AMERICAN FINANCIAL ENTERPRISES INC /CT/
8-K, 1995-04-07
RAILROADS, LINE-HAUL OPERATING
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                       FORM 8-K


                  Current Report Pursuant to Section 13 or 15(d) of
                         The Securities Exchange Act of 1934



       April 3, 1995                                Commission File No. 1-1345
       (Date of earliest event reported)


                         AMERICAN FINANCIAL ENTERPRISES, INC.



       Incorporated under the laws of Ohio                        IRS Employer
                                                 Identification No. 31-0996797

                                One East Fourth Street
                               Cincinnati, Ohio  45202
                                Phone:  (513) 579-2538
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                         AMERICAN FINANCIAL ENTERPRISES, INC.

                                       FORM 8-K


          Item 5.     Other Events.

                      On April  3,  1995,  American  Financial  Corporation
          ("AFC")  was merged  with a  newly-formed subsidiary  of American
          Premier Group, Inc. ("New American Premier"), another new company
          formed to own 100% of  the common stock of both AFC  and American
          Premier Underwrites, Inc. ("American  Premier").  As a  result of
          the  merger, New American Premier became  the beneficial owner of
          83% of AFEI's common stock.

                      In the  transaction, Carl  H. Lindner  and members of
          his  family, who owned 100% of the common stock of AFC, exchanged
          their AFC  common stock  for  approximately 55%  of New  American
          Premier  voting common  stock.   Former shareholders  of American
          Premier, including AFEI,  received the other 45%  of New American
          Premier's  voting  stock.     Following  the  merger,  AFEI  owns
          approximately  10.0 million  shares  of the  common stock  of New
          American  Premier.  The shares  of New American  Premier owned by
          AFEI  generally will not be eligible to  be voted as long as AFEI
          is  owned by New American Premier; however, AFEI will receive its
          share of any dividends paid on New American Premier common stock.


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

                      NONE










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                                      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 duly authorized.



                                        AMERICAN   FINANCIAL   ENTERPRISES,
          INC.



          April 7, 1995                 By:       /s/                      
                                              Fred J. Runk
                                              Vice President & Treasurer



























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