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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 22) 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. 22 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 11. MATERIAL TO BE FILED AS EXHIBITS (a)(26) Text of Press Release issued by Parent on March 2, 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: March 2, 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. - ----------- (a)(26) Text of Press Release issued by Parent on March 2, 1998. 4
FOR IMMEDIATE RELEASE --------------------- CENDANT SAYS NEW AIG OFFER ACKNOWLEDGES THAT PAYING FAIR VALUE FOR ABI MUST BE THE OVERRIDING ISSUE Stamford, CT and Parsippany, NJ, March 2, 1998 -- Henry R. Silverman, President and Chief Executive Officer of Cendant Corporation, today said, "AIG's increased offer for American Bankers acknowledges that the overriding issue is about paying fair and appropriate value to acquire the company. "We remain committed to the acquisition of ABI and we are evaluating all our options. "In matching our offer, despite its prior protestations to the contrary, AIG has recognized that Cendant is as qualified as AIG to own ABI and would be able to complete its acquisition, including receiving regulatory approvals, within the same time frame." Investor Contact: Media Contact: or: Laura P. Hamilton Elliot Bloom Jim Fingeroth/Roanne Kulakoff Senior Vice President Vice President Kekst and Company Corporate Communications Public Relations and Investor Relations (973) 496-8414 (212) 521-4800 (203) 965-5114 # # #