SCHEDULE 14A INFORMATION
                              EXCHANGE ACT OF 1934
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AMERICAN BANKERS INSURANCE GROUP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) AMERICAN INTERNATIONAL GROUP, INC. - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No Fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11: (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which the transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ 2 The following advertisement appeared in the Miami Herald on February 13, 1998 and may appear in additional publications: To All Policyholders Of American Bankers Insurance Group, Inc.: - --------------------------------------------------------------- Would You Rather Have AIG Or Cendant Standing Behind Your Insurance Company? American International Group, Inc. (AIG) and American Bankers Insurance Group, Inc. have entered into a definitive merger agreement. Cendant Corporation is trying to acquire American Bankers for itself. American Bankers' policyholders should study the graphs and charts below and consider who they would prefer standing behind their company in times of need: AIG, among the largest insurance and financial services organizations in the world, or Cedant, a lodging, marketing, car rental and franchising company that has existed in its present form for less than two months. When It Comes To Financial Strength There Is No Comparison...(a)(b) Graphs and Charts: 1) Total Assets 2) Intangible Assets As A Percentage of Total Assets AIG Cendant AIG Cendant $159 Billion $15 Billion 4.4% 31.2% 3) Total Common Shareholders 4) Tangible Common Shareholders Equity Equity AIG Cendant AIG Cendant $23,867 Million $4,609 Million $16,867 Million Negative $76 Million 5) 1997 Income ($ Millions) AIG Cendant Income Before Restructuring Charges $3,332 $872 Restructuring Charge, Net of Tax 0 817(c) Net Income $3,332 $55 6) Total 1997 Property-Casualty Claims Paid & Life, Accident and Health Benefits Paid ($ Millions) AIG Cendant $12,600 $0 Cendant says what we said about them is "distorted, far-fetched and outrageous." But they are facts from Cendant's own public filings. Cendant Chairman Walter Forbes recently said, "Anybody can provide insurance." (d) We disagree. The choice is clear: AIG. The Reliable Insurance Partner For American Bankers. [AIG LOGO] WORLD LEADERS IN INSURANCE AND FINANCIAL SERVICES American International Group, Inc., Dept A. 70 Pine Street New York, NY 10270 (a)Cendant Corporation's financial information is as of September 30, 1997 and was derived from Cendant's Form 8-K dated January 29, 1998, except for income before restructuring charges, restructuring charge net of tax and net income which are for the year ended December 31, 1997 and were derived from Cendant's Fourth Quarter Earnings Release dated February 4, 1998. (b)American International Group, Inc.'s information is as of September 30, 1997, except for net income which is for the year ended December 31, 1997. (c)Includes two "one-time" charges related to the merger of CUC and HFS and the merger of HFS and PHH Corporation, net of taxes. (d)Barbara DeLollis, "Cendant turns up heat in pursuit of insurer." Miami Herald, February 4, 1998. Permission to use article was neither sought nor obtained.