SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1993 No. 1-7361
AMERICAN FINANCIAL CORPORATION
Incorporated under IRS Employer I.D.
the Laws of Ohio No. 31-0624874
One East Fourth Street, Cincinnati, Ohio 45202
(513) 579-2121
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on which Registered
Nonvoting Cumulative Preferred Stock:
Series E, F and G Cincinnati and Pacific
9-1/2% Debentures due April 22, 1999 Cincinnati and Pacific
10% Debentures due October 20, 1999 Cincinnati and Pacific
10% Debentures Series A due October 20, 1999 Cincinnati and Pacific
12% Debentures due September 3, 1999 Cincinnati and Pacific
12% Debentures Series A due September 3, 1999 Cincinnati and Pacific
12% Debentures Series B due September 3, 1999 Cincinnati and Pacific
12-1/4% Debentures due September 15, 2003 Cincinnati and Pacific
13-1/2% Debentures due September 14, 2004 Cincinnati and Pacific
13-1/2% Debentures Series A due
September 14, 2004 Cincinnati and Pacific
Securities Registered Pursuant to Section 12(g) of the Act: None
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
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of 1934 during the preceding 12 months, 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 need 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. [X]
As of March 1, 1994, there were 18,971,217 shares of Common Stock
outstanding, all of which were privately owned.
Documents Incorporated by Reference: None
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PART III
ITEM 11
Executive Compensation
Compensation
The following table shows the aggregate compensation earned (in thousands)
for 1993, 1992 and 1991 from AFC and its subsidiaries by AFC's Chief
Executive Officer and AFC's four other most highly compensated executive
officers.
<TABLE>
<CAPTION>
Annual Compensation Long Term
Name and Other Annual Stock Incentive
Principal Position Year Salary Bonus Compensation (1)Options(2) Payouts (3) Other (4)
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner 1993 $1,649 $2,083 $200 --- --- $117
Chairman & Chief 1992 1,816 2,700 260 --- --- 114
Executive Officer 1991 1,244 1,700 158 --- ---
of AFC & Subsidiaries
Ronald F. Walker, 1993 801 1,250 70 --- --- 93
President & Chief 1992 1,336 2,075 81 --- $8,806 181
Operating Officer 1991 901 900 89 --- 1,046
of AFC
Carl H. Lindner III, 1993 1,071 1,389 165 --- --- 88
President of GAI & 1992 1,514 1,825 171 --- 5,478 73
American Premier 1991 1,455 1,950 271 --- 4,421
S. Craig Lindner,
President of AAG and 1993 1,535 2,200 74 --- --- 88
Sr. Exec. Vice President 1992 1,529 1,500 106 --- 5,478 99
of AMM 1991 1,452 2,000 83 --- 4,421
James E. Evans 1993 960 400 3 --- --- 64
Vice President & 1992 892 550 35 --- 2,264 90
General Counsel of AFC 1991 959 460 33 --- 73
===========================================
</TABLE>
(1) This column includes amounts for (i) personal homeowners and
automobile insurance coverage, (ii) the use of corporate aircraft,
automobiles and housing, and (iii) interest (in excess of 9%) paid on
deferred compensation.
Carl H. Ronald F. Carl H. S. Craig James E.
Lindner Walker Lindner III Lindner Evans
1993
Insurance $ 10 --- $ 15 $ 19 ---
Aircraft, etc. 190 $ 70 150 55 $ 3
Interest --- --- --- --- ---
1992
Insurance 11 --- 7 17 ---
Aircraft, etc. 249 81 164 89 2
Interest --- --- --- --- 33
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1991
Insurance 11 2 20 15 ---
Aircraft, etc. 147 87 251 68 5
Interest --- --- --- --- 28
(2) No options were granted by the Registrant. For information concerning
options and stock appreciation rights ("SARs") granted by subsidiaries
of the Registrant to the above named individuals, see the table headed
"Option/SAR Grants in 1993" below.
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(3) The amounts in this column are payments made pursuant to exercises of
Book Value Incentive Plan Units. During 1992, AFC accelerated all
payments under the Plan due to named persons, paying the present value
of the amounts due approximately 1/3 in cash and 2/3 in value of an
AFC 12% debenture due 1999.
(4) This column includes amounts for (i) directors fees, (ii) Employee
Stock Ownership/Retirement Plan contributions, (iii) savings plans of
subsidiaries, (iv) retirement plans of subsidiaries, and (v) term life
insurance premiums.
Carl H. Ronald F. Carl H. S. Craig James E.
Lindner Walker Lindner III Lindner Evans
1993
Directors fees $ 19 $ 20 --- $ 57 $ 33
ESORP 30 30 $ 30 30 30
Savings Plans --- --- --- --- ---
Retirement Plans 58 40 57 --- ---
Term Life 10 3 1 1 1
1992
Directors fees 7 20 --- 68 59
ESORP 30 30 30 30 30
Savings Plans --- 9 --- --- ---
Retirement Plans 66 120 43 --- ---
Term Life 11 2 --- 1 1
The amounts of annual compensation in the above table do not include
amounts paid to individuals by companies for periods during which they were
not subsidiaries of AFC. Several AFC executives serve on the boards of
directors and as executive officers of corporations in which AFC has a
significant investment. Directors' fees, salaries, and other compensation
paid by certain of those corporations (other than subsidiaries of AFC) to
such AFC executives are not included in the Compensation Table. In 1993,
AFC paid Keith E. Lindner salary, bonus and other compensation aggregating
approximately $2.1 million and made payments in 1993 in connection with the
exercise of Book Value Incentive Units amounting to $595,000.
AFC conducts its business throughout the world which requires AFC
executives to travel frequently. As a result, certain AFC subsidiaries
operate and lease corporate aircraft. To assure security and to minimize
travel time, AFC requires or encourages certain executives and their
families to utilize the corporate aircraft for personal travel. AFC does
not incur any significant additional costs by virtue of personal use of
such aircraft by executives and reports such use as additional compensation
for income tax purposes.
Directors who are not also AFC officers (Richard E. Lindner) receive
directors' fees at the rate of $50,000 annually plus $2,000 for each
meeting of the Board.
Compensation Committee Interlocks and Insider Participation
Prior to September 1992, the Audit Committee, comprised of former director
Charles E. Woodruff and Ronald F. Walker, recommended the compensation of
the Chief Executive Officer to be received by him from AFC and certain of
its wholly-owned subsidiaries. Since September 1992, the Board of
Directors has determined the compensation of the Chief Executive Officer.
The Executive Committee determines the compensation of other executive
officers of AFC. Compensation received by the Chief Executive Officer from
other public reporting subsidiaries is determined by the Boards of
Directors or committees thereof of such companies.
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The members of AFC's Board are Carl H. Lindner, Ronald F. Walker, Robert D.
Lindner and Richard E. Lindner. The first three serve as the Executive
Committee and are executive officers of AFC. Carl H. Lindner and Ronald F.
Walker are also members of the Boards of Directors of certain of AFC's
subsidiaries. Mr. Walker is a member of the Compensation/Stock Option
Committee of AFEI and a similar committee of American Annuity Group, Inc.
Carl H. Lindner is a member of the Boards of Directors and an executive
officer of AFEI and American Annuity Group, Inc. Carl H. Lindner and Mr.
Walker have had transactions with AFC and its subsidiaries which are
described under Item 13 "Certain Relationships and Related Transactions".
Option/SAR Information
Certain executive officers of AFC also serve as executive officers of AFC
subsidiaries and were granted employee stock options or SARs by such
subsidiaries. Information with respect to such option/SAR grants is
included in the following tables.
OPTION/SAR GRANTS IN 1993
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
for Option/SAR Term
Individual Grants (4)
(In Thousands)
Percent
of Total
Options/
Options/ SARs
SARs Granted
Granted To
Stock (1) Grantors' Exercise
Covered (# of Employees Price (2) Expiration
Name by Option/SAR Shares) in 1993 ($/Share) Date (3) 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner American Premier 50,000 11.5% $28.19 02/06/2003 $ 887 $2,247
General Cable 1,000 -- 3.63 06/04/2003 2 5
Ronald F. Walker -- -- -- -- -- -- --
Carl H. Lindner III American Premier 105,000 24.1% 28.19 02/06/2003 1,863 4,719
S. Craig Lindner American Annuity 125,000 22.7% 9.00 03/26/2003 911 2,117
American Premier 1,000 -- 31.38 06/04/2003 20 50
General Cable 1,000 -- 3.63 06/04/2003 2 5
James E. Evans American Premier 1,000 -- 31.38 06/04/2003 20 50
</TABLE>
(1) The American Premier options and American Annuity SARs generally
become exercisable to the extent of 20% per year, beginning one year
from the date of grant. The General Cable options are fully
exercisable at the date of grant.
(2) For American Premier and General Cable options, exercise price
represents the fair market value of the respective common stocks on
the date of grant. The American Annuity SARs were granted at an
initial grant price of $9.00. Thereafter, the grant price for SARs
equals the average of the high and low sales prices for shares of AAG
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Common Stock for the ten consecutive trading days immediately
preceding the date of grant. The closing market price of AAG Common
Stock on March 26, 1993, (date of S. Craig Lindner's grant) was
$10.00.
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(3) The options are subject to earlier termination in case of termination
of employment.
(4) For options and SARs, potential realizable values represent the
hypothetical future values that would be realizable if all of the
options and SARs were exercised immediately prior to their respective
expiration dates and the market price of common stock had appreciated
in value at the annual rates indicated. Such hypothetical future
values have not been discounted to their respective present values,
which are lower.
OPTION/SAR EXERCISES IN 1993 AND
OPTION/SAR VALUES AT DECEMBER 31, 1993(1)
<TABLE>
<CAPTION>
Value of Unexercised
in-the-Money
Options/SARs
Number of at December 31, 1993
Unexercised (2)
Stock Options/SARs ($)
Covere Shares Value at December 31, 1993
d Acquir Realized (# of Shares) (In Thousands)
by ed (2)
Exercisable Unexercisable Exercisable UnexercisableOptionon(In
/ Exerci Thousand
Name SAR se s)
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner -- -- -- -- -- -- --
Ronald F. Walker AFEI -- -- 7,500 -- $34 --
Carl H. Lindner III -- -- -- -- -- -- --
S. Craig Lindner AAG -- -- -- 125,000 -- $125
James E. Evans AFEI -- -- 107,000 8,000 629 40
</TABLE>
(1) Option/SAR exercises and year-end values are shown only for companies
which were subsidiaries at the date of exercise or at the valuation
date.
(2) Represents market value of the underlying Common Stock on date of
exercise or December 31, 1993, minus the option/SAR exercise price.
Share prices as of December 31, 1993, were as follows:
AFEI - $27.00 per share (PSE)
AAG - 10.00 per share (NYSE)
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ITEM 12
Security Ownership of Certain Beneficial Owners and Management
Beneficial ownership has been computed pursuant to Securities and
Exchange Commission Regulation 13d-3 under the Securities Exchange Act of
1934. Under that regulation, a person is deemed to own a security
beneficially if he has (or shares) the power to vote the security or to
dispose of it. Moreover, a person is deemed to own a security beneficially
if he has the right to acquire it within 60 days. Under these rules, more
than one person may be deemed the beneficial owner of the same security.
The following table sets forth information concerning those persons who
beneficially own more than 5% of AFC's Common Stock, its only voting
security, as of March 31, 1994:
Number of Percent of
Name Shares Common Stock
Carl H. Lindner (A) 7,749,210 40.9%
Carl H. Lindner III (B) 2,836,625 15.0%
S. Craig Lindner (C) 2,701,460 14.2%
Keith E. Lindner (D) 4,065,958 21.4%
Lindvest, an Ohio Partnership (E) 1,533,767 8.1%
(A) Includes 678,870 shares held by his wife.
(B) Includes 12,500 shares held by his wife.
(C) Includes 42,179 shares held by his wife individually and as
custodian of their minor children.
(D) Includes 920,742 shares he holds as trustee for the benefit
of certain members of his family. Also included are 12,500
shares which may be acquired through the exercise of stock
options which he holds and 25,000 shares which may be
acquired through the exercise of stock options he holds as
trustee.
(E) The general partners of Lindvest are Robert D. Lindner, Jr.,
Jeffrey S. Lindner, A. Bradford Lindner and David C.
Lindner, all of whom are sons of Robert D. Lindner.
The above table does not reflect that Robert D. Lindner also owns an
option to purchase 462,500 shares of AFC Common Stock which represents
approximately 2.4% of AFC's Common Stock.
The business address of the persons named above is One East Fourth
Street, Cincinnati, Ohio 45202; the business address of Lindvest is 3955
Montgomery Road, Cincinnati, Ohio 45212.
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The following table sets forth information concerning equity securities
of AFC and certain of its affiliates beneficially owned by each of the
directors and by all directors and officers as a group on March 31, 1994.
<TABLE>
<CAPTION>
AFC AFEI AAG
Common AFC Preferred StockCommon Common
Stock Series E Series F Stock Stock
<S> <C> <C> <C> <C> <C>
Carl H. Lindner (A) 7,749,210 -- -- -- --
40.9%
Richard E. Lindner -- -- -- -- --
Robert D. Lindner (B) 462,500 -- -- 9,500 --
2.4% *
Ronald F. Walker (C) -- -- -- 7,500 5,000
* *
All directors and
officers as
a group (D) 13,749,795 1,469 20,256 592,300 6,051
70.8% * * 4.3% *
*Less than 1%.
</TABLE>
(A) Includes 678,870 shares of AFC Common Stock held by his wife.
Does not include shares of AFEI and AAG Common Stock
beneficially owned by AFC.
(B) Represents shares of AFC Common Stock and AFEI Common Stock
which may be acquired upon exercise of stock options.
(C) Includes 7,500 shares of AFEI Common Stock which may be acquired
upon exercise of stock options.
(D) Includes 733,549 shares of AFC Common, 16,312 shares of AFC
Series F Preferred, 42,714 shares of AFEI Common Stock and 1,000
shares of AAG Common Stock held beneficially. Includes 462,500
shares of AFC Common Stock and 420,000 shares of AFEI Common
Stock which may be acquired upon exercise of stock options.
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ITEM 13
Certain Relationships and Related Transactions
AFC and its subsidiaries have had and expect to continue to have trans-
actions with AFC's directors, officers and members of their families. The
financial terms (costs, interest rates, collateral, risks of collectibility
and other) of these transactions are comparable to those prevailing at the
time of consummation which would apply to unrelated parties, unless noted
otherwise.
Asset Transactions
GAI and its subsidiaries had a loan outstanding since 1978 to a
partnership that includes as a partner the wife of Robert C. Lintz. The
loan bore interest at 9-1/2% and was secured by a first mortgage on
investment property. Mrs. Lintz was contingently liable for 25% of the
loan, the highest balance of which during 1993 was $2,648,000; the loan was
paid off in the first quarter of 1994.
In connection with the sale of investment securities in 1991 to seven
employees, including all executive officers except the Lindners, AFC
received three- and five-year unsecured notes bearing interest at 7%. The
highest balances due from each of these officers owing more than $60,000 at
any time since January 1, 1993, for the purchase of securities, and the
balances due at April 1, 1994, were: Evans - ($85,000 and $85,000); Heimann
($85,000 and $-0-); and Walker ($85,000 and $-0-).
In connection with the completion of GACC's plan of reorganization on
December 28, 1993, AFC received 2.3 million shares of new GACC Common Stock
in exchange for AFC's previous holdings of GACC stock and debt. On that
same date, AFC contributed $7.5 million of new capital in GACC in exchange
for $6,339,200 principal amount of 14% notes at par value and 94,837 shares
of GACC Common at $12.24 per share (the anticipated value of shares to be
distributed as disclosed in the bankruptcy court documents). Subsequently,
on December 28, 1993, AFC sold 170,995 shares of unregistered, restricted
GACC Common (including the 94,837 shares just purchased) to officers of AFC
and GACC and their subsidiaries at $12.24 per share in cash and notes.
This transaction included cash sales to the following AFC executive
officers: Evans - 20,000 shares; Heimann - 20,000 shares; Lintz - 20,000
shares; Mischell - 10,994 shares; Runk - 20,001 shares; and Walker - 20,000
shares. The closing price of registered, unrestricted shares on this first
day of trading in the new GACC shares was $16.75 per share.
Liability Transactions
In connection with a 1984 purchase and leaseback agreement between a
former investee and a partnership in which Carl H. Lindner and his sons are
partners, AFC guaranteed the principal and interest on the partnership's
$23.6 million note to the former investee. In 1993, the terms of the note
and guarantee were amended to eliminate the personal liability of the
partnership and its partners and to release AFC from its guarantee.
During 1993, AFC made principal payments aggregating $3 million on
installment notes related to a "put" executed in 1989 under an agreement
with certain members of the Robert D. Lindner family. The balance of the
notes was
$3 million at December 31, 1993. (See "Capital Subject to Put Option" in
Note I of Notes to Consolidated Financial Statements).
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At March 31, 1994, the holders of AFC's Common Stock also owned a
majority of the common stock of Provident Bancorp, Inc., parent of The
Provident Bank ("Provident"). In 1991, Provident assumed a $5 million loan
to an AFC resort real estate subsidiary from an unrelated bank. The loan
was repaid in 1994.
Operations (Income/Expense) Transactions
Subsidiaries of Provident make loans and provide trust, securities
brokerage and other miscellaneous banking services to AFC and its
subsidiaries. AFC and its subsidiaries provide various services to
Provident including appraisals of real estate and personal property and
security guard and insurance agency services. Provident also leases its
main banking and corporate offices from AFC subsidiaries. Facilities and
services provided by AFC for which charges exceeded $60,000 in 1993 were as
follows: approximately $1,076,000 for the lease of Provident's main
banking and corporate offices, $284,000 for travel related services,
$68,000 for payroll processing services and $100,000 for security guard
services. During 1993, AFC paid a Bancorp subsidiary $85,000 for
securities brokerage services.
In 1993, AFC and subsidiaries purchased automobiles, automobile repairs
and other merchandise used in AFC's business from various businesses owned
by relatives of Sandra W. Heimann for amounts aggregating approximately
$159,000.
During 1993, GAI leased an aircraft from a company owned by members of
the Richard E. Lindner family. GAI made lease payments of $480,000 under a
one-year agreement renewable at GAI's option. GAI also pays its
proportionate share of actual costs incurred for personnel, fuel and other
related items, based on actual usage.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to be signed on its behalf by
the undersigned, duly authorized.
AMERICAN FINANCIAL CORPORATION
BY:s/Fred J. Runk
Fred J. Runk
Vice President and Treasurer
Dated: April 29, 1994
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<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Amendment to be signed on its behalf by
the undersigned, duly authorized.
AMERICAN FINANCIAL CORPORATION
BY:
Fred J. Runk
Vice President and Treasurer
Dated: April 29, 1994
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