=============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 42) 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. 42 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: (g)(34) Text of Press Release issued by Parent on May 5, 1998. (g)(35) Text of Press Release issued by Parent on May 5, 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: May 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 2 EXHIBIT INDEX EXHIBIT NUMBER ------ (g)(34) Text of Press Release issued by Parent on May 5, 1998. (g)(35) Text of Press Release issued by Parent on May 5, 1998. 3
FOR IMMEDIATE RELEASE CENDANT CORPORATION REPORTS PRELIMINARY FIRST QUARTER 1998 RESULTS Earnings Per Share Reach $.26: Exceeds Street Consensus Estimate Travel and Real Estate Business Segments Performing at Record First Quarter Levels STAMFORD, CT, AND PARSIPPANY, N.J., MAY 5, 1998 - Cendant Corporation (NYSE:CD) today reported preliminary first quarter 1998 earnings per share of $.26 which exceeded Wall Street analysts' consensus estimate of $.25 per share. The Company's travel and real estate business segments performed at record first quarter levels in terms of revenue and EBITDA. The results of the previously announced investigation by the Audit Committee of Cendant's Board of Directors into potential accounting irregularities in certain former CUC business units may impact these preliminary first quarter 1998 results as well as require a restatement of previously reported quarterly and annual results. Such restatement is expected to be completed during the summer of 1998. Additionally, following completion of the restatement and receipt of required shareholder and insurance regulatory approvals, Cendant expects to complete its previously announced tender offer and subsequent merger with American Bankers Insurance Group, Inc. Net income and revenue for the first quarter of 1998 were $229.5 million and $1.44 billion, respectively. First quarter 1998 EBITDA and EBITDA margins were $470.4 million and 33%. Free cash flow per share was $.27. These results represent record levels for a first quarter, even when compared to the publicly filed quarterly results which may require restatement due to previously announced potential accounting irregularities. -more- - 2 - These results have been characterized as preliminary, and comparative results for 1997 for the entire Company have not been presented. More than eighty percent of the Company's net income for the first quarter of 1998 came from Cendant business units not impacted by the potential accounting irregularities. Net income for those businesses unaffected was $189.1 million for the first quarter of 1998 compared with $91.1 million for the same period in the prior year, an increase of 108%. Revenue for those same businesses was $699.6 million compared with $520.0 million for the same period in the prior year, an increase of 35%. A separate table is attached which summarizes those businesses. Cendant further announced that it has postponed its 1998 annual meeting of stockholders, previously scheduled to be held on May 19, 1998, pending completion of restated financial statements for 1997. The Company expects to reschedule the meeting for autumn 1998. 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 worldwide. In Travel Services, Cendant is the leading franchisor of hotels and rental car agencies worldwide, the premier provider of vacation exchange services, a leading fleet management company through PHH, and the U.K.'s largest private car park operator through NPC. 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 -more- -3- Parsippany, NJ, the company has nearly 40,000 employees, operates in over 100 countries and makes more than 100 million customer contacts annually. *Certain matters discussed in the news release are forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties including, but not limited to, the outcome of the Audit Committee's investigation; uncertainty as to the Company's future profitability; the Company's ability to develop and implement operational and financial systems to manage rapidly growing operations; competition in the company's existing and potential future lines of business; the Company's ability to integrate and operate successfully acquired businesses and the risks associated with such businesses; the Company's ability to obtain financing on acceptable terms to finance the Company's growth strategy and for the Company to operate within the limitations imposed by financing arrangements; uncertainty as to the future profitability of acquired businesses; and other factors. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. *As previously announced, Cendant expects to restate its financial statements for 1997 and other periods as a result of potential accounting irregularities in certain former CUC business units. The Audit Committee of the Company's Board of Directors has -more- -4- retained Willkie, Farr & Gallagher as special legal counsel, and Willkie Farr has retained Arthur Anderson LLP to perform an independent investigation. ### Investor Contact: Media Contact: Laura P. Hamilton Elliot Bloom Sr. VP Corporate Communications VP Public Relations and Investor Relations (973) 496-8414 (203) 965-5114 - 5 - THE COMPANY'S FINANCIAL RESULTS (In millions, except per share amounts) FIRST QUARTER FINANCIAL RESULTS (1) 3 MONTHS ENDED 3/31/98 ------------- Revenues $1,436.6 Expenses 1,068.1 -------- Income Before Income Taxes and minority interest $ 368.5 Net income $ 229.5 EBITDA (2) $ 470.4 Earnings Per Share Diluted $ 0.26 Basic $ 0.27 Adjusted Earnings Per Share (3) $ 0.27 Weighted Average Common and Common Equivalent Shares Outstanding Diluted 908.5 Basic 838.7 NOTES TO FINANCIAL INFORMATION 1. The results of the previously announced investigation by the Audit Committee of Cendant's Board of Directors into potential accounting irregularities in certain former CUC business may impact preliminary first quarter 1998 results as well as require a restatement of previously reported quarterly and annual results. Such restatement is expected to be completed during the summer of 1998. 2. Earnings before interest, taxes, depreciation and amortization. 3. Adjusted earnings per share represents the cash earnings per share of the Company and computed by adding the Company's depreciation and amortization to net income available to common shareholders, less capital expenditures. This numerator is then divided by weighted average shares outstanding on a diluted basis. - 6 - CENDANT CORPORATION BUSINESS UNIT LISTING O Travel related business O Lodging O Timeshare O Car Rental O Fleet Management O Tax Free Shopping O Classified Advertising O Real estate related business O Real Estate Franchise O Relocation O Mortgage Services O New Mover O Membership related business O Individual O Entertainment O Insurance O Package - U.S. O International O Other segment O Corporate including MIS-Wizcom O Jackson Hewitt O Software O Essex (Mutual Funds) O Credit Central, Inc. - 7 - CENDANT CORPORATION 1ST QUARTER 1998 SEGMENT RESULTS SUMMARY ($ IN THOUSANDS) - ----------------------------------------------------------------------------- REVENUE EBITDA EBITDA MARGIN ------- ------ ------------- Alliance Marketing $ 520,874 $ 98,140 19% Travel 410,526 183,844 45% Real Estate 279,094 124,048 44% Other 226,113 64,332 28% ---------- ---------- ---------- Total $1,436,607 $ 470,363 33% ========== ========== ========== - 8 - CENDANT CORPORATION (EXCLUDES FORMER CUC BUSINESS UNITS) 1ST QUARTER 1998 RESULTS ($ IN THOUSANDS) - --------------------------------------------------------------------------- [Table Restubbed from above]
REVENUE EBITDA ------------------------------------ ------------------------------------------- 1998 1997 % 1998 1997 % ---- ---- - ---- ---- - TRAVEL Lodging $ 94,670 $ 89,843 5% $ 50,785 $ 43,092 18% Timeshare 106,345 93,763 13% 42,050 28,345 48% Car rental 45,049 34,495 31% 30,752 20,376 51% Fleet Management 82,745 80,795 2% 41,915 35,799 17% ------- ------- -- ------- ------- -- Total Travel 328,809 298,896 10% 165,502 127,612 30% REAL ESTATE Real Estate 84,302 55,396 52% 58,421 28,934 102% Relocation 99,653 85,245 17% 27,249 15,924 71% Mortgage 77,996 33,632 132% 37,284 14,174 163% ------- ------- -- ------- ------- -- Total Real Estate 261,951 174,273 50% 122,954 59,032 108% OTHER 108,839 46,813 132% 82,433 24,739 233% ------- ------- -- ------- ------- -- Total Excluding Former CUC Business Units $ 699,600 $ 519,983 35% $ 370,888 $ 211,383 75% ========= ========= === ========= ========= ===
NET INCOME -------------------------------------- 1998 1997 % ---- ---- - TRAVEL Lodging $ 28,679 $ 21,219 35% Timeshare 21,117 11,455 84% Car rental 16,359 9,150 79% Fleet Management 24,151 18,915 28% -------- -------- --- Total Travel 90,306 60,739 49% REAL ESTATE Real Estate 29,499 11,587 155% Relocation 15,611 8,200 90% Mortgage 22,818 7,523 203% -------- -------- --- Total Real Estate 67,928 27,310 149% OTHER 30,854 3,054 910% -------- -------- --- Total Excluding Former CUC Business Units $189,089 $ 91,102 108% ======== ======== === - 9 - CENDANT CORPORATION (EXCLUDES FORMER CUC BUSINESS UNITS) 1ST QUARTER COMPARATIVE RESULTS - EBITDA MARGIN ($ IN THOUSANDS) - -------------------------------------------------------------------------- EBITDA MARGIN --------------------- 1998 1997 ---- ---- TRAVEL Lodging 54% 48% Timeshare 40% 30% Car rental 68% 59% Fleet Management 51% 44% -- -- Total Travel 50% 43% REAL ESTATE Real Estate 69% 52% Relocation 27% 19% Mortgage 48% 42% -- -- Total Real Estate 47% 34% OTHER 76% 53% -- -- Total Excluding Former CUC Business Units 53% 41% == ==
FOR IMMEDIATE RELEASE CENDANT LOGO NEWS RELEASE CENDANT CLARIFIES FIRST QUARTER 1998 EARNINGS RELEASE STAMFORD, CT AND PARSIPPANY, NJ, MAY 5, 1998 -- Cendant Corporation (NYSE: CD) today clarified that its 1998 first quarter results announced earlier were compiled in accordance with what Cendant believes are appropriate accounting practices, and reflect the elimination of any potential historical accounting irregularities currently under investigation by the Audit Committee of Cendant's Board of Directors. 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 worldwide. In Travel Services, Cendant is the leading franchisor of hotels and rental car agencies worldwide, the premier provider of vacation exchange services, a leading fleet management company through PHH, and the U.K.'s largest private car park operator through NPC. 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 nearly 40,000 employees, operates in over 100 countries and makes more than 100 million customer contacts annually. CONTACTS: INVESTORS MEDIA Laura P. Hamilton Elliot Bloom SVP Corporate Communications VP Public Relations and Investor Relations (973) 496-8414 (203) 965-5114