<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-K/A

(X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 (NO FEE REQUIRED)

                  For the fiscal year ended December 31, 1998

( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
            For the transition period from __________ to __________

                         Commission File Number 0-9633

                     AMERICAN BANKERS INSURANCE GROUP, INC.
             (Exact name of registrant as specified in its charter)

               Florida                                        59-1985922
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                        Identification No.)

                    11222 Quail Roost Drive, Miami, Fl 33157
                    (Address of principal executive offices)

Registrant's telephone number, including area code:  (305) 253-2244

Securities registered pursuant to Section 12(b) of the act:

<TABLE>
<CAPTION>

           Title of Class                                      Name of each exchange on which registered
           --------------                                      -----------------------------------------
<S>                                                                  <C>
Common Stock, $1 Par Value                                           New York Stock Exchange, Inc.
$3.125 Series B Cumulative Convertible                               New York Stock Exchange, Inc.
Preferred Stock, $50 Liquidation Preference
</TABLE>

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 periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES  X  NO 
                                             ----   ----

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

The aggregate market value on March 19, 1999, of the voting Common Stock held
by non-affiliates of the registrant was approximately $2,100,000,000. Shares of
Common Stock held by executive officers and directors who individually own 5%
or more of the outstanding Common Stock have been excluded in that such persons
may be deemed to be affiliates; however, this determination of affiliate status
is not necessarily determinative for other purposes.

There were approximately 43,200,000 shares outstanding of the Registrant's
Common Stock, $1 par value, as of march 19, 1999.

                      DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of Registrant's Proxy Statement for the annual shareholders
meeting to be held May 7, 1999 to be filed within 120 days of Registrant's
fiscal year end are incorporated by reference in part III of this Form 10-K.
(2) Portions of Registrant's Schedule 14D-9 and Amendment No. 3, Amendment No.
6, Amendment No. 10, Amendment No. 11, and Amendment No. 22 Thereto; the Form
S-3 Registration Statement Number 2-94359; the Registrant's Annual Report on
Form 10-K for the years ending 1990, 1993, 1994, 1995, and 1997; the
Registrant's Current Report on Form 10-Q dated March 31, 1994; March 31, 1995;
September 30, 1997; and June 30, 1998; the 1987 Annual Meeting Proxy Statement;
the Registrant's Current Report on Form 8-K dated November 14, 1990, January
13, 1998, and March 10, 1999; Registrant's Statements on Form S-8 filed on
February 19, 1999 Number 333-72615 and 333-72619 are incorporated by reference,
in Part IV of this Form 10-K.


<PAGE>   2




ITEM 3

     LEGAL PROCEEDINGS

     Except as discussed in the following paragraphs, there are no material
     legal proceedings, other than ordinary routine litigation incident to the
     business, to which the Registrant or any of its subsidiaries is a party or
     of which any of their property is subject.

     LITIGATION

     The following describes the material legal proceedings of the Company.

     Alabama and other litigation

     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.

     On November 12, 1998, the Company and three of its clients entered into a
     settlement of all claims in class action litigation consolidated by the
     Panel on Multi-District Litigation in the United States District Court for
     the Middle District of Alabama, contingent upon approval of the fairness
     of the settlement by the District Court and other conditions. This series
     of class actions involved the largest collective class exposure to the
     Company. Under the terms of the settlement, without admitting any
     liability, the Company will contribute approximately $15 million in
     distributions to the classes and subclasses, and has agreed to be bound by
     an injunction limiting the percentage of authorized non-file insurance
     premium to be charged consumer finance and retailer accounts during 6 year
     and 18 month periods, respectively. The Company has accrued additional
     expenses associated with implementing the settlement.

     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.



                                       2


<PAGE>   3

     Merger-related Litigation

     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 and paying 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 to
     vigorously contest them.




                                       3
<PAGE>   4


     OTHER

     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.




                                       4
<PAGE>   5


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


<TABLE>
<CAPTION>


<S>                                     <C>                                             <C> 
By:        /s/ Gerald N. Gaston         Chief Executive Officer, President,             May 17, 1999
   ----------------------------------   and Vice Chairman of the Board
             Gerald N. Gaston



By:         /s/ Robert Hill            Senior Vice President and                       May 17, 1999
   ----------------------------------  Principal Accounting Officer
              Robert Hill              

</TABLE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report signed below by the following persons on behalf of the Registrant and in
the capacities and on May 17, 1999.



American Bankers Insurance Group, Inc.

<TABLE>
<CAPTION>


<S>                                     <C>                                             <C> 
         /s/ R. Kirk Landon             Chairman of the Board                           May 17, 1999
-------------------------------------   and Director
           R. Kirk Landon



        /s/ Gerald N. Gaston            Chief Executive Officer,                        May 17, 1999
-------------------------------------   President, Vice Chairman of the
           Gerald N. Gaston             Board and Director



       /s/ William H. Allen Jr.         Director                                        May 17, 1999
-------------------------------------
          William H. Allen Jr.



                                        Director                                        May 17, 1999
-------------------------------------
       Nicholas A. Buoniconti



                                        Director                                        May 17, 1999
-------------------------------------
        Armando M. Codina



         /s/ Peter J. Dolara            Director                                        May 17, 1999
-------------------------------------
           Peter J. Dolara

</TABLE>



                                       5
<PAGE>   6
<TABLE>
<CAPTION>


<S>                                     <C>                                             <C> 

                                        Director                                        May 17, 1999
-------------------------------------
           Jack F. Kemp



      /s/ Bernard P. Knoth, S.J.        Director                                        May 17, 1999
-------------------------------------
       Bernard P. Knoth, S.J.



                                        Director                                        May 17, 1999
-------------------------------------
          James F. Jorden



                                        Director                                        May 17, 1999
-------------------------------------
          Daryl L. Jones



       /s/ Eugene M. Matalene Jr.       Director                                        May 17, 1999
-------------------------------------
         Eugene M. Matalene Jr.



         /s/ Albert H. Nahmad           Director                                        May 17, 1999
-------------------------------------
           Albert H. Nahmad



      /s/ Nicholas J. St. George        Director                                        May 17, 1999
-------------------------------------
       Nicholas J. St. George



       /s/ Robert C. Strauss            Director                                        May 17, 1999
-------------------------------------
         Robert C. Strauss



                                        Director                                        May 17, 1999
-------------------------------------
      George E. Williamson II
</TABLE>




                                       6