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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
American Financial Enterprises, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
026089-10-2
(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 9, 1994
(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 9 Pages
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13D
CUSIP NO. 026089-10-2 Page 2 of 9 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*
Not Applicable
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
---
8. SHARED VOTING POWER
10,979,929
9. SOLE DISPOSITIVE POWER
---
10. SHARED DISPOSITIVE POWER
10,979,929
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,979,929
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.6% (See Item 5).
14. TYPE OF REPORTING PERSON*
HC
IN
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Item 1. Security and Issuer.
This Amendment No. 14 to Schedule 13D is filed on behalf of
American Financial Corporation ("AFC"), an Ohio corporation, 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 as of
January 9, 1992 relative to the common stock par value $1.00 per
share ("Common Stock") issued by American Financial Enterprises,
Inc. ("AFEI"). Items not included in this amendment are either
not amended or not applicable.
Item 4. Purpose of the Transaction.
Please see the News Release dated December 12, 1994 attached
hereto as Exhibit 1.
If the transactions described in the News Release are
consummated, AFEI will receive the same consideration for its
shares of American Premier Underwriters, Inc. ("American
Premier") common stock as is received by all other American
Premier stockholders.
Item 5. Interest in Securities of the Issuer.
As of December 9, 1994, the Reporting Persons beneficially
owned 10,979,929 shares (or approximately 82.6% of the
outstanding shares) of AFEI Common Stock as follows:
Holder Number of Shares
AESLIC 806,720
AFC 1,172,397
ANF 1,440
GAI 8,358,812
MCC 87,710
SIC 537,850
TRANS 15,000
TOTAL: 10,979,929
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AESLIC = American Empire Surplus Lines Insurance Company, 100%
owned by GAI.
ANF = American National Fire Insurance Company, 100% owned by
GAI.
GAI = Great American Insurance Company ("GAI"), 100% owned by
AFC.
MCC = Mid-Continent Casualty Company, 100% owned by GAI.
SIC = Stonewall Insurance Company, 100% owned by GAI.
TRANS = Transport Insurance Company, 100% owned by GAI.
Each company listed above shares with the Reporting Persons
the power to vote or to direct the voting of, and the power to
dispose or to direct the disposition of, the AFEI Common Stock
held by such company.
Certain executive officers and directors of AFC beneficially
own shares of AFEI Common Stock as follows:
Exercisable
Name Shares Options *
Robert D. Lindner --- 10,000
James E. Evans 1,000 115,000
Sandra W. Heimann 165,440 115,000
James C. Kennedy --- 35,000
Thomas E. Mischell --- 75,000
Robert H. Ruffing 2,500 10,000
Fred J. Runk 3,360 85,000
Ronald F. Walker --- 7,500
* Options exercisable within 60 days.
As of December 9, 1994 and within the past 60 days, to the
best knowledge and belief of the undersigned and other than as set
forth herein, no transactions involving AFEI Common Stock had been
engaged in by the Reporting Persons, by AFC's directors, executive
officers, controlling persons, or subsidiaries.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer.
See Item 4.
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Item 7. Material to be filed as Exhibits.
(1) News Release referred to in Item 4.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) 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: AMERICAN FINANCIAL CORPORATION
December 13, 1994
By: James C. Kennedy
James C. Kennedy, Deputy General
Counsel and Secretary
James C. Kennedy
James C. Kennedy, As Attorney-in-Fact
for Carl H. Lindner
(AFEI.#14)
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Exhibit 1 - NEWS RELEASE
AMERICAN FINANCIAL CORPORATION
TO BE ACQUIRED BY
AMERICAN PREMIER UNDERWRITERS, INC.
FOR IMMEDIATE RELEASE
(December 12, 1994) - American Financial Corporation
("AFC") announced today that it has entered into a definitive
agreement to become a subsidiary of a newly formed company,
American Premier Group, Inc. ("New American Premier") which will
own both AFC and American Premier Underwriters, Inc. ("American
Premier").
In the transaction, Carl H. Lindner and members of his
family, holders of 100% of the common stock of AFC, will exchange
each of their shares of AFC common stock for 1.45 shares of common
stock of New American Premier. In addition, American Premier will
merge with a different subsidiary of New American Premier and all
shareholders of American Premier will receive shares of New
American Premier common stock on a one-for-one basis.
The Lindner Family will beneficially own approximately
50.9% of New American Premier upon completion of the transaction.
Currently, AFC and the Lindner Family beneficially own
approximately 40.4% of American Premier's outstanding common
stock.
AFC's debentures and preferred shares would remain
outstanding and publicly traded. AFC will continue to be a
separate publicly reporting company. Holders of AFC Series F and
G Preferred Stock will be given the right to vote in matters
considered by AFC shareholders. New American Premier has
announced that following completion of the transaction it will
likely redeem some of the debt of AFC and AFC's wholly-owned
subsidiaries.
The transactions are subject to a number of conditions,
including, among others, approval by American Premier's
stockholders, certain regulatory conditions and other conditions
customary in transactions of this nature.
American Premier operates businesses primarily in the
areas of specialty property and casualty insurance. AFC is a
holding company with financial subsidiaries engaged in property
and casualty insurance, annuity programs and portfolio investing.
AFC also owns a significant portion of the voting equity
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securities of several publicly owned companies. Both AFC and
American Premier are Cincinnati-based companies.
# # #
FOR FURTHER INFORMATION,
PLEASE CONTACT
Sandra W. Heimann
Telephone: 513-579-2121
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Exhibit 2
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 3
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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