SC 14D1/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 SCHEDULE 14D-1
                               (AMENDMENT NO. 23)
              TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
                     AMERICAN BANKERS INSURANCE GROUP, INC.
                           (NAME OF SUBJECT COMPANY)

                            SEASON ACQUISITION CORP.
                              CENDANT CORPORATION
                                   (Bidders)
                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
           (INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
                         (Title of Class of Securities)
                                  024456 10 5
                     (CUSIP Number of Class of Securities)

                             JAMES E. BUCKMAN, ESQ.
              SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                              CENDANT CORPORATION
                                  6 SYLVAN WAY
                          PARSIPPANY, NEW JERSEY 07054
                           TELEPHONE: (973) 428-9700
            (Name, Address and Telephone Number of Person Authorized
          to Receive Notices and Communications on Behalf of Bidders)

                                WITH A COPY TO:
                                DAVID FOX, ESQ.
                             ERIC J. FRIEDMAN, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                           TELEPHONE: (212) 735-3000


 
   This Amendment No. 23 amends the Tender Offer Statement on Schedule 14D-1 
initially filed on January 27, 1998 (as amended, the "Schedule 14D-1") by 
Cendant Corporation, a Delaware corporation ("Parent"), and its wholly owned 
subsidiary, Season Acquisition Corp., a New Jersey corporation ("Purchaser"), 
relating to Purchaser's tender offer for 23,501,260 outstanding shares of 
common stock, par value $1.00 per share, of American Bankers Insurance Group, 
Inc., a Florida corporation (the "Company"). Unless otherwise defined herein, 
all capitalized terms used herein shall have the respective meanings given 
such terms in the Schedule 14D-1. 

ITEM 3. PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

   The information set forth in subsection (b) of the Schedule 14D-1 is hereby
amended and supplemented by the following information:

   On March 4, 1998, Parent, Purchaser and the Company entered into a
Confidentiality Agreement, providing for Parent and Purchaser to review certain
information of the Company.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

    (g)(28)  Confidentiality Agreement dated as of March 2, 1998 by and among
             Parent, Purchaser and Company.

 
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                                  SIGNATURE 

   After due inquiry and to the best of its knowledge and belief, the 
undersigned certifies that the information set forth in this statement is 
true, complete and correct. 

Dated: March 4, 1998 

                                          CENDANT CORPORATION 

                                          By:  /s/ James E. Buckman 
                                              ------------------------------- 
                                              Name: James E. Buckman 
                                              Title: Senior Executive Vice 
                                                     President 
                                                     and General Counsel 

                                          SEASON ACQUISITION CORP. 

                                          By:  /s/ James E. Buckman 
                                              ------------------------------- 
                                              Name: James E. Buckman 
                                              Title: Executive Vice President 

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                                 EXHIBIT INDEX


Exhibit No.
- -----------

  (g)(28)    Confidentiality Agreement dated as of March 2, 1998 by and among
             Parent, Purchaser and Company.



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EX-99.(G)(28)

PERSONAL AND CONFIDENTIAL 
- ------------------------- 

March 2, 1998 

Cendant Corporation 
Season Acquisition Corp. 
6 Sylvan Way 
Parsippany, New Jersey 07054 

Gentlemen: 

   In connection with the consideration by you of a possible transaction with 
American Bankers Insurance Group, Inc. (the "Company"), you have requested 
information concerning the Company. As a condition to your being furnished 
such information, you agree to treat any information concerning the Company 
(whether prepared by the Company, its advisors or otherwise) which is 
furnished to you by or on behalf of the Company in connection with the 
transaction (herein collectively referred to as the "Evaluation Material") in 
accordance with the provisions of this letter and to take or abstain from 
taking certain other actions herein set forth. The term "Evaluation Material" 
does not include information which (i) is already in your or your affiliates' 
possession, provided that such information is not known by you to be subject 
to another confidentiality agreement with or other obligation of secrecy to 
the Company or another party, or (ii) becomes generally available to the 
public other than as a result of a disclosure by you or your affiliates or 
your respective directors, officers, employees, agents or advisors, or (iii) 
becomes available to you or your affiliates on a non-confidential basis from 
a source other than the Company or its advisors, provided that such source is 
not known by you to be bound by a confidentiality agreement with or other 
obligation of secrecy to the Company or another party. 

   You hereby agree that the Evaluation Material will be used solely for the 
purpose of evaluating a possible transaction between the Company and you, and 
that such information will be kept confidential by you and your affiliates 
and your respective advisors; provided, however, that (i) any of such 
information may be disclosed to your affiliates' directors, officers, 
employees and agents and representatives of your advisors who need to know 
such information for the purpose of evaluating any such possible transaction 
between the Company and you (it being understood that such directors, 
officers, employees and representatives shall be informed by you of the 
confidential nature of such information and shall be directed by you to treat 
such information 




Cendant Corporation 
Season Acquisition Corp. 
Page 2



confidentially), and (ii) any disclosure of such information may be made to 
which the Company consents in writing. 

   If you or any of your affiliates shall become legally compelled (by 
deposition, interrogatory, request for documents, subpoena, civil 
investigative demand or similar process ) to disclose any of the Evaluation 
Material, you shall provide the Company with prompt prior written notice of 
such requirement so that the Company may seek a protective order or other 
appropriate remedy, and/or waive compliance with the terms of this Agreement. 
If such protective order or other remedy is not obtained, or if the Company 
waives compliance with the provisions hereof, you shall furnish only that 
portion of the Evaluation Material which is legally required and you shall 
exercise your reasonable efforts to obtain an order or other assurance that 
confidential treatment will be accorded such Confidential Material. 

   You hereby acknowledge that you are aware, and that you will advise such 
directors, officers, employees and representatives who are informed as to the 
matters which are the subject of this letter, that the United States 
securities laws prohibit any person who has received from an issuer material, 
non-public information concerning the matters which are the subject of this 
letter from purchasing or selling securities of such issuer or from 
communicating such information to any other person under circumstances in 
which it is reasonably foreseeable that such person is likely to purchase or 
sell such securities. 

   In addition, except as required by law, without the prior written consent 
of the Company, you will not, and will direct such directors, officers, 
employees and representatives not to, disclose to any person who 
is not authorized to receive the Evaluation Material either the fact that 
discussions or negotiations are taking place concerning a possible 
transaction between the Company and you or any of the terms, conditions or 
other facts with respect to any such possible transaction, including the 
status thereof until a definitive agreement with respect to a transaction is 
reached. 

   Although the Company has endeavored to include in the Evaluation Material 
information known to it which it believes to be relevant for the purpose of 
your investigation, you understand that neither the Company nor any of its 
representatives or advisors have made or make any representation or warranty 
as to the accuracy or completeness of the Evaluation Material. You agree that 
neither the Company nor its representatives or advisors shall have any 
liability to you or any of your representatives or advisors resulting from 
the use of the Evaluation Material. 

   In the event that you do not proceed with the transaction which is the 
subject of this letter within a reasonable time, you shall promptly redeliver 
to the Company all written Evaluation Material and any other written material 
containing or reflecting any information in the Evaluation Material (whether 
prepared by the Company, its advisors or 

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Cendant Corporation 
Season Acquisition Corp. 
Page 3


otherwise) and will not retain any copies, extracts or other reproductions in 
whole or in part of such written material. All documents, memoranda, notes and 
other writings whatsoever prepared by you, your affiliates or your advisors 
based on the information in the Evaluation Material shall be destroyed. 

   You agree that unless and until a definitive agreement between the Company 
and you with respect to any transaction referred to in the first paragraph of 
this letter has been executed and delivered, neither the Company nor you will 
be under any legal obligation of any kind whatsoever with respect to such a 
transaction by virtue of this or any written or oral expression with respect 
to such a transaction by any of its directors, officers, employees, agents or 
any other representatives or its advisors or representatives thereof except, 
in the case of this letter, for the matters specifically agreed to herein. 
The agreement set forth in this paragraph may be modified or waived only by a 
separate writing by the Company and you expressly modifying or waiving such 
agreement. 

   This letter shall be governed by, and construed in accordance with, the 
laws of the State of New York. 

Very truly yours, 

AMERICAN BANKERS INSURANCE GROUP, INC. 

By: /s/ Floyd G. Denison
   -------------------------------
   Floyd G. Denison 
   Executive Vice President
   Finance


Confirmed and Agreed to: 


CENDANT CORPORATION 

By: /s/ James E. Buckman 
   -------------------------------
   James E. Buckman
   Senior Executive Vice President
   and General Counsel

Date: March 2, 1998 
     -----------------------------


SEASON ACQUISITION CORP. 

By: /s/ James E. Buckman 
   -------------------------------
   James E. Buckman
   Vice President

Date: March 2, 1998 
     -----------------------------

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