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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 20) 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. 20 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 10. ADDITIONAL INFORMATION The information set forth in subsection (e) of the Schedule 14D-1 is hereby amended and supplemented by the following information: On February 25, 1998, the Office of Administrative Hearings for the State of Arizona (the "Arizona OAH"), issued an order entitling Parent and Purchaser to participate in the hearing relating to the AIG Arizona Form A Proceedings as persons whose interests are affected by the AIG Arizona Form A Proceedings. The Arizona OAH held that Parent and Purchaser are not "parties" as defined by the Arizona statutes and did not have standing to request a continuance of the hearing. The Arizona OAH also determined that it was without jurisdiction to consolidate the AIG Arizona Form A Proceedings and the Parent Arizona Form A Proceedings because a hearing date for the Parent Arizona Form A Proceedings has not yet been set before the Arizona OAH. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended as follows: (g)(27) Order issued by the Office of Administrative Hearings for the State of Arizona dated February 25, 1998. 2 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: February 27, 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 3 EXHIBIT INDEX EXHIBIT NO. ----------- (g)(27) Order issued by the Office of Administrative Hearings for the State of Arizona dated February 25, 1998. 4
IN THE OFFICE OF ADMINISTRATIVE HEARINGS IN THE MATTER OF THE ACQUISITION OF NO. 98A-017-INS CONTROL OF: ORDER DENYING PETITION AMERICAN RELIABLE TO DEFER HEARING, INTERVENE INSURANCE COMPANY AND CONSOLIDATION; GRANTING NAIC No. 19615 AND CENDANT CORPORATION AND SEASON ACQUISITION CORP. CONDEAUX LIFE INSURANCE LEAVE TO PARTICIPATE AT COMPANY HEARING NAIC NO. 94625, INSURERS, BY AMERICAN INTERNATIONAL GROUP, INC., PETITIONER. On February 12, 1998, the Office of Administrative Hearings received a Petition to Defer Hearing and to Intervene and Consolidate with Related Proceeding (the "Petition") which was originally submitted to the Arizona Department of Insurance (the "Department") by Cendant Corp. and Season Acquisition Corp. ("Petitioners"). On February 20, 1998, the Department and American International Group, Inc. ("AIG") filed responses to the Petition wherein objections were made to the Petition but not to Petitioners' participation in the hearing. Petitioners filed a Reply with the Office of Administrative Hearings on February 24, 1998. Petitioners request oral argument on the Petition. Petitioner seeks to have AIG's Form A filing considered at a hearing along Petitioner's Form A filing. However, Petitioner's Form A filing is still under review by the Department and that matter has not been set for hearing before the Office of Administrative Hearings. Therefore, until the matter has been set for hearing before the Office of Administrative Hearings 1700 West Washington, Suite 602 Phoenix, Arizona 85007 (602) 542-9828 Office of Administrative Hearings, there is no matter before the Office of Administrative Hearings which can be consolidated with the instant matter. Pursuant to A.R.S. Section 20-481.07(B), "[a]ny other person whose interests may be affected thereby shall have the right to present evidence, examine and cross-examine the witnesses and offer oral and written arguments at the hearing...." Petitioners do not cite any statutory authority under the insurance laws by which their status as an affected person is raised to the status of being a "party" at this proceeding. The Administrative Law Judge is not persuaded by the arguments presented by Petitioner that because their rights are affected, Petitioners fall within the definition of being a "party" within the meaning of A.R.S. Section 41-1001(13) and A.A.C. R20-6-101(b)(5). Therefore, it is determined that Petitioners are not parties to this proceeding but do have the right to participate at the hearing in accordance with A.R.S. Section 20-481.07. Because Petitioners are not parties to this proceeding but merely allowed to participate, Petitioners do not have standing to request a continuance, consolidation or deferral of this matter; nor does the Office of Administrative Hearings have jurisdiction over the "related matter" referred to by Petitioners as Petitioners do not have any matters presently before the Office of Administrative Hearings. Based on the above, IT IS ORDERED denying the Petition to Defer Hearing and to Intervene and to Consolidate with Related Proceeding and denying oral argument on the Petition; IT IS FURTHER ORDERED that Petitioners may participate in the hearing as affected persons pursuant to A.R.S. Section 20-481.07. Done this day, February 25, 1998. /s/ Lewis D. Kowal ------------------------ Lewis D. Kowal Administrative Law Judge Copy faxed this 25 day of February, 1998, to: Mr. John A. Greene, Director Department of Insurance 2910 North 44th Street, #210 ATTN: Curvey Burton Phoenix, AZ 85018-7256 Fax #912-8452 2 Low & Childers, P.C. Steven R. Henry, Esq. 2999 N. 44th St., Ste. 250 Phoenix, AZ 85013 Fax #808-8835 Attorney at Law Philip T. Paris, Esq. 2929 N. 44th Street, Ste. 120 Phoenix, AZ 85018 Fax #840-2771 Lewis & Roca, L.L.P. Jeremy E. Butler, Esq. 40 N. Central Avenue Phoenix, Arizona 85004-4429 Fax #262-5747 Brown & Bain, P.A. Howard Ross Cabot, Esq. 2901 N. Central Avenue P.O. Box 400 Phoenix, Arizona 85001-0400 Fax #351-8516 Joseph M. Hennelly, Jr. 2264 E. Desert Cove Avenue Phoenix, Arizona 85028 Fax #971-9442 Office of the Attorney General Michael J. De La Cruz 1275 W. Washington Phoenix, AZ 85007 Fax #542-4377 By /s/ Cruz A. Serrano ------------------- 3