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=============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 45) 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. 45 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)(51) Text of Joint Press Release issued by Parent and American Bankers on May 20, 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 20, 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)(51) Text of Joint Press Release issued by Parent and American Bankers on May 20, 1998. 3
FOR IMMEDIATE RELEASE --------------------- AMERICAN BANKERS INSURANCE GROUP AND CENDANT CORPORATION REAFFIRM TWO-STEP MERGER PROCESS MIAMI, FLORIDA, PARSIPPANY, NJ AND STAMFORD, CT, MAY 20, 1998 -- Cendant Corporation (NYSE: CD) and American Bankers Insurance Group, Inc. (NYSE: ABI) today jointly reaffirmed their intention to complete their merger, as a two-step process, as soon as possible after completion of the current financial review at Cendant. As previously disclosed, Cendant expects its newly certified financial statements to be completed this summer. Revisions to the insurance regulatory filings will then be promptly filed with the appropriate state agencies. The merger proxy statement/prospectus, for gaining American Bankers shareholders' approval, will also then be filed with the SEC. The 51% cash tender portion of the transaction will be completed following receipt of insurance regulatory approvals and continued satisfaction of the other customary conditions. The second step of the transaction is additionally subject to approval by American Bankers' shareholders. 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. American Bankers Insurance Group, Inc. (ABI) concentrates on marketing affordable, specialty insurance products and services through financial institutions, retailers and other entities offering consumer financing as a regular part of their business. ABI, through its insurance subsidiaries, operates in the United States, Canada, the Caribbean, Latin America and the United Kingdom. Media Contact: Elliot Bloom Jim Fingeroth P. Bruce Camacho Vice President Kekst and Company Executive Vice President Public Relations (212) 521-4800 American Bankers Cendant (305) 252-7060 (973) 496-8414 Investor Contact: Laura P. Hamilton Senior Vice President Corporate Communications and Investor Relations Cendant (203) 965-5114