<PAGE>
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.
------------------
(Name of Registrant as Specified in Its Charter)
CENDANT CORPORATION
-------------------
(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):
-------
(4) Proposed maximum aggregate value of transactions:
--------------------
(5) Total fee paid.
- ------------
[ ] 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:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------
(3) Filing Party:
-------------------------------------------------------
(4) Date Filed:
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[CENDANT LOGO]
March 16, 1998
Dear American Bankers Shareholder:
On February 12, 1998, we furnished you with a proxy statement soliciting
your proxy to vote AGAINST the proposed merger (the "Proposed AIG Merger") of
American International Group, Inc. ("AIG") and American Bankers Insurance
Group, Inc. ("American Bankers") at the special meetings (the "Special
Meetings") of American Bankers' preferred shareholders and American Bankers'
common shareholders which previously had been scheduled for March 4, 1998 and
March 6, 1998, respectively. On March 2, 1998, following the amendment of the
merger agreement between AIG and American Bankers (the "Amended AIG Merger
Agreement"), the Board of Directors of American Bankers (the "American
Bankers Board") announced that the Special Meetings were postponed until
March 25, 1998 and 27, 1998. Under the terms of the Amended AIG Merger
Agreement, AIG would provide you cash and/or shares of AIG common stock
valued at $58.
CENDANT WILL PAY YOU CONSIDERABLY MORE FOR YOUR SHARES
On March 16, 1998, Cendant announced that the value of its cash tender
offer for 51% of the outstanding common shares of American Bankers was being
increased from $58.00 per common share to $67.00 per common share (the
"Increased Cendant Offer"), representing a premium of $9.00 (or 15.5%) over
the value of the Proposed AIG Merger.
American Bankers has indicated that it may propose to adjourn or postpone
the Special Meetings (the "Adjournment Proposal") in order to solicit
additional proxies in favor of the Proposed AIG Merger in the event that
there are not sufficient votes for such approval at the Special Meetings.
YOUR VOTE IS ESSENTIAL! IF YOU WANT THE OPPORTUNITY TO CONSIDER THE
HIGHER-VALUED INCREASED CENDANT OFFER, VOTE AGAINST THE PROPOSED AIG MERGER
AND THE ADJOURNMENT PROPOSAL BY RETURNING THE ACCOMPANYING GOLD PROXY CARD
(OR BLUE INSTRUCTION CARD IF YOU ARE A LESOP PARTICIPANT) TODAY. REMEMBER,
ONLY YOUR LATEST VOTE COUNTS.
Please read the attached supplement to our February 12, 1998 Proxy
Statement carefully. A vote against the Proposed AIG Merger or the
Adjournment Proposal will not obligate you to tender your American Bankers
shares in the Increased Cendant Offer. It will help give you and other
American Bankers shareholders an opportunity to decide for yourselves whether
the Increased Cendant Offer is in their best interests.
The choice is clear, but it's going to take a strong shareholder vote to
make American Bankers understand that. Make sure your voice is heard. Vote
AGAINST American Bankers' proposals by signing, dating and returning the
enclosed GOLD proxy card (or BLUE instruction card if you are a LESOP
Participant) today. Shareholders have the option to revoke their proxies at
any time, or to vote their shares personally on request if they attend the
applicable Special Meeting. Even if you have already submitted a proxy or
instruction card, you can still vote your shares AGAINST the Proposed AIG
Merger and the Adjournment Proposal by simply signing, dating and returning
the GOLD proxy card (or BLUE instruction card if you are a LESOP Participant)
today.
Thank you for your consideration and support.
Sincerely,
/s/ Henry R. Silverman /s/ Walter A. Forbes
----------------------- ---------------------
Henry R. Silverman Walter A. Forbes
President and Chairman of the Board
Chief Executive Officer
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IMPORTANT
If your shares are held in your own name, please sign, date and return the
enclosed GOLD proxy card today. If your shares are held in "Street-Name"
only your broker or bank can vote your shares and only upon receipt of your
specific instructions. Please return the enclosed GOLD proxy card to your
broker or bank and contact the person responsible for your account to
ensure that a GOLD proxy is voted on your behalf.
Only shareholders of record on January 30, 1998 are entitled to vote at the
Special Meetings.
Participants in American Bankers' Leveraged Employee Stock Ownership Plan
(the "LESOP") may vote shares allocated to their LESOP accounts only by
instructing U.S. Trust Company of California, N.A., the investment manager
of the LESOP, as to how they want such shares to be voted. Please sign,
date and return the BLUE instruction card previously provided to you
AGAINST the Proposed AIG Merger and the Adjournment Proposal.
Do not sign any green or white proxy card you may receive from American
Bankers.
If you have any questions or need assistance in voting your shares, please
call:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
CALL TOLL-FREE: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833
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THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES WITH
RESPECT TO THE PROPOSED AIG MERGER AND THE ADJOURNMENT PROPOSAL AND IS
NEITHER A REQUEST FOR THE TENDER OF AMERICAN BANKERS COMMON SHARES NOR AN
OFFER TO SELL SHARES OF CENDANT COMMON STOCK. THE INCREASED CENDANT OFFER IS
BEING MADE ONLY BY MEANS OF AN OFFER TO PURCHASE AND SUPPLEMENTS THERETO, AND
RELATED LETTERS OF TRANSMITTAL, WHICH HAVE BEEN SEPARATELY MAILED TO AMERICAN
BANKERS SHAREHOLDERS.
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SPECIAL MEETING OF PREFERRED SHAREHOLDERS
OF
AMERICAN BANKERS INSURANCE GROUP, INC.
TO BE HELD ON MARCH 25, 1998
AND
SPECIAL MEETING OF COMMON SHAREHOLDERS
OF
AMERICAN BANKERS INSURANCE GROUP, INC.
TO BE HELD ON MARCH 27, 1998
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SUPPLEMENT
TO THE
PROXY STATEMENT
OF
CENDANT CORPORATION
----------------------------
SOLICITATION OF PROXIES
IN OPPOSITION TO THE PROPOSED MERGER OF
AMERICAN BANKERS INSURANCE GROUP, INC. AND
AMERICAN INTERNATIONAL GROUP, INC.
This Proxy Statement Supplement (this "Supplement") and the enclosed GOLD
proxy card are furnished by Cendant Corporation, a Delaware corporation
("Cendant"), in connection with its solicitation of proxies to be used at a
special meeting of preferred shareholders of American Bankers Insurance
Group, Inc., a Florida corporation ("American Bankers"), to be held at 10:00
a.m., Eastern time, on March 25, 1998 and at any adjournments, postponements
or rescheduling thereof and at a special meeting of common shareholders of
American Bankers to be held at 10:00 a.m., Eastern time, on March 27, 1998
and at any adjournments, postponements or reschedulings thereof
(collectively, the "Special Meetings"). This Supplement amends and
supplements, to the extent set forth herein, the Proxy Statement of Cendant,
dated February 12, 1998, which was first mailed to shareholders of American
Bankers on or about February 12, 1998 (the "Proxy Statement"). Capitalized
terms used in this Supplement and not otherwise defined in this Supplement
shall have the respective meanings assigned to such terms in the Proxy
Statement. This Supplement and the enclosed proxy are first being sent or
given to shareholders of American Bankers on or about March 17, 1998.
RECENT DEVELOPMENTS
THE SPECIAL MEETINGS
On March 2, 1998, American Bankers announced that the Special Meetings,
which previously had been scheduled for March 4 and March 6, 1998, had been
postponed until March 25 and March 27, 1998. In addition, on March 10, 1998,
American Bankers filed a supplement to its proxy statement which indicated
that the Record Date for the Special Meetings continues to be January 30,
1998.
Cendant is soliciting proxies from holders of shares of the common stock,
par value $1.00 per share, of American Bankers (the "Common Shares") and
holders of shares of the $3.125 Series B Cumulative Convertible Preferred
Stock of American Bankers (the "Preferred Shares" and, together with the
Common Shares, the "Shares") to vote AGAINST both (i) American Bankers'
proposal to merge with and into AIGF, Inc., a Florida corporation ("AIG Sub")
and a wholly owned subsidiary of American International Group, Inc., a
Delaware corporation ("AIG") (such proposed merger, the "Proposed AIG
Merger") and (ii) any proposal to adjourn or postpone the Special Meetings
(the "Adjournment Proposal") to permit American Bankers to further solicit
proxies in the event that there are not sufficient votes at the time of
either Special Meeting to approve the Proposed AIG Merger.
The proxy cards previously furnished to you by Cendant remain valid for
shareholders entitled to vote at the Special Meetings. Nonetheless, new GOLD
proxy cards are being provided to you with this Supplement to vote AGAINST
both the Proposed AIG Merger and the Adjournment Proposal. LESOP
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Participants can instruct U.S. Trust Company of California, N.A., the
investment manager of the American Bankers' Leveraged Employee Stock
Ownership Plan (the "LESOP"), to vote Common Shares allocated to their LESOP
accounts AGAINST the Proposed AIG Merger and the Adjournment Proposal on the
BLUE instruction card separately provided to them. In addition, if you have
already voted American Bankers' white or green proxy card (or marked the BLUE
instruction card) in favor of the Proposed AIG Merger or the Adjournment
Proposal, you may revoke that vote by completing and returning the GOLD proxy
(or marking the BLUE instruction card) and indicating your vote AGAINST the
Proposed AIG Merger and the Adjournment Proposal. It is the latest dated
proxy which will be counted.
PLEASE SIGN AND DATE THE ENCLOSED GOLD PROXY CARD (OR FOR LESOP
PARTICIPANTS, THE BLUE INSTRUCTION CARD) TODAY AND VOTE AGAINST THE PROPOSED
AIG MERGER AND THE ADJOURNMENT PROPOSAL.
THE REVISED CENDANT OFFER
On March 16, 1998, Cendant announced that the value of the tender offer by
Season Acquisition Corp., a wholly owned subsidiary of Cendant, for 51% of
the outstanding Common Shares was being increased from $58.00 per Common
Share to $67.00 PER COMMON SHARE, NET TO THE SELLER IN CASH, without interest
thereon (the "Increased Cendant Offer"). The Increased Cendant Offer
represents a premium of $9.00 (or 15.5%) over the value of the Proposed AIG
Merger. Accordingly, Cendant believes that, due to the superior nature of its
revised proposal, American Bankers can, and indeed is obligated to, meet with
Cendant and discuss Cendant's proposal. Cendant has requested that, pursuant
to the terms of the Amended AIG Merger Agreement (as described below), the
American Bankers Board obtain the advice of its outside counsel and financial
advisor regarding Cendant's superior proposal and immediately engage in
negotiations and discussions with Cendant concerning such proposal.
The Increased Cendant Offer will expire at 12:00 midnight, New York City
time, on Friday, March 27, 1998, unless extended. The terms of the Increased
Cendant Offer are set forth in a supplement dated March 16, 1998 to the
Cendant Offer to Purchase, which is being mailed to American Bankers'
shareholders.
AMENDED AIG MERGER AGREEMENT
According to Amendment No. 6 to American Bankers' Solicitation/Recommendation
Statement on Schedule 14D-9, on February 28, 1998, AIG, AIG Sub and American
Bankers amended and restated the AIG Merger Agreement (the "Amended AIG Merger
Agreement") and AIG and American Bankers amended and restated the AIG Lockup
Option Agreement (the "Amended AIG Lockup Option Agreement"). The Amended AIG
Merger Agreement provides that the value of the per share consideration that
each holder of Common Shares would be entitled to receive in the Proposed AIG
Merger has been increased to $58.00. The elections contemplated by the AIG
Merger Agreement with respect to cash and stock have not been amended.
In addition, the Amended AIG Merger Agreement provides that AIG, at its
option, is now permitted to effect the acquisition of American Bankers
through a tender offer (the "Optional AIG Tender Offer") for 100% (or such
lesser percentage not less than 35% (excluding for all purposes in
calculating such applicable percentage any Common Shares owned by AIG
pursuant to its exercise of the AIG Lockup Option) as AIG may determine) of
the outstanding Common Shares for at least $58.00 in cash followed by a
second-step merger between American Bankers and AIG Sub in which American
Bankers' shareholders would receive, at AIG's election, either cash or, if
non-taxable, AIG Common Stock with a value (as determined based on the
average closing prices of the AIG Common Stock on the NYSE for the ten
trading days ending on the third trading day prior to the date that the
Proposed AIG Merger is consummated) equal to the amount paid for each Common
Share in the Optional AIG Tender Offer. If the Optional AIG Tender Offer is
consummated, AIG would thereafter be entitled to designate two members of
American Bankers Board, and American Bankers has agreed to increase the size
of American Bankers Board to the extent permitted by American Bankers
Articles and American Bankers By-Laws, and thereafter cause AIG's designees
promptly to be elected to American Bankers Board. Pursuant to the Amended AIG
Merger Agreement, American Bankers and AIG also have agreed to
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waive certain of the conditions to their respective obligations to consummate
the Proposed AIG Merger in the event that AIG commences and consummates the
Optional AIG Tender Offer.
Pursuant to the Amended AIG Merger Agreement, in the event that AIG
commences the Optional AIG Tender Offer and another person has commenced or
commences a tender offer to acquire at least 49.9% of the outstanding Common
Shares for not less than $58.00 in cash per share and such person has
proposed to follow such tender offer with a second step merger in which
holders of Common Shares would receive consideration with a value equal to
not less than the value paid by such person pursuant to its tender offer,
then American Bankers will be entitled to amend or modify the Rights
Agreement, dated as of February 19, 1998, between American Bankers and
ChaseMellon Shareholder Services, L.L.C., as Rights Agent (as such agreement
may be amended, the "Rights Agreement") in a manner consistent with the
treatment of the Proposed AIG Merger and the Optional AIG Tender Offer to
exempt any such other person from being deemed to be an Acquiring Person and
such other tender offer from triggering a Distribution Date or causing the
preferred stock purchase rights (the "Rights") to separate from the Common
Shares. In addition, in such event American Bankers will also be entitled to
grant such approvals and take such action to eliminate or minimize the effect
of any state antitakeover statute, including the Florida Affiliated
Transaction Statute and the Florida Control Share Statute, on such other
tender offer.
The Fiduciary Sabbatical Provision contained in the original AIG Merger
Agreement which prohibited American Bankers and its subsidiaries, directors,
employees, agents and representatives from providing information to third
parties, engaging in negotiations or discussions with third parties or
recommending an Acquisition Proposal to the shareholders of American Bankers
for a period of 120 days following the execution of the original AIG Merger
Agreement has been amended to eliminate the 120-day lock-out provision.
Consequently, American Bankers is now permitted to provide information to any
party who has made an unsolicited bona fide Acquisition Proposal for American
Bankers if American Bankers Board determines in good faith after consultation
with outside legal counsel that such action is necessary in order for its
directors to comply with their respective fiduciary duties under applicable
law and if such party enters into an appropriate confidentiality agreement.
On March 4, 1998, Cendant, Cendant Sub and American Bankers entered into a
confidentiality agreement (the "Confidentiality Agreement") providing for
Cendant and Cendant Sub's review of certain confidential information of
American Bankers. Pursuant to the Confidentiality Agreement, on March 6,
1998, American Bankers began to provide Cendant with certain confidential
information regarding American Bankers.
Pursuant to the Fiduciary Sabbatical Provision as amended by the Amended
AIG Merger Agreement, American Bankers is now permitted to engage in
negotiations or discussions with any person who has made an unsolicited bona
fide written Acquisition Proposal, and can recommend to American Bankers'
shareholders an unsolicited bona fide written Acquisition Proposal, in each
case to the extent that American Bankers Board determines in good faith after
consultation with outside legal counsel that such action is necessary in
order for its directors to comply with their respective fiduciary duties
under applicable law and American Bankers Board determines in good faith
after consultation with its financial advisor that such Acquisition Proposal,
if accepted, is reasonably likely to be consummated and would, if
consummated, result in a more favorable transaction than the Proposed AIG
Merger.
In the Amended AIG Merger Agreement, the provision which prohibited
American Bankers Board from terminating the Amended AIG Merger Agreement in
certain circumstances for a period of 180 days from December 21, 1997, the
date of the original AIG Merger Agreement, has been amended to reduce such
period to 150 days from December 21, 1997.
Pursuant to the Amended AIG Merger Agreement the size of the AIG
Termination Fee has been increased from $66 million to $81.5 million plus an
amount equal to AIG's expenses incurred in connection with the Proposed AIG
Merger since January 27, 1998 up to a maximum of $5 million (the "Increased
AIG Termination Fee"). The circumstances in which the Amended AIG Merger
Agreement may be terminated and in which the Increased AIG Termination Fee is
payable by American Bankers have been amended. Such circumstances include AIG
having commenced the Optional AIG Tender Offer and such tender offer not
having been consummated by the 60th day from the date of commencement
thereof.
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Pursuant to the Amended AIG Lockup Option Agreement, the maximum total
profit that AIG can obtain under the AIG Lockup Option has been increased
from $66 million to $100 million. Such amount will still be reduced by the
amount of any termination fee paid by American Bankers under the Amended AIG
Merger Agreement. The AIG Lockup Option has also been revised pursuant to the
Amended AIG Lockup Option Agreement to provide that, at AIG's option, if the
Amended AIG Merger Agreement is terminated at a time when regulatory approval
for AIG to consummate the purchase of Common Shares subject to the AIG Lockup
Option has not yet been obtained, AIG's prior exercise of such option may be
settled in cash in an amount equal to the Spread (as defined in the Amended
AIG Stock Option Agreement) multiplied by the number of Common Shares subject
to the exercise of such option less any termination fee paid pursuant to the
Amended AIG Merger Agreement.
In the Amended AIG Merger Agreement, AIG has agreed to maintain the
corporate headquarters of American Bankers in Miami at the current location
for the foreseeable future and, in any event, for not less than 5 years
following consummation of the Proposed AIG Merger. In addition, AIG has
agreed to ensure, to the extent within its reasonable control, that the
public school and day care facility next to American Bankers' headquarters in
Miami will remain in operation at their current location for as long as
American Bankers' headquarters shall be maintained at its current location.
The foregoing description of the Amended AIG Merger Agreement and the
Amended AIG Lockup Option Agreement is qualified in its entirety by reference
to the full text of the Amended AIG Merger Agreement and the Amended AIG
Lockup Option Agreement, copies of which have been included by American
Bankers as exhibits to Amendment No. 6 to American Bankers' Schedule 14D-9
(the "Schedule 14D-9").
THE RIGHTS AGREEMENT
On February 19, 1998, American Bankers Board approved and adopted the
Rights Agreement pursuant to which one Right was distributed as a dividend
for each Common Share held by holders of record on March 10, 1998. The Rights
Agreement replaces American Bankers' former Rights Agreement, as amended (the
"Former Rights Agreement"), which expired pursuant to its terms on March 10,
1998. The Rights Agreement is substantially identical to the Former Rights
Agreement, as it had been amended, except that the exercise price to purchase
from American Bankers one-one hundredth of a share of Series C Participating
Preferred Stock has been set at $75.00 and the expiration date is March 10,
2003, unless the Rights are earlier redeemed by American Bankers.
According to Amendment No. 3 to the Schedule 14D-9, under the Rights
Agreement, a Distribution Date will be the Close of Business (as defined in
the Rights Agreement) on the day (or such later date as may be determined by
action of American Bankers Board, upon approval by a majority of the
Continuing Directors (as defined in the Rights Agreement)) which is the
earlier of (i) ten days following a public announcement that an Acquiring
Person has acquired, or obtained the right to acquire, beneficial ownership
of 15% or more of the outstanding Common Shares and (ii) ten business days
following the commencement of a tender offer or exchange offer which would
result in a person or group beneficially owning 15% or more of the
outstanding Common Shares (except that no Distribution Date shall occur until
such date as may be determined by action of American Bankers Board, upon
approval by a majority of the Continuing Directors, as a result of the
Cendant Offer). Until the occurrence of a Distribution Date, the Rights will
be evidenced by the Common Share Certificates and will be transferred with
and only with Common Share Certificates.
Pursuant to the Rights Agreement, AIG, AIG Sub or their affiliates will
not be deemed to be an Acquiring Person solely by reason of the execution,
delivery or consummation of the transactions contemplated by the Amended AIG
Merger Agreement, the Amended AIG Lockup Option Agreement and the AIG Voting
Agreement. Any acquisition of Common Shares by AIG, AIG Sub or any of their
affiliates other than pursuant to the Amended AIG Merger Agreement, the
Amended AIG Lockup Option Agreement and the AIG Voting Agreement would cause
such entity to become an Acquiring Person.
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Pursuant to the terms of the Amended AIG Merger Agreement, Cendant
believes if AIG commences the Optional AIG Tender Offer, American Bankers
would be entitled to amend the Rights Agreement to provide that Cendant is
not an Acquiring Person and that a Distribution Date shall not be deemed to
occur as a result of the Cendant Offer.
The foregoing summary of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to Amendment No. 3 to
the Schedule 14D-9 and the full text of the Rights Agreement attached as an
exhibit thereto filed with the SEC, and subsequent amendments to the Rights
Agreement as filed with the SEC.
AMERICAN BANKERS' ADJOURNMENT PROPOSAL
American Bankers is also soliciting proxies in support of the Adjournment
Proposal which would permit American Bankers, if it chose to do so, to
adjourn or postpone the Special Meetings to a later date. Adjourning or
postponing the Special Meetings would enable American Bankers' management to
solicit additional proxies in favor of the Proposed AIG Merger in the event
that there are not sufficient votes for such approval at the Special
Meetings. The American Bankers Board has already postponed the Special
Meetings once. By rescheduling the Special Meetings for March 25th and March
27th, there has been sufficient time for shareholders to consider the
competing proposals. The solicitation for authority to adjourn the Special
Meetings is an attempt by the American Bankers Board to reserve the right to
delay the Special Meetings indefinitely, further delaying your ability to
receive the superior value of the Increased Cendant Offer. A vote AGAINST the
Adjournment Proposal would prohibit American Bankers' management from using
its unfettered discretion to obtain support for AIG's inferior proposal.
If you submitted or submit the GOLD proxy card previously furnished to you
which does not include the Adjournment Proposal on the proxy card, the
proxies named herein will exercise their discretionary authority to vote
AGAINST the Adjournment Proposal. If you wish to specify the manner in which
your Shares are to be voted on the Adjournment Proposal, you should mark,
sign and submit the enclosed revised GOLD proxy card.
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IMPORTANT
IF YOU WANT THE INCREASED CENDANT OFFER TO SUCCEED, WE URGE YOU TO
PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY TO VOTE AGAINST THE
PROPOSED AIG MERGER AND AGAINST THE ADJOURNMENT PROPOSAL.
REJECTION OF THE PROPOSED AIG MERGER AND THE ADJOURNMENT PROPOSAL WILL BE
AN IMPORTANT STEP IN SECURING THE SUCCESS OF THE INCREASED CENDANT OFFER.
HOWEVER, YOU MUST TENDER YOUR COMMON SHARES PURSUANT TO THE INCREASED
CENDANT OFFER IF YOU WISH TO PARTICIPATE IN THE INCREASED CENDANT OFFER.
YOUR VOTE AGAINST THE PROPOSED AIG MERGER AND THE ADJOURNMENT PROPOSAL DOES
NOT OBLIGATE YOU TO TENDER YOUR COMMON SHARES PURSUANT TO THE INCREASED
CENDANT OFFER.
EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF
AMERICAN BANKERS, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE
THAT PROXY AND VOTE AGAINST THE PROPOSED AIG MERGER AND THE ADJOURNMENT
PROPOSAL BY SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY IN THE
ENCLOSED ADDRESSED ENVELOPE. NO POSTAGE IS NECESSARY IF YOUR PROXY IS
MAILED IN THE UNITED STATES.
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THIS SUPPLEMENT IS NEITHER A REQUEST FOR THE TENDER OF COMMON SHARES NOR
AN OFFER WITH RESPECT THERETO. SUCH AN OFFER WITH RESPECT TO COMMON SHARES IS
MADE ONLY THROUGH THE CENDANT OFFER TO PURCHASE AND ANY SUPPLEMENTS THERETO.
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YOU CAN TAKE SOME IMMEDIATE STEPS TO HELP OBTAIN
THE MAXIMUM VALUE FOR YOUR SHARES
(1) RETURN YOUR GOLD PROXY (OR BLUE INSTRUCTION CARD IF YOU ARE A LESOP
PARTICIPANT) AND VOTE AGAINST THE PROPOSED AIG MERGER AND THE ADJOURNMENT
PROPOSAL; AND
(2) MAKE YOUR VIEWS KNOWN TO THE AMERICAN BANKERS BOARD.
BY TAKING THESE STEPS, YOU WILL GIVE THE AMERICAN BANKERS BOARD A CLEAR
MESSAGE THAT THEY SHOULD TAKE ALL NECESSARY STEPS TO REMOVE ALL OBSTACLES TO
THE INCREASED CENDANT OFFER, WHICH PROVIDES SIGNIFICANTLY GREATER FINANCIAL
VALUE THAN THE PROPOSED AIG MERGER.
A vote against the Proposed AIG Merger and the Adjournment Proposal will
not obligate you to tender your Common Shares in the Increased Cendant Offer.
However, we believe that a vote against the Proposed AIG Merger and the
Adjournment Proposal will enable the American Bankers' shareholders to
consider the Increased Cendant Offer and will help secure the success of the
Increased Cendant Offer.
CERTAIN LITIGATION--RECENT EVENTS
On January 27, 1998, Cendant and Cendant Sub filed a complaint in the
United States District Court for the Southern District of Florida (the
"Court") against American Bankers, substantially all of the directors of
American Bankers, AIG and AIG Sub (the "Florida Litigation"). The complaint,
as amended on February 2, 1998 (the "Amended Complaint"), alleges that the
directors and American Bankers, in a civil conspiracy with AIG and AIG Sub,
have breached the fiduciary obligations owed to the shareholders of American
Bankers by, among other things, entering into the AIG Merger Agreement and
deterring the Cendant Offer through a number of unlawful takeover defenses,
including the AIG Lockup Option Agreement, the Fiduciary Sabbatical Provision
in the AIG Merger Agreement, the AIG Termination Fee and the Rights
Agreement. The Amended Complaint also alleges that AIG filed materially false
and misleading public disclosures on Schedule 13D regarding the AIG Voting
Agreement in violation of Section 13(d) of the Exchange Act by failing to
disclose that AIG's Chairman of the Board, Maurice R. Greenberg, is a person
controlling AIG. In addition, the Amended Complaint alleges that AIG and
American Bankers have violated Sections 14(a) and 14(e) of the Exchange Act
by making a number of materially false and misleading statements in an AIG
press release dated January 27, 1998 and the proxy statement/prospectus
contained in the Registration Statement on Form S-4 filed by AIG on January
30, 1998 (the "January 30 AIG Proxy Statement/Prospectus"), including
statements, among others, that (a) AIG has exercised the AIG Lockup Option
when, in fact, it cannot be exercised until such time as AIG obtains the
requisite regulatory approvals, which are not imminent; (b) American Bankers
and AIG expect the Proposed AIG Merger to close in March 1998 when, in fact,
they know that the likelihood of receiving all required regulatory approvals
prior to the second quarter of 1998 is remote at best; (c) AIG expects to
achieve expense savings following consummation of the Proposed AIG Merger
without specifying how they will be achieved; and (d) Salomon Smith Barney,
American Bankers' financial advisor, rendered its opinion as to the fairness
of the consideration to be paid to holders of Common Shares in the Proposed
AIG Merger without disclosing the extent to which Salomon Smith Barney relied
on the revised projections prepared by American Bankers' management that
contained lower estimates of revenue and income, and whether the fairness
opinion could have been given had the unrevised, higher projections been
used.
In the Amended Complaint, Cendant and Cendant Sub ask the Court to enter
judgment against the defendant: (a) declaring the AIG Lockup Option
Agreement, Fiduciary Sabbatical Provision and AIG Termination Fee to be
unlawful and in breach of the fiduciary duties of American Bankers and the
American Bankers Board; (b) enjoining, temporarily, preliminarily, and
permanently, (i) any exercise or payment under the AIG Lockup Option
Agreement, (ii) enforcement of the Fiduciary Sabbatical Provision, (iii)
payment of the AIG Termination Fee, and (iv) any steps to implement the
Rights Agreement or to extend its terms; (c) declaring the AIG Merger
Agreement to be unlawful and in breach of the fiduciary duties of American
Bankers and American Bankers Board, and enjoining, temporarily, preliminarily
and permanently, any steps to effectuate it unless and until the takeover
defenses discussed above are invalidated, enjoined or otherwise rendered
inapplicable to Cendant; (d) enjoining, tempo-
6
<PAGE>
rarily, preliminarily and permanently, AIG from acquiring any shares of
American Bankers, voting any shares of American Bankers or soliciting any
proxies with respect to the shares of American Bankers stock unless and until
AIG files a full and complete Schedule 13D with respect to American Bankers;
(e) requiring American Bankers and its directors to provide Cendant Sub with
a fair and equal opportunity to acquire American Bankers, including
furnishing to Cendant Sub the same information and access to information that
was provided to AIG; and (f) compelling corrective disclosures to cure the
alleged materially false and misleading statements made in the AIG press
release dated January 27, 1998 and the January 30 AIG Proxy
Statement/Prospectus in connection with the solicitation of proxies for the
shareholder vote on the AIG Merger Agreement.
On February 3, 1998, AIG filed a motion to dismiss the claims against it
in the Florida Litigation (the "AIG Motion to Dismiss"). The AIG Motion to
Dismiss argues that AIG made all required disclosures in its Schedule 13D,
and specifically that AIG need not disclose that Mr. Greenberg is a
controlling person of AIG. The AIG Motion to Dismiss also denies the
allegations against AIG added in the Amended Complaint, claiming that the
statements in the January 27, 1998 press release and the January 30 AIG Proxy
Statement/Prospectus were not misleading and that all required material
disclosures were made. The AIG Motion to Dismiss also claims that because the
Federal securities allegations against AIG should be dismissed, the Court
should decline to exercise its supplemental federal jurisdiction over the
remaining state law claims against AIG.
On February 9, 1998, American Bankers and the director defendants also
filed a motion to dismiss the amended complaint of Cendant and Cendant Sub
("American Bankers Motion to Dismiss"). American Bankers Motion to Dismiss
asserts that the breach of fiduciary duty claims against American Bankers and
the director defendants purportedly are derivative claims on behalf of
American Bankers and Cendant and Cendant Sub purportedly lack standing to
bring these claims because Cendant and Cendant Sub (i) failed to make a
required demand on the American Bankers Board to bring an action before suing
derivatively; (ii) purportedly are self-interested as bidders for American
Bankers; and (iii) did not purchase Shares until after execution of the
original AIG Merger Agreement. American Bankers and the director defendants
also joined in the arguments made in the AIG Motion to Dismiss that the
Federal securities claims should be dismissed and the Court should decline to
exercise its supplemental federal jurisdiction over any state law claims.
Also on February 9, 1998, AIG and AIG Sub served a supplemental motion,
claiming that, for the reasons stated in the American Bankers Motion to
Dismiss, the breach of fiduciary duty claims against American Bankers and its
directors should be dismissed and, therefore, the civil conspiracy to breach
fiduciary duties claim against AIG should also be dismissed.
Cendant and Cendant Sub believe that the claims in its Amended Complaint
are meritorious, and are vigorously opposing the AIG Motion to Dismiss and
supplemental motion and American Bankers Motion to Dismiss.
On February 5, 1998, AIG and AIG Sub filed a complaint in the United
States District Court for the Southern District of Florida, Miami Division
against Cendant and Cendant Sub. The AIG and AIG Sub complaint, as amended
February 17, 1998 (the "Amended AIG Complaint"), alleges that Cendant and
Cendant Sub purportedly made false and misleading statements or omissions in
their: (i) conference call with analysts prior to commencement of the Cendant
Offer; (ii) Schedule 14D-1; and (iii) Proxy Statement soliciting votes
against the Proposed AIG Merger (the "Opposition Proxy Statement"). The
allegedly false and misleading statements relate to the following general
categories: (i) the equal regulatory footing of the two competing acquisition
proposals; (ii) Cendant's expected cost savings that could be realized if
Cendant were to acquire American Bankers; (iii) the Cendant Offer not being
conditioned upon financing; (iv) Cendant's alleged failure to disclose the
purported volatility of its stock and the effects of a possible business
downturn on Cendant's business; and (v) Cendant's purported failure to file a
registration statement with the SEC and disseminate a prospectus to American
Bankers' shareholders in connection with the securities of Cendant to be
offered in the Proposed Cendant Merger. The Amended AIG Complaint further
alleges that Cendant purportedly failed to disclose that it allegedly
7
<PAGE>
will violate state insurance laws by holding proxies to vote in excess of ten
percent of the outstanding American Bankers Common Shares in opposition of
the original AIG Merger Agreement. The Amended AIG Complaint claims that
these purported disclosure deficiencies constitute violations of Sections
14(a) and 14(e) of the Exchange Act.
The Amended AIG Complaint requests that the Court enter judgment: (i)
declaring that Cendant and Cendant Sub have violated Sections 14(a) and 14(e)
of the Exchange Act; (ii) requiring Cendant and Cendant Sub to make
corrective disclosures; (iii) enjoining Cendant and Cendant Sub from further
violating Sections 14(a) and 14(e) of the Exchange Act; (iv) declaring that
Cendant and Cendant Sub have violated Section 14(a) of the Exchange Act by
purportedly failing to file a registration statement with the SEC and
disseminate a prospectus to American Bankers' shareholders in connection with
the securities of Cendant to be offered in the Proposed Cendant Merger; and
(v) enjoining Cendant and Cendant Sub from making any statements regarding
the Proposed AIG Merger or the Cendant Offer until a registration statement
has been filed with the SEC and a prospectus has been delivered to American
Bankers' shareholders. AIG and AIG Sub also ask the Court to enter judgment:
(i) enjoining Cendant and Cendant Sub from holding or voting any proxies from
American Bankers' shareholders to the extent such proxies exceed ten percent
of the Common Shares, without first obtaining approval from the insurance
departments of Arizona, Georgia, New York, South Carolina and Texas; (ii)
requiring Cendant and Cendant Sub to return any proxies they have received or
receive from American Bankers' shareholders prior to making any corrective
disclosures required by the Court; (iii) requiring Cendant and Cendant Sub to
make corrective disclosure about their ability to hold or vote proxies
without obtaining regulatory approval; and (iv) enjoining Cendant and Cendant
Sub from soliciting any proxies until a registration statement has been filed
under the Securities Act and a prospectus has been delivered to American
Bankers' shareholders.
On February 17, 1998, AIG and AIG Sub also filed a motion for preliminary
injunction asking the Court for an order granting the following preliminary
injunctive relief pending a trial on the merits of AIG's claims: (i)
enjoining Cendant and Cendant Sub from holding or voting any proxies from
American Bankers' shareholders to the extent such proxies exceed ten percent
of the Common Shares and therefore purportedly transfer control of American
Bankers to Cendant and Cendant Sub without first obtaining approval from the
insurance departments of Arizona, Georgia, New York, South Carolina and
Texas; (ii) requiring Cendant and Cendant Sub to return any proxies they have
received or receive from American Bankers' shareholders prior to making any
corrective disclosures required by the Court; (iii) requiring Cendant and
Cendant Sub to make corrective disclosures about their ability to hold or
vote proxies without obtaining regulatory approval; and (iv) enjoining
Cendant and Cendant Sub from making any statements regarding the Proposed AIG
Merger or the Cendant Offer, or from soliciting any proxies, until a
registration statement has been filed with the SEC and a prospectus has been
delivered to American Bankers' shareholders. Cendant has filed papers in
opposition to AIG's preliminary injunction motion and believes AIG's
preliminary injunction motion is without merit.
On February 18, 1998, Cendant and Cendant Sub filed a motion to dismiss
(the "Cendant Motion to Dismiss") the Amended AIG Complaint. The Cendant
Motion to Dismiss is based on several arguments, including that: AIG's claims
should have been filed as compulsory counterclaims in the Florida Litigation;
Cendant's holding of proxies does not violate applicable state insurance laws
and regulations; while Cendant has filed a registration statement with
respect to the securities of Cendant to be offered in the Proposed Cendant
Merger, it is not obligated to do so, nor is it obligated to disseminate a
prospectus prior to the consummation of the Cendant Offer; and Cendant's
disclosure is otherwise complete and accurate and not materially misleading
as a matter of law.
INSURANCE APPROVALS--RECENT EVENTS
State Insurance Approvals. In February 1998, in connection with Cendant's
and Cendant Sub's applications for approval of the acquisition of controlling
interests (the "Cendant Form A Proceedings") in various insurance
subsidiaries of American Bankers domiciled in Florida, Arizona, New York and
South Carolina (the "Domestic Insurers"), Cendant and Cendant Sub filed
petitions with the Department of Insurance in the respective states seeking
(a) to consolidate the Cendant Form A Proceedings with the
8
<PAGE>
application of AIG and AIG Sub for approval of their proposed acquisition of
a controlling interest in the Domestic Insurers (the "AIG Form A
Proceedings") and (b) to intervene in the AIG Form A Proceedings. Cendant and
Cendant Sub also requested that the hearing on the AIG Form A Proceeding in
Arizona be deferred until after the Special Meetings.
On February 19, 1998, the Florida Department of Insurance announced that
it had scheduled separate hearings to consider the AIG Form A Proceedings and
the Cendant Form A Proceedings in Florida for March 17, 1998 and March 19,
1998, respectively. The Forida Department of Insurance also determined to
permit Cendant and Cendant Sub to intervene in AIG's proceeding.
On February 19, 1998, in response to assertions by AIG that the voting by
Cendant of the proxies it is soliciting in opposition to the Proposed AIG
Merger, to the extent they represent in excess of 10% of American Bankers
voting stock, requires prior insurance regulatory approval, an Assistant
Attorney General of the State of Arizona sent a letter (the "Arizona Advisory
Letter") to Cendant advising that Cendant would be in violation of Arizona
law if the approval of the Arizona Department of Insurance was not obtained
prior to Cendant voting such proxies, and requesting that Cendant respond to
the Arizona Advisory Letter. On February 20, 1998, Cendant delivered its
response to the Arizona Advisory Letter detailing why the Arizona statute
does not, and should not, apply to Cendant's proxy solicitation against the
Proposed AIG Merger. In response to Cendant's February 20 letter, on February
23, 1998, the Assistant Attorney General of the State of Arizona sent Cendant
a letter (the "Supplemental Arizona Advisory Letter") clarifying the Arizona
Advisory Letter and indicating that the Arizona Department of Insurance has
not reached any judgment in this matter, has not adopted AIG's interpretation
of Cendant's proxy materials, has not taken any action in this matter and
believes that Cendant's arguments merit serious consideration.
On February 25, 1998, the Administrative Law Judge with the Office of
Administrative Hearings for the State of Arizona having jurisdiction over the
AIG Form A Proceedings (the "Arizona Administrative Law Judge") issued an
order entitling Cendant and Cendant Sub to participate in the hearing
relating to the AIG Form A Proceedings in Arizona as persons whose interests
are affected by the AIG Form A Proceedings in Arizona. The Arizona
Administrative Law Judge held that Cendant and Cendant Sub are not "parties"
as defined by the Arizona statutes and did not have standing to request a
continuance of the hearing. The Arizona Administrative Law Judge also
determined that it was without jurisdiction to consolidate the AIG Form A
Proceedings and the Cendant Form A Proceedings in Arizona because a hearing
date for the Cendant Form A Proceedings has not yet been set before the
Arizona Administrative Law Judge.
On March 6, 1998, the Arizona Administrative Law Judge issued a
continuation of the hearing on the AIG Form A Proceedings in Arizona until
March 26, 1998 and March 27, 1998 because the notice given to the Class B
shareholders (the "Class B Shareholders") of Condeaux Life Insurance Company,
a subsidiary of American Bankers, was deficient. In addition, the Arizona
Administrative Law Judge ruled that AIG must provide the Class B Shareholders
with proper notification of the continuation date, and be sent certain
materials regarding the hearing, including AIG's Form A filing.
Additionally, on February 23, 1998, Cendant sent a letter to state
insurance commissioners of Arizona, Florida, New York, South Carolina,
Georgia and Texas providing additional information about Cendant and refuting
allegations previously made by AIG to such commissioners regarding Cendant
and its management. Cendant also submitted a letter to the state insurance
commissioner of Arizona on February 23, 1998 and Cendant submitted letters to
the state insurance commissioners of New York, Georgia and South Carolina on
February 24, 1998, in connection with Cendant's contention that, pursuant to
certain contracts and agreements entered into between AIG and American
Bankers and certain members of its management, AIG and those persons
controlling AIG are currently in control over American Bankers without having
obtained prior insurance regulatory approval in violation of the applicable
insurance statutes.
International Insurance Regulatory Approvals. On March 13, 1998, Cendant
and Cendant Sub made the required filing with the Department of Trade and
Industry in the United Kingdom with respect to the proposed acquisition of
control of Bankers Insurance Company Limited, American Bankers' insurance
subsidiary domiciled in the United Kingdom.
9
<PAGE>
SOLICITATION OF PROXIES
In addition to those individuals identified in the Proxy Statement as
persons who may solicit proxies on Cendant's behalf, James Boylan of Merrill
Lynch, Pierce, Fenner & Smith Incorporated may solicit proxies on behalf of
Cendant in connection with the Special Meetings. Mr. Boylan does not own any
securities of American Bankers.
VOTING INFORMATION
The accompanying GOLD proxy will be voted in accordance with the
shareholder's instructions on such GOLD proxy. Shareholders may vote against
the Proposed AIG Merger and the Adjournment Proposal by marking the proper
box on the GOLD proxy. If no instructions are given, the GOLD proxy will be
voted AGAINST the Proposed AIG Merger and the Adjournment Proposal.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETINGS, WE URGE YOU TO
VOTE AGAINST THE PROPOSED AIG MERGER AND THE ADJOURNMENT PROPOSAL ON THE
ENCLOSED GOLD PROXY AND IMMEDIATELY MAIL IT IN THE ENCLOSED ENVELOPE. YOU MAY
DO THIS EVEN IF YOU HAVE ALREADY SENT IN A DIFFERENT PROXY SOLICITED BY THE
AMERICAN BANKERS BOARD. IT IS YOUR LATEST DATED PROXY THAT COUNTS. EXECUTION
AND DELIVERY OF A PROXY BY A RECORD HOLDER OF SHARES WILL BE PRESUMED TO BE A
PROXY WITH RESPECT TO ALL SHARES HELD BY SUCH RECORD HOLDER UNLESS THE PROXY
SPECIFIES OTHERWISE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY ATTENDING
THE SPECIAL MEETINGS AND VOTING IN PERSON, BY SUBMITTING A DULY EXECUTED
LATER DATED PROXY OR BY SUBMITTING A WRITTEN NOTICE OF REVOCATION. UNLESS
REVOKED IN THE MANNER SET FORTH ABOVE, DULY EXECUTED PROXIES IN THE FORM
ENCLOSED WILL BE VOTED AT THE SPECIAL MEETINGS ON THE PROPOSED AIG MERGER AND
THE ADJOURNMENT PROPOSAL IN ACCORDANCE WITH YOUR INSTRUCTIONS. IN THE ABSENCE
OF SUCH INSTRUCTIONS, SUCH PROXIES WILL BE VOTED AGAINST THE PROPOSED AIG
MERGER AND THE ADJOURNMENT PROPOSAL.
CENDANT STRONGLY RECOMMENDS A VOTE AGAINST THE PROPOSED AIG MERGER AND THE
ADJOURNMENT PROPOSAL.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND RETURN THE GOLD PROXY TODAY.
IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF AMERICAN
BANKERS, YOU MAY REVOKE THAT PROXY AND VOTE AGAINST THE PROPOSED AIG MERGER
AND THE ADJOURNMENT PROPOSAL BY SIGNING AND MAILING THE ENCLOSED GOLD PROXY.
If you have any questions about the voting of Shares, please call:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833
* * *
CENDANT
Dated: March 16, 1998
10
<PAGE>
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IMPORTANT
If your shares are held in your own name, please sign, date and return the
enclosed GOLD proxy card today. If your shares are held in "Street-Name"
only your broker or bank can vote your shares and only upon receipt of your
specific instructions. Please return the enclosed GOLD proxy card to your
broker or bank and contact the person responsible for your account to
ensure that a GOLD proxy is voted on your behalf.
Participants in the LESOP may vote shares allocated to their LESOP accounts
only by instructing U.S. Trust Company of California, N.A., the investment
manager of the LESOP, as to how they want such shares to be voted. Please
sign, date and return the BLUE instruction card previously provided to you
AGAINST the Proposed AIG Merger and the Adjournment Proposal.
Do not sign any green proxy card you may receive from American Bankers.
If you have any questions or need assistance in voting your shares, please
call:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
CALL TOLL-FREE: (888) 750-5834
Banks and Brokers call collect: (212) 750-5833
- ------------------------------------------------------------------------------
<PAGE>
AMERICAN BANKERS INSURANCE GROUP, INC.
PROXY SOLICITED BY CENDANT CORPORATION
FOR AMERICAN BANKERS INSURANCE GROUP, INC. SPECIAL MEETING
The undersigned, a holder of record of shares of common stock, par value
$1.00 per share ("Common Shares"), of American Bankers Insurance Group, Inc.
("American Bankers") acknowledges receipt of the Proxy Statement of Cendant
Corporation dated February 12, 1998 and the Supplement to the Proxy Statement
dated March 16, 1998, and the undersigned revokes all prior proxies delivered
in connection with the Special Meeting to approve the Amended AIG Merger
Agreement and appoints James E. Buckman and Michael P. Monaco, or each of
them, with full right of substitution, proxies for the undersigned to vote
all Common Shares of American Bankers which the undersigned would be entitled
to vote at the Special Meeting of Shareholders and any adjournments,
postponements or reschedulings thereof, and instructs said proxies to vote as
follows:
If you submitted or submit the gold proxy card previously furnished to you
which does not include proposal 2 on the proxy card, the proxies named herein
will exercise their discretionary authority to vote AGAINST proposal 2. If
you wish to specify the manner in which your shares are to be voted on
proposal 2, you should mark, sign and submit this revised GOLD proxy card.
CENDANT RECOMMENDS A VOTE AGAINST PROPOSAL 1 AND PROPOSAL 2
1. To approve and adopt the Amended and Restated Agreement and Plan of
Merger, dated as of December 21, 1997, as amended and restated as of
January 7, 1998, as amended by Amendment No. 1 dated as of January 28,
1998, and as amended and restated as of February 28, 1998 (the "Amended
AIG Merger Agreement"), among American International Group, Inc.
("AIG"), AIGF, Inc., a wholly owned subsidiary of AIG, and American
Bankers and the transactions contemplated thereby.
[ ] AGAINST [ ] FOR [ ] ABSTAIN
2. To approve any proposal which may be submitted by American Bankers to
adjourn or postpone the Special Meeting of Shareholders to a later date
to solicit additional proxies in favor of the proposal to approve and
adopt the Amended AIG Merger Agreement and the transactions
contemplated thereby in the event that there are not sufficient votes
for such approval at the Special Meeting of Shareholders.
[ ] AGAINST [ ] FOR [ ] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS,
POSTPONEMENTS OR RESCHEDULINGS THEREOF ON BEHALF OF THE UNDERSIGNED.
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
SPECIFICATIONS ARE MADE AND YOU HAVE SIGNED THIS PROXY CARD, THIS PROXY WILL
REVOKE ANY PRIOR PROXY DELIVERED IN CONNECTION WITH THE AMENDED AIG MERGER
AGREEMENT REFERRED TO IN PROPOSAL 1 ABOVE AND WILL BE VOTED "AGAINST"
PROPOSAL 1 AND PROPOSAL 2 ABOVE.
Dated: ___________________________, 1998
------------------------------------------
Signature of Shareholder (Title, if any)
------------------------------------------
Signature of Shareholder (if held jointly)
Please sign exactly as your name or
names appear hereon. If shares
are held jointly, each shareholder
should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in full
corporate name by president or authorized
officers. If a partnership, please
sign in partnership name by authorized
person.
PLEASE SIGN AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE
<PAGE>
AMERICAN BANKERS INSURANCE GROUP, INC.
PROXY SOLICITED BY CENDANT CORPORATION
FOR AMERICAN BANKERS INSURANCE GROUP, INC. SPECIAL MEETING
The undersigned, a holder of record of shares of $3.125 Series B
Cumulative Convertible Preferred Stock, no par value ("Preferred Shares"), of
American Bankers Insurance Group, Inc. ("American Bankers") acknowledges
receipt of the Proxy Statement of Cendant Corporation dated February 12, 1998
and the Supplement to the Proxy Statement dated March 16, 1998, and the
undersigned revokes all prior proxies delivered in connection with the
Special Meeting to approve the Amended AIG Merger Agreement and appoints
James E. Buckman and Michael P. Monaco, or each of them, with full power of
substitution, proxies for the undersigned to vote all Preferred Shares of
American Bankers which the undersigned would be entitled to vote at the
Special Meeting of Shareholders and any adjournments, postponements or
reschedulings thereof, and instructs said proxies to vote as follows:
If you submitted or submit the gold proxy card previously furnished to you
which does not include proposal 2 on the proxy card, the proxies named herein
will exercise their discretionary authority to vote AGAINST proposal 2. If
you wish to specify the manner in which your shares are to be voted on
proposal 2, you should mark, sign and submit this revised GOLD proxy card.
CENDANT RECOMMENDS A VOTE AGAINST PROPOSAL 1 AND PROPOSAL 2
1. To approve and adopt the Amended and Restated Agreement and Plan of
Merger, dated as of December 21, 1997, as amended and restated as of
January 7, 1998, as amended by Amendment No. 1 dated as of January 28,
1998, and as amended and restated as of February 28, 1998 (the "Amended
AIG Merger Agreement"), among American International Group, Inc.
("AIG"), AIGF, Inc., a wholly owned subsidiary of AIG, and American
Bankers and the transactions contemplated thereby.
[ ] AGAINST [ ] FOR [ ] ABSTAIN
2. To approve any proposal which may be submitted by American Bankers to
adjourn or postpone the Special Meeting of Shareholders to a later date
to solicit additional proxies in favor of the proposal to approve and
adopt the Amended AIG Merger Agreement and the transactions
contemplated thereby in the event that there are not sufficient votes
for such approval at the Special Meeting of Shareholders.
[ ] AGAINST [ ] FOR [ ] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS,
POSTPONEMENTS OR RESCHEDULINGS THEREOF ON BEHALF OF THE UNDERSIGNED.
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
SPECIFICATIONS ARE MADE AND YOU HAVE SIGNED THIS PROXY CARD, THIS PROXY WILL
REVOKE ANY PRIOR PROXY DELIVERED IN CONNECTION WITH THE AMENDED AIG MERGER
AGREEMENT REFERRED TO IN PROPOSAL 1 ABOVE AND WILL BE VOTED "AGAINST"
PROPOSAL 1 AND PROPOSAL 2 ABOVE.
Dated: ___________________________, 1998
------------------------------------------
Signature of Shareholder (Title, if any)
------------------------------------------
Signature of Shareholder (if held jointly)
Please sign exactly as your name or
names appear hereon. If shares
are held jointly, each shareholder
should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in full
corporate name by president or authorized
officers. If a partnership, please
sign in partnership name by authorized
person.
PLEASE SIGN AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.