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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 49)
Great American Communications Company
(Name of Issuer)
Class A Common Stock, $.01 Par Value
(Title of Class of Securities)
389912-10-6 (formerly 389906-10-8)
(CUSIP Number)
James E. Evans, Vice President and General Counsel
American Financial Corporation
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1993
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
Page 1 of 22 Pages
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13D
CUSIP NO. 389912-10-6 Page 2 of 22 Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Financial Corporation 31-0624874
Carl H. Lindner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
See Item 3.
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio Corporation
United States Citizen
7. SOLE VOTING POWER
1,480,468
8. SHARED VOTING POWER
3,683,001
9. SOLE DISPOSITIVE POWER
1,480,468
10. SHARED DISPOSITIVE POWER
3,683,001
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,683,001
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.4% (32.6% of all common stock outstanding - See Item 5)
14. TYPE OF REPORTING PERSON*
HC
IN
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Item 1. Security and Issuer.
This Amendment No. 49 to Schedule 13D is filed on behalf of
American Financial Corporation, an Ohio corporation ("AFC") and
Carl H. Lindner ("CHL"), the principal shareholder, Chairman of
the Board of Directors and Chief Executive Officer of AFC
(collectively the "Reporting Persons"), to amend and update their
Schedule 13D most recently amended in a filing dated February 16,
1993, relative to the $.01 par value Class A Common Stock ("Class
A Common Stock,") issued by Great American Communications Company
("GACC"). The principal executive offices of GACC are located at
One East Fourth Street, Cincinnati, Ohio 45202. Items not
included in this amendment are either not amended or are not
applicable.
Item 2. Identity and Background.
Please see the schedule attached hereto as Exhibit 1 which
contains a current description of AFC and its executive officers,
directors and controlling persons.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons exchanged certain indebtedness and
preferred stock of GACC or its subsidiaries for Class A Common
Stock in a comprehensive financial restructuring under a joint
prepackaged plan of reorganization for GACC and two of its
holding company subsidiaries (the "Reorganization"). In
addition, under the plan of reorganization, AFC purchased 94,837
shares of Class A Common with funds available for investment.
This purchase was made as a result of a required capital
contribution to GACC whereby AFC purchased the 94,837 shares for
approximately $1,161,000.00. Please see Item 4.
Item 4. Purpose of the Transaction.
On December 28, 1993, GACC completed the Reorganization.
Please see the News Release attached hereto as Exhibit 2.
The Reporting Persons consider their beneficial ownership of
GACC equity securities as an investment which they continue to
evaluate. Although they have no present plans to do so, from
time to time the Reporting Persons may acquire additional GACC
equity securities or dispose of some or all of the GACC equity
securities which they beneficially own. The Reporting Persons
may be deemed to be controlling persons of GACC. The Reporting
Persons have substantial influence over the management and
operations of GACC and participate in the formulation,
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determination and direction of business policies. Executives of
AFC constitute three of the nine members of the Board of
Directors of GACC.
Item 5. Interest in Securities of the Issuer.
As of January 7, 1994, and following the transactions
disclosed herein, the Reporting Persons beneficially owned
3,683,001 shares (or approximately 36.4% of the outstanding
shares) of GACC Class A Common Stock as follows:
Holder Number of Shares
AFC 2,202,533
CHL 1,379,151
CHL Foundation 101,317
Total: 3,683,001
CHL Foundation = The Carl H. Lindner Foundation, a
charitable foundation. CHL has voting
power over the securities held therein.
Pursuant to the Reorganization, GACC effected a 1-for-300
reverse stock split pursuant to which each share of Common Stock
became 1/300th of a share of Class A Common Stock. In addition,
as part of the Reorganization, AFC received the following amounts
of Class A Common Stock: 1,453,978 shares in exchange for
$21,9482,000 principal amount of certain debt securities of a
subsidiary of GACC; 673,555 shares in exchange for 3,315,437
shares of preferred stock of a subsidiary of GACC; 75,000 shares
in exchange for $42,500,000 principal amount of subordinated
indebtedness of GACC under a line of credit from AFC; and 94,837
shares as a result of an AFC capital contribution to GACC of
approximately $1,161,000.
As part of the Reorganization, CHL received 1,379,151 shares
of Class A Common Stock in exchange for $21,099,000 principal
amount of certain debt securities of a subsidiary of GACC and The
Carl H. Lindner Foundation received 101,317 shares of Class A
Common Stock in exchange for $1,550,000 principal amount of
certain debt securities of a subsidiary of GACC.
On December 28, 1993, AFC sold 170,995 shares of Class A
Common Stock at $12.24 per share to executives of AFC and GACC
for cash and notes.
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In addition to Class A Common Stock, the Reporting Persons
believe that there are approximately 1,163,524 shares of GACC
Class B Common Stock outstanding, none of which are beneficially
owned by the Reporting Persons. Of the total Class A and Class B
Common Stock outstanding, the Reporting Persons beneficially
owned approximately 32.6% as of January 7, 1993.
Certain officers and directors of AFC beneficially own
shares of GACC Class A Common Stock. James E. Evans, Vice
President and General Counsel, purchased 20,000 shares on
December 28, 1993 at $12.24 per share and now beneficially owns
20,000 shares. Fred J. Runk, Vice President and Treasurer,
purchased 20,001 shares on December 28, 1993 at $12.24 per share
and now beneficially owns 20,014 shares. Thomas E. Mischell,
Vice President, purchased 10,994 shares on December 28, 1993 at
$12.24 per share and now beneficially owns 10,994 shares. Sandra
W. Heimann, Vice President, purchased 20,000 shares on December
28, 1993 at $12.24 per share and and as part of the
Reorganization, received 2,286 shares in exchange for $42,000
principal amount of certain debt securities of GACC. She now
beneficially owns 24,304 shares. Robert C. Lintz, Vice
President, purchased 20,000 shares on December 28, 1993 at $12.24
per share and now beneficially owns 20,000 shares. Ronald F.
Walker, President, purchased 20,000 shares on December 28, 1993
at $12.24 per share and now beneficially owns 20,000 shares.
James C. Kennedy, Deputy General Counsel and Secretary, purchased
2,500 shares on December 28, 1993 at $12.24 per share and now
beneficially owns 2,500 shares. Robert H. Ruffing, Controller,
purchased 5,500 shares on December 28, 1993 at $12.24 per share
and now beneficially owns 5,500 shares.
As of January 7, 1994, and within the last 60 days, to the
best knowledge and belief of the undersigned, other than as
described herein, no transactions involving GACC equity
securities had been engaged in by the Reporting Persons, by AFC
directors, officers or controlling persons.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Please see the letter agreements attached hereto as Exhibits
3 and 4.
Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) News Release referred to in Item 4.
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(3) Letter Agreement dated December 21, 1993 referred to in
Item 6.
(4) Letter Agreement dated December 28, 1993 referred to in
Item 6.
(5) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(6) Power of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: January 7, 1994 AMERICAN FINANCIAL CORPORATION
By:/s/ James C. Kennedy
James C. Kennedy, Deputy General
Counsel and Secretary
/s/ James C. Kennedy
James C. Kennedy, As Attorney-in-Fact
for Carl H. Lindner
(GACC.#49)
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Exhibit 1
Item 2. Identity and Background.
American Financial Corporation, an Ohio corporation ("AFC"),
is a holding company operating through wholly-owned and majority-
owned subsidiaries and other companies in which it holds
significant minority ownership interests. These companies
operate in a variety of financial businesses, including property
and casualty insurance, annuities, and portfolio investing. In
non-financial areas, these companies have substantial operations
in the food products industry, television and radio station
operations, systems engineering and industrial manufacturing.
The address of the principal executive offices of AFC is One East
Fourth Street, Cincinnati, Ohio 45202.
The identity and background of the controlling persons,
executive officers and directors of AFC are as follows:
1. Carl H. Lindner's present principal occupation is as
Chairman of the Board of Directors and Chief Executive Officer of
AFC. Mr. Lindner's business address is One East Fourth Street,
Cincinnati, Ohio 45202.
2. Robert D. Lindner's present principal occupation is as
Chairman of the Board of Directors of United Dairy Farmers, Inc.
and as Vice Chairman of the Board of Directors of AFC. Mr.
Lindner's business address is 3955 Montgomery Road, Cincinnati,
Ohio 45212.
3. Richard E. Lindner's present principal occupation is as
Chairman of the Board and Chief Executive Officer of Thriftway
Super Markets, Inc. (a privately-held supermarket chain). He is
presently a director of AFC. Mr. Lindner's business address is
4901 Hunt Road, Cincinnati, Ohio 45242.
4. Ronald F. Walker's present principal occupation is as
President and Chief Operating Officer of AFC. He is presently a
director of AFC. Mr. Walker's business address is 580 Walnut
Street, Cincinnati, Ohio 45202.
5. Carl H. Lindner III's present principal occupations are as
President of Great American Insurance Company, and President and
Chief Operating Officer of The Penn Central Corporation. Mr.
Lindner's business address is 580 Walnut Street, Cincinnati, Ohio
45202.
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6. S. Craig Lindner's present principal occupation is as
Senior Executive Vice President of American Money Management
Corporation, an AFC subsidiary. He is also President and a
director of American Annuity Group, Inc. Mr. Lindner's business
address is One East Fourth Street, Cincinnati, Ohio 45202.
7. James E. Evans' present principal occupation is as Vice
President and General Counsel of AFC. Mr. Evans' business
address is One East Fourth Street, Cincinnati, Ohio 45202.
8. Sandra W. Heimann's present principal occupation is as a
Vice President of AFC. Mrs. Heimann's business address is One
East Fourth Street, Cincinnati, Ohio 45202.
9. Robert C. Lintz's present principal occupation is as a
Vice President of AFC. Mr. Lintz's business address is One East
Fourth Street, Cincinnati, Ohio 45202.
10. Thomas E. Mischell's present principal occupation is as a
Vice President of AFC. Mr. Mischell's business address is One
East Fourth Street, Cincinnati, Ohio 45202.
11. Fred J. Runk's present principal occupation is as Vice
President and Treasurer of AFC. Mr. Runk's business address is
One East Fourth Street, Cincinnati, Ohio 45202.
Carl H. Lindner is the principal shareholder and the
controlling person of AFC. Mr. Lindner beneficially owned
approximately 40.9% of the outstanding Common Stock of AFC as of
September 30, 1993. The information with regard to the present
principal occupation and business address of Mr. Lindner is given
above.
All of the persons listed above are citizens of the United
States.
Neither AFC nor any of the persons listed above have during
the last five years been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
Neither AFC nor any of the persons listed above have during
the last five years been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or pro-
hibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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Exhibit 2
PRESS RELEASE
GREAT AMERICAN COMMUNICATIONS COMPANY ANNOUNCES
COMPLETION OF A COMPREHENSIVE FINANCIAL RESTRUCTURING
FOR IMMEDIATE RELEASE
[December 28, 1993: Cincinnati, Ohio] Great American
Communications Company ("GACC") announced today that it has
successfully completed a comprehensive financial restructuring
with the closings today of a joint prepackaged plan of
reorganization for GACC and two of its holding company
subsidiaries (the "Reorganization") and the refinancing of Great
American Television and Radio Company, Inc.'s bank credit
facility and Great American Broadcasting Company's 13% Senior
Subordinated Notes.
As part of the Reorganization and in exchange for
outstanding debt and preferred stock, GACC issued approximately
$72.5 million principal amount of 14% Senior Extendible Pik Notes
initially due 2001, and approximately 11.3 million shares of
Common Stock after a 1-for-300 reverse stock split. Through the
Reorganization, GACC has reduced its indebtedness and preferred
stock obligations from $910 million to $433 million, and its
annual fixed charges (interest and preferred stock dividends)
from more than $94 million to $41 million.
The Common Stock has been approved for quotation and
trading on the NASDAQ National Market System and will trade under
the symbol "GACC."
GACC and its subsidiaries own six network affiliated
television stations and eleven FM and five AM radio stations in
major markets throughout the country.
# # #
FOR FURTHER INFORMATION,
PLEASE CONTACT:
Gregory C. Thomas
Telephone: (513) 562-8000
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Exhibit 3
December 21, 1993
American Financial Corporation
One East Fourth Street
Cincinnati, Ohio 45202
Apollo Advisors, L.P.
1999 Avenue of the Stars
Suite 1900
Los Angeles, California 90067
Lion Advisors, L.P.
1999 Avenue of the Stars
Suite 1900
Los Angeles, California 90067
Kemper Financial Services, Inc.
120 South LaSalle Street
18th Floor
Chicago, Illinois 60603
Gentlemen:
This letter agreement will confirm our mutual understanding
and agreement regarding certain matters relating to the shares of
Class A Common Stock, par value $.01 per share (the "Class A
Common Stock"), of Great American Communications Company, as
reorganized (the "Company"), to be issued to (i) American
Financial Corporation ("AFC") and certain of its wholly owned
subsidiaries (collectively, the "AFC Interests") and (ii) Kemper
Financial Services, Inc., ("Kemper") on behalf of and as
investment advisor to those beneficial holders identified on the
signature page hereto (collectively, the "Kemper Interests"), and
the shares of Class B Common Stock, par value $.01 per share of
the Company (the "Class B Common Stock"; and together with the
Class A Common Stock, the "Common Stock"), to be issued to AIF
II, L.P. ("AIF") and Artemis Finance SNC ("Artemis"), or to their
respective successors and assigns permitted by this letter
agreement (collectively, the "Apollo Interests"), pursuant to a
joint plan of reorganization of Great American Communications
Company and certain of its subsidiaries, as confirmed by the
United States Bankruptcy Court for the Southern District of Ohio,
Western Division (the "Plan"). This letter shall become
effective on the effective date of the Plan (the "Effective
Date").
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1. Voting of Common Stock. (a) The Apollo Interests will
(i) cause their shares of Common Stock to be represented, in
person or by proxy, at each properly noticed regular or special
meeting of stockholders of the Company, and (ii) vote all of the
shares of Common Stock beneficially owned by them in favor of the
election of the nominees for election as directors made by or at
the direction of the Board of Directors of the Company.
(b) The AFC Interests will (i) cause their shares of
Common Stock to be represented, in person or by proxy, at each
properly noticed regular or special meeting of stockholders of
the Company, and (ii) vote all of the shares of Common Stock
beneficially owned by the AFC Interests in favor of the election
of the nominees for election as directors made by or at the
direction of the Board of Directors of the Company.
2. Tag-Along Rights. (a) If the AFC Interests have a
bona fide intention to sell or otherwise dispose of shares of
Common Stock to a person or entity or any group of persons or
entities acting in concert (other than to any Affiliate of any of
the AFC Interests) (a "Proposed Sale") pursuant to a bona fide
offer or through a series of related bona fide offers (an
"Offer") by such person, entity or group (the "Purchaser"), the
Apollo Interests and the Kemper Interests shall have the right to
require, as a condition to such Proposed Sale, that the Purchaser
purchase from the Apollo Interests and the Kemper Interests at
the same price per share of Common Stock and on the same terms
and conditions as proposed in such Proposed Sale that number of
shares of Common Stock beneficially owned by the Apollo Interests
and the Kemper Interests, respectively, and designated by them to
be included in such Proposed Sale, subject to a maximum of such
number of shares as shall result in (i) the ratio of the number
of shares sold by each of the Apollo Interests and the Kemper
Interests to the total number of shares beneficially owned by
each of them immediately prior to the consummation of the
Proposed Sale being equal to (ii) the ratio of the number of
shares sold by the AFC Interests to the total number of shares
beneficially owned by the AFC Interests immediately prior to the
consummation of the Proposed Sale. Notwithstanding the
foregoing, the provisions of this Section 2 will not apply with
respect to (i) the sale or other disposition by the AFC Interests
of a number of shares of Common Stock equal to or less than 2% of
the then issued and outstanding shares of Common Stock to any
person or entity consummated within six months after the
Effective Date, or (ii) after the expiration of six months
following the Effective Date, sales or other dispositions in an
amount that does not exceed 1% of the then issued and outstanding
shares of Common Stock in any three-month period.
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(b) The AFC Interests shall give notice in writing to
the Apollo Interests and the Kemper Interests of any Proposed
Sale at least 20 business days prior to the proposed date of
consummation thereof, which notice (the "Co-Sale Notice") shall
contain the principal terms of the Proposed Sale including,
without limitation, the name and address of the Purchaser, the
purchase price, the terms and conditions of payment, the date on
which such Proposed Sale is to be consummated, and the number of
shares of Common Stock to be sold. Upon the reasonable request
of the Apollo Interests or the Kemper Interests, the AFC
Interests will provide all documents and information in its
possession relating to the Proposed Sale, the Offer and the
Purchaser.
(c) The right of the Apollo Interests and the Kemper
Interests to participate in any Proposed Sale pursuant to this
Section 2 may be exercised by the Apollo Interests and the Kemper
Interests by giving a written notice (the "Participation Notice")
to the AFC Interests not later than 10 business days after the
giving of the Co-Sale Notice. The Participation Notice must
state the number of shares of Common Stock that the Apollo
Interests and the Kemper Interests elect, subject to the
limitation thereon set forth in Section 2(a), to sell to the
Purchaser and contain a binding, irrevocable commitment to sell
such shares on the terms and conditions set forth in the Co-Sale
Notice. If the Apollo Interests or the Kemper Interests so elect
to participate in the Proposed Sale, then the AFC Interests shall
be required to include in the Proposed Sale those shares of
Common Stock which the Apollo Interests or the Kemper Interests
have elected in the Participation Notice to sell (subject to the
limitation set forth in Section 2(a)). If none of the Apollo
Interests or the Kemper Interests give the Participation Notice
within the ten business day period following the giving of the
Co-Sale Notice, the AFC Interests shall have the right, for a
period of six months following the giving of the Co-Sale Notice,
to consummate the Proposed Sale to the Purchaser at the price and
in accordance with the terms and conditions of the Co-Sale Notice
without including any shares beneficially owned by the Apollo
Interests or the Kemper Interests. In the event such Proposed
Sale is not so consummated, then the provisions of this letter
agreement shall again be applicable to the Common Stock owned by
the AFC Interests.
(d) Notwithstanding anything to the contrary contained
in this letter agreement, in the event that the AFC Interests
shall breach any covenant contained in this Section 2, and such
breach results in the Apollo Interests or the Kemper Interests
being precluded from participating in a Proposed Sale that is
consummated, the sole remedy available to the Apollo Interests or
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the Kemper Interests shall be to cause AFC to purchase from the
Apollo Interests or the Kemper Interests the number of shares of
Common Stock that the Apollo Interests or the Kemper Interests
would have been permitted to sell pursuant to such Proposed Sale
at the price and upon the terms of such Proposed Sale. This
remedy shall be exercisable by the Apollo Interests or the Kemper
Interests by giving notice to AFC of such breach within six
months after any of the Apollo Interests or the Kemper Interests
learns of such breach.
3. Certain Offers for the Company. If, at any time after
the fifth anniversary of the Effective Date, (i) a person or
entity shall make a bona fide offer (an "Acquisition Offer") to
(a) merge with the Company, (b) acquire all or substantially all
of the assets of the Company, or (c) acquire 50% or more of the
then issued and outstanding shares of Common Stock, in each case
for consideration consisting solely of cash and/or securities
that are either listed for trading on a national securities
exchange or designated for inclusion on the NASDAQ National
Market System, (ii) a financial advisor that is mutually
acceptable to the AFC Interests and the Apollo Interests shall
render its opinion to the Company and AFC that the Acquisition
Offer is fair to the holders of Common Stock from a financial
point of view, and (iii) the beneficial owners of 5% or more of
the then issued and outstanding shares of Common Stock (other
than the Apollo Interests or any Affiliate of the Apollo
Interests if the Apollo Interests or any Affiliate of the Apollo
Interests made or solicited the Acquisition Offer) confirm in
writing to the Company that they are prepared to sell their
shares pursuant to, or vote in favor of, such Acquisition Offer,
then (X) the AFC Interests shall cause any representatives of AFC
on the Board of Directors of Reorganized GACC to either vote to
approve the Acquisition Offer or abstain from voting on the
approval of the Acquisition Offer in a manner that will not
prevent the consummation of the transactions contemplated by the
Acquisition Offer, and (Y) if 50% or more of the shares of Common
Stock then issued and outstanding are either voted in favor of,
or tendered for sale pursuant to, the Acquisition Offer, then the
AFC Interests will cause the shares of Common Stock then
beneficially owned by it to be voted in favor of, or tendered for
sale pursuant to, the Acquisition Offer.
4. Termination. Unless earlier terminated in accordance
with its terms, this letter agreement shall terminate and be of
no further force or effect upon the earliest of (i) such time as
the AFC Interests shall cease to be the beneficial owner of 10%
or more of the shares of Common Stock issued and outstanding from
time to time (a "10% Holder"), (ii) such time as the Apollo
Interests shall cease to be a 10% Holder, (iii) solely with
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respect to the Kemper Interests, such time as the Kemper
Interests shall cease to be the collective beneficial owners of
5% or more of the shares of Common Stock issued and outstanding
from time to time, (iv) the seventh anniversary of the Effective
Date, (v) such time as the closing sales price for the Common
Stock on any securities exchange or as quoted on the NASDAQ
National Market System shall have exceeded $36.72 (as adjusted
for any stock split, stock dividend, recapitalization or other
similar transaction) for a continuous period of 120 calendar
days; provided, however, that the Company shall have given
written notice to the Apollo Interests within 12 calendar months
prior to the commencement of such 120 calendar day period that
the closing sales price for the Common Stock has exceeded $36.72
(as adjusted for any stock split, stock dividend,
recapitalization or other similar transaction) on any trading
day, or (vi) such time as the closing sales price for the Common
Stock on any securities exchange or as quoted on the NASDAQ
National Market System exceeds $36.72 (as adjusted for any stock
split, stock dividend, recapitalization or other similar
transaction) for a continuous period of 60 calendar days and a
registration statement under the Securities Act of 1933 shall
have been effective throughout such 60 day period pursuant to a
proper demand made by the Apollo Interests.
5. Actions by Representatives; Notices. Any action
required or permitted to be taken by the AFC Interests shall be
exercised by or through AFC and any notice to be provided to the
AFC Interests shall be deemed to have been given when delivered
by hand, courier or overnight delivery service to AFC at the
address listed at the beginning of this letter agreement or such
other address notice of which is given by AFC in like manner.
Any action permitted to be taken by the Apollo Interests pursuant
to Section 2 and Section 3 of this letter agreement may be only
exercised collectively by AIF, Artemis and any permitted
successor or assign of AIF or Artemis, and any notice to be
provided to the Apollo Interests shall be deemed to have been
properly given when delivered by hand, courier or overnight
delivery service to Apollo Advisors, L.P., with respect to AIF,
and Lion Advisors, L.P., with respect to Artemis, at their
respective addresses as listed at the beginning of this letter
agreement or such other address notice of which is given in like
manner. Any action required or permitted to be taken by the
Kemper Interests shall be exercised by or through Kemper and any
notice to be provided to the Kemper Interests shall be deemed to
have been given when delivered by hand, courier or overnight
delivery service to Kemper at the address listed at the beginning
of this letter agreement or such other address notice of which is
given by Kemper in like manner.
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6. Certain Definitions.
(a) The term "beneficial owner", and the corresponding
term "beneficially own," shall have the meaning set forth in Rule
13d-3 promulgated under the Securities Exchange Act of 1934, as
amended, as in effect on the date of this letter agreement.
(b) An "Affiliate" with respect to a person or entity
shall mean a person or entity that controls such person or
entity, is controlled by such person or entity, or which is under
common control with such person or entity.
7. Governing Law. This letter agreement shall be governed
by and construed in accordance with the laws of the State of
Florida.
8. Entire Agreement and Revocation of Prior Agreements.
Except for any other agreements executed by the parties as of the
date of this letter agreement, this letter agreement contains the
entire understanding among the parties hereto concerning the
subject matter contained herein. There are no representations,
agreements, arrangements, or understandings, oral or written,
between or among the parties hereto relating to the subject
matter of this letter agreement which are not fully expressed
herein. This letter agreement supersedes and revokes any and all
prior agreements between or among the parties hereto relating to
the subject matter of this letter agreement.
9. Specific Performance. Except as otherwise provided in
Section 1 of this letter agreement, each of AFC, AIF and Artemis
(i) acknowledges that a remedy at law for any breach or attempted
breach of this letter agreement shall be inadequate; (ii) agrees
that each other party hereto shall be entitled to specific
performance; and (iii) agrees to waive any requirements for the
securing or posting of any bond in connection with the obtaining
of any such injunctive or equitable relief.
10. Successors and Assigns.
(a) The benefits of and obligations under this letter
agreement will extend only to a successor, transferee or assignee
of Artemis or AIF that (i) is an investment company (as defined
in Section 3(a) of the Investment Company Act of 1940) that is
the transferee of any of the Common Stock beneficially owned by
AIF or Artemis, as the case may be, as of the Effective Date,
(ii) is an Affiliate of AIF or Artemis with respect to which AIF
or Artemis, or an Affiliate of AIF or Artemis, (X) is the
exclusive investment advisor or (Y) has exclusive investment
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discretion, and (iii) agrees in writing to be bound by the terms
and conditions of this letter agreement.
(b) The AFC Interests shall not transfer any shares of
Common Stock to an Affiliate of AFC unless such Affiliate agrees
in writing to the terms and conditions of this letter agreement.
Except as provided in the following sentence, the benefits of and
obligations under this letter agreement will not extend to any
successor, transferee or assignee of AFC that is not an Affiliate
of AFC. The AFC Interests will not effect any sale or other
disposition of shares of Common Stock to a person or entity
(other than to an Affiliate of the AFC Interests) (a
"Transferee") in a transaction that is effected for any
consideration other than cash or marketable securities of a
series or class with an aggregate market capitalization in excess
of ten times the value of such securities that would be issuable
to the Apollo Interests and the Kemper Interests pursuant to
Section 2 (without taking into account the securities that would
be issuable to the Apollo Interests and the Kemper Interests
pursuant to Section 2), unless (a) such Transferee agrees to be
bound by the terms and conditions of this letter agreement (with
such Transferee being substituted for the AFC Interests), or (b)
in connection with such transaction, the Apollo Interests shall
have been provided with the opportunity to sell shares of Common
Stock owned by them to such Transferee pursuant to Section 2 and
the Apollo Interests shall have elected to sell a number of
shares of Common Stock that shall result in the Apollo Interests
no longer being a 10% Holder.
(c) The benefits of and obligations under this letter
agreement will not extend to any successor, transferee or
assignee of the Kemper Interests.
11. Counterparts. This letter agreement may be executed in
any number of counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the
same instrument.
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Accepted and Agreed
this 21 day of December,
1993.
AMERICAN FINANCIAL CORPORATION
By:
Name:
Title:
AIF II, L.P.
By: Apollo Advisors, L.P.,
its Managing General Partner
Name:
Title:
By: Apollo Capital Management, Inc.,
its General Partner
Name:
Title:
ARTEMIS FINANCE SNC
By: Lion Advisors, L.P.,
its Attorneys-in-Fact
Name:
Title:
By: Lion Capital Management, Inc.,
its General Partner
Name:
Title:
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KEMPER HIGH YIELD FUND
KEMPER DIVERSIFIED INCOME FUND
KEMPER INVESTMENT PORTFOLIOS - HIGH YIELD PORTFOLIO
KEMPER INVESTMENT PORTFOLIOS - DIVERSIFIED INCOME PORTFOLIO
KEMPER INVESTMENT PORTFOLIOS - TOTAL RETURN PORTFOLIO
KEMPER INVESTORS FUND - HIGH YIELD PORTFOLIO
KEMPER HIGH INCOME TRUST
KEMPER MERRILL LYNCH I
KEMPER MERRILL LYNCH II
By: Kemper Financial Services, Inc., as
investment advisor to the
above-referenced beneficial holders
Name:
Title:
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Exhibit 4
December 28, 1993
Robert M. Miller, Esq.
Berlack, Israels & Liberman
120 West 45th Street, 28th Floor
New York, New York 10036
Dear Bob:
This letter is written to you as legal advisor to
Sullivan Money Management, Inc. ("Sullivan") and Equitable
Diversified Holdings I ("Equitable") in connection with the
Restructuring. (Capitalized terms that are not defined herein
are used as defined in the Disclosure Statement and Proxy
Statement - Prospectus, dated September 27, 1993, of Great
American Communications Company, GACC Holding Company and New
GACC Holdings, Inc.)
American Financial Corporation, an Ohio corporation
("AFC"), hereby confirms to you, on behalf of Sullivan and
Equitable, the agreement of AFC that, until the earlier of the
third anniversary of the Effective date or such time as the
trading price of the New Common Stock exceeds $24.48 (as adjusted
for any stock splits or stock dividends), AFC will not sell or
agree to sell shares of New Common Stock representing more than
10% of the issued and outstanding shares of New Common Stock to
any person or entity, or any group of persons or entities acting
in concert, which is not affiliated with AFC, unless a pro rata
offer is made by such person or entity to all holders of New
Common Stock.
Reference is made to that sentence in the Disclosure
Statement that provides that the initial Board of Directors of
Reorganized GACC will consist of nine Directors, five of whom
will be persons chosen by AFC and four of whom will be persons
chosen by Reorganized GACC in consultation with certain holders
of Old Debt Securities. AFC confirms that it will cause
Reorganized GACC to solicit and accept the proposed nominee of
Sullivan and Equitable as one of the four initial Directors
chosen by Reorganized GACC and that AFC will further cause that
Director to be appointed to Class II of the Board of Directors,
which will hold office for the term expiring at the annual
meeting of shareholders to be held in 1995. In addition, AFC
also confirms that for a period of five years after the
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Robert M. Miller, Esq.
December 28, 1993
Page 2
Restructuring, AFC will solicit from the three largest holders of
New Common Stock (other than AFC and Apollo) known to AFC after
reasonable inquiry the recommendations of such holders for an
independent director nominee, which recommendations will not be
unreasonably rejected.
AMERICAN FINANCIAL CORPORATION
By:____________________________
Its:___________________________
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Exhibit 5
A G R E E M E N T
This Agreement executed this 30th day of August, 1990, is
by and between American Financial Corporation, an Ohio
corporation ("AFC"), One East Fourth Street, Cincinnati, Ohio
45202, and Carl H. Lindner, an individual ("CHL"), 8555 Shawnee
Run Road, Cincinnati, Ohio 45243.
WHEREAS, as of the date of this Agreement, CHL
beneficially owns approximately 45.4% of AFC's outstanding Common
Stock and is Chairman of the Board of Directors and Chief
Executive Officer of AFC;
WHEREAS, pursuant to CHL's percentage ownership of AFC's
outstanding Common Stock and his status as Chairman of the Board
of Directors and Chief Executive Officer of AFC, CHL may be
deemed to be the beneficial owner of securities held by AFC and
its subsidiaries pursuant to Regulation Section 240.13d-3
promulgated under the Securities Exchange Act of 1934, as
amended;
WHEREAS, AFC and its subsidiaries from time to time must
file statements pursuant to certain sections of the Securities
Exchange Act of 1934, as amended, concerning the ownership of
equity securities of public companies; now therefore be it
RESOLVED, that AFC and CHL, not admitting any beneficial
ownership, do each hereby agree to file jointly with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by or on behalf of AFC or any of its
subsidiaries pursuant to Sections 13(d), 13(f), 13(g), and 14(d)
of the Securities Exchange Act of 1934, as amended.
AMERICAN FINANCIAL CORPORATION
By:/s/ James E. Evans
James E. Evans, Vice President
and General Counsel
/s/ Carl H. Lindner
Carl H. Lindner
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Exhibit 6
POWER OF ATTORNEY
I, Carl H. Lindner, do hereby appoint James E. Evans and
James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as
Chairman of the Board of Directors and Chief Executive Officer of
American Financial Corporation or as a director or executive
officer of any of its subsidiaries and to file with the
Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me or on behalf of American
Financial Corporation or any of its subsidiaries pursuant to
Sections 13(d), 13(f), 13(g), and 14(d) of the Securities and
Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio this 3rd day of June, 1992.
/s/ Carl H. Lindner
Carl H. Lindner
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