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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 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.
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[ ] 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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FOR IMMEDIATE RELEASE
CENDANT MOVES TO DISMISS AIG'S FLORIDA LAWSUIT:
FILES NEW SUIT AGAINST AIG IN NEW JERSEY:
Stamford, CT and Parsippany, NJ, February 17, 1998 -- Cendant Corporation
(NYSE: CD) today announced that it had filed a motion in United States
District Court, Southern District of Florida, against American International
Group, Inc. (NYSE: AIG) seeking dismissal of AIG's litigation against
Cendant, calling AIG's suit "a thinly-veiled public relations ploy wholly
lacking in merit" and designed to attempt to sully the reputations of
Cendant and its chief executive because they have dared to compete with
AIG for control of American Bankers Insurance Group (NYSE: ABI) by offering
to pay more to the shareholders of ABI.
Cendant has offered to acquire ABI for $58 per share in cash and stock, for an
aggregate of approximately $2.7 billion on a fully diluted basis, a price 23%
higher than AIG is offering.
The Cendant motion to dismiss maintains, among other things, there is no merit
to AIG's claim that Cendant will have a more difficult time than AIG obtaining
the regulatory approvals necessary to acquire ABI. As set forth in the motion,
AIG's opinion is at odds with the opinions of independent analysts who have
validated Cendant's view that "from a regulatory perspective, (Cendant and AIG)
should be considered on equal footing, both in terms of their probability
and timing" to acquire ABI. (Bear Stearns Equity Research, 2/12/98).
The Cendant motion also notes that Cendant already has been approved by the
Insurance Departments in both New York and Colorado to operate an insurance
company and has been approved by other regulatory authorities to participate
in highly regulated industries.
Cendant's motion points out that AIG's position is undermined by a number of
issues, extensively detailed in Cendant's motion, concerning AIG and Maurice
Greenberg its chairman.
Separately, Cendant said that AIG caused its subsidiary to abruptly cancel
Cendant's Director and Officer insurance policy following the announcement
of Cendant's proposal to acquire ABI. Cendant has filed a suit in Superior
Court of the State of New Jersey against AIG and its subsidiary for this
indiscriminate, bad faith cancellation, seeking punitive and other damages.
Cendant (NYSE: CD) is the world's premier provider of consumer and business
services. With a market capitalization of approximately $30 billion, it ranks
among the 100 largest U.S. corporations. Cendant operates in three principal
segments: Membership, Travel and Real Estate Services. In Membership Services,
Cendant provides access to travel, shopping, auto, dining, and other services
through more than 66.5 million memberships worldwide. In Travel Services,
Cendant is the leading franchisor of hotels and rental car agencies worldwide,
the premier provider of vacation exchange services and the second largest fleet
management company. In Real Estate Services, Cendant is the world's premier
franchisor of residential real estate brokerage offices, a major provider of
mortgage services to consumers and a global leader in corporate employee
relocation. Headquartered in Stamford, CT and Parsippany, NJ, the company has
more than 35,000 employees, operates in over 100 countries and makes
approximately 100 million customer contacts annually.
Investor Contact: Media Contact: or:
Laura P. Hamilton Elliot Bloom Jim Fingeroth/Roanne Kulakoff
Senior Vice President Vice President Kekst and Company
Corporate Communications Public Relations
and Investor Relations (973) 496-8414 (212) 521-4800
(203) 965-5114
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[Newspaper Advertisement]
WHAT ARE THEY AFRAID OF?
Why don't AIG and Maurice "Hank" Greenberg want
the Florida Insurance Department to hold a hearing on their
proposed acquisition of American Bankers?
Maybe they don't want the Florida Insurance Department to ask them some tough
questions, such as:
o A significant portion of AIG is owned by a private group of three little-
known entities: Starr International Company, Inc., an off-shore company;
The Starr Foundation; and C.V. Starr & Co. Through these entities, AIG is
effectively "controlled" by Maurice "Hank" Greenberg and a small coterie
of associates. HAVE GREENBERG AND THE STARR ENTITIES FILED FOR APPROVAL TO
BECOME CONTROLLING PERSONS OF AMERICAN BANKERS' INSURANCE COMPANIES? IF
THEY HAVEN'T, WHY NOT?
o WHY IS STARR INTERNATIONAL -- THE LARGEST STARR SHAREHOLDER OF AIG --
INCORPORATED IN PANAMA AND WHY DOES IT KEEP UNMARKED EXECUTIVE OFFICES IN
BERMUDA?
o Over the past 15 years, these Starr entities (which are predominantly owned
by Greenberg and a small group of AIG executives) have received HUNDREDS OF
MILLIONS of dollars in payments from AIG and its subsidiaries as commissions
for "the production and management of insurance business." WHAT ARE THESE
ENORMOUS "COMMISSIONS" THAT ARE PAID TO THE STARR ENTITIES? WHAT ARE THEY
FOR? HAVE HAVE BEEN SUBMITTED FOR REVIEW TO ANY INSURANCE REGULATORY
AUTHORITY? IF NOT, SHOULD THEY HAVE BEEN?
o WHO IS MEL HARRIS AND WHAT IS HIS RELATIONSHIP TO AIG?
o The proxy statement regarding AIG's proposed acquisition of American Bankers
for a low-ball $47 per share repeatedly refers to "expense savings" and
"synergies." DO THEY INTEND TO ELIMINATE JOBS AT AMERICAN BANKERS? WHY
DOESN'T THEIR CONTRACT WITH AMERICAN BANKERS CONTAIN ANY COMMITMENT TO
PRESERVE JOBS OR KEEP AMERICAN BANKERS' HEADQUARTERS IN MIAMI?
o AIG's conduct in connection with Hurricane Andrew was reportedly
characterized by a regulator as "nothing less than repulsive," and its
claims-paying practices have been characterized as "tight-fisted" and
have reportedly been the subject of numerous customer complaints. HOW WILL
THIS AFFECT THE POLICYHOLDERS OF AMERICAN BANKERS?
o TriCapital, Ltd., another off-shore corporation, was formed by Drexel
Burnham and AIG to invest in junk bonds, which were then sold to Columbia
Savings and Loan, an S&L which subsequently failed. WHAT WAS THE
RELATIONSHIP BETWEEN AIG AND DREXEL BURNHAM AND THE FAILED COLUMBIA SAVINGS
AND LOAN?
o IF AIG'S OFFER TO ACQUIRE AMERICAN BANKERS IS SO ATTRACTIVE, WHY IS IT
ENGAGING IN MUDSLINGING AGAINST CENDANT? IS THIS A PATTERN?
o Finally, AIG has gone to extraordinary lengths to try to induce the Florida
Department of Insurance to hold a hearing on Cendant's application to
acquire American Bankers Insurance Group, and to RESIST a hearing on its own
application. WHY DO AIG AND MAURICE GREENBERG SO STRONGLY RESIST A HEARING
BY THE FLORIDA INSURANCE DEPARTMENT? WHAT DO THEY HAVE TO HIDE?
THESE ARE JUST SOME OF THE QUESTIONS THAT ALL THOSE
WHO ARE CONCERNED WITH AMERICAN BANKERS DESERVE TO
HAVE ANSWERED AT A HEARING!
[CENDANT LOGO]