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As filed on March 10, 1994
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT No. 1
to
FORM T-3
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
AMERICAN FINANCIAL CORPORATION
One East Fourth Street
Cincinnati, Ohio 45202
SECURITIES TO BE ISSUED UNDER THE
INDENTURE TO BE QUALIFIED
Title of Class Amount
9-3/4% Debentures Due April 20, 2004 $750,000,000
Approximate date of proposed public offering:
As soon as practical after the effective
date of this application.
Name and address of agent for service:
James C. Kennedy, Esq.
Deputy General Counsel
American Financial Corporation
9th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
THE OBLIGOR HEREBY AMENDS THIS APPLICATION FOR QUALIFICATION ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVENESS
UNTIL (i) THE 20TH DAY AFTER THE FILING OF A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT IT SHALL SUPERSEDE THIS AMENDMENT;
OR (ii) SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION
307(c) OF THE ACT, MAY DETERMINE UPON THE WRITTEN REQUEST OF THE
OBLIGOR.
Page 1 of 13 Pages.
Exhibit Index appears on Page 10.
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GENERAL
(1) General Information. Furnish the following information
as to the applicant:
(a) Form of organization. American Financial Corpora-
tion ("AFC") is a corporation.
(b) State or other sovereign power under the laws of
which organized. AFC is organized under the laws of Ohio.
(2) Securities Act exemption applicable. State briefly the
facts relied upon by the applicant as a basis for the claim that
registration of indenture securities under the Securities Act of
1933 is not required.
Registration of the 9-3/4% Debentures Due April 20, 2004
(the "Debentures") under the Securities Act of 1933 is not
required by reason of the exemption provided by Section 3(a)(9)
thereof. The facts relied upon by it as a basis for such claim
follow.
The Debentures will be issued only to holders of outstanding
debt securities of AFC, who exchange them for the Debentures
pursuant to an exchange offer (the "Exchange Offer") which AFC is
making to such holders. The debt securities of AFC which are
exchangeable for Debentures are (i) 9-1/2% Subordinated Deben-
tures due April 22, 1999, (ii) 10% Debentures due October 20,
1999, (iii) 10% Debentures due October 20, 1999, Series A, (iv)
12% Debentures due September 3, 1999, (v) 12% Debentures due
September 3, 1999, Series A, (vi) 12% Debentures due September 3,
1999, Series B, (vii) 12-1/4% Debentures due September 15, 2003,
(viii) 13-1/2% Debentures due September 14, 2004, and (ix) 13-
1/2% Debentures due September 14, 2004, Series A (collectively,
the "Outstanding Debentures"). The terms and conditions of the
Exchange Offer are set forth in the Offering Circular and the
Letter of Transmittal which are being mailed to holders of the
Outstanding Debentures. Copies of such documents are filed as
exhibits to this application.
A maximum of $550,000,000 aggregate principal amount of
Debentures is to be offered pursuant to the Exchange Offer. The
Exchange Offer is not conditioned upon any minimum principal
amount of Outstanding Debentures being exchanged.
No sales of securities of the same class as the Debentures
have been or are to be made by AFC or by or through an underwrit-
er at or about the same time as the transaction for which the
exemption is claimed.
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No consideration has been or is to be given, directly or
indirectly, to any person in connection with the Exchange Offer
except for (i) the cash consideration to be paid to holders of
the Outstanding Debentures pursuant to the Exchange Offer, (ii)
the customary payments to be made in respect of the preparation,
printing and mailing of the offering materials and related
documents; (iii) the customary mailing and handling expenses
incurred by brokerage houses and other custodians, nominees and
fiduciaries, which hold Outstanding Debentures registered in
their names, in forwarding copies of the offering materials to
beneficial owners and in handling or forwarding tenders for their
clients; (iv) the fees and reasonable out-of-pocket expenses of
approximately $75,000, which has been retained to distribute
offering materials to brokerage houses and other custodians,
nominees and fiduciaries, which hold Outstanding Debentures on
behalf of other persons or entities; (v) the fees and reasonable
out-of-pocket expenses of Securities Transfer Company, which has
been retained as Exchange Agent in connection with the Exchange
Offer; and (vi) the fees and reasonable out-of-pocket expenses
and counsel fees of Star Bank, National Association, the intended
Indenture Trustee under the Indenture to be qualified.
In certain states, the Offering Circular may be transmitted
by a member firm of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. which
will be reimbursed for its expenses in such transmission.
No holder of any Outstanding Debentures has made, or will be
requested to make any cash payment to AFC in connection with the
Exchange Offer.
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AFFILIATIONS
(3) Affiliates. Furnish a list or diagram of all affili-
ates of the applicant and indicate the respective percentages of
voting securities or other bases of control.
As a result of stock ownership by AFC and its subsidiaries
at December 31, 1993, the following companies may be deemed to be
affiliates of AFC:
Percentage
of Common
State of Equity
Name of Company Incorporation Ownership
American Annuity Group, Inc. Delaware 80%
Great American Life Insurance Ohio 100(A)
Company
American Financial Enterprises, Inc. Connecticut 83%
Great American Holding Corporation Ohio 100
Great American Insurance Company Ohio 100
American Empire Surplus Lines Delaware 100
Insurance Company
American National Fire Insurance New York 100
Company
Great American Management Ohio 100
Services, Inc.
Mid-Continent Casualty Company Oklahoma 100
Stonewall Insurance Company Alabama 100
Transport Insurance Company Ohio 100
The Penn Central Corporation Pennsylvania 41
General Cable Corporation Delaware 45
Chiquita Brands International, Inc. New Jersey 46
Great American Communications Florida 19(B)
Company
(A) Represents ownership by American Annuity Group, Inc.
(B) Represents 21% of voting power.
The names of certain subsidiaries of AFC are omitted as such
subsidiaries in the aggregate would not constitute a significant
subsidiary.
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MANAGEMENT AND CONTROL
(4) Directors and Executive Officers. List the names and
complete mailing addresses of all directors and executive offi-
cers of the applicant and all persons chosen to become directors
or executive officers. Indicate all offices which the applicant
held or to be held by each person named.
Name Address Office(s)
Carl H. Lindner One East Fourth Street Chairman of the
Cincinnati, Ohio 45202 Board and Chief
Executive Officer
Richard E. Lindner One East Fourth Street Director
Cincinnati, Ohio 45202
Robert D. Lindner One East Fourth Street Vice Chairman of the
Cincinnati, Ohio 45202 Board
Ronald F. Walker One East Fourth Street Director, President
Cincinnati, Ohio 45202 and Chief Operating
Officer
Carl H. Lindner One East Fourth Street President of Great
III Cincinnati, Ohio 45202 American Insurance
Company and Chief
Operating Officer of
The Penn Central
Corporation
S. Craig Lindner One East Fourth Street President of
Cincinnati, Ohio 45202 American Annuity
Group, Inc. and
Senior Executive
Vice President of
American Money
Management
Corporation
James E. Evans One East Fourth Street Vice President and
Cincinnati, Ohio 45202 General Counsel
Sandra W. Heimann One East Fourth Street Vice President
Cincinnati, Ohio 45202
Robert C. Lintz One East Fourth Street Vice President
Cincinnati, Ohio 45202
Thomas E. Mischell One East Fourth Street Vice President
Cincinnati, Ohio 45202
Fred J. Runk One East Fourth Street Vice President and
Cincinnati, Ohio 45202 Treasurer
James C. Kennedy One East Fourth Street Deputy General Coun-
Cincinnati, Ohio 45202 sel and Secretary
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(5) Principal Owners of Voting Securities. Furnish the
following information as to each person owning 10 Percent or more
of the voting securities of the applicant.
Percentage
Title of Amount of Voting
Name and Complete Class Owned at Securities
Mailing Address Owned 12/31/93 Owned
Carl H. Lindner (A) Common 7,749,210 40.9%
One East Fourth Street Stock
Cincinnati, Ohio 45202
Carl H. Lindner III (B) Common 2,836,625 15.0%
One East Fourth Street Stock
Cincinnati, Ohio 45202
S. Craig Lindner (C) Common 2,701,460 14.2%
One East Fourth Street Stock
Cincinnati, Ohio 45202
Keith E. Lindner (D) Common 4,065,958 21.4%
One East Fourth Street Stock
Cincinnati, Ohio 45202
Lindvest, an Ohio Common 1,533,767 8.1%
partnership (E) Stock
3955 Montgomery Road
Cincinnati, Ohio 45212
(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 ac-
quired 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. Lindn-
er, 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
from AFC which represents approximately 2.4% of AFC's Common
Stock.
(6) Underwriters. Give the name and complete mailing
address of (a) each person who, within three years prior to the
date of filing the application, acted as an underwriter of any
securities of the obligor which were outstanding on the date of
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filing the application, and (b) each proposed principal under-
writer of the securities proposed to be offered. As to each
person specified in (a), give the title of each class of securi-
ties underwritten.
None.
CAPITAL SECURITIES
(7) Capitalization.
(a) Furnish the following information as to each
authorized class of securities of the applicant.
As of February 18, 1994
Amount
Title of Class Amount Authorized Outstanding
Common Stock, no par 32,300,000 shares 18,971,217
value
Series E Preferred 2,725,000 shares 504,711
Stock,
$10.50 par value
Series F Preferred 15,000,000 shares 13,753,254
Stock,
$1.00 par value
Series G Preferred 2,000,000 shares 364,158
Stock,
$1.00 par value
Series I Preferred 700,000 shares 150,212
Stock,
$.01 par value
12% Debentures Unlimited $201,873,000
(including Series A, B
and BV) due September
3, 1999
10% Debentures Unlimited $150,013,000
(including Series A)
due October 20, 1999
12-1/4% Debentures due $500,000,000 $128,294,000
September 15, 2003
13-1/2% Debentures Unlimited $73,546,000
(including Series A)
due September 14, 2004
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Amount
Title of Class Amount Authorized Outstanding
9-1/2% Subordinated $8,115,000 $7,708,000
Debentures due April
1999
(b) Give a brief outline of the voting rights of each
class of voting securities referred to in paragraph (a) above.
Each share of AFC's Common Stock is entitled to one
vote on the election of Directors and on all matters submitted to
the shareholders for their vote, consent, waiver, release or
other action. Shares of Common Stock have cumulative voting
rights with respect to the election of directors.
Subject to certain limitations, the Board of Directors
of AFC is authorized to issue the Preferred Stock in one or more
series, to fix the number of shares in each series, and to
determine the terms and features of the shares of each series,
including the voting rights, if any.
INDENTURE SECURITIES
(8) Analysis of Indenture Provisions. Insert at this point
the analysis of indenture provisions required under Section
305(a)(2) of the Act.
The Debentures are to be issued under an indenture to
be dated as of March ___, 1994 (the "Indenture") between AFC and
Star Bank, National Association (the "Trustee"). A copy of the
Indenture substantially in the form in which it is expected to be
executed is filed as an exhibit to this application. The follow-
ing is a brief analysis of certain provisions of the Indenture
required under Section 305(a)(2) of the Trust Indenture Act of
1939 and is subject to the detailed provisions of the Indenture,
to which reference is hereby made for a complete statement of
such provisions. Wherever particular provisions of the Indenture
or terms defined therein are referred to herein, such provisions
or definitions are incorporated by reference as a part of the
statements made, and the statements are qualified in their
entirety by such reference.
(A) Events of Default; Withholding of Notice Thereof
to Holders of the Debentures.
The following events are defined in the Indenture as
"Events of Default": 1.) failure to pay principal on the Deben-
tures when due for 20 days; 2.) failure to pay interest on the
Debentures when due for 30 days; 3.) failure to perform any other
covenants in the Indenture for 90 days after notice by the
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Trustee or at least 25% in the principal amount of the outstand-
ing Debentures; 4.) certain events of bankruptcy, insolvency or
reorganization of AFC; 5.) certain events of default in any bond,
mortgage, indenture or other instrument under which AFC has
issued or may in the future issue any debt in excess of $10,000,-
000 and such default has not been cured within 30 days after
notice to AFC; and 6.) AFC fails to pay any debt in excess of
$10,000,000 within 20 days after the maturity of such debt.
If any Event of Default occurs and is continuing, the
Trustee or the holders of at least 25% in outstanding principal
amount of the Debentures may declare the principal of and accrued
interest on all Debentures due and payable. The Indenture
provides that such declaration and its consequences may, in
certain events, be annulled by the holders of a majority in
principal amount of the outstanding Debentures.
The Indenture provides that the Trustee shall, within
90 days after a default occurs and is continuing and is known to
the Trustee, give to the holders notice of all such uncured
defaults (the term default includes the events specified above
without grace periods); provided that, except in the case of
default in the payment of principal of or interest on the Deben-
tures, the Trustee shall be protected in withholding such notice
if it in good faith determines that the withholding of such
notice is in the interests of the holders of the Debentures.
(B) Authentication and Delivery of New Debentures;
Application of Proceeds.
The Indenture provides that the Trustee or Authenticat-
ing Agent shall authenticate and deliver, upon the written order
of AFC, Debentures in the form specified in the Indenture up to
the aggregate principal amount of $750,000,000. The Indenture
also provides for authentication and delivery of the Debentures
in connection with their transfer, exchange or partial redemp-
tion, and in connection with temporary, mutilated, destroyed,
lost or stolen Debentures.
The issuance of Debentures pursuant to the Exchange
Offer shall result in no proceeds to AFC since such Debentures
shall be issued solely in exchange for Outstanding Debentures.
(C) Release or Substitution of Property Subject to
Lien.
Not Applicable.
(D) Satisfaction and Discharge of Indenture.
The Indenture provides that it shall terminate (a) upon
cancellation of the Debentures outstanding under the Indenture,
or (b) if AFC deposits with the Trustee money or U.S. Government
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Obligations sufficient to pay principal and interest on the
Debentures to maturity or earlier redemption. The Indenture also
provides that upon such deposit the Trustee shall execute a
proper instrument acknowledging the satisfaction and discharge of
the Indenture.
(E) Evidence as to Compliance with Conditions and
Covenants.
Under the Indenture, AFC is required to deliver to the
Trustee, within 120 days after the close of each fiscal year of
AFC, a certificate of specified officers of AFC to the effect
that in the course of the performance of their duties they would
normally obtain knowledge of any default by AFC in the perfor-
mance or fulfillment of any covenant, agreement or condition
contained in the Indenture and that they have no knowledge of any
such default (or specifying each such default of which they have
knowledge), and what action the Corporation is proposing to take
with respect thereto.
The Indenture also requires that any application,
demand or request by AFC for action by the Trustee must be
accompanied by an officers' certificate stating that all condi-
tions precedent, if any, provided for in the Indenture relating
to the proposed action have been complied with, together with an
opinion of counsel to the same effect.
(9) Other Obligors. Give the name and complete mailing
address of any person, other than the applicant, who is an
obligor upon the indenture securities.
None.
Contents of Application for Qualification. This application
for qualification comprises -
(a) Pages numbered 1 - 11, consecutively.
(b) The statement of eligibility and qualification of
each trustee under the indenture to be qualified.
(c) The following exhibits in addition to those filed
as part of the statement of eligibility and qualification of each
trustee:
Exhibit Description
T3A Articles of Incorporation of AFC, filed as Exhibit 3 to
AFC's Form 10-K for the year ended December 31, 1988.
T3B Code of Regulations of AFC, filed as Exhibit 3 to AFC's
Form 10-K for the year ended December 31, 1988.
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T3C Form of Indenture to be qualified, dated as of
March , 1994, filed as an exhibit to the original
Form T-3 filed February 22, 1994.
T3D Not applicable.
T3E(1) Form of Offering Circular, dated February 22, 1994 for
the Exchange Offer, filed as an exhibit to the original
Form T-3 filed February 22, 1994.
T3E(2) Form of Letter of Transmittal for the Exchange Offer,
filed as an exhibit to the original Form T-3 filed
February 22, 1994.
T3E(3) Form of Offering Circular Supplement, dated March 9,
1994.
T3F Cross reference sheet (included in Exhibit T3C).
SIGNATURES
Pursuant to the requirements of the Trust Indenture Act of
1939, the applicant, American Financial Corporation, a corpora-
tion organized and existing under the laws of the State of Ohio,
has duly caused this application to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be
hereunto affixed and attested, all in the City of Cincinnati, and
State of Ohio, on the 10th day of March, 1994.
AMERICAN FINANCIAL CORPORATION
By: /s/James E. Evans
James E. Evans
Vice President and General
Counsel
[SEAL]
Attest:
By: /s/James C. Kennedy
James C. Kennedy
Deputy General Counsel and
Secretary
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<TABLE>
AMERICAN
FINANCIAL
CORPORATION
SUPPLEMENT TO
OFFER TO EXCHANGE
To Increase Interest Rate on the Debentures Offered
American Financial Corporation ("AFC") hereby amends its offer to issue new
debentures for its presently outstanding debentures by increasing the interest rate of the
new debentures to 9-3/4% from 9-1/2%. The remaining terms and conditions set forth in the
Offering Circular dated February 22, 1994 ("Offering Circular") are not being amended.
AFC is offering to issue, upon the terms and conditions set forth in this Offering
Circular, $1,000 principal amount of its 9-3/4% Debentures due April 20, 2004 (the "New
Debentures") and cash representing a premium and accrued interest as set forth below in
exchange for each $1,000 principal amount of the following debentures (collectively, the
"Old Debentures").
<CAPTION>
IF YOU TENDER:
YOU WILL RECEIVE:
$1,000 Principal Amount of any of New
Accrued
the following Old Debentures: Debentures Plus
Premium Plus Interest
<S> <C> <C> <C>
9-1/2% Subordinated Debentures due April 22, 1999 $1,000 $20.00
Cash $ -0-
10% Debentures due October 20, 1999 $1,000 $20.00 Cash $ -0-
10% Debentures due October 20, 1999, Series A $1,000 $20.00 Cash $ -0-
12% Debentures due September 3, 1999 $1,000 $20.00 Cash $15.65
Cash
12% Debentures due September 3, 1999, Series A $1,000 $20.00 Cash $15.65
Cash
12% Debentures due September 3, 1999, Series B $1,000 $20.00 Cash $15.65
Cash
12-1/4% Debentures due September 15, 2003 $1,000 $57.50 Cash $11.98
Cash
13-1/2% Debentures due September 14, 2004 $1,000 $20.00 Cash $13.57
Cash
13-1/2% Debentures due September 14, 2004, Series A $1,000 $20.00
Cash $13.57 Cash
The above consideration is based on redemption prices plus accrued interest plus 2%
($20 cash per $1,000 principal amount) of Old Debentures. The 12-1/4% Debentures due 2003
are redeemable at 103.75% of principal amount. All of the other issues of Old Debentures
are redeemable at principal amount.
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Interest on the New Debentures accrues from April 20, 1994 and will be paid on April
20 and October 20 of each year. All regular semi-annual interest payments due in March
and April 1994 has been and will be paid on the Old Debentures, including those tendered
and accepted for exchange. Other than those payments and the cash payment for "accrued
interest" included in the Exchange Offer, no further interest will be paid on Old
Debentures tendered.
AFC believes that no gain or loss should be recognized by exchanging debenture
holders other than to the extent of the cash premium received. For a complete discussion
of the tax effects of the Exchange Offer, debenture holders should see the Offering
Circular -- "Certain Federal Income Tax Consequences" and consult their own tax advisors.
Following the Expiration Date, AFC will redeem as many of the Old Debentures
outstanding as it believes its resources will reasonably allow. AFC has called for
redemption its 13-1/2% Debentures and its 13-1/2% Series A Debentures. The redemption
date is April 11, 1994. Holders of either issue of 13-1/2% Debentures may accept the
Exchange Offer up to the Expiration Date.
THE EXCHANGE OFFER WILL EXPIRE ON MARCH 25, 1994 AT 5:00 P.M. EASTERN TIME,
UNLESS EXTENDED BY AFC WITH RESPECT TO ANY ISSUE OF OLD DEBENTURES.
THIS SUPPLEMENT IS DATED MARCH 9, 1994
The increased interest rate will be paid in connection with all debentures
exchanged in the Exchange Offer, including those tendered to AFC prior to the date of this supplement.
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