-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BFGBeajW/gLkL6t4AatwhjlzLU/f3WgvfWafqVoLxKtjVu/ZCkQJewtGz7Oc737G gxNhxv9IGwY0nB8+j2GDQA== 0000950123-98-002637.txt : 19980318 0000950123-98-002637.hdr.sgml : 19980318 ACCESSION NUMBER: 0000950123-98-002637 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980317 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANKERS INSURANCE GROUP INC CENTRAL INDEX KEY: 0000350571 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591985922 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-31838 FILM NUMBER: 98567705 BUSINESS ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 BUSINESS PHONE: 3052532244 MAIL ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANKERS INSURANCE GROUP INC CENTRAL INDEX KEY: 0000350571 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 591985922 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 BUSINESS PHONE: 3052532244 MAIL ADDRESS: STREET 1: 11222 QUAIL ROOST DR CITY: MIAMI STATE: FL ZIP: 33157 SC 14D9/A 1 AMENDMENT NO. 9 TO SCHEDULE 14D-9 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9 (AMENDMENT NO. 9) 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 A PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS (TITLE OF CLASS OF SECURITIES) 24456 10 5 (CUSIP NUMBER OF CLASS OF SECURITIES) 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 PERSON(S) FILING STATEMENT) ------------------------ 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
================================================================================ 2 This Amendment No. 9 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 4. THE SOLICITATION OR RECOMMENDATION The response to Item 4 is hereby amended and supplemented as follows: On March 17, 1998, the Board of Directors determined, after consultation with its legal and financial advisors, and based upon information currently available to it, that the terms of the Cendant Offer as revised to offer cash and stock with a value of $67 per share of Common Stock meet the definition of a "Superior Proposal", as defined in the Merger Agreement. The Company therefore instructed its legal and financial advisors to commence discussions with Cendant with respect to the Cendant Offer, as permitted by the Merger Agreement, including seeking answers to the questions previously submitted by the Company to Cendant. The Company's press release with respect to the aforementioned determination is filed as Exhibit 37 hereto and is incorporated by reference in its entirety herein. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Exhibit 37................................ Press Release, dated March 17, 1998, of the Company.
3 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 ------------------------------------- Name: Gerald N. Gaston Title: Chief Executive Officer, President and Vice Chairman Date: March 17, 1998 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ----------- ----------- Exhibit 37........................... Press Release, dated March 17, 1998, of the Company
EX-99.37 2 PRESS RELEASE 1 Exhibit 37 [LETTERHEAD OF AMERICAN BANKERS INSURANCE GROUP, INC.] News Release Contact: Bruce Camacho Executive Vice President Investor Relations (305) 252 7060 FOR IMMEDIATE RELEASE Miami, Florida, March 17, 1998...American Bankers Insurance Group, Inc. (NYSE: ABI) announced today that the Board of Directors of the Company has determined, after consultation with its legal and financial advisors, and based upon information currently available to it, that the terms of the revised offer by Cendant Corporation to acquire American Bankers for cash and stock with a value of $67 per share of American Bankers common stock meet the definition of a "Superior Proposal", as defined in the merger agreement with AIG. ABI has therefore instructed its legal and financial advisors to commence discussions with Cendant with respect to the offer, as permitted by the merger agreement with AIG, including seeking answers to the questions previously submitted by the Company to Cendant. 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. -----END PRIVACY-ENHANCED MESSAGE-----