<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 1998.
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:
<TABLE>
<S> <C>
[ ] 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 Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
AMERICAN BANKERS INSURANCE GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
AMERICAN INTERNATIONAL GROUP, INC.
- --------------------------------------------------------------------------------
(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)(4) and 0-11:
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which the 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 transaction:
(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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
On February 13, 1998, American International Group, Inc. submitted the
following letter regarding the application of Cendant Corporation to acquire
control of American Bankers Insurance Group, Inc. to the state insurance
commissioners in Arizona, Georgia, New York, South Carolina and Texas.
<PAGE> 3
February 13, 1998
Director John A. Greene Commissioner John Oxendine
State of Arizona Department of Insurance
Department of Insurance State of Georgia
2910 North 44th Street, Suite 210 2 Martin Luther King, Jr. Drive
Phoenix, Arizona 85018-7526 Floyd Memorial Building
704 West Tower
Atlanta, Georgia 30334
Superintendent Neil D. Levin Director Lee P. Jedziniak
Department of Insurance State of South Carolina
State of New York Department of Insurance
25 Beaver Street 1612 Marion Street
New York, New York 10004 P.O. Box 100105
Columbia, South Carolina 29202-3105
Commissioner Elton Bomer
Texas Department of Insurance
P.O. Box 149104
Austin, Texas 78714-9104
Re: Application of Cendant Corporation to Acquire
Control of American Bankers Insurance Group, Inc.
Honorable Gentlemen:
American International Group, Inc. ("AIG") writes today to inform you
that Cendant Corporation ("Cendant") has commenced the mailing of proxy
solicitation material to induce shareholders of American Bankers Insurance
Group, Inc. ("ABIG") to furnish officers of Cendant* proxies to vote against
the proposed AIG/ABIG merger at the meetings of ABIG preferred and common
shareholders scheduled for March 4 and 6, 1998 (see the attached article from
today's Wall Street Journal).
- ---------
* James E. Buckman, Senior Executive Vice President and General Counsel;
Michael P. Monaco, Chief Financial Officer.
<PAGE> 4
AIG believes this effort to obtain proxies for more than 10% of ABIG's
common shares is an intentional violation of your state's insurance holding
company statute. Moreover, the Texas Cendant Form A (the only Form A to which
AIG currently has access) does not even seek prior approval for holding or
voting proxies as to 10% or more of the shares of either ABIG's common stock or
preferred stock. AIG presumes (but does not know) that Cendant's Form A or
equivalent filings in other states are similarly defective.
Under your insurance holding company statutes, "control" is presumed
to exist if a person owns, controls, holds with the power to vote or holds
proxies representing* 10% or more of the voting securities of another person.
AIG recognizes and agrees that Cendant may attempt to influence the voting of
any and all ABIG shareholders with respect to the AIG/ABIG merger without your
prior regulatory approval (as may AIG). However, neither Cendant nor AIG may
actually hold or vote proxies of ABIG shareholders that, when aggregated with
other ownership interests in ABIG (Cendant currently owns 371,200 shares of ABIG
common stock and 99,900 shares of ABIG preferred stock), attach to 10% or more
of the shares entitled to vote at such meetings until after your Department has
approved Cendant or AIG, respectively, as a controlling person.
- -------------------
* In New York, the statute does not expressly reference holding proxies, but
has been so interpreted in the past.
- 2 -
<PAGE> 5
AIG respectfully requests that your Department immediately take all
appropriate regulatory action to prevent Cendant from holding or voting proxies
in connection with the ABIG shareholders meetings scheduled for March 4 and 6,
1998 in such amount as would equal or exceed the 10% threshold (when aggregated
with Cendant's other ownership interests) because Cendant has not been approved
as a controlling person of ABIG. The power that Cendant would have pursuant to
proxies to cause ABIG to reject the merger with AIG and bring ABIG to its knees
in the face of Cendant's hostile tender offer and to be sold, inevitably, to
Cendant is precisely the power to direct the policies of an insurer that your
holding company statute seeks to regulate.
Your Department's taking such action against Cendant will not prevent
ABIG shareholders from voting against the AIG/ABIG merger if they so choose. As
you are aware, pursuant to the federal securities laws ABIG shareholders have
the ability to mark the proxy card being solicited by ABIG whether they wish
to vote for or against the AIG/ABIG merger.
AIG does not know whether Cendant has sought or filed a disclaimer of
control as to the holding or voting of proxies with respect to ABIG shares. If
Cendant has filed or files such a disclaimer, AIG believes it is not credible
and should be denied or revoked.
-3-
<PAGE> 6
AIG trusts your Department will take all necessary steps to enforce
your holding company statute. AIG further respectfully submits that Cendant's
willful violation of your statute is, in itself, sufficient grounds to deny
Cendant's application to acquire control of ABIG.
AIG wishes to express its appreciation of your Department's continued
attention and cooperation in connection with this matter.
Respectfully submitted,
/s/ Florence A. Davis
------------------------
Florence A. Davis,
Vice President and General Counsel
cc: Mr. R. Kirk Landon
(Chairman of the Board
of Directors, American
Bankers Insurance Group, Inc.)
-4-
<PAGE> 7
THE WALL STREET JOURNAL, FRIDAY, FEBRUARY 13, 1998
CENDANT CORP. SENDS
MAILING TO HOLDERS
OF AMERICAN BANKERS
By a Wall Street Journal Staff Reporter
PARSIPPANY, N.J. -- Cendant Corp., continuing its fight to buy American
Bankers Insurance Group Inc., said it is mailing proxy materials to the
insurance company's shareholders, urging them to vote against a rival bid.
Cendant began a hostile $58-a-share cash tender offer for the Miami
insurance company two weeks ago and has filed suit in Miami federal court to
break up the company's previous agreement to be acquired by American
International Group Inc. for $47 a share, or about $2.2 billion. In proxy
materials, Cendant argues that American Bankers shareholders should reject AIG's
bid in favor of its higher, $2.7 billion offer.
American Bankers shareholders are scheduled to vote on the AIG
transaction during the first week of March.
Meanwhile, New York-based AIG has also sued Cendant, also in Miami
federal court, accusing the marketing concern of spreading false information.
Any transaction would need regulatory approval from the insurance commissions
of several states.
Separately, Cendant said it plans to offer $1 billion in securities,
called Feline Prides, which will include a unit of Cendant debt paired with a
requirement to purchase Cendant stock in three years. Cendant said it will use
proceeds from the offering for general corporate purposes, including
acquisitions and reducing debt, but that it is not counting on the funds for
its American Bankers bid. Merrill Lynch & Co. will manage the offering and will
be granted an option to buy as much as an additional $150 million of the units,
Cendant said.
In New York Stock Exchange composite trading yesterday, Cendant shares
closed at $36.50, up 62.5 cents.
