View:
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 24) 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. 24 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: Parent submitted letters to the state insurance commissioners of Georgia, New York and South Carolina on March 5, 1998 reaffirming Parent's contention that, pursuant to certain contracts and agreements entered into between AIG and the Company and certain members of its management, AIG and those persons controlling AIG are currently in control over the Company without having obtained prior insurance regulatory approval in violation of the applicable insurance statutes. Copies of the letters are included as an exhibit hereto and incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS (g)(29) Letters dated March 5, 1998 from Parent to the state insurance commissioners of Georgia, New York and South Carolina. 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 5, 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)(29) Letters dated March 5, 1998 from Parent to the state insurance commissioners of Georgia, New York and South Carolina. 4
[Troutman Sanders LLP Letterhead] March 5, 1998 Honorable John W. Oxendine Insurance and Fire Safety Insurance Commissioner 7th Floor - West Tower 2 Martin Luther King Jr., Drive Atlanta, Georgia 30334 Re: Application of American Insurance Group, Inc. to Acquire Control of American Bankers Insurance Group, Inc. --------------------------------------------- Dear Commissioner Oxendine: We understand that counsel to American Insurance Group, Inc. ("AIG") professes to have "concluded" that the detailed analysis in our February 24, 1998 letter to you -- which supported a conclusion that AIG and those persons controlling AIG are in control over American Bankers Insurance Group, Inc. ("American Bankers") by virtue of the various contracts and agreements between American Bankers and AIG in violation of the provisions of O.C.G.A. Section 33-13-3 -- is "wrong" and "unworthy" of your consideration". AIG's dismissive attitude toward its own improper conduct reflects corporate arrogance. The absence of any substantive response is astounding given the opportunity AIG has had to create one. But, given its own assertion that holding revocable proxies of more than ten percent of American Bankers shares on a single issue vote constitutes "control", the lack of any response is unbecoming. AIG has failed to provide any analysis in support of its "conclusion". Rather, AIG has merely "concluded" that Cendant is wrong. In an attempt perhaps to obfuscate the control issue raised by Cendant, AIG has also resorted to its current practice of mudslinging. Cendant continues to believe that AIG and those persons controlling AIG are in control over American Bankers by virtue of the various contracts and agreements between American Bankers and AIG in violation of the provisions of O.C.G.A. Section 33-13-3. Accordingly, on behalf of Cendant, we reiterate Cendant's request that your Department immediately take all appropriate regulatory action to enforce Georgia Law and to require AIG and those persons controlling AIG to renounce, waive or otherwise relinquish each of the control provisions in the contracts and agreements with American Bankers described in our February 24 letter. Very truly yours, /s/ Martin M. Wilson Martin M. Wilson [Skadden, Arps, Slate, Meagher & Flom LLP Letterhead] March 5, 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 Insurance Group, Inc. to Acquire Control of American Bankers Insurance Group, Inc. --------------------------------------------- Dear Superintendent Levin: We understand that in-house counsel to American Insurance Group, Inc. ("AIG") professes to have "concluded" that the detailed analysis in our February 24, 1998 letter to you -- which supported a conclusion that AIG and those persons controlling AIG are in control over American Bankers Insurance Group, Inc. ("American Bankers") by virtue of the various contracts and agreements between American Bankers and AIG without the requisite approval in violation of the provisions of New York Insurance Law Section 1506 -- is "wrong" and "unworthy of your consideration". AIG's dismissive attitude toward its own improper conduct reflects corporate arrogance. The absence of any substantive response is astounding given the opportunity AIG has had to create one. But, given its own assertion that holding revocable proxies of more than ten percent of American Bankers shares on a single issue vote constitutes "control", the lack of any response is unbecoming. AIG has failed to provide any analysis in support of its "conclusion". Rather, AIG has merely "concluded" that Cendant is wrong. In an attempt perhaps to obfuscate the control issue raised by Cendant, AIG has also resorted to its current practice of mudslinging. Cendant continues to believe that AIG and those persons controlling AIG are in control over American Bankers by virtue of the various contracts and agreements between American Bankers and AIG without the requisite approval in violation of the provisions of New York Insurance Law Section 1506. Accordingly, on behalf of Cendant, we reiterate Cendant's request 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 control provisions in the contracts and agreements with American Bankers described in our February 24, 1998 letter. Very truly yours, /s/ Robert J. Sullivan ----------------------- Robert J. Sullivan cc: Ms. Lorraine Gash Supervisor Mr. Frederick Bodinger Associate Examiner [Turner, Padget, Graham & Laney, P.A. letterhead] March 5, 1998 HAND DELIVERY - ------------- Honorable Lee P. Jedziniak Director of Insurance S.C. Department of Insurance 1612 Marion Street Columbia, S.C. 29202 Re: Application of American Insurance Group, Inc. to Acquire Control of American Bankers Insurance Group, Inc. --------------------------------------------- Dear Director Jedziniak: We understand that counsel to American Insurance Group, Inc. ("AIG") professes to have "concluded" that the detailed analysis in our February 24, 1998 letter to you -- which supported a conclusion that AIG and those persons controlling AIG are in control over American Bankers Insurance Group, Inc. ("American Bankers") by virtue of the various contracts and agreements between American Bankers and AIG in violation of the provisions of Section 38-21-60 -- is "wrong" and "not worthy of your consideration". AIG's dismissive attitude toward its own improper conduct reflects corporate arrogance. The absence of any substantive response is astounding given the opportunity AIG has had to create one. But, given its own assertion that holding revocable proxies of more than ten percent of American Bankers shares on a single issue vote constitutes "control", the lack of any response is unbecoming. AIG has failed to provide any analysis in support of its "conclusion". Rather, AIG has merely "concluded" that Cendant is wrong. In an attempt to perhaps obfuscate the control issue raised by Cendant, AIG has also resorted to its current practice of mudslinging. Cendant continues to believe that AIG and those persons controlling AIG are in control over American Bankers by virtue of the various contracts and amendments between American Bankers and AIG in violation of the provisions of Sections 38-21-10(2) and 38-21-60. Accordingly, on behalf of Cendant, we reiterate Cendant's request 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 control provisions in the contracts and agreements with American Bankers described in our February 24, 1998 letter. Very truly yours, TURNER, PADGET, GRAHAM & LANEY, P.A. /s/ Thomas C. Salane ----------------------------- Thomas C. Salane TCS\nac cc: Gwendolyn L. Fuller, Esq. General Counsel South Carolina Department of Insurance