-----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, RfRS9PPlS6M5NokQN21Sv2mmAacp43dNY4ZZS3mTMJdgaWu8we2z/4ZQQl7iPYWm f0BZSnI5dMPH3J+Wwqpobg== 0000950136-98-001302.txt : 19980729 0000950136-98-001302.hdr.sgml : 19980729 ACCESSION NUMBER: 0000950136-98-001302 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980727 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: 98671882 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. 17 TO SCHEDULE 14D-9 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE 14D-9 (Amendment No. 17) 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. 17 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 50 ........ Press Release, dated July 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: July 27, 1998 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- EXHIBIT 50...... PRESS RELEASE, DATED JULY 23, 1998, OF THE COMPANY EX-99.50 2 PRESS RELEASE COMPANY PRESS RELEASE AMERICAN BANKERS INSURANCE GROUP INC. REPORTS SECOND QUARTER 1998 RESULTS MIAMI--July 23, 1998--American Bankers Insurance Group Inc. (NYSE:ABI) Thursday announced net operating income for the second quarter of 1998 was $28.0 million or $0.60 per share on a diluted basis excluding merger related expenses. This compares with net operating income of $26.6 million or $0.57 per share for the same period in 1997. Including merger related expenses, the company reported net operating income of $.55 per share on a diluted basis in the second quarter of 1998. Second quarter 1998 operating results benefited principally from growth in investment income. Investment income for the second quarter 1998 was $36.5 million representing an increase of approximately 10% over the same period in 1997. Second quarter operating results include an increase in interest expense of approximately $1.5 million due to the merger termination fee of $100 million paid at the end of the first quarter. Gross collected premiums for the second quarter of 1998 increased approximately 5% from $667 million to $697 million. Gross collected premiums for the six months ended June 30, 1998 were $1.395 billion compared to $1.304 billion for the same period 1997. This is an increase of approximately 7%. Net income for the second quarter of 1998, excluding merger related expenses was $32.5 million or $0.69 per share on a diluted basis, compared to $28.6 million or $0.61 per share for the same period of 1997. Second quarter net income includes realized investment gains, net of tax, of $4.4 million or $0.09 per share compared to realized investment gains, net of tax, of $2.0 million or $0.04 per share for the same period of 1997. Including merger related expenses the company reported net income for the second quarter of 1998 of $30.2 million or $0.64 per share on a diluted basis. Weighted average shares outstanding on a diluted basis for the quarter were 46.9 million compared to 47.0 million for the same period in 1997. Stockholders' equity was $711.0 million (excluding $99 million of preferred stock) and book value per common share was $16.61 at June 30, 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. AMERICAN BANKERS INSURANCE GROUP INC. The comparative consolidated results are as follows: (in thousands) Quarter Ended Six Months Ended June 30 June 30 1998 1997 1998 1997 Income (loss) before realized investment gains and income taxes $33,873 $37,067 $(37,921) $72,451 Realized investment gains 6,836 3,104 9,014 5,034 Income (loss) before income taxes 40,709 40,171 (28,907) 77,485 Income tax expense (benefit) 10,540 11,553 (16,396) 22,448 Net income (loss) $30,169 $28,618 $(12,511) $55,037 The following is a breakdown of operating income (loss) and realized investment gains, net of taxes: (in thousands except per common share data) Quarter Ended Six Months Ended June 30 June 30 Basic: 1998 1997 1998 1997 Net operating income (loss) $24,172 $24,803 $(21,721) $48,170 Net realized investment gains 4,443 2,018 5,859 3,273 Adjusted net income (loss) 28,615 26,821 (15,862) 51,443 Dividends on preferred stock 1,554 1,797 3,351 3,594 Net income (loss) as reported $30,169 $28,618 $(12,511) $55,037 Basic per share data: Net operating income (loss) $ .57 $ .60 $ (.51) $ 1.16 Net realized investment gains .10 .05 .14 .08 Adjusted net income (loss) $ .67 $ .65 $ (.37) $ 1.24 Weighted average shares outstanding 42,662 41,522 42,328 41,365 Diluted: Net operating income (loss) $25,726 $26,658 $(18,355) $51,878 Net realized investment gains 4,443 2,018 5,859 3,273 Interest on convertible debentures 0 (58) (15) (114) Net income (loss) as reported $30,169 $28,618 $(12,511) $55,037 Diluted per share data: Net operating income $ .55 $ .57 $ (a) $ 1.11 Net realized investment gains .09 .04 (a) .07 Net income $ .64 $ .61 $ (a) $ 1.18 Weighted average shares outstanding 46,932 46,996 46,951 46,836 (a) Anti-dilutive Contact: American Bankers Insurance Group Inc., Miami P. Bruce Camacho, Executive Vice President Investor Relations, 305/252-7060 -----END PRIVACY-ENHANCED MESSAGE-----