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=============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 38) 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. 38 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") upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 27, 1998 (the "Offer to Purchase"), the Supplement thereto, dated March 16, 1998 (the "First Supplement"), the Second Supplement thereto, dated March 24, 1998 (the "Second Supplement"), and the revised Letters of Transmittal (which, together with any amendments or supplements thereto, constitute the "Offer"). Unless otherwise defined herein, all capitalized terms used herein shall have the respective meanings given such terms in the Offer to Purchase, the First Supplement or the Schedule 14D-1. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended as follows: (a)(47) Text of Press Release issued by Parent on April 17, 1998. 1 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: April 17, 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 2 EXHIBIT INDEX EXHIBIT NUMBER ------ (a)(47) Text of Press Release issued by Parent on April 17, 1998. 3
FOR IMMEDIATE RELEASE --------------------- BANKS CONFIRM AVAILABILITY OF CENDANT'S $3.5 BILLION OF CREDIT LINES --FUNDING FOR AMERICAN BANKERS AND NATIONAL PARKING CORP. ALSO CONFIRMED-- Stamford, CT and Parsippany, NJ, April 17, 1998 -- Cendant Corporation (NYSE:CD) today reported that The Chase Manhattan Bank, the administrative agent under its committed bank facilities, has received waivers from Cendant's syndicate banks relating to its $2.0 billion of committed bank facilities. The Company also has an additional $1.5 billion of committed bank lines available under separate facilities. The waivers were technically necessary in light of Cendant's April 15 announcement that, as a result of its expected restatement of past earnings, it must prepare revised financial statements. Having now received these waivers, Cendant's committed bank facilities remain fully available for, among other purposes, the funding of the Company's previously announced acquisition of National Parking Corporation Limited. In addition to the above-mentioned facilities, the Company has a commitment from The Chase Manhattan Bank for $1.5 billion to fund the cash portion of the American Bankers transaction. Henry R. Silverman, President and Chief Executive Officer of Cendant, said: "While the requirement to obtain these waivers was largely a formality, we are nevertheless pleased to have received such prompt support from our banking syndicate. Cendant remains a financially strong and liquid company and remains committed to completing all of its pending transactions." Cendant (NYSE:CD) is the world's premier provider of consumer and business services. Cendant operates in three principal segments: Alliance Marketing, Travel and Real Estate Services. In Alliance Marketing, Cendant provides access to travel, shopping, auto, dining, and other services through more than 66.5 million memberships worldwide. In Travel Services, Cendant is the leading franchisor of hotels and rental car agencies worldwide, the premier provider of vacation exchange services and the second largest fleet management company. In Real Estate Services, Cendant is the world's premier franchisor of residential real estate brokerage offices, a major provider of mortgage services to consumers and a global leader in corporate employee relocation. Headquartered in Stamford, CT and Parsippany, NJ, the company has more than 34,000 employees, operates in over 100 countries and makes approximately 100 million customer contacts annually. Investor Contact: Media Contact: or: Laura Hamilton Elliot Bloom Jim Fingeroth/Thomas Davies Senior Vice President Vice President Kekst and Company Corporate Communications Public Relations Cendant Corporation (973) 496-8414 (212) 521-4800 (203) 965-5114 # # #