an issuer material,
non-public information concerning the matters which are the subject of this
letter from purchasing or selling securities of such issuer or from
communicating such information to any other person under circumstances in which
it is reasonably foreseeable that such person is likely to purchase or sell
such securities.
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In addition, except as required by law, without the prior written consent of
the Company, you will not, and will direct such directors, officers, employees
and representatives not to, disclose to any person who is not authorized to
receive the Evaluation Material either the fact that discussions or
negotiations are taking place concerning a possible transaction between the
Company and you or any of the terms, conditions or other facts with respect to
any such possible transaction, including the status thereof until a definitive
agreement with respect to a transaction is reached.
Although the Company has endeavored to include in the Evaluation Material
information known to it which it believes to be relevant for the purpose of
your investigation, you understand that neither the Company nor any of its
representatives or adivsors have made or make any representation or warranty as
to the accuracy or completeness of the Evaluation Material. You agree that
neither the Company nor its representatives or advisors shall have any
liability to you or any of your representatives or adivsors resulting from the
use of the Evaluation Material.
In the event that you do not proceed with the transaction which is the subject
of this letter within a reasonable time, you shall promptly redeliver to the
Company all written Evaluation Material and any other written material
containing or reflecting any information in the Evaluation Material (whether
prepared by the Company, its advisors or otherwise) and will not retain any
copies, extracts or other reproductions in whole or in part of such written
material. All documents, memordanda, notes and other writings whatsoever
prepared by you, your affiliates or your advisors based on the information in
the Evaluation Material shall be destroyed.
You agree that unless and until a definitive agreement between the Company and
you with respect to any transaction referred to in the first paragraph of this
letter has been executed and delivered, neither the Company nor you will be
under any legal obligation of any kind whatsoever with respect to such a
transaction by virtue of this or any written or oral expression with respect to
such a transaction by any of its directors, officers, employees, agents or any
other representatives or its advisors or representatives thereof except, in the
case of this letter, for the matters specifically agreed to herein. The
agreement set forth in this paragraph may be modified or waived only by a
separate writing by the Company and you expressly modifying or waiving such
agreement.
This letter shall be governed by, and constured in accordance with, the laws of
the State of New York.
Very truly yours,
AMERICAN BANKERS INSURANCE GROUP, INC.
By /s/ Floyd G. Denison
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Floyd G. Denison
Executive Vice President-Finance
Confirmed and Agreed to:
CENDANT CORPORATION
By: /s/ James E. Buckman
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Senior Executive Vice President
and General Counsel
Date: March 2, 1998
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SEASON ACQUISITION CORP.
By: /s/ James E. Buckman
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Vice President
Date: March 2, 1998
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