AMERICAN PUBLIC HOLDINGS INC
8-K, 1999-06-10
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC. 20549






                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                  June 10, 1999





                         AMERICAN PUBLIC HOLDINGS, INC.

             (Exact name of registrant as specified in its charter)

               Mississippi         0-22479             64-0874171
            (State or other    (Commission File     (I.R.S. Employer
            jurisdiction of         Number)          Identification
            incorporation)                               Number)

                          2305 Lakeland Drive
                          Jackson, Mississippi            39208
               (Address of principal executive offices) (Zip code)

                                 (601) 963-6600
              (Registrant's telephone number, including area code)


<PAGE>


Item 5.   Other Events

          On June 10, 1999 American Public Holdings, Inc. issued a press release
announcing  that it is in negotiations to be acquired by Central Benefits Mutual
Insurance  Company.  The proposed transaction will be subject to further
negotiations between the parties, due  diligence, approval by the Boards of
Directors of both organizations, approval of the holders of a majority of the
outstanding shares of the company, and regulatory approvals.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits.

               99.  Press Release issued by American Public Holdings, Inc. dated
                    June 10, 1999, headed "American Public Holdings in
                    Discussions with Central Benefits Mutual"


<PAGE>



                                   SIGNATURES


     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 hereunto duly authorized.

Dated:    June 10, 1999

                                    AMERICAN PUBLIC HOLDINGS, INC.



                                 By: /s/ Jerry C. Stovall
                                    ----------------------------------------
                                    Jerry C. Stovall, President
                                    and Chief Executive Officer


<PAGE>


                                  EXHIBIT INDEX


99.  Press Release issued by American Public Holdings, Inc. dated June 10, 1999,
     headed "American Public Holdings in Discussions with Central Benefits
     Mutual"





                         American Public Holdings, Inc.
- --------------------------------------------------------------------------------
                 2305 Lakeland Drive, Jackson, Mississippi 39208


FOR IMMEDIATE RELEASE
Date:     June 10, 1999
Contact:  Joseph C. Hartley, Jr.
          (601) 936-3201  Fax: (601) 936-2157




American Public Holdings in Discussions with Central Benefits Mutual

Jackson,  Mississippi (June 10, 1999) - American Public Holdings, Inc. announced
today that it is in  negotiations  to be  acquired  by Central  Benefits  Mutual
Insurance  Company.   The  proposed  transaction  will  be  subject  to  further
negotiations between the two parties,  due diligence,  approval by the Boards of
Directors  of both  organizations,  approval of the holders of a majority of the
outstanding shares of the Company, and regulatory approvals.

American  Public  Holdings,  Inc. is a holding  company for American Public Life
Insurance Company, a Mississippi domestic life and health insurance company with
its home office in Jackson, Mississippi.  American Public Life is licensed to do
business in twenty-five states and specializes in supplemental  health insurance
products,  including cancer,  accident,  intensive care, heart attack/stroke and
dental insurance policies.  If the proposed  transaction is completed,  American
Public Life would remain in Jackson, Mississippi.

Central Benefits Mutual Insurance  Company is based in Columbus,  Ohio.  Central
Benefits and its subsidiaries offer group health and life insurance products and
health claims administration in 25 states.




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