AMERICAN INTERNATIONAL GROUP INC
DFAN14A, 1998-02-13
FIRE, MARINE & CASUALTY INSURANCE
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<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:
 
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          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:
 
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     (2)  Form, Schedule or Registration Statement No.:
 
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<PAGE>   2
The following advertisement appeared in the Miami Herald on February 13, 1998
and may appear in additional publications:

To All Policyholders Of American Bankers Insurance Group, Inc.:
- ---------------------------------------------------------------

Would You Rather Have AIG Or Cendant 
Standing Behind Your Insurance Company?

American International Group, Inc. (AIG) and American Bankers Insurance Group,
Inc. have entered into a definitive merger agreement.  Cendant Corporation is
trying to acquire American Bankers for itself.  American Bankers' policyholders
should study the graphs and charts below and consider who they would prefer
standing behind their company in times of need: AIG, among the largest
insurance and financial services organizations in the world, or Cedant, a
lodging, marketing, car rental and franchising company that has existed in its
present form for less than two months.

                     When It Comes To Financial Strength
                       There Is No Comparison...(a)(b)

Graphs and Charts:

1)  Total Assets                        2)  Intangible Assets As
                                            A Percentage of Total Assets

    AIG              Cendant                AIG            Cendant
$159 Billion       $15 Billion              4.4%            31.2%


3)  Total Common Shareholders           4)  Tangible Common Shareholders
    Equity                                  Equity

    AIG              Cendant                AIG                Cendant
$23,867 Million   $4,609 Million        $16,867 Million    Negative $76 Million


5)  1997 Income                                       ($ Millions)
                                                 AIG               Cendant   
     Income Before Restructuring Charges        $3,332               $872
     Restructuring Charge, Net of Tax                0                817(c)

     Net Income                                 $3,332                $55
  

6)    

                         Total 1997 Property-Casualty
                         Claims Paid & Life, Accident
                           and Health Benefits Paid
                                 ($ Millions)
                                      
                          AIG                Cendant
                                      
                        $12,600                $0

Cendant says what we said about them is "distorted, far-fetched and outrageous."
            But they are facts from Cendant's own public filings.
                                      
                                      
Cendant Chairman Walter Forbes recently said, "Anybody can provide insurance."
                              (d)  We disagree.
                                      
                             The choice is clear:
          AIG. The Reliable Insurance Partner For American Bankers.
                                      
       [AIG LOGO]    WORLD LEADERS IN INSURANCE AND FINANCIAL SERVICES
American International Group, Inc., Dept A. 70 Pine Street New York, NY 10270


(a)Cendant Corporation's financial information is as of September 30, 1997 and
was derived from Cendant's Form 8-K dated January 29, 1998, except for income
before restructuring charges, restructuring charge net of tax and net income
which are for the year ended December 31, 1997 and were derived from Cendant's
Fourth Quarter Earnings Release dated February 4, 1998.

(b)American International Group, Inc.'s information is as of September 30, 1997,
except for net income which is for the year ended December 31, 1997.

(c)Includes two "one-time" charges related to the merger of CUC and HFS and the
merger of HFS and PHH Corporation, net of taxes.

(d)Barbara DeLollis, "Cendant turns up heat in pursuit of insurer."  Miami
Herald, February 4, 1998.  Permission to use article was neither sought nor
obtained.





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