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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. 1-7361
(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) 579-2538
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AMERICAN FINANCIAL CORPORATION
FORM 8-K
Item 5. Other Events.
The merger of American Financial Corporation ("AFC")
with a newly-formed subsidiary of American Premier Group, Inc.
("New American Premier") was completed on April 3, 1995.
New American Premier was formed to own 100% of the
common stock of both AFC and American Premier Underwriters, Inc.
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 Underwriters,
Inc., including AFC and its subsidiaries, received the other 45%
of New American Premier's voting common stock.
Immediately preceding the transaction, AFC granted
voting rights to holders of its Series F and Series G Preferred
Stock such that holders of those shares have 21% of the total
votes. A copy of AFC's Amended and Restated Articles of
Incorporation is included as an exhibit.
Following completion of the merger, an AFC subsidiary
repaid $187 million of borrowings under its multi-bank revolving
credit facility. Also, as previously indicated, AFC called for
redemption all of its 12% Debentures due 1999 (aggregating $133
million) at par and all of its 12-1/4% Debentures due 2003 ($52
million) at 102.5% of par. The redemption date for each issue is
May 3, 1995.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits:
Exhibit Number
(referenced to Item 601 of Regulation 5-K)
(3)(i) Articles of Incorporation
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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 CORPORATION
April 7, 1995 By: /s/
Fred J. Runk
Vice President & Treasurer
Page 3 of 3
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
AMERICAN FINANCIAL CORPORATION
AS AMENDED THROUGH MARCH 31, 1995
FIRST
The name of said corporation shall be AMERICAN FINANCIAL
CORPORATION.
SECOND
The place in Ohio where its principal office is to be located is
One East Fourth Street, Cincinnati, Ohio.
THIRD
The purpose or purposes for which it is formed are:
(1) To buy, lease acquire, own, hold, exchange, sell, trade,
mortgage or encumber, maintain and repair and to do all
things necessary, incidental or related to the owning and
operating of a real estate business.
(2) To invest in, hold, sell, underwrite, pledge and otherwise
deal with stock, shares, bonds, debentures and securities of
any corporation, public or private, any sovereign
government, state government, governmental agency or
municipality; or obligations of any trust, syndicates,
partnerships or individuals, to make advances upon, hold in
trust, issue on commission, sell or dispose of any of the
investments aforesaid.
(3) To manufacture, grow, raise, purchase or otherwise acquire,
hold, own, sell, assign, transfer, lease, exchange, invest
in, mortgage, pledge, or otherwise encumber or dispose of
and generally to deal and trade in, goods, wares,
merchandise, crops, livestock, and property of every kind,
nature and description.
(4) To conduct a general agency business for the writing,
procuring and solicitation of insurance, to contract with
insurers and insurance companies, and to act for them as
general or special agents or in any other capacity,
excepting life insurance in which life insurance business
this company shall not in any way be authorized to act; to
contract with banks, trust companies and other fiduciaries
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as to all relations incident to the business herein
specified; and in general to day any and all acts and
business in any way connected with or incident to the
relations herein set forth.
(5) To carry on the business of insurance agents and brokers for
and in any and all classes and species of insurance
including theft, marine, fire, life, accident, indemnity,
guaranty, fidelity, casualty, windstorm, and workmen's
compensation insurance, excepting life insurance, and to act
as agent, manager, representative and attorney-in-fact for
underwriters and insurance companies in the issuance of any
such insurance, to carry on a general insurance agency
business, to carry on the business of adjusters in all its
branches, and to act as agent and representative for any
persons, firms, associations and corporations in connection
with any matter of salvage, including the adjustment,
settlement, payment and collection of salvage claims.
Provided, however, nothing in this paragraph shall authorize
the company to conduct any activity in the sale of life
insurance or to in any way act with respect to the sale of
life insurance.
(6) To transact and carry on all or any other business which may
be necessary, incidental, related or proper to the exercise
of any or all of the aforesaid purposes and powers.
(7) Generally, and without in any manner limiting or restricting
any of the independent powers herein above enumerated, to do
such acts and things and to exercise any and all powers to
the same extent as a natural person might or could lawfully
do to the extent allowed by law. In the execution of the
foregoing purposes and powers and in the attainment of the
objectives of the corporation, it shall have and possess all
powers granted to it by the statutes under which it is being
organized, including the power --
(a) To purchase, receive, lease as lessee, take by gift,
devise or bequest, or otherwise acquire, and to hold,
use, lease as lessor, encumber, sell, transfer and
dispose of property, real and personal, tangible, and
intangible, within or without the state.
(b) To make contracts and incur liabilities.
(c) To acquire, hold, encumber, transfer, guarantee and
dispose of shares, bonds, and other evidences of
indebtedness, securities, and contracts of other
persons, associations and corporations, domestic or
foreign, and to form or acquire the control of other
corporations.
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(d) To conduct business in this state and elsewhere.
(e) To borrow money, and to issue, sell and pledge its
bonds, notes and other evidences of indebtedness, and
to secure any of its obligations by mortgage, pledge
or deed of trust of all or any of its property.
(f) To purchase, own and hold, and to sell and transfer
(but not to vote) shares of its own capital stock if
and when the capital of the corporation is not
thereby impaired.
(g) To take licenses in respect of, use and operate or
manufacture under any letters patent of the United
States of America or any other country or government,
any applications therefor and any and all rights and
privileges connected therewith or any unpatented
processes therewith or any unpatented processes,
formulae or inventions, or any copyrights granted by
the United States of America or any other country or
government, or any trade-marks, trade names, trade
symbols, or other indications of origin and ownership
granted by, or recognized under the laws of the
United States of America or any other country or
government.
FOURTH
I. Authorized Capital. The Company is authorized to
issue shares of Capital Stock designated, described
and limited as follows:
A. COMMON STOCK WITHOUT PAR VALUE - 53.5 MILLION
SHARES AUTHORIZED
B. PREFERRED STOCK
1. $1 Par, Voting Cumulative Preferred Stock --
17 Million Shares Authorized, Consisting of
The Following Designated Series:
SERIES F - 15,000,000
SERIES G - 2,000,000
TOTAL 17,000,000
2. $10.50 Par, Nonvoting Cumulative Preferred
Stock -- 11.1 Million Shares Authorized,
Consisting of the Following Designated
Series:
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Not Serially Designated- 8,375,000
SERIES E - 2,725,000
TOTAL 11,100,000
3. $.01 Par, Nonvoting Cumulative Preferred
Stock -- 10 million authorized, which,
pursuant to a majority vote of all of its
members, the Board of Directors shall have
the right, with respect to any unissued or
treasury shares of $.01 Par, Nonvoting
Cumulative Preferred Stock, thereby to fix or
change:
a. the division of such shares into
series and the designation and
authorized number of shares of each
series, and
b. to provide for each such series:
(1) the dividend rates, dates of
payment of dividends, the
dates from which dividends
are cumulative;
(2) the amount payable in the
event of involuntary or
voluntary liquidation;
(3) redemption rights and terms
and prices;
(4) sinking fund provisions;
(5) conversion terms and
conditions for the conversion
of shares into the same or a
different number of shares of
any other class or any series
of the same or any other
class;
(6) voting rights in the event of
dividend arrearages;
(7) restrictions on the issuance
of shares of any class or
series; and
(8) such other designations,
preferences and relative
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participating options or
other special rights and
qualifications, powers,
limitations or restrictions
thereon as may be determined
by the Board of Directors;
all of the foregoing to the
extent authorized from time
to time by the laws of Ohio
concerning stock
corporations;
All of the foregoing to the extent authorized from time to
time by the laws of Ohio concerning stock corporations.
II. General Provisions.
A. Pre-emptive Rights. No holder of any shares of
the Company, whether Common or Cumulative
Preferred, shall have any pre-emptive rights to
subscribe for or to purchase any shares of the
Company of any class whether such shares or such
class be now or hereafter authorized or to
purchase or subscribe for securities convertible
into or exchangeable for shares of any class or to
which shall be attached or appertain any warrants
or rights entitling the holder thereof to purchase
or subscribe for shares of any class.
B. Dividend Rights. The holders of the Cumulative
Preferred Stock shall be entitled to receive
dividends out of any funds of the Company at the
time legally available for dividends when and as
declared by the Board of Directors at such rate
per share per annum as shall be fixed by the Board
of Directors for such series as hereinafter
provided before any sum shall be set apart or
applied to the redemption or purchase of or any
dividends shall be declared or paid upon or set
apart for the Common Stock. In the event of any
liquidation, dissolution or winding up of the
Company, the holders of Cumulative Preferred Stock
shall be entitled to receive out of the assets of
the Company payment of an amount per share as
determined by the Board of Directors as a
liquidation price as hereinafter provided
(including accrued dividends, if any) before any
distribution of assets shall be made to the
holders of the Common Stock.
C. Voting Rights. The voting power of the Company
shall reside in the Common Stock and the $1 par
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Voting Cumulative Preferred Stock except as set
forth hereafter with respect to the Cumulative
Preferred Stock.
The following provisions apply to the accrual and
termination of voting rights with respect to the
Cumulative Preferred Stock.
1. Holders of $1 PAR VOTING CUMULATIVE PREFERRED
STOCK shall have the additional voting rights
set forth herein if and whenever the Company
shall be in arrears on the declaration of
payment of dividends on the outstanding $1
Par Voting Cumulative Preferred Stock in an
amount equivalent to Six (6) full quarterly
dividends thereon, in which case the holders
of the $1 Par Voting Cumulative Preferred
Stock, voting separately as a class, shall be
entitled to elect two Directors out of the
then number of Directors of the Company, such
rights shall continue until full cumulative
dividends for all past dividend periods and
the dividend for the current dividend period
on the $1 Par Voting Cumulative Preferred
Stock shall have been declared and paid or
provided for.
2. Holders of the $10.50 PAR NONVOTING
CUMULATIVE PREFERRED STOCK shall have no
voting rights except that if and whenever the
Company shall be in arrears on the
declaration of payment of dividends on said
Stock as hereinafter provided, or be in
default of its obligation to redeem said
Stock in holders of all of the $10.50 Par
Shares, voting separately as a class, shall
be entitled to elect, at any one time, the
highest number of Directors of the Company
that results from applying the two following
formulae:
During any time in which the following number
of semi-annual installments of dividends
whether or not consecutive have not been paid
in whole or in part when due, and as long as
the same remain unpaid in whole or in part,
or in which the following number of
redemption payments, whether or not
consecutive, have not been made when due, and
as long as they are not made in whole or in
part:
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Number of Number of Authorized
Semi-Annual Annual Number of
Dividend Redemption AFC
Installments Payments Directors
2 1 Smallest
number
constitutingat
least 25%
4 2 Smallest
number
constituting
at
least 40%
6 3 Smallest
Number
constituting a
majority
3. In the event voting rights accrue to the
holders of Cumulative Preferred Stock as
described in (1) and/or (2) above, then
holders of the Voting Stock of the Company,
voting separately as a class, shall be
entitled to elect the remainder of the Board
of Directors.
D. Cumulative Rights. No holder of any shares of the
Corporation, whether now in existence or hereafter
created, whether Common or Cumulative Preferred,
shall have any right to vote cumulatively in the
election of directors. The voting power of the
Company shall reside in the Common Stock except as
set forth herein with respect to the Cumulative
Preferred Stock.
III. Preferred Stock Series Designations.
The Board of Directors shall have the right to adopt
amendments to the Articles with respect to any
unissued or treasury shares of Cumulative Preferred
Stock and thereby to fix or change: the division of
such shares into series and the designation and
authorized number of shares of each series; the
dividend rate; the dates of payment of dividends; the
dates from which dividends are cumulative;
liquidation price; redemption rights and price;
sinking fund requirement; conversion rights; and
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restrictions on the issuance of shares of any class
or series.
The specific series of Cumulative Preferred Stock
designated are as follows:
SERIES E
2,725,000 Shares of the $10.50 Par, Nonvoting
Cumulative Preferred Stock shall be designated as
Series E (hereinafter referred to as "Share" or
"Shares") and shall be issuable upon the following
terms and conditions.:
A. Dividend. Each of said Shares shall have an
annual dividend rate of $1 and no more. Said
annual dividend shall be payable in equal semi-
annual installments on the third day of June and
December in each year to holders of record as of
the 15th day of the preceding month, commencing
June, 1976. The holders of said Shares shall be
entitled to receive dividends out of any funds of
the Company which at the time are legally
available for dividends before any sum shall be
set apart or applied to (i) the redemption or
purchase of or any dividends shall be declared or
paid upon or set apart for the Common Stock, or
(ii) the purchase of any Shares.
B. Redemption. None of said Shares shall be redeemed
before 1986. In each of the years 1986 to 1995,
inclusive, the Company shall be obligated to
redeem on December 3, 10% of the total number of
said Shares originally issued at the par value of
$10.50 for each of said Shares so redeemed, plus
any accrued but unpaid dividends. This obligation
is subject to credits at the Company's option for
the number of said Shares purchased or redeemed by
the Company otherwise than pursuant to this
requirement, and not theretofore made the basis of
any reduction in the aforesaid obligation. In
addition to the aforesaid obligation to redeem
said Shares, the Company may, at its option,
redeem an additional 10% of said Shares originally
issued in each of the years 1986 to 1995,
inclusive, at the par value of $10.50 per share,
plus any accrued but unpaid dividends, such
optional right of redemption being cumulative.
Any Shares redeemed pursuant to subparagraph B or
which are made the basis for any reduction in the
obligation pursuant to subparagraph B shall
promptly be cancelled and shall not thereafter be
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reissued. With respect to the Shares to be
redeemed in any year, the Company shall select by
lot those Shares which are to be redeemed.
C. Liquidation. Upon any dissolution, liquidation or
winding up of the Company, the holders of each of
said shares shall be entitled to receive, before
any payment to holders of Common Shares, all
accrued but unpaid dividends, plus the par value
of $10.50 per share and no more. The
consolidation or merger of the Company, at any
time, with another corporation, or a sale of
substantially all of the assets of the Company,
shall not be construed as a dissolution,
liquidation or winding up of the Company within
the meaning hereof.
D. Voting. Notwithstanding anything to the contrary
contained in this Article Fourth, holders of said
Shares shall have no voting rights except that if
and whenever the Company shall be in arrears on
the declaration of payment of two or more semi-
annual dividends, or be in default of its
obligation to redeem said shares, as provided in
subparagraph B above, the holders of all of said
Shares, voting separately as a class, shall be
entitled to elect two directors of the Company.
E. Pre-emptive Rights. No holder of any of the
Shares shall have any preemptive rights to
subscribe for or to purchase any shares of the
Company of any class whether such shares or such
class be now or hereafter authorized or to
purchase or subscribe for securities convertible
into or exchangeable for shares of any class or to
which shall be attached or appertain any warrants
or rights entitling the holder thereof to purchase
or subscribe for shares of any class.
F. Amendment to Articles. The Company shall not,
except upon the affirmative vote of the holders of
a majority of the Shares outstanding at the time,
amend these Articles of Incorporation in any
manner that would result in said Shares being
subordinate in terms or preference as to payments
of dividends or payments on liquidation to any
other Preferred Stock of the Company.
G. Governing Terms. In the event that the express
terms and conditions under the heading "Series E"
are inconsistent with other provisions of Article
Fourth with respect to the terms of the Shares,
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then such terms as are expressed under the heading
"Series E" shall prevail.
SERIES F
15,000,000 shares of the $1 Par, Voting Cumulative
Preferred Stock shall be designated as Series F
(hereinafter referred to as "Share" or "Shares") and
shall be issuable upon the following terms and
conditions:
A. Dividend. Each of said Shares shall have an
annual dividend rate of $1.80 and no more. Said
annual dividend shall be payable in equal semi-
annual installments on the 3rd day of June and
December in each year to holders of record as of
the 15th day of the preceding month, commencing
June 3, 1978. The holders of said Shares shall be
entitled to receive dividends out of any funds of
the Company which at the time are legally
available for dividends before any sum shall be
set apart or applied to (i) the redemption or
purchase of or any dividends shall be declared or
paid upon or set apart for the Common Stock, or
(ii) the purchase of any shares.
B. Redemption. None of said Shares shall be redeemed
before 1987. In each of the years 1987 to 1996,
inclusive, the Company may redeem on December 3,
up to 10% of the total number of said Shares
originally issued at $20 for each of said Shares
so redeemed, plus any accrued but unpaid
dividends. Any Shares redeemed pursuant to
Subparagraph B shall promptly be cancelled and
shall not thereafter be reissued as Series F
Voting Cumulative Preferred Stock, but shall be
restored to the status of authorized $1 Par
Voting, Cumulative Preferred Stock. With respect
to the Shares to be redeemed in any year, the
Company shall select by lot those Shares which are
to be redeemed.
C. Liquidation. Upon any dissolution, liquidation or
winding up of the Company, the holders of each of
said Shares shall be entitled to receive, before
any payment to holders of Common Shares, all
accrued but unpaid dividends, plus a liquidation
value of $20 per share and no more. The
consolidation or merger of the Company, at any
time, with another corporation, or a sale of
substantially all of the assets of the Company,
shall not be construed as a dissolution,
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liquidation or winding up of the Company within
the meaning hereof.
D. Amendment to Articles. The Company shall not,
except upon the affirmative vote of the holders of
a majority of the Shares outstanding at the time,
amend these Articles of Incorporation in any
manner that would result in said Shares being
subordinate in terms of preference as to payments
of dividends or payments on liquidation to any
other Preferred Stock of the Company.
E. Pre-emptive Rights. No holder of any of the
Shares shall have any pre-emptive rights to
subscribe for or to purchase any shares of the
Company of any class whether such shares or such
class be now or hereafter authorized or to
purchase or subscribe for securities convertible
into or exchangeable for shares of any class or to
which shall be attached or appertain any warrants
or rights entitling the holder thereof to purchase
or subscribe for shares of any class.
F. Governing Terms. In the event that the express
terms and conditions under the heading "Series F"
are inconsistent with other provisions of Article
Fourth with respect to the terms of the Shares,
then such terms as are expressed under the heading
"Series F" shall prevail.
SERIES G
2,000,000 shares of the $1 Par, Voting Cumulative
Preferred Stock shall be designated as Series G
(hereinafter referred to as "Share" or "Shares"), and
shall be issuable upon the following terms and
conditions:
A. Dividend. Each of the Shares shall have an annual
dividend rate of $1.05 and no more. Said annual
dividend shall be payable in equal semi-annual
installments on the third day of March and
September in each year to holders of record as of
the 15th day of the preceding month, commencing
March 3, 1980. The holder of Shares shall be
entitled to receive dividends out of any funds of
the Company, which at the time are legally
available for dividends before any sum shall be
set apart or applied to (i) the redemption or
purchase of or any dividend shall be declared or
paid upon or set apart for the common stock, or
(ii) the purchase of any Shares.
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B. Redemption. None of the Shares shall be redeemed
before March 3, 1985. At any time or from time to
time after March 2, 1985, the Company may redeem
all or any part of the Shares at a redemption
price of $10.50 per share plus any accrued or
declared but unpaid dividends. Any shares
redeemed pursuant to this subparagraph B shall
promptly be cancelled and shall not be thereafter
reissued as Series G Voting Cumulative Preferred
Stock, but shall be restored to the status of
authorized $1 Par, Voting Cumulative Preferred
Stock. With respect to the Shares to be redeemed,
the Company shall select by lot those shares which
are to be redeemed.
C. Liquidation. Upon any dissolution, liquidation or
winding up of the Company, the holders of the
Shares shall be entitled to receive, before any
payment to holders of common shares, all accrued
or declared but unpaid dividends, plus a
liquidation price of $10.50 per Share and no more.
The consolidation or merger of the Company, at any
time, with another corporation, or a sale of
substantially all of these assets of the Company,
shall not be construed as a dissolution,
liquidation or winding up of the Company within
the meaning hereof.
D. Amendment to Articles. The Company shall not,
except upon the affirmative vote of the holders of
a majority of the Shares outstanding, at the time,
amend these Articles of Incorporation in any
manner that would result in the Shares being
subordinate in terms of preference as to payment
of dividends or payments on liquidation to any
other preferred stock of the Company.
E. Pre-emptive Rights. No holder of any of the
Shares shall have any pre-emptive rights to
subscribe for or to purchase any shares of the
Company or any class whether such shares or such
class be now or hereafter authorized to purchase
or subscribe for securities convertible into or
exercisable for shares of any class or to which
shall be attached or appertain any warrants or
rights entitled the holder thereof to purchase or
subscribe for any shares of any class.
F. Governing Terms. In the event that the express
terms and conditions under the heading "Series G"
are inconsistent with other provisions of Article
Fourth with respect to the terms of the Shares,
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then such terms as are expressed under the heading
"Series G" shall prevail.
FIFTH
The provisions of Ohio Revised Code Section 1701.831 or any
successor provisions relating to control share acquisitions shall
not be applicable to this Corporation.
SIXTH
These Restated and Amended Articles of Incorporation of American
Financial Corporation, as amended through March 31, 1995, take
the place of and supersede the existing Articles of Incorporation
of the Corporation as hereto restated and amended.
IN WITNESS WHEREOF, the undersigned have hereunto set their
respective hands on behalf of the Company as of the 31st day of
March, 1995.
AMERICAN FINANCIAL CORPORATION
By: James E. Evans
James E. Evans, Vice President
By: James C. Kennedy
James C. Kennedy, Secretary
