-----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, EiI40r9QOfmuutn+x8X30O8mDwoYu/w125+g3Ok7H4m7wTMBiO6STpDYthbBNdGs n85QJkYypNzG9mypFgONwQ== 0000950136-98-000733.txt : 19980424 0000950136-98-000733.hdr.sgml : 19980424 ACCESSION NUMBER: 0000950136-98-000733 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980423 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: 98599452 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. 14 TO SCHEDULE 14D-9 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ SCHEDULE 14D-9 (AMENDMENT NO. 14) -------------- 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 C 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 THE 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 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Amendment No. 14 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 9. MATERIAL TO BE FILED AS EXHIBITS Exhibit 47 .................... Press Release, dated April 23, 1998, of the Company. 1 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: April 23, 1998 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - --------------- ------------------------------------------------------------- Exhibit 47...... Press Release, dated April 23, 1998, of the Company EX-99.47 2 PRESS RELEASE EXHIBIT 99.47 [AMERICAN BANKERS INSURANCE GROUP LETTERHEAD] NEWS RELEASE - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE AMERICAN BANKERS INSURANCE GROUP, INC. REPORTS ---------------------------------------------- FIRST QUARTER 1998 RESULTS -------------------------- MIAMI, FL, APRIL 23, 1998, . . . AMERICAN BANKERS INSURANCE GROUP, INC. (NYSE:ABI) today announced net operating income for the first quarter of 1998 was $28.0 million or $0.60 per share on a diluted basis, excluding the merger termination fee and other merger related expenses. This compares with net operating income of $25.2 milion or $0.54 per share for the same period in 1997. Operating results for first quarter 1998 increased over 11% as compared with the same quarter in 1997. The merger termination fee paid to American International Group and other merger related expenses totaled approximately $109.3 million, pre-tax. Including these merger related expenses and the termination fee, the Company reported a net operating loss of $1.09 per share on a basic earnings per share basis in the first quarter of 1998. First quarter 1998 operating results, excluding the merger termination fee and other merger related expenses, continue to benefit from growth in investment income and favorable underwriting results. Investment income for the first quarter 1998 was $35.2 million representing an increase of approximately 10% over the same period in 1997. Gross collected premiums for the first quarter of 1998 increased approximately 10% from $637.1 million to $697.9 million. Net income for the first quarter of 1998, excluding the merger termination fee and other merger related expenses was $29.4 million or $0.63 per share on a diluted basis, compared with $26.4 million or $0.57 per share for the same period of 1997. First quarter net income includes realized investment gains, net of tax, of $1.4 million or $0.03 per share compared with realized investment gains, net of tax, of $1.3 million or $0.03 per share for the same period of 1997. Including the merger termination fee and other merger related expenses, the Company reported a net loss for the first quarter of 1998 of $42.7 million or $1.06 per share on a basic earnings per share basis. - more - AMERICAN BANKERS INSURANCE GROUP, INC. NEWS RELEASE - PAGE 2 Weighted average shares outstanding on a diluted basis for the quarter were 46.9 million compared with 46.8 million for the same period in 1997. Stockholders' equity was $679.2 million (excluding $105 million of preferred stock) and book value per common share was $16.01 at March 31, 1998. American Bankers Insurance Group, Inc. (ABIG) 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. ABIG, through its insurance subsidiaries, operates in the United States, Canada, the Caribbean, Latin America and the United Kingdom. The comparative consolidated results are as follows: (in thousands) Quarter Ended March 31 ---------------- 1998 1997 ---- ---- (Loss) income before realized investment gains and income taxes $(71,794) $35,384 Realized investment gains 2,178 1,930 -------- ------- (Loss) income before income taxes (69,616) 37,314 Income tax (benefit) expense (26,937) 10,895 -------- ------- Net (loss) income $(42,679) $26,419 ======== ======= - more - AMERICAN BANKERS INSURANCE GROUP, INC. NEWS RELEASE - PAGE 3 The following is a breakdown of operating income and realized investment gains, net of taxes: (in thousands except per common share data) Quarter Ended March 31 ---------------- 1998 1997 ---- ---- Basic: - ------ Net operating (loss) income $(45,892) $23,367 Net realized investment gains 1,416 1,255 -------- ------- Adjusted net (loss) income (44,476) 24,622 Dividends on preferred stock 1,797 1,797 -------- ------- Net (loss) income as reported $(42,679) $26,419 ======== ======= Basic per share data: Net operating (loss) income $ (1.09) $ .57 Net realized investment gains .03 .03 -------- ------- Adjusted net (loss) income $ (1.06) $ .60 ======== ======= Weighted average shares outstanding 41,959 41,206 ======== ======= Diluted: - -------- Net operating (loss) income $(44,080) $25,220 Net realized investment gains 1,416 1,255 Interest on convertible debentures (15) (56) --------- ------- Net (loss) income as reported $(42,679) $26,419 ======== ======= Diluted per share data: Net operating income $ * $ .54 Net realized investment gains * .03 --------- ------- Net income $ * $ .57 ========= ======= Weighted average share outstanding 46,940 46,790 ========= ======= - -------- * Anti-dilutive - more - AMERICAN BANKERS INSURANCE GROUP, INC. NEWS RELEASE - PAGE 4 The following is a breakdown of net operating income, excluding the merger termination fee and other merger related expenses: (in thousands) Quarter Ended March 31, 1998 -------------- Net loss as reported $ (42,679) Add back: Merger termination fee and other merger related expenses, net of tax 72,102 Less: Net realized investment gains 1,416 ---------- Net operating income $ 28,007 ========== # # # # -----END PRIVACY-ENHANCED MESSAGE-----