-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 FSvCwLh+CJhHA+d9b2QauzQm2SNBVkbHu+pE7d2rjL28YkWHQ5EG/Ui/tsw+KeH0
 btic3GpQiVRcMskibjsdkA==

<SEC-DOCUMENT>0000950123-98-001937.txt : 19980226
<SEC-HEADER>0000950123-98-001937.hdr.sgml : 19980226
ACCESSION NUMBER:		0000950123-98-001937
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980225
SROS:			NYSE

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN BANKERS INSURANCE GROUP INC
		CENTRAL INDEX KEY:			0000350571
		STANDARD INDUSTRIAL CLASSIFICATION:	LIFE INSURANCE [6311]
		IRS NUMBER:				591985922
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A
		SEC ACT:		
		SEC FILE NUMBER:	001-13137
		FILM NUMBER:		98548601

	BUSINESS ADDRESS:	
		STREET 1:		11222 QUAIL ROOST DR
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33157
		BUSINESS PHONE:		3052532244

	MAIL ADDRESS:	
		STREET 1:		11222 QUAIL ROOST DR
		CITY:			MIAMI
		STATE:			FL
		ZIP:			33157

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN INTERNATIONAL GROUP INC
		CENTRAL INDEX KEY:			0000005272
		STANDARD INDUSTRIAL CLASSIFICATION:	FIRE, MARINE & CASUALTY INSURANCE [6331]
		IRS NUMBER:				132592361
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A

	BUSINESS ADDRESS:	
		STREET 1:		70 PINE ST
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10270
		BUSINESS PHONE:		2127707000

	MAIL ADDRESS:	
		STREET 1:		70 PINE STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10270

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN INTERNATIONAL ENTERPRISES INC
		DATE OF NAME CHANGE:	19700507
</SEC-HEADER>
<DOCUMENT>
<TYPE>DFAN14A
<SEQUENCE>1
<DESCRIPTION>AMERICAN BANKERS/AMERICAN INT'L GROUP, INC.
<TEXT>

<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 1998.
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
 
Filed by the Registrant [ ]
 
Filed by a Party other than the Registrant [X] 
                                      
Check the appropriate box:
 
<TABLE>
<S>                                             <C>
[ ]  Preliminary Proxy Statement                [ ]  Confidential, for Use of the Commission
                                                Only (as permitted by Rule 14A-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
</TABLE>
 
                     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:
 
        ------------------------------------------------------------------------
<PAGE>   2
     On February 24, 1998, American International Group, Inc. issued the
following Press Release:


                       [AIG LOGO] AMERICAN INTERNATIONAL GROUP, INC.
                                  70 Pine Street New York, NY 10270


NEWS

Contact: Joe Norton 
         Director of Public Relations 
         212/770-3144


             AIG SUPPORTS AMERICAN BANKERS' INQUIRY INTO CENDANT'S

                        FITNESS TO OWN INSURANCE COMPANY

NEW YORK, February 24, 1998 -- American International Group, Inc. (AIG) today
announced that it shares the concerns expressed by the Board of Directors of
American Bankers Insurance Group, Inc. (ABIG) "as to whether an acquisition of
American Bankers by Cendant could be prejudicial to American Bankers'
policyholders and employees, the Miami area and the State of Florida." The
concerns of the ABIG Board were set forth in a letter addressed to the Florida
Department of Insurance and sent to the Insurance Commissioners of Arizona,
Georgia, New York, South Carolina, and Texas.

     AIG is pleased that ABIG's Board of Directors has publicly expressed its
concerns about the impact a possible Cendant acquisition could have on American
Bankers and its shareholders, policyholders, employees, customers and other
constituencies. AIG looks forward to a full airing of the facts concerning these
issues at the hearings before the various state insurance regulatory
authorities.

                                    #  #  #

     AIG is the leading U.S.-based international insurance organization and
among the largest underwriters of commercial and industrial insurance in the
United States. Its member companies write property, casualty, marine, life and
financial services insurance in approximately 130 countries and jurisdictions,
and are engaged in a range of financial services businesses. American
International Group, Inc.'s common stock is listed on the New York Stock
Exchange, as well as the stock exchanges in London, Paris, Switzerland and
Tokyo.

                                    #  #  #
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
