<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 

         FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 

         FOR THE TRANSITION PERIOD FROM _________________ TO _________________


                     AMERICAN BANKERS INSURANCE GROUP, INC.
                             11222 QUAIL ROOST DRIVE
                              MIAMI, FLORIDA 33157
                                 (305) 253-2244

Commission File Number:                                            0-9633

State of Incorporation:                                            Florida

I.R.S. Employer Identification Number:                             59-1985922

Indicate, by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. YES [X]  NO [ ]

Common Stock - Par Value $1.00
43,197,036 Shares Outstanding on May 10, 1999






                                       1
<PAGE>   2


                                                                       Form 10-Q

Company or group of companies for which report is filed:

                     AMERICAN BANKERS INSURANCE GROUP, INC.

This quarterly report, filed pursuant to Rule 13A-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q.

PART I - FINANCIAL INFORMATION

      ITEM 1 - Financial Statements

      1.    Consolidated Balance Sheets at March 31, 1999 and December 31, 1998.

      2.    Consolidated Statements of Income for the three months ended 
            March 31, 1999 and 1998.

      3.    Consolidated Statements of Comprehensive Income for the three months
            ended March 31, 1999 and 1998.

      4.    Consolidated Statements of Cash Flows for the three months ended
            March 31, 1999 and 1998.

      5.    Notes to Consolidated Financial Statements.

      ITEM 2 - Management's Discussion and Analysis of Financial Condition and
      Results of Operations.

PART II - OTHER INFORMATION

      ITEM 1 - Legal Proceedings

      ITEM 4 - Submission of Matters to a Vote of Security Holders

      ITEM 6 - Exhibits and Reports

      a.   Exhibits.

           The following exhibits are included herein:

           (2.1) Asset Purchase Agreement between Beacon Printing & Graphics,
           Inc., American Bankers Insurance Group, Inc. and H&D Graphics, Inc.
           dated as of February 15, 1999.

           (27) Financial Data Schedule

      b.   Report on Form 8-K.

           Form 8-K, filed on March 10, 1999.


                                       2
<PAGE>   3

                                                                       Form 10-Q

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                              AMERICAN BANKERS
                                            INSURANCE GROUP, INC.

May 13, 1999
    Date

                                           ----------------------------
                                                  Robert Hill
                                           Principal Accounting Officer










                                       3
<PAGE>   4





                                     PART I

                              FINANCIAL INFORMATION



















                                       4

<PAGE>   5


                     AMERICAN BANKERS INSURANCE GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                                       1999               1998
                                                                                    -----------       -----------
                                                                                   (unaudited)
<S>                                                                                 <C>               <C>        
ASSETS

Investments
   Held-to-maturity securities, at amortized cost                                   $   745,291       $   775,305
   Available-for-sale securities, at fair value                                       1,260,569         1,254,876
   Equity securities, at approximate market value                                       166,092           130,437
   Mortgage loans on real estate                                                          5,525             6,969
   Policy loans                                                                           9,837             9,873
   Short-term and other investments                                                     253,817           352,764
                                                                                    -----------       -----------
              Total investments                                                       2,441,131         2,530,224
                                                                                    -----------       -----------

Cash                                                                                      9,190            12,755
Accounts receivable, net of allowance for doubtful
  accounts of $7,515 in 1999 and $7,516 in 1998                                         146,347           136,049
Reinsurance receivable                                                                  314,472           315,477
Accrued investment income                                                                32,435            30,586
Deferred policy acquisition costs                                                       475,035           482,995
Prepaid reinsurance premiums                                                            669,895           661,665
Other assets                                                                            193,143           198,756
                                                                                    -----------       -----------
              Total assets                                                          $ 4,281,648       $ 4,368,507
                                                                                    ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Policy liabilities                                                                  $   341,813       $   336,982
Unearned premiums                                                                     1,596,467         1,611,886
Claim liabilities                                                                       607,690           608,501
                                                                                    -----------       -----------
                                                                                      2,545,970         2,557,369

Other policyholders' funds                                                                8,817             5,976
Notes payable                                                                           147,740           193,753
Deferred income taxes                                                                    31,005            32,824
Accrued commissions and other expenses                                                  132,258           140,055
Other liabilities                                                                       350,337           377,648
                                                                                    -----------       -----------
              Total liabilities                                                       3,216,127         3,307,625
                                                                                    -----------       -----------
Commitments and Contingencies (Note 6)

STOCKHOLDERS' EQUITY
Preferred stock: authorized 10,000 shares
  $3.125 Series B Cumulative Convertible Preferred Stock 
  (stated at liquidation preference of $50 per share),
  issued and outstanding 1,983 shares in 1999 and 1,983 shares in 1998                   99,160            99,160
Common stock of $1 par value.  Authorized 100,000 shares;
  issued and outstanding 43,199 shares in 1999 and 43,080 shares in 1998                 43,199            43,080
Additional paid-in capital                                                              252,507           245,389
Accumulated other comprehensive income                                                   (1,450)            2,593
Retained earnings                                                                       716,866           690,726
Less:
  Treasury stock at cost - 836 shares in 1999 and 360 shares in 1998                    (34,580)          (11,876)
  Unamortized restricted stock                                                          (10,181)           (8,190)
                                                                                    -----------       -----------
              Total stockholders' equity                                              1,065,521         1,060,882
                                                                                    -----------       -----------

              Total liabilities and stockholders' equity                            $ 4,281,648       $ 4,368,507
                                                                                    ===========       ===========


</TABLE>


          See accompanying notes to consolidated financial statements.

                                        5

<PAGE>   6

                     AMERICAN BANKERS INSURANCE GROUP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                 FOR THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                   (in thousands except per common share data)
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                    1999            1998
                                                                 ---------       ---------
<S>                                                              <C>             <C>      
Gross collected premiums                                         $ 670,213       $ 697,871
                                                                 =========       =========

Premiums and other revenues:
  Net premiums earned                                            $ 356,964       $ 356,847
  Net investment income                                             39,387          35,178
  Realized investment gains                                          3,001           2,178
  Merger termination fee                                                          (100,000)
  Other income                                                      12,540           5,964
                                                                 ---------       ---------
           Total premiums and other revenues                       411,892         300,167
                                                                 ---------       ---------

Benefits and expenses:
  Net benefits, claims, losses and settlement expenses             116,264         122,938
  Commissions                                                      163,681         153,765
  Operating expense                                                 83,550          88,903
  Interest expense                                                   2,721           4,177
                                                                 ---------       ---------
           Total benefits and expenses                             366,216         369,783
                                                                 ---------       ---------

Income (loss) before taxes                                          45,676         (69,616)
                                                                 ---------       ---------

Income tax expense (benefit):
  Current                                                            9,484         (19,947)
  Deferred                                                           2,186          (6,990)
                                                                 ---------       ---------
                                                                    11,670         (26,937)
                                                                 ---------       ---------

Net income (loss)                                                $  34,006       $ (42,679)
                                                                 =========       =========



Per common share and common equivalent share data
  Basic:
    Net income (loss)                                            $    0.77       $   (1.06)
                                                                 =========       =========
    Weighted average number of shares outstanding                   42,400          41,959
                                                                 =========       =========

  Diluted:
    Net income                                                   $    0.73       $     N/A
                                                                 =========       =========

    Weighted average number of shares outstanding                   46,708          46,940
                                                                 =========       =========

Dividends per common share                                       $    0.12       $    0.11
                                                                 =========       =========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                        6


<PAGE>   7

                     AMERICAN BANKERS INSURANCE GROUP, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 FOR THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (in thousands)
                                   (unaudited)



<TABLE>
<CAPTION>
                                                                                            1999           1998
                                                                                          --------       --------

<S>                                                                                       <C>            <C>      
Net income (loss)                                                                         $ 34,006       $(42,679)
                                                                                          --------       --------

Other comprehensive income, net of tax:

       Foreign currency translation adjustments                                                880           (395)

       Unrealized gains on securities:
         Unrealized holding (losses) gains arising during  period                           (2,535)         9,305
         Reclassification adjustment for gains on securities available for sale
           included in net income                                                           (2,388)          (231)
                                                                                          --------       --------
Other comprehensive (loss) income                                                           (4,043)         8,679
                                                                                          --------       --------

Comprehensive income (loss)                                                               $ 29,963       $(34,000)
                                                                                          ========       ========


</TABLE>














          See accompanying notes to consolidated financial statements.


                                        7




<PAGE>   8

                     AMERICAN BANKERS INSURANCE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                         1999            1998
                                                                                      ---------       ---------
<S>                                                                                   <C>             <C>       
Operating activities:
Net income (loss)                                                                     $  34,006       $ (42,679)
Adjustments to reconcile net income to net cash provided
  by operating activities:
     Change in policy liabilities, unearned premiums, claim
       liabilities, reinsurance receivable and prepaid reinsurance premiums             (19,603)         (1,030)
     Change in other assets and other liabilities                                       (24,411)        (48,878)
     (Increase) decrease in accounts receivable                                         (10,298)         21,173
     Increase in accrued investment income                                               (1,849)         (1,187)
     Decrease in accrued commissions and expenses                                        (7,797)         (9,397)
     Increase in policyholders' funds                                                     2,841             277
     Decrease (increase) in policy loans                                                     36            (207)
     Amortization of deferred policy acquisition costs                                  126,986         153,453
     Amortization of cost of insurance acquired                                             264             309
     Policy acquisition costs deferred                                                 (119,025)       (152,117)
     Provision for amortization and depreciation                                          4,031           3,015
     Provision for deferred income taxes                                                  2,186          (6,990)
     Net gain on sale of investments                                                     (3,001)         (2,178)
     Compensation and tax effect on stock option shares                                   2,347           5,940
                                                                                      ---------       ---------
     Net cash used in operating activities                                              (13,287)        (80,496)
                                                                                      ---------       ---------

Investing activities:
Purchase of investments
     Held-to-maturity securities                                                         (3,724)         (5,325)
     Available-for-sale securities                                                     (183,325)       (172,819)
Proceeds from sale of investments
     Available-for-sale securities                                                       64,945          92,993
     Mortgage loans                                                                       1,708             201
     Real Estate                                                                          1,629               1
Proceeds from maturities of investments
     Held-to-maturity securities                                                         36,812          28,126
     Available-for-sale securities                                                       69,687          28,665
Decrease (increase) in short-term investments                                            98,909         (11,399)
Transactions related to capital assets
     Capital expenditures                                                                (3,330)         (1,806)
     Sales of capital assets                                                                 91              29
                                                                                      ---------       ---------
     Net cash provided by (used in) investing activities                                 83,402         (41,334)
                                                                                      ---------       ---------
Financing activities:
Proceeds from issuance of debt                                                                          107,765
Repayment of debt                                                                       (46,013)
Dividends paid to shareholders                                                           (7,812)         (6,457)
Proceeds from issuance of stock                                                           2,847             277
Purchase of treasury stock                                                              (22,703)
                                                                                      ---------       ---------
     Net cash (used in) provided by financing activities                                (73,681)        101,585
                                                                                      ---------       ---------

Net decrease in cash                                                                     (3,566)        (20,245)
Cash at beginning of period                                                              12,755          23,265
Rate change effect on cash flow                                                               1              18
                                                                                      ---------       ---------
Cash at end of period                                                                 $   9,190       $   3,038
                                                                                      =========       =========

Supplemental disclosures of cash flow information

  Cash paid during the period for:
    Interest                                                                          $   1,028       $   2,751
    Income taxes                                                                      $  42,500       $   3,003


</TABLE>

          See accompanying notes to consolidated financial statements.

                                        8





<PAGE>   9



                     AMERICAN BANKERS INSURANCE GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999
                                   (UNAUDITED)


(1)  FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the period ended March
31, 1999 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1999. These statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1998. 
Certain items have been reclassed to conform with 1999 presentation.

(2) POTENTIAL CHANGE OF CONTROL OF THE COMPANY

On March 5, 1999, the Company entered into an agreement pursuant to which
Fortis, Inc. ("Fortis") will acquire the Company through a merger. The Company,
Fortis and Greenland Acquisition Corp, a wholly owned subsidiary of Fortis,
entered into an Agreement and Plan of Merger (the "Fortis Merger Agreement")
which provides that, subject to satisfaction of specified terms and conditions,
including regulatory and common stockholder approval, Greenland will merge with
and into the Company. The Company will be the surviving corporation in the
Merger and will become a wholly owned subsidiary of Fortis. If the merger is
consummated, holders of the Company's common stock will receive $55.00 in cash
for each share of common stock. Holders of the Company's preferred stock will
receive $109.857 in cash for each share of preferred stock unless the merger is
not approved by the holders of at least 2/3 of the shares of preferred stock
voting as a class or if Fortis reasonably determines that such a vote is not
likely to be obtained. In such case, the preferred stock will continue to remain
outstanding after the merger, pursuant to the terms and conditions as are in
effect on March 5, 1999, except that the preferred stock will be convertible as
provided in the Company's Articles of Incorporation. The Company also executed a
Stock Option Agreement granting Fortis the right to purchase up to 8,406,559
shares of common stock upon the occurrence of certain events at $55 per share.
If the merger is not consummated, the total amount that Fortis may receive under
the Stock Option Agreement and the Fortis Merger Agreement is limited to $100
million plus expenses. In addition, certain stockholders have entered into a
voting agreement with Fortis pursuant to which they have generally agreed to
vote their shares in favor of the Fortis Merger Agreement and the merger.

The merger is subject to approval by regulatory authorities and the Company's
shareholders which are expected to be obtained by the end of the third quarter
of 1999. Upon merger closing, the Company will recognize certain expenses
associated with the accelerated vesting of benefits under several compensation
plans, including employee stock options and restricted stock. The Company
estimates that the pre-tax charge related to the acceleration of such benefits
will be approximately $7.4 million.

Certain officers of the Company have severance agreements which entitle them to
receive specified payments under certain circumstances following a change in
control. Upon merger closing, the maximum amount that the Company could incur
pursuant to such severance agreements is approximately $23.6 million, pre-tax.

(3)  ADOPTION OF NEW FASB STATEMENTS

      In 1998, the Company adopted FASB Statement 131, "Disclosures about
Segments of an Enterprise and Related Information." FASB Statement 131
supersedes FASB Statement 14, "Financial Reporting for Segments of a Business
Enterprise," replacing the "industry segment" approach with the "management"
approach. The management approach designates the internal organization that is
used by management for making operating decisions and assessing performance as
the source of the Company's reportable segments. FASB Statement 131 also
requires disclosures about products and services, geographic areas, and major
customers. The adoption of FASB Statement 131 did not affect results of
operations or financial position of the Company but did affect the disclosure of
segment information. The Company has restated all previously reported segment
information to conform to the new presentation. The provisions of FASB Statement
131 were adopted for quarterly reporting in March of 1999.



                                       9
<PAGE>   10


(4)  COMPREHENSIVE INCOME

Related tax effects are allocated to each component of other comprehensive 
income as follows:

<TABLE>
<CAPTION>
                                                                   (in thousands)
                                                                 1999          1998
                                                              --------       --------
<S>                                                           <C>            <C>      
Foreign currency translation adjustments

Before tax amount                                             $    647       $   (552)
Tax benefit                                                        233            157
                                                              --------       --------
Net of tax amount                                                  880           (395)
                                                              --------       --------
Unrealized gains on securities:
   Unrealized holding (losses) gains arising during period
     Before tax amount                                          (3,859)        13,361
     Tax benefit or (expense)                                    1,324         (4,056)
                                                              --------       --------
     Net of tax amount                                          (2,535)         9,305
                                                              --------       --------
Reclassification adjustment for gains on securities
  available for sale included in net income

     Before tax amount                                          (3,673)          (355)
     Tax expense                                                 1,285            124
                                                              --------       --------
     Net of tax amount                                          (2,388)          (231)
                                                              --------       --------
Net unrealized gains/losses

Before tax amount                                               (7,532)        13,006
Tax benefit or (expense)                                         2,609         (3,932)
                                                              --------       --------
Net of tax amount                                               (4,923)         9,074
                                                              --------       --------
Other comprehensive (loss) income, net of tax                 $ (4,043)      $  8,679
                                                              ========       ========


</TABLE>

Accumulated Other Comprehensive Income Balances at March 31, 1999:

                                                             Accumulated
                                 Foreign      Unrealized       Other
                                Currency    Gains/(Losses)  Comprehensive
                                  Items      on Securities     Income
                                --------       --------       --------

Beginning balance               $(14,339)      $ 16,932       $  2,593
Current-period change                880         (4,923)        (4,043)
                                --------       --------       --------
Ending balance                  $(13,459)      $ 12,009       $ (1,450)
                                ========       ========       ========






                                       10
<PAGE>   11



(5)   REINSURANCE

The Company accounts for reinsurance contracts under FASB Statement 113. The
Company recognizes the income on reinsurance contracts principally on a pro-rata
basis over the life of the policies covered under the reinsurance agreements.
Reinsurance Recoverables on Unpaid Losses are included as an asset in the
Balance Sheet under the caption "Reinsurance Receivable." Ceded Unearned
Premiums are included as an asset in the Balance Sheet under the caption
"Prepaid Reinsurance Premiums."

The effect of reinsurance on premiums earned is as follows for the three months
ended March 31, 1999 and 1998:

                                     (in thousands)
                                   Three Months Ended
                             March 31, 1999  March 31, 1998
                               ---------       ---------

Direct premiums                $ 653,892       $ 634,671
Reinsurance assumed               31,409          37,038
Reinsurance ceded               (328,337)       (314,862)
                               ---------       ---------
Net premiums earned            $ 356,964       $ 356,847
                               =========       =========

(6)   COMMITMENTS AND CONTINGENCIES

For a comprehensive description of the Company's litigation, see Item III of the
Company's 1998 Form 10-K.

Certain of ABIG's subsidiaries, including the Company, are presently parties to
a number of individual consumer and class action lawsuits pending in Alabama
involving premium, rate, marketing, sales practices, disclosure, and policy
coverage issues. While a number of similar suits have been filed in other
jurisdictions, the insurance and finance industries have been targeted in
Alabama by plaintiffs' lawyers who enjoy a favorable judicial climate. The
Company typically has been named as a co-defendant with one or several retailer
or finance companies who have sold the Company's product to a consumer. Other
insurers are also joined as co-defendants in some of the suits. Although the
Alabama lawsuits and similar suits pending in Mississippi and other
jurisdictions generally involve relatively small amounts of actual or
compensatory damages, they typically assert claims requesting substantial
punitive awards or purport to represent a large class of policyholders.

Two classes have recently been certified against the Company: one class
involving collateral protection insurance sold by American Bankers Insurance
Company of Florida in the state of Tennessee after March 1990 to customers of
Mercury Finance of Tennessee, Inc., and a second class involving holders of
credit card insurance in the United States after March 1990 who had claims
denied based upon eligibility restrictions nor conspicuosly displayed on the
solicitation materials. The Company and its affiliates intend to appeal these
determinations and have been advised by counsel that they have meritorious
defenses.

While none of the Company's remaining cases are necessarily significant in terms
of financial risk to the Company, the judicial climate in certain jurisdictions
is such that the outcome of these cases is extremely unpredictable. Moreover,
class action lawsuits to which the Company is a party do not lend themselves to
potential damage calculation. There are still a number of cases pending, and it
is expected that more suits alleging essentially the same causes of action are
likely to continue to be filed during 1999. The Company denies any wrongdoing in
any of these suits and believes that it has not engaged in any conduct that
would warrant an award of punitive damages or that the class allegations have
merit. The Company has been advised by legal counsel that it has meritorious
defenses to all claims being asserted against it. The Company believes, based on
information currently available, that any liabilities that could result are not
expected to have a material effect on the Company's financial position, results
of operations, or cash flows.





                                       11
<PAGE>   12

In late January and early February 1998, Cendant Corporation ("Cendant")
commenced litigation (the "Cendant Florida Litigation") in the United States
District Court for the Southern District of Florida, Miami Division, against the
Company, members of the Company's Board, American International Group, Inc.
("AIG") and a wholly owned subsidiary of AIG, challenging the validity of
certain provisions in the merger agreement the Company originally entered into
with AIG on December 21, 1997, which agreement was amended in January 1998 and
again at the end of February 1998 ("AIG Merger Agreement"), with respect to
acquisition proposals by third parties. Cendant's complaint in the Cendant
Florida Litigation also challenged the terms of the stock option agreement
between the Company and AIG. Pursuant to the terms of a settlement agreement
providing for the termination of the AIG Merger Agreement and the payment to AIG
by the Company of $100 million and by Cendant of $10 million (the "Settlement
Agreement"), Cendant has taken the necessary actions to cause the dismissal of
all claims asserted in the Cendant Florida Litigation against all defendants,
including the Company and members of the Company's Board. Also pursuant to the
terms of the Settlement Agreement, AIG has taken the necessary actions to cause
the dismissal of claims against Cendant alleging violations of the federal
securities laws in connection with Cendant's bid to acquire the Company.

In late January and early February 1998, five putative class actions on behalf
of American Bankers' shareholders were filed in United States District Court for
the Southern District of Florida alleging causes of action arising out of the
then proposed merger with AIG and agreeing to pay and paying the $100 million
termination fee prior to the closing of the proposed acquisition by Cendant. The
District Court Judge ordered that these cases be consolidated and that the
plaintiffs file a consolidated complaint (the "Complaint"). That Complaint was
filed in May 1998 alleging claims against the Company, all directors, except for
Messrs. Kemp and Allen, and AIG. The Complaint alleges that directors of the
Company breached their fiduciary duties and violated their duty to act with due
care and in a disinterested manner and to maximize shareholder value by entering
into the AIG Merger Agreement and agreeing to pay the $100 million termination
fee. The Complaint also alleges that the Company and AIG violated Section 14(a)
and 14(e) of the Exchange Act by making materially false and misleading
statements in the proxy statement, as amended, for the AIG Merger Agreement. The
Complaint seeks an order requiring the directors to carry out their fiduciary
duties to the plaintiffs and other class members, damages suffered by the
results of the alleged acts, an order declaring null and void the $100 million
termination fee, an order requiring defendants to make full disclosure of all
material information, and an award of plaintiff's cost and disbursements,
including plaintiff's attorney's fees. The Company and directors filed an answer
on or about June 16, 1998. Thereafter, the Company and Cendant entered into
termination arrangements under which the Company was paid $400 million. The
Company and its directors believe that the claims asserted in these actions are
totally without merit, particularly in light of the termination of the Cendant
Merger Agreement and payment by Cendant of $400 million, and intend to continue
vigorously contest them.

The Company, in the normal course, is subject to regulatory reviews and market
conduct examinations from each of the states in which it conducts business.
During 1998, a multi-state market conduct review was initiated under the
auspices of the NAIC by several states. On November 23, 1998, the Company
entered into a Consent Order and comprehensive Compliance Plan with 39
participating states relating to compliance with the disparate state insurance
laws, regulations and administrative interpretations which have been difficult
to apply to the marketing of the Company's credit related insurance products
through financial institutions, retailers and other entities offering consumer
financing as a regular part of their business. The Company and participating
state regulators have pledged to cooperate in rationalizing existing insurance
laws and regulations to the marketing and administration of credit-related
insurance products on a more comprehensive and uniform basis. As a part of the
adoption of the Compliance Plan, the Company agreed in a Consent Order to pay
$12 million to the participating states, and through implementation of the
Compliance Plan, to provide restitution to insureds, if instances of excess
premiums or less than appropriate claims payments were discovered in that
process. No accrual has been made for any possible restitution since an estimate
of any possible restitution is not known. Since November 1998, four additional
states have executed Addenda joining in the multi-state Consent Order. The
Company also agreed to a multi-state market conduct examination commencing in
November 1999 for review of the Company's implementation of the Compliance Plan,
and to a payment of $3 million to participating states if the Compliance Plan is
not fully implemented by that time. The Company took a charge against earnings
for $15 million during the fourth quarter of 1998. As of the first quarter of
1999, the Company has paid $12 million to the participating states.

The Company is involved with a number of cases in the ordinary course of
business relating to insurance matters, or more infrequently, certain corporate
matters. Generally, the Company's liability is limited to specific amounts
relating to insurance or policy coverage for which provision has been made in
the financial statements. Other cases involve general corporate matters which
generally do not represent significant contingencies for the Company.




                                       12
<PAGE>   13

(7) LIABILITES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

The Company's U.K. subsidiary participated in certain personal accident programs
from other insurance companies during 1994 to 1997. The Company ceased writing
this reinsurance in 1997; however, certain risk may continue beyond 1997 due to
the nature of the reinsurance contracts written. The Company has retroceded the
majority of its personal accident liability to other insurance companies. On a
gross basis, the personal accident loss ratios are substantially higher than
that expected at the time the programs were written. However, due to the nature
of the Company's retrocessional coverage, net losses on these programs have not
been material to the Company's operating results. At March 31, 1999, the Company
had gross payables of $15.5 million, ceded recoverable of $17.7 million, gross
reserves of $46.4 million and ceded receivable of $38.3 million relating to the
personal accident business. The Company is currently actively investigating the
cause for the significant increase in the personal accident gross loss ratio.
The outcome of that investigation is currently uncertain but may result in the
Company taking legal or other action against its brokers, reinsurers or others.
The Company is currently involved in arbitration over payment of certain claims
with one of the cedants, and several of the Company's retrocessioners have
delayed payment pending further review. The March 31, 1999 loss reserves and
resinsurance recoverable are based on various estimates that are subject to
considerable uncertainty. However, it is management's opinion that due to the
direct relationship of the business written to the Company's reinsurance
coverage that future development on these programs will not have a material
adverse effect on the Company's financial condition, results of operations or
cash flows.
















                                       13
<PAGE>   14

(8) SEGMENT INFORMATION

In 1998, the Company adopted FASB Statement 131, "Disclosures about Segments of
an Enterprise and Related Information." The prior years' segment information has
been restated to present the Company's reportable segments, Financial Markets,
Personal Lines Markets and Other.

The accounting policies of the segments are the same as those described in the
"Summary of Significant Accounting Policies." Segment data includes allocated
overhead costs to each of the operating segments. Asset information by
reportable segment is not reported. The Company does not produce such
information internally as it reviews its assets and liabilities at the
individual affiliated company level.

The Company is organized primarily on the basis of its distribution channels.
There are ten separate markets, six of the markets are aggregated into the
"Financial Markets." Two are combined to form the "Personal Lines." The
Financial Markets' products, consisting primarily of credit-related insurance,
are sold through retailers, financial institutions, manufactured housing, travel
trailer and equipment manufacturers, dealers and lenders, and utility companies.
The Personal Lines' business, consisting of non credit-related products and
services, is sold primarily through independent agents. All other business has
been included in "Other." "Other" includes principally foreign subsidiaries,
except Canada and corporate activity. The Company's business is generally not
concentrated, and no single customer accounted for 10% or more of the Company's
consolidated gross collected premiums in 1999 or 1998.

Gross collected premiums, net premiums earned and income (loss) before federal
income taxes are summarized as follows:

                                                        (in thousands)
                                                      Three Months Ended
                                                          March 31,
                                                 -------------------------
                                                    1999            1998
                                                 ---------       ---------

GROSS COLLECTED PREMIUMS:

Financial markets                                $ 571,598       $ 592,042
Personal lines                                      80,067          76,820
Other                                               18,548          29,009
                                                 ---------       ---------
     Total                                       $ 670,213       $ 697,871
                                                 =========       =========

NET PREMIUMS EARNED:

Financial markets                                $ 299,262       $ 303,519
Personal lines                                      48,976          49,540
Other                                                8,726           3,788
                                                 ---------       ---------
     Total                                       $ 356,964       $ 356,847
                                                 =========       =========

INCOME (LOSS) BEFORE INTEREST AND INCOME TAXES:

Financial markets                                $  27,716       $  27,344
Personal lines                                       6,290           6,160
Other                                         (1)   14,391    (2)  (98,943)
                                                 ---------       ---------
                                                    48,397         (65,439)
Interest expense                                     2,721           4,177
                                                 ---------       ---------
      Total income (loss) before income taxes    $  45,676       $ (69,616)
                                                 =========       =========

(1)   Includes $4.3 million pre-tax income from the sale of assets and
      liabilities of one of the Company's smaller non-insurance subsidiaries.
(2)   Includes $100 million merger termination fee paid to AIG and $9.3 million
      in merger-related expenses. 




                                       14
<PAGE>   15

(9) ACCOUNTING FOR INVESTMENTS

The Company accounts for its investments according to the Financial Accounting
Standards Board's Statement 115 "Accounting for Certain Investments in Debt and
Equity Securities."

This Statement addresses the accounting and reporting for investments in equity
securities that have readily determinable fair values and for all investments in
debt securities. Those investments are to be classified in three categories and
accounted for as follows:

HELD-TO-MATURITY - Securities for which the enterprise has the positive intent
and ability to hold to maturity. These securities are carried at amortized cost.

AVAILABLE-FOR-SALE - Securities not classified as trading or held-to-maturity.
These securities are carried at market value with the unrealized holding gain or
loss reported as a separate component of equity, net of the income tax effect.

TRADING SECURITIES - Securities that are bought and held principally for the
purpose of selling them in the near term. These securities are carried at market
value with the unrealized holding gain or loss included in earnings.

The detail of Cost and Statement Value for the Fixed Maturities and Equity
Securities held at March 31, 1999 is as follows:

                                                     (in thousands)
                                               Amortised        Market
                                                  Cost           Value
                                              ----------      ----------
FIXED MATURITIES

Held-to-Maturity Securities                   $  745,291      $  759,809
Available-for-Sale Securities                  1,253,321       1,260,569
                                              ----------      ----------
  Total Fixed Maturities                      $1,998,612      $2,020,378
                                              ==========      ==========

Net unrealized gain on available-                             $    7,248
  for-sale securities                                         ==========

                                                                 Market
                                                 Cost            Value
                                              ----------      ----------
EQUITY SECURITIES

Available-for-Sale Securities                    156,105         166,092
                                              ----------      ----------
  Total Equity Securities                     $  156,105      $  166,092
                                              ==========      ==========

Net unrealized gain on available-                             $    9,987
  for-sale securities                                         ==========


An analysis of the realized gains and losses of the Company for the three months
ended March 31, 1999, is as follows:

<TABLE>
<CAPTION>
                                                                    (in thousands)

<S>                                                                    <C>    
Gross realized gains from sales of Available-for-Sale Securities       $ 6,534
Gross realized losses from sales of Available-for-Sale Securities       (3,282)
                                                                       -------
Net realized gain from investment activity                               3,252
Net realized loss from other investment activity                          (251)
                                                                       -------
Total realized gain                                                    $ 3,001
                                                                       =======

</TABLE>

The Company uses the specific identification method to determine cost for
computing the realized gains and losses.





                                       15
<PAGE>   16


(10) EARNINGS PER SHARE

The Company reports earnings per share according to the Financial Accounting
Standards Board's Statement 128 "Earnings per Share", which specifies the
computation, presentation, and disclosure requirements for earnings per share.
The following is the required reconciliation of the numerator and denominator of
the basic EPS computation to the numerator and denominator of the diluted EPS
computation.

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED
                                                                 MARCH 31,
                                                          ---------------------- 
                                                             1999         1998
                                                          --------      -------- 
<S>                                                       <C>           <C>      
BASIC EPS:

Net income (loss)                                         $ 34,006      $(42,679)
Less convertible preferred stock dividends                   1,550         1,797
                                                          --------      -------- 
Income (loss) available to common stockholders            $ 32,456      $(44,476)
                                                          ========      ======== 

Weighted average shares outstanding                         42,400        41,959
                                                          ========      ======== 

Net income (loss) - per share                             $   0.77      $  (1.06)
                                                          ========      ======== 

DILUTED EPS:

Income (loss) available to common stockholders            $ 32,456      $(44,476)
Convertible preferred stock dividends                        1,550         1,797
Convertible debentures interest                                  0           (15)
                                                          --------      -------- 
Income available to common stockholders plus
assumed conversions                                       $ 34,006      $    N/A
                                                          ========      ======== 

Weighted average shares outstanding-Basic EPS               42,400        41,959
Common stock options                                           347           785
Convertible preferred stock                                  3,961         4,196
Convertible debentures 
                                                          --------      -------- 
Weighted average shares outstanding-Diluted EPS             46,708        46,940
                                                          ========      ======== 

Net income - per share                                    $   0.73      $    N/A
                                                          ========      ======== 
</TABLE>


                                       16
<PAGE>   17
                     AMERICAN BANKERS INSURANCE GROUP, INC.
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Gross collected premiums were $670.2 million for the three months ended March
31, 1999 compared to $697.9 million for the same period of 1998. This represents
a decrease of 4%. 

During the three months ended March 31, 1999, total premiums and other revenues
were $ 411.9 million, an increase of $11.7 million over total premiums and other
revenues of $400.2 million for the same period in 1998, excluding the merger
termination fee. Including the merger termination fee, the Company reported
total premiums and other revenues of $300.2 million in the first quarter of
1998. Investment income increased by $4.2 million and realized gains increased
by $.8 million for the first quarter of 1999 as compared to the same period of
1998. Other income for the first quarter of 1999 includes $4.3 million from the
sale of assets and liabilities of one of the Company's smaller non-insurance
subsidiaries.

The benefits and claims ratio improved to 33% for the three months ended March
31, 1999 compared to 34% for the same period of 1998. However, this improvement
was offset by an increase in the commission ratio from 43% for the three months
ended March 31, 1998, to 46% for the same period in 1999.

Net income for the first quarter of 1999 was $34 million which includes $2.8
from the sale of assets and liabilities of one of the Company's subsidiaries.
This compares with net income of $29.4 million for the same period in 1998,
excluding the merger termination fee and other merger related expenses.
Including the merger termination fee and other merger related expenses, the
Company reported a net loss in the first of quarter of 1998 of $(42.7) million.

FINANCIAL CONDITION

Stockholders' Equity increased $5 million from $1.061 billion at December 31,
1998, to $1.066 billion at March 31, 1999. The primary cause for the increase
was net income of $34 million which was offset by $22.7 million of treasury
stock purchased during the quarter.

LIQUIDITY AND CAPITAL RESOURCES

On March 31, 1999, $2.4 billion of securities, short-term investments and cash
comprised 57% of the Company's total assets. The securities were principally
readily marketable and did not include any significant concentration in private
placements.

The Fortis Merger Agreement requires the Company, under certain circumstances,
to pay Fortis a fee of $100 million, if the Merger is not consummated. If such
payments were required, the Company would obtain such funds from available
credit facilities and/or operating cash flows.

The Company does not hold significant investments in equity securities;
consequently, market changes in the equity securities markets do not
significantly affect the investment portfolio.

Prior to the closing of the pending merger with Fortis, the Company expects to
continue its policy of paying regular cash dividends; however, future dividends
are dependent on the Company's future earnings, capital requirements and
financial condition. In addition, the payment of dividends is subject to the
restrictions, and conditions described in the Company's Annual Report on Form
10-K for the year ended December 31, 1998.






                                       17
<PAGE>   18

YEAR 2000

The Year 2000 project at ABIG was developed in early 1997 to position the
Company to complete the renovation and upgrades of all mission critical
information systems by the end of 1998. The project involves the entire
enterprise and its major accounts and vendors. It has four phases, Awareness,
Assessment, Remediation, and Validation. At the end of 1998, Validation testing
was essentially complete for all ABIG's core insurance processing and accounting
systems.

In early 1997, a Corporate project team was created and included Executive
Management. At this point the Company began its Awareness phase.

In the Assessment phase, ABIG inventoried all computer hardware and software.
All specific systems that required modification or replacement were assessed to
determine the steps necessary to remediate the Year 2000 issue. The Assessment
phase was completed during the fourth quarter of 1997.

The Remediation phase began in 1997. Remediation efforts on all core insurance
and accounting information processing systems have been completed and the
systems returned to production.

In 1997, ABIG designed and configured isolated testing labs for both mainframe
and network client server technologies. The technology infrastructure, such as
operating systems, third party software, wiring, and network hardware, were all
upgraded to Year 2000 compliant releases before being used for lab testing. The
labs provide the ability to perform validation testing for systems using various
future Year 2000 date/time scenarios.

The Validation testing phase started in 1998. Validation testing is a joint
effort by the Information Systems Department and senior analysts from each
business area. Testing procedures were documented using guidelines developed by
the ABIG Internal Audit Group. These procedures are used throughout the testing
by senior analysts and will continue until all systems are tested. The
Validation testing phase is expected to be completed during the first half of
1999.

The entire project reports to an Executive Steering Committee and is being
monitored by the Internal Audit Group. The Internal Audit Group reports the
progress of the Company's Year 2000 project to the Board of Directors.

In 1999, the Year 2000 compliance effort at ABIG will be limited to the
following:

      o     Completion of all systems Validation testing in the Year 2000 labs.
      o     Auditing and testing of our remote accounts.
      o     PC/Server hardware and software upgrades and replacements.

Non-information technology systems such as those pertaining to the operations of
the building have been evaluated using the same four phases described above.
Currently, the Company is in the Validation testing phase. The Company expects
that all non-information systems should be compliant by mid 1999.

In early 1997, ABIG completed an impact analysis of all major third party
vendors to determine their Year 2000 compliance. Every software and hardware
vendor was contacted and plans were executed to upgrade to the vendor's Year
2000 ready release. A few vendor software upgrades remain to be tested. During
the first half of 1999, these products will be subject to the Validation testing
described above.

ABIG surveyed its network of corporate clients and other third parties regarding
their Year 2000 readiness in our Assessment phase. The majority have responded
to the surveys and have represented that they expect to be compliant by the Year
2000. Our Validation phase includes plans to audit the readiness of our major
corporate clients and to test electronic interface data in 1999. The Company
will continue to monitor their progress and work with them as required.

While the Company is not presently aware of any significant exposure, there can
be no guarantee that the systems of ABIG's corporate clients and other third
parties will be converted in a timely manner, or that a failure to properly
convert by another company would not have a material adverse effect on the
Company. In the event the Company, clients or other third parties fail to be
converted in a timely manner, the Company intends to implement the necessary
portions of its disaster recovery plan. The Company as part of its overall
business operation, has developed a disaster recovery plan which includes
electronic as well as non-electronic processes. Additional internal resources
will be focused to address 




                                       18
<PAGE>   19

each failure on a case-by-case basis. The recovery steps necessary will vary
considerably depending on the nature of the Year 2000 issue being addressed.

The worst case scenario would be where the Company's systems do not operate as
expected and/or major clients and major service providers fail to achieve their
Year 2000 compliance. Consequently, no assurance can be given that Year 2000
compliance can be achieved without costs that might affect future financial
results or cause reported financial information to not be necessarily indicative
of future operating results or future financial condition.

Through March 31, 1999, the Company has expensed approximately $8.5 million and
estimates another $2.4 million to substantially complete the project.

REGULATIONS

ABIG's insurance subsidiaries, like other insurance companies, are subject to
regulation and supervision in the jurisdictions in which they are authorized to
engage in business. Such regulations vary from state to state, but generally
relate to standards of solvency, pricing, licensing, investment restrictions,
insurance policy forms approval, computation of reserves, assessments and
financial reporting.

As in the case of other types of insurance, state regulators, directly and
through the NAIC, have begun a greater focus on the regulatory, licensing and
disclosure issues related to market conduct of credit insurers, including the
Company. In May 1998, following market conduct examinations by several states,
the Company received notice from the Kentucky Commissioner of Insurance that a
larger group of states (the "participating states") intended to conduct a
multi-state market conduct examination. The participating states also invited
the Company to pursue a compromise resolution under which the Company would
voluntarily address certain areas of concern through implementation of a
Compliance Plan agreeable to the states. In light of the significant costs of a
multi-state examination, as well as the potential exposure for monetary
sanctions, the Company chose to voluntarily negotiate a Compliance Plan. On
November 23, 1998, the Company entered into a Consent Order and comprehensive
Compliance Plan with 39 participating states relating to compliance with the
disparate state insurance laws, regulations and administrative interpretations
relating to credit-related insurance products. As a part of the adoption of the
Compliance Plan, the Company agreed in a Consent Order to pay $12 million to
those participating states, and through implementation of the Compliance Plan,
to provide restitution to insureds, if instances of excess premiums or less than
appropriate claims payments were discovered in that process. Since November 1998
four additional states have executed Addenda joining in the multi-state Consent
Order. The Company also agreed to a multi-state market conduct examination
commencing on or after November 23, 1999 for review of the Company's
implementation of the Compliance Plan, and to a payment of $3 million to
participating states if the Compliance Plan is not fully implemented by that
time. The Company is taking steps to implement the Compliance Plan by November
23, 1999, but there can be no assurance that the Company will fully implement
the Compliance Plan by that date.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - SAFE HARBOR CAUTIONARY
STATEMENT

Except for the historical information contained herein, certain of the matters
discussed in this quarterly report are "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995, which involve certain
risks and uncertainties, including but not limited to, changes in general
economic conditions, interest rates, consumer confidence, competition,
environmental factors, and governmental regulations affecting the Company's
operations. See the Company's Annual Report Form on 10-K for the year ended
December 31, 1998, for a further discussion of these and other risks and
uncertainties applicable to the Company's business.





                                       19
<PAGE>   20







                                     PART II

                                OTHER INFORMATION

























                                       20
<PAGE>   21




ITEM 1 - LEGAL PROCEEDINGS

Commitments and Contingencies information which appears on page 11 elsewhere in
this report is incorporated by reference in this item. Additional information
regarding litigation can be found in the Company's 1998 Annual Report on Form
10-K.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 6(a) - EXHIBITS

(2.1) Asset Purchase Agreement between Beacon Printing & Graphics, Inc.,
      American Bankers Insurance Group, Inc. and H&D Graphics, Inc. dated as of
      February 15, 1999.

(27)  Financial Data Schedule (for SEC use only)

ITEM 6(b) - REPORTS ON FORM 8-K       

Form 8-K, filed on March 10, 1999.













                                       21