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
Date of report: December 9, 1994 Commission File No. 1-7361
(Date of earliest event reported)
AMERICAN FINANCIAL CORPORATION
Incorporated under the Laws of Ohio IRS Employer
Identification No. 31-0624874
One East Fourth Street
Cincinnati, Ohio 45202
Phone: (513) 579-2121
Former name or former address, if changed since last report - not
applicable.
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AMERICAN FINANCIAL CORPORATION
FORM 8-K
Item 5. Other Events.
Please see the News Release dated December 12, 1994 attached
hereto as Exhibit 1. The definitive agreement referred to in the
News release, the Agreement and Plan of Acquisition and
Reorganization among American Premier Group, Inc., American
Financial Corporation, American Premier Underwriters, Inc and
others dated December 9, 1994, was attached as Exhibit 2 to
Registration Statement No. 33-56813 on Form S-4 filed by American
Premier Group, Inc., and is incorporated herein by reference.
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 thereunto duly authorized.
AMERICAN FINANCIAL CORPORATION
December 16, 1994 By: James C. Kennedy
Via EDGAR James C. Kennedy
Deputy General Counsel and
Secretary
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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
securities of several publicly owned companies. Both AFC and
American Premier are Cincinnati-based companies.
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FOR FURTHER INFORMATION,
PLEASE CONTACT
Sandra W. Heimann
Telephone: 513-579-2121
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