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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 16)
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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 C PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
24456 10 5
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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 THE PERSON(S) FILING STATEMENT)
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COPIES TO:
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. 16 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9, dated February 6, 1998 (as
amended, the "Schedule 14D-9") of American Bankers Insurance Group, Inc., a
Florida Corporation (the "Company" or "American Bankers"), filed in
connection with the Cendant Offer. Capitalized terms used herein shall have
the definitions set forth in the Schedule 14D-9 unless otherwise provided
herein
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 49 .................... Press Release, dated May 20, 1998,
of the Company.
1
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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: May 20, 1998
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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Exhibit 49...... Press Release, dated May 20, 1998, of the Company
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EXHIBIT 49
[AMERICAN BANKERS INSURANCE GROUP LETTERHEAD]
[ABI LISTED NYSE--LOGO] Contact: P. Bruce Camacho
Executive Vice President
Investor Relations
(305) 252-7060
NEWS RELEASE
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FOR IMMEDIATE RELEASE
AMERICAN BANKERS INSURANCE GROUP AND CENDANT CORPORATION
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REAFFIRM TWO-STEP MERGER PROCESS
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MIAMI, FLORIDA, PARSIPPANY, NJ AND STAMFORD, CT MAY 20, 1998 . . . . CENDANT
CORPORATION (NYSE: CD) AND AMERICAN BANKERS INSURANCE GROUP, INC> (NYSE: ABI)
today jointly reaffirmed their intention to completed their merger, as a
two-step process, as soon as possible after completion of the current financial
review at Cendant.
As previously disclosed, Cendant expects its newly certified financial
statements to be completed this summer. Revisions to the insurance regulatory
filings will then be promptly filed with the appropriate state agencies. The
merger proxy statement/prospectus, for gaining American Bankers' shareholders'
approval, will also then be filed with the SEC.
The 51% cash tender portion of the transaction will be completed following
receipt of insurance regulatory approvals and continued satisfaction of the
other customary conditions. The second step of the transaction is additionally
subject to approval by American Bankers' shareholders.
Cendant (NYSE: CD) is the world's premier provider of consumer and business
services. Cendant operates in three principal segments: Alliance Marketing,
Travel and Real Estate Services. In Alliance Marketing, Cendant provides
access to travel, shopping, auto, dining, and other services worldwide. In
Travel Services, Cendant is the leading franchisor of hotels and rental car
agencies worldwide, the premier provider of vacation exchange services, a
leading fleet management company through PHH, and the U.K.'s largest private
car park operator through NPC. 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 nearly 40,000 employees, operates in over 100 countries and makes
more than 10 million customer contacts annually.
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AMERICAN BANKERS INSURANCE GROUP, INC.
PAGE 2 - NEWS RELEASE
American Bankers Insurance Group, Inc. (ABI) concentrates on marketing
affordable, specialty insurance products and services through financial
institutions, retailers and other entities offering consumer financing as a
regular part of their business. ABI, through its insurance subsidiaries,
operates in the United States, Canada, the Caribbean, Latin America and the
United Kingdom.
Media Contact:
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Elliot Bloom Jim Fingeroth P. Bruce Camacho
Vice President Kekst and Company Executive Vice President
Public Relations (212)521-4800 American Bankers
Cendant (305)252-7060
(973)496-8414
Investor Contact:
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Laura P. Hamilton
Senior Vice President
Corporate Communications
and Investor Relations
Cendant
(203)965-5114
