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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 1998.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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<TABLE>
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[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
AMERICAN BANKERS INSURANCE GROUP, INC.
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(Name of Registrant as Specified in its Charter)
AMERICAN INTERNATIONAL GROUP, INC.
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[AIG LOGO] AMERICAN INTERNATIONAL GROUP, INC.
70 Pine Street New York, New York 10270
NEWS
Contact: Joe Norton
Director of Public Relations
212/770-3144
AIG FILES LAWSUIT AGAINST CENDANT CORPORATION ALLEGING
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VIOLATION OF FEDERAL SECURITIES LAWS IN PROPOSED AMERICAN BANKERS
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ACQUISITION
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NEW YORK, February 6, 1998 -- American International Group, Inc. (AIG) today
announced that it has filed a lawsuit in the United States District Court for
the Southern District of Florida against Cendant Corporation arising out of
Cendant's proposed acquisition of American Bankers Insurance Group, Inc.
The action alleges that Cendant has embarked upon a "campaign of
misinformation by disseminating numerous false and misleading statements to
American Bankers' shareholders in violation of federal securities laws." Among
other things, the lawsuit claims that Cendant, a company with a highly
leveraged balance sheet, negative tangible net worth and no history of running
an insurance company, falsely claims that it is on an "equal footing" with AIG
in the insurance regulatory approval process. AIG, which entered into a merger
agreement with American Bankers on December 21, 1997, also alleges that Cendant
and its advisors are soliciting American Bankers' shareholders to vote against
the AIG/American Bankers merger in violation of the federal securities laws by
failing to file a registration statement covering the shares of Cendant common
stock that Cendant would issue in connection with its proposed acquisition of
American Bankers, thereby depriving the shareholders of American Bankers of
all material information required to evaluate Cendant's common stock.
AIG seeks an order enjoining Cendant from continuing to violate the
federal securities laws, and from making any further reference to its proposed
acquisition of American Bankers until Cendant files a registration statement
with the Securities and Exchange Commission and delivers a prospectus to
American Bankers' shareholders.
AIG today also announced that on February 3, 1998, it filed a motion to
dismiss the Amended Complaint filed against it by Cendant.
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AIG is the leading U.S.-based international insurance organization and
among the largest underwriters of commercial and industrial insurance in the
United States. Its member companies write property, casualty, marine, life and
financial services insurance in approximately 130 countries and jurisdictions,
and are engaged in a range of financial services businesses. American
International Group, Inc.'s common stock is listed on the New York Stock
Exchange, as well as the stock exchanges in London, Paris, Switzerland and
Tokyo.
