AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 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: 
 [ ] 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 Rule 14a-11(c) or Rule 14a-12 

                     AMERICAN BANKERS INSURANCE GROUP, INC.
                           -------------------------
                (Name of Registrant as Specified in Its Charter)

                              CENDANT CORPORATION
                           -------------------------
    (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)(1) and 0-11. 

     (1) Title of each class of securities to which transaction applies: 

     (2) Aggregate number of securities to which transaction applies: 

     (3) Per unit price or other underlying value of transaction computed 
         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 transactions: 
                                                          ---------------------
 
     (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: 

     ------------------------------------------------------------------------ 

     (2) Form, Schedule or Registration Statement No.: 

     ------------------------------------------------------------------------ 

     (3) Filing Party: 

     ------------------------------------------------------------------------ 

     (4) Date Filed: 

     ------------------------------------------------------------------------ 

===============================================================================



   Cendant submitted a letter to the state insurance commissioner of Arizona on
February 23, 1998, and Cendant submitted letters to the state insurance
commissioners of New York and South Carolina on February 24, 1998, in
connection with Cendant's contention that, pursuant to certain contracts and
agreements entered into between AIG and American Bankers and certain members of
its management, AIG and those persons controlling AIG are currently in control
over American Bankers without having obtained prior insurance regulatory
approval in violation of the applicable insurance statutes.



                           [Brown & Bain Letterhead]

                                                              Howard Ross Cabot
                                                               T (602) 351-8235
                                                            cabot@brownbain.com

                               February 23, 1998



              Application of American International Group, Inc.
         to Acquire Control of American Bankers Insurance Group, Inc.


Dear Director Greene:

      I am writing on behalf of Cendant Corporation and Season Acquisition
Corporation (collectively, "Cendant") to bring to your attention certain
contracts entered into and related agreements put in place between American
International Group, Inc. ("AIG") and American Bankers Insurance Group, Inc.
("American Bankers") which provide AIG and the persons controlling AIG with
"control" over American Bankers within the meaning of A.R.S. ss. 20-481(3)
without the requisite prior approval of your Department.

      A.R.S. ss. 20-481(3) defines "control" as "possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract . . . or otherwise . . ." (Emphasis added).

      Several features of the proposed AIG transaction, which are virtually
unprecedented, provide AIG with the power to direct the management and
policies of American Bankers on an ongoing basis for at least six months and
provide "control" over a transaction that the Supreme Court of the United
States has described as one of the most important matters in the existence of
a company.  See Basic Inc. v. Levison, 485 U.S. 224 (1988).  These control
provisions include the following:

(a) the absolute control by AIG over American Bankers' ability to pursue or
consider any competing transaction proposals as reflected in the "Fiduciary
Sabbatical Provision" which precludes American Bankers' Board of Directors (the
"American Bankers Board") from pursuing or even considering any transaction
which might compete with the proposed AIG transaction unless AIG agrees (with
no "fiduciary out" feature for 120 days) (see Section 6.2 of the AIG/American
Bankers Merger Agreement);




Honorable John Greene                 -2-                    February 23, 1998


            (b) the absolute veto power of AIG over any amendment of American
      Bankers' "poison pill" Rights Agreement which could facilitate any
      competing offer to acquire American Bankers (once again with no fiduciary
      out reserved to the American Bankers Board) and the delegation to AIG of
      determinations with respect to terminating or redeeming the outstanding
      Rights, extending the term of the Rights Agreement (which is scheduled to
      expire on March 10, 1998) and adopting a new Rights Agreement(1) (see
      Sections 5.1(q)(ii), 6.2 and 6.15(a) of the AIG/American Bankers Merger
      Agreement);

            (c) the control ceded to AIG over one of American Bankers'
      fundamental corporate processes -- meetings of shareholders -- as
      evidenced by American Bankers' agreement to convene a meeting of its
      shareholders to consider the proposed AIG transaction regardless of
      whether the American Bankers Board continues to support the proposed AIG
      transaction (see Section 6.4 of the AIG/American Bankers Merger
      Agreement);

            (d) the abandonment by the American Bankers Board of its ability to
      determine and recommend the best course of action to American Bankers'
      shareholders as evidenced by American Bankers' agreement not to recommend
      a competing acquisition proposal to American Bankers' shareholders (with
      no fiduciary out feature for 120 days) and its agreement not to withdraw
      or modify its recommendation of the proposed AIG transaction, subject to
      fiduciary obligations under applicable law (see Sections 6.2 and 6.4 of
      the AIG/American Bankers Merger Agreement);

            (e) American Bankers' agreement to solicit shareholder approval of
      the proposed AIG transaction and its agreement to use "all best efforts .
      . . to consummate and make effective the [proposed AIG/American Bankers]
      Merger . . ." (see Sections 6.4 and 6.5(b) of the AIG/American Bankers
      Merger Agreement) coupled with the fact that R. Kirk Landon (American
      Bankers' Chairman and Chief International Officer) and Gerald N. Gaston
      (Vice-Chairman, President and Chief Executive Officer of American
      Bankers) have agreed, among other things, (i) to vote the 


- --------
1  On February 20, 1998, American Bankers announced that it had entered into a
new Rights Agreement to replace the existing Rights Agreement on March 10,
1998.





Honorable John Greene                 -3-                    February 23, 1998


      approximately 8.0% of the outstanding common shares of American Bankers
      beneficially owned by them in favor of approving the proposed AIG
      transaction and (ii) upon request, to grant AIG an irrevocable proxy with
      respect to such common shares (see Section 2 of the AIG Voting
      Agreement);

            (f) the abandonment by American Bankers of its right to terminate
      the AIG/American Bankers Merger Agreement for at least 180 days in the
      context of a competing transaction proposal (see Sections 8.2(iv) and
      8.3(a) of the AIG/American Bankers Merger
      Agreement);

            (g) the control that AIG exerts over many of American Bankers'
      operational matters, including for example changes to its capitalization,
      modifications to employee benefit arrangements, modifications to
      investment guidelines or policies or entering into new quota share or
      other reinsurance transactions that do not meet certain specified
      criteria (see Section 6.1 of the AIG/American Bankers Merger Agreement);

            (h) the guarantee that current American Bankers' directors that so
      desire will be appointed as directors of the surviving corporation of the
      proposed merger of American Bankers and an AIG subsidiary (see Section
      3.1 of the AIG/American Bankers Merger Agreement); and

            (i) the financial penalties (in the amount of $66 million) that
      would be imposed upon American Bankers if it or AIG terminates the
      AIG/American Bankers Merger Agreement (after 180 days in the case of
      American Bankers) as a result of the failure by American Bankers'
      shareholders to approve the AIG transaction or if American Bankers
      terminates the AIG/American Bankers Merger Agreement after 180 days to
      enter into a competing transaction agreement (see Section 8.5(b) of the
      AIG/American Bankers Merger Agreement).

      Given these provisions, the contracts and agreements between AIG and
American Bankers provide AIG with control over American Bankers. The failure of
AIG and those persons controlling AIG to obtain the prior approval of your
Department before entering into the foregoing contracts and agreements is in
direct violation of the provisions of A.R.S. ss. 20-481.02(A). Accordingly,
Cendant respectfully requests that your Department immediately take all
appropriate regulatory action to enforce your statutes and to require AIG and
those persons controlling AIG to renounce, waive or 






Honorable John Greene                 -4-                    February 23, 1998


otherwise relinquish each of the foregoing control provisions in the contracts
and agreements with American Bankers.

      In addition, we believe that the willful violation of your statutes by
AIG and those persons controlling AIG is, in itself, sufficient grounds to deny
AIG's application to acquire control of American Bankers.


                                    Very truly yours,

                                    /s/ Howard Ross Cabot

                                    Howard Ross Cabot


Honorable John Greene
  Director of Insurance
    Arizona Department of Insurance
      2910 North 44th Street, Suite 210
        Phoenix, Arizona  85018

VIA HAND DELIVERY

HRC:mam

Copy to:

Michael De La Cruz, Esq.
  Assistant Attorney General
    Office of the Attorney General
      1275 West Washington
        Phoenix, Arizona  85007

VIA HAND DELIVERY

Ms. Laura Badian
  Securities and Exchange Commission
    Washington, D.C.  20549






Honorable John Greene                 -5-                    February 23, 1998


HONORABLE JOHN GREENE
DIRECTOR OF INSURANCE
ARIZONA DEPARTMENT OF INSURANCE
2910 NORTH 44TH STREET, SUITE 210
PHOENIX, ARIZONA  85018

VIA HAND DELIVERY

MICHAEL DE LA CRUZ, ESQ.
ASSISTANT ATTORNEY GENERAL
OFFICE OF THE ATTORNEY GENERAL
1275 WEST WASHINGTON
PHOENIX, ARIZONA  85007

VIA HAND DELIVERY

MS. LAURA BADIAN
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



             [Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]


 DIRECT DIAL
212-735-2930
  DIRECT FAX
212-735-3639



                                                     February 24, 1998




Honorable Neil D. Levin
Superintendent of Insurance
New York State Department of Insurance
25 Beaver Street
New York, NY 10004-2319

Attention:   Mr. Martin Carus, Assistant Deputy
               Superintendent/Chief Examiner

                  Re:      Application of American International Group, Inc. to
                           Acquire Control of American Bankers Insurance
                           Group, Inc.
                           ----------------------------------------------------

Dear Superintendent Levin:

         I am writing on behalf of Cendant Corporation and Season Acquisition
Corporation (collectively, "Cendant") to bring to your attention certain
contracts entered into and related agreements put in place between American
International Group, Inc. ("AIG") and American Bankers Insurance Group, Inc.
("American Bankers") which provide AIG and those persons controlling AIG with
"control" over American Bankers within the meaning of Section 1501 without the
requisite prior approval of your Department.

         Section 1501(a)(2) of the New York Insurance Laws defines "control" as
"possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a person, whether through the ownership of
voting securities by contract . . . or otherwise . . ." (emphasis added).

         Several features of the proposed AIG transaction, which are virtually
unprecedented, provide AIG with the power to direct the management and policies
of






Honorable Neil D. Levin
February 24, 1998
Page 2




American Bankers on an ongoing basis for at least six months and provide
"control" over a transaction that the Supreme Court of the United States has
described as one of the most important matters in the existence of a company.
See Basic Inc. v. Levison, 485 U.S. 224 (1988). These control provisions
include the following:

                  (a) the absolute control by AIG over American Bankers'
         ability to pursue or consider any competing transaction proposals as
         reflected in the "Fiduciary Sabbatical Provision" which precludes
         American Bankers' Board of Directors (the "American Bankers' Board")
         from pursuing or even considering any transaction which might compete
         with the proposed AIG transaction unless AIG agrees (with no
         "fiduciary out" feature for 120 days)(see Section 6.2 of the
         AIG/American Bankers Merger Agreement);

                  (b) the absolute veto power of AIG over any amendment of Amer
         ican Bankers' "poison pill" Rights Agreement which could facilitate
         any com peting offer to acquire American Bankers (once again with no
         fiduciary out reserved to the American Bankers' Board) and the
         delegation to AIG of determinations with respect to terminating or
         redeeming the outstanding Rights, extending the term of the Rights
         Agreement (which is scheduled to expire on March 10, 1998) and
         adopting a new Rights Agreement(1) (see Sections 5.1(q)(ii), 6.2 and
         6.15(a) of the AIG/American Bankers Merger Agreement);

                  (c) the control ceded to AIG over one of American Bankers'
         fundamental corporate processes -- meetings of shareholders -- as
         evidenced by American Bankers' agreement to convene a meeting of its
         shareholders to consider the proposed AIG transaction regardless of
         whether the American Bankers Board continues to support the proposed
         AIG transaction (see Section 6.4 of the AIG/American Bankers Merger
         Agreement);

                  (d) the abandonment by the American Bankers' Board of its
         ability to determine and recommend to the best course of action for
         American Bankers' shareholders as evidenced by American Bankers'
         agreement not to recommend a competing acquisition proposal to
         American Bankers' shareholders (with no fiduciary out feature for 120
         days) and its agreement not to withdraw or modify

- --------
         
1  On February 20, 1998, American Bankers announced that it had entered into a
new Rights Agreement to replace the existing Rights Agreement on March 10,
1998.






Honorable Neil D. Levin
February 24, 1998
Page 3


         its recommendation of the proposed AIG transaction, subject to
         fiduciary obligations under applicable law (see Sections 6.2 and 6.4
         of the AIG/American Bankers Merger Agreement);

                  (e) American Bankers' agreement to solicit shareholder
         approval of the proposed AIG transaction and its agreement to use "all
         best efforts . . . to consummate and make effective the [proposed
         AIG/American Bankers] Merger . . ." (see Sections 6.4 and 6.5(b) of
         the AIG/American Bankers Merger Agreement) coupled with the fact that
         R. Kirk Landon (American Bankers' Chairman and Chief International
         Officer) and Gerald N. Gaston (Vice-Chairman, President and Chief
         Executive Officer of American Bankers) have agreed, among other
         things, (i) to vote the approximately 8.0% of the outstanding common
         shares of American Bankers beneficially owned by them in favor of
         approving the proposed AIG transaction and (ii) upon request, to grant
         AIG an irrevocable proxy with respect to such common shares (see
         Section 2 of the AIG Voting Agreement);

                  (f) the abandonment by American Bankers of its right to
         terminate the AIG/American Bankers Merger Agreement for at least 180
         days in the context of a competing transaction proposal (see Sections
         8.2(iv) and 8.3(a) of the AIG/American Bankers Merger Agreement);

                  (g) the control that AIG exerts over many of American
         Bankers' operational matters, including for example changes to its
         capitalization, modifications to employee benefit arrangements,
         modifications to investment guidelines or policies or entering into
         new quota share or other reinsurance transactions that do not meet
         certain specified criteria (see Section 6.1 of the AIG/American
         Bankers Merger Agreement);

                  (h) the guarantee that current American Bankers' directors
         that so desire will be appointed as directors of the surviving
         corporation of the proposed merger of American Bankers and an AIG
         subsidiary (see Section 3.1 of the AIG/American Bankers Merger
         Agreement); and

                  (i) the financial penalties (in the amount of $66 million)
         that would be imposed upon American Bankers if it or AIG terminates
         the AIG/American Bankers Merger Agreement (after 180 days in the case
         of American Bankers) as






Honorable Neil D. Levin
February 24, 1998
Page 4



         a result of the failure by American Bankers' shareholders to approve
         the AIG transaction or if American Bankers terminates the AIG/American
         Bankers Merger Agreement after 180 days to enter into a competing
         transaction agreement (see Section 8.5(b) of the AIG/American Bankers
         Merger Agreement).

         Given these provisions, the contracts and agreements between AIG and
American Bankers provide AIG with control over American Bankers. The failure of
AIG and those persons controlling AIG to obtain the prior approval of your
Department before entering into the foregoing contracts and agreements is in
direct violation of the provisions of Section 1506 of the New York Insurance
Laws. Accordingly, Cendant respectfully requests that your Department
immediately take all appropriate regulatory action to enforce your statutes and
to require AIG and those persons controlling AIG to renounce, waive or
otherwise relinquish each of the foregoing control provisions in the contracts
and agreements with American Bankers.

         In addition, we believe that the willful violation of your statutes by
AIG and those persons controlling AIG is, in itself, sufficient grounds to deny
AIG's application to acquire control of American Bankers.


                                                     Very truly yours,

                                                     /s/ Robert J. Sullivan

                                                     Robert J. Sullivan


cc:  Ms. Lorraine Gash
      Supervisor
     Mr. Frederick Bodinger
      Associate Examiner
     Ms. Laura Badian
      Securities and Exchange Commission






               [Turner, Padget, Graham & Laney, P.A. Letterhead]


                               February 24, 1998
                                                                       Columbia

HAND DELIVERED TO:

Honorable Lee P. Jedziniak
Director of Insurance
S.C. Department of Insurance
1612 Marion Street
Columbia, S.C. 29201

      Re:   Application of American International Group, Inc. to Acquire
            Control of American Bankers Insurance Group, Inc,
            -------------------------------------------------

Dear Director Jedziniak:

      I am writing on behalf of Cendant Corporation and Season Acquisition
Corporation (collectively, "Cendant") to bring to your attention certain
contracts entered into and related agreements put in place between American
International Group, Inc. ("AIG") and American Bankers Insurance Group, Inc.
("American Bankers") which provide AIG and the persons controlling AIG with
"control" over American Bankers within the meaning of Sections 38-21-10(2) and
38-21-60 of the South Carolina Code of Laws (1976), as amended, without the
requisite prior approval of your Department.

      Section 38-21-10(2) defines "control" as "possession, direct or indirect,
of the management and policies of a person, whether through the ownership of
voting securities by contract . . . or otherwise . . . ." (emphasis added)

      Several features of the proposed AIG transaction, which are virtually
unprecedented, provide AIG with the power to direct the management and policies
of American Bankers on an ongoing basis for at least six months and provide
"control" over a transaction that the Supreme Court of the United States has
described as one of the most important matters in the existence of a company.
See Basic



Lee P. Jedziniak, Director
February 24, 1998
Page 2


Inc. v. Levison, 485 U.S. 224 (1988). These control provisions include the
following:

            (a) the absolute control by AIG over American Bankers' ability to
      pursue or consider any competing transaction proposals as reflected in
      the "Fiduciary Sabbatical Provision" which precludes American Bankers'
      Board of Directors (the "American Bankers Board") from pursuing or even
      considering any transactions which might compete with the proposed AIG
      transaction unless AIG agrees (with no "fiduciary out" feature for 120
      days) (see Section 6.2 of the AIG/American Bankers Merger Agreement);

            (b) the absolute veto power of AIG over any amendment of American
      Bankers' "poison pill" Rights Agreement which could facilitate any
      competing offer to acquire American Bankers (once again with no fiduciary
      out reserved to the American Bankers Board) and the delegation to AIG of
      determinations with respect to terminating or redeeming the outstanding
      Rights, extending the term of the Rights Agreement (which is scheduled to
      expire on March 10, 1998) and drafting a new Rights Agreement (1) (see
      Sections 5.1(q)(ii), 6.2 and 6.15(a) of the AIG/American Bankers Merger
      Agreement);

            (c) The control ceded to AIG over one of American Bankers'
      fundamental corporate processes -- meeting of shareholders -- as
      evidenced by American Bankers' agreement to convene a meeting of its
      shareholders to consider the proposed AIG transaction regardless of
      whether the American Bankers Board continues to support the proposed AIG
      transaction (see Section 6.4 of the AIG/American Bankers Merger
      Agreement);

            (d) The abandonment by the American Bankers Board of its ability to
      determine and recommend to the best course of action for American
      Bankers' shareholders as evidenced by American Bankers' agreement not to
      recommend a competing acquisition proposal to American Bankers'
      shareholders (with no fiduciary out feature for 120 days) and its
      agreement not to withdraw or modify its recommendation of the proposed
      AIG transaction, subject to fiduciary obligations under applicable law
      (see Section 6.2 and 6.4 of the AIG/American Bankers Merger Agreement);

            (e) American Bankers' agreement to solicit shareholder approval of
      the proposed AIG transaction and its agreement to use "all best efforts
      . . . to consummate and make effective the [proposed AIG/American Bankers]
      Merger . . . " (see Section 6.4 and 6.5(b) of the AIG/American Bankers
      Merger Agreement) coupled with the fact that R. Kirk Landon (American
      Bankers' Chairman and Chief International Officer) and Gerald N. Gaston
      (Vice-Chairman, President and Chief Executive Officer of American
      Bankers) have agreed, among 

- --------
1  On February 20, 1998, American Bankers announced that it had entered into a
new Rights Agreement to replace the existing Rights Agreement on March 10,
1998.



Lee P. Jedziniak, Director
February 24, 1998
Page 3


      other things (i) to vote the approximately 8.0% of the outstanding common
      shares of American Bankers beneficially owned by them in favor of
      approving the proposed AIG transaction and (ii) upon request, to grant
      AIG an irrevocable proxy with respect to such common shares (see Section
      2 of the AIG Voting Agreement);

            (f) the abandonment by American Bankers of its right to terminate
      the AIG/American Bankers Merger Agreement for at least 180 days in the
      context of a competing transaction proposal (see Section 8.2 (iv) and
      8.3(a) of the AIG/American Bankers Merger Agreement);

            (g) the control that AIG exerts over many of American Bankers'
      operational matters, including for example changes to its capitalization,
      modifications to employee benefit arrangements, modifications to
      investment guidelines or policies or entering into new quota share or
      other reinsurance transactions that do not meet certain specified
      criteria (see Section 6.1 of the AIG/American Bankers Merger Agreement);

            (h) the guarantee that current American Bankers' directors that so
      desire will be appointed as directors of the surviving corporation of the
      proposed merger of American Bankers and an AIG subsidiary (see Section
      3.1 of the AIG/American Bankers Merger Agreement); and

            (i) the financial penalties (in the amount of $66 million) that
      would be imposed upon American Bankers if it or AIG terminates the
      AIG/American Bankers Merger Agreement (after 180 days in the case of
      American Bankers) as a result of the failure by American Bankers'
      shareholders to approve the AIG transaction or if American Bankers
      terminates the AIG/American Bankers Merger Agreement after 180 days to
      enter into a competing transaction agreement (see section 8.5 (b) of the
      AIG/American Bankers Merger Agreement).

      Given these provisions, the contracts and agreements between AIG and
American Bankers provide AIG with control over American Bankers. The failure of
AIG and those persons controlling AIG to obtain the prior approval of your
Department before entering into the foregoing contracts and agreements is in
direct violation of the provisions of Section 38-21-60. Accordingly, Cendant
respectfully requests that your Department immediately take all appropriate
regulatory action to enforce your statutes and to require AIG and those persons
controlling AIG to renounce, waive or otherwise relinquish each of the
foregoing control provisions in the contracts and agreements with American
Bankers.

      In addition, we believe that the willful violation of your statutes by
AIG and those persons controlling AIG is, in itself, sufficient grounds to deny
AIG's application to acquire control of 



Lee P. Jedziniak, Director
February 24, 1998
Page 4


American Bankers.

      With kind personal regards, I am

                               Very truly yours,

                               TURNER, PADGET, GRAHAM & LANEY, P.A.

                               /s/ Thomas C. Salane

                               Thomas C. Salane

TCS/nac

cc:   Laura Badian
      Securities and Exchange Commission