<PAGE>
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, 1994 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
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This Form 10-K/A provides information required by Items 11, 12 & 13 of
Form 10-K.
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<PAGE>
PART III
ITEM 11
Executive Compensation
Compensation
The following table shows the aggregate compensation earned (in
thousands) for 1994, 1993 and 1992 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
------------------------
Other
Annual Long Term Other
Name and Compensa- Stock Incentive Compen-
Principal Position Year Salary Bonus tion(1) Options(2) Payouts(3) sation(4)
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner 1994 $1,129 $2,050 $143 --- --- $ 40
Chairman & Chief 1993 1,649 2,083 200 --- --- 117
Executive Officer 1992 1,816 2,700 260 --- --- 114
of AFC & Subsidiaries
Ronald F. Walker 1994 1,067 1,575 30 --- --- 53
President & Chief 1993 801 1,250 70 --- --- 93
Operating Officer 1992 1,336 2,075 81 --- $8,806 181
of AFC
Carl H. Lindner III 1994 529 784 13 --- --- 31
President of GAI & 1993 1,071 1,389 165 --- --- 88
American Premier 1992 1,514 1,825 171 --- 5,478 73
S. Craig Lindner 1994 1,570 1,350 106 --- --- 31
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
James E. Evans 1994 1,019 850 1 --- --- 31
Vice President & 1993 960 400 3 --- --- 64
General Counsel of AFC 1992 892 550 35 --- 2,264 90
===========================================
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<FN>
(1) This column includes amounts for (i) personal homeowners and
automobile insurance coverage, (ii) the use of corporate aircraft,
automobiles and housing, and (iii) excess interest paid on deferred
compensation.
<CAPTION>
Carl H. Ronald F. Carl H. S. Craig James E.
Lindner Walker Lindner III Lindner Evans
<S> <C> <C> <C> <C> <C>
1994
Insurance $ 10 --- $ 13 --- ---
Aircraft, etc. 133 $ 30 --- $106 $ 1
1993
Insurance 10 --- 15 19 ---
Aircraft, etc. 190 70 150 55 3
1992
Insurance 11 --- 7 17 ---
Aircraft, etc. 249 81 164 89 2
Interest --- --- --- --- 33
(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 1994" below.
(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.
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<PAGE>
(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.
<CAPTION>
Carl H. Ronald F. Carl H. S. Craig James E.
Lindner Walker Lindner III Lindner Evans
<S> <C> <C> <C> <C> <C>
1994
Directors fees --- $ 20 --- --- ---
ESORP $ 30 30 $ 30 $ 30 $ 30
Savings Plans --- --- --- --- ---
Retirement Plans --- --- --- --- ---
Term Life 10 3 1 1 1
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
</TABLE>
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<PAGE>
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 1994, AFC paid Keith E. Lindner salary, bonus
and other compensation aggregating approximately $2,199,000 and made
payments in 1994 in connection with the exercise of Book Value Incentive
Units amounting to $666,000.
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.
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. Certain directors have had transactions with AFC and its
subsidiaries which are described under Item 13 "Certain Relationships
and Related Transactions".
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<PAGE>
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 to
individuals named in the compensation table is included below.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN 1994
Individual Grants
Options/ Percent
SARs of Total
Granted Options/
Stock (1) SARs Exercise
Covered (# of Granted Price (2) Expiration
Name by Option/SAR Shares) in 1994 ($/Share) Date(3)
<S> <C> <C> <C> <C> <C>
Carl H. Lindner -- -- -- -- --
Ronald F. Walker American Annuity 10,000 1.5% $9.62 03/02/2004
Carl H. Lindner III -- -- -- -- --
S. Craig Lindner American Annuity 175,000 26.8% 9.62 03/02/2004
James E. Evans -- -- -- -- --
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
for Option/SAR Term (4)
5% 10%
<S> <C> <C>
Carl H. Lindner -- --
Ronald F. Walker $ 56,427 $ 146,834
Carl H. Lindner III -- --
S. Craig Lindner 987,472 2,569,585
James E. Evans -- --
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<PAGE>
<FN>
(1) The American Annuity SARs generally become exercisable to the
extent of 20% per year, beginning one year from the date of grant.
(2) The American Annuity SARs are granted at a grant price equal to the
average of the means between the high and low sales prices for
shares of AAG Common Stock for the ten consecutive trading days
immediately preceding the date of grant.
(3) The SARs 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.
</TABLE>
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES IN 1994 AND
OPTION/SAR VALUES AT DECEMBER 31, 1994(1)
Value of Unexercised
Stock Number of in-the-Money Options/SARs
Covered Shares Unexercised Options/SARs at December 31, 1994
by Acquired Value at December 31, 1994 (2)
Option/ on Realized (# of Shares) ($)
Name SAR Exercise (2) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C> <C>
Carl H. Lindner -- -- -- -- -- -- --
Ronald F. Walker AAG -- -- -- 10,000 -- $ 0
AFEI -- -- 7,500 -- $ 5,625 --
Carl H. Lindner III -- -- -- -- -- -- --
S. Craig Lindner AAG -- -- 25,000 275,000 15,500 62,000
James E. Evans AFEI -- -- 115,000 -- 237,500 --
<FN>
(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, 1994, minus the option/SAR exercise price.
Share prices as of December 31, 1994, were as follows:
AFEI - $23.25 per share (PSE)
AAG - 9.62 per share (NYSE)
</TABLE>
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<PAGE>
ITEM 12
Security Ownership of Certain Beneficial Owners and Management
On April 3, 1995, AFC was merged with a newly formed subsidiary of
American Premier Group, Inc. ("APG"), another new company formed to own
100% of the common stock of both AFC and American Premier Underwriters,
Inc. ("American Premier"). 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 APG voting
common stock. Holders of AFC Series F and G Preferred Stock were
granted voting rights equal to approximately 21% of the total voting
power of AFC shareholders immediately prior to the merger.
As of April 15, 1995, the only persons known to own beneficially
more than five percent of any class of outstanding voting securities of
AFC are:
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Percent
Beneficial Owner Title of Class Ownership Of Class
<S> <C> <C> <C>
American Premier Group Common Stock 19,733,717 100%
One East Fourth Street
Cincinnati, Ohio 45202
American Financial Corp. Series F Preferred 8,375,724
Employee Stock Ownership/ Series G Preferred 76,900
Retirement Plan 8,452,624 59.9%
One East Fourth Street
Cincinnati, Ohio 45202
</TABLE>
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<PAGE>
The following table sets forth information concerning equity
securities of AFC and the affiliates shown beneficially owned by each of
the directors and by all directors and executive officers as a group on
April 15, 1995.
<TABLE>
<CAPTION> APG
AFC Preferred Stock Common
Series E Series F Series G Stock
<S> <C> <C> <C> <C>
Carl H. Lindner (A) -- -- -- 11,775,349
22.7%
Richard E. Lindner -- -- -- --
Robert D. Lindner (B) -- 138,422 -- 663,828
1.0% 1.3%
Ronald F. Walker (C) -- -- -- 9,524
*
All directors and
executive officers
as a group (D) 900 162,501 51 22,252,913
* 1.2% * 42.5%
*Less than 1%.
<CAPTION>
AAG AFEI Chiquita Citicasters
Common Common Common Common
Stock Stock Stock Stock
<S> <C> <C> <C> <C>
Carl H. Lindner (A) -- -- 39,368 1,557,468
* 17.4%
Richard E. Lindner -- -- -- --
Robert D. Lindner (B) -- 10,000 -- --
*
Ronald F. Walker (C) 15,000 7,500 38,730 20,000
* * * *
All directors and
executive officers
as a group (D) 43,919 577,300 322,481 1,773,385
* 4.2% * 19.8%
*Less than 1%.
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<FN>
(A) Does not include shares beneficially owned by AFC or APG. Includes
652,722 shares of APG and 37,200 shares of Chiquita Common Stock
which may be acquired upon exercise of stock options and 101,317
shares of Citicasters Common Stock held by a charitable foundation
over which Mr. Lindner shares voting and/or dispositive power.
Includes 974,385 shares held by his spouse and 153 shares held in
his account under the American Premier 401(k) Retirement and
Savings Plan, over which he has investment power but not the power
to vote.
(B) Represents shares of AFEI Common Stock which may be acquired upon
exercise of stock options.
(C) Includes 7,500 shares of AFEI and 38,730 shares of Chiquita Common
Stock which may be acquired upon exercise of stock options.
(D) Includes 1,003,630 shares of APG, 407,500 shares of AFEI and
240,360 shares of Chiquita Common Stock which may be acquired upon
exercise of stock options. Also includes 1,435,904 shares of APG
Common Stock held in various trusts, over which the officers do not
have investment or voting powers and 884 shares of APG Common Stock
held in an account under the American Premier 401(k) Retirement and
Savings Plan, over which the officer has investment power but not
the power to vote.
</TABLE>
ITEM 13
Certain Relationships and Related Transactions
AFC and its subsidiaries have had and expect to continue to have
transactions 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 1994 was $568,000; the loan
was paid off in the first quarter of 1994.
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<PAGE>
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 balance due from Mr. Evans, the sole officer owing more
than $60,000 at any time since January 1, 1994, was $85,000; the balance
was paid in April 1995.
Liability Transactions
During 1994, AFC made final 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. (See
"Capital Subject to Put Option" in Note I of Notes to Consolidated
Financial Statements).
At April 15, 1995, AFC, the Carl Lindner family, and trusts for
their benefit, beneficially owned approximately 49% 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 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 1994 were as follows: approximately $1,233,000 for
the lease of Provident's main banking and corporate offices, and
$100,000 for security guard services.
At April 15, 1995, AFC and the Lindner family owned a majority of
the common stock of Citicasters Inc. Facilities and services provided
by AFC for which charges exceeded $60,000 in 1994 were as follows:
approximately $232,000 for the lease of Citicasters' corporate
headquarters, $944,000 for insurance coverage, and $674,000 for travel
related services.
In 1994, 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 $158,000.
During 1994, GAI leased an aircraft from a company owned by members
of the Richard E. Lindner family. GAI made lease payments of $328,000
under a one-year agreement renewable at each party'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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<PAGE>
In 1994, AFC paid United Dairy Farmers, Inc. approximately $190,000
for gift certificates given to employees of AFC and affiliates as
holiday gifts. Robert D. Lindner is principal owner of United Dairy
Farmers.
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
Fred J. Runk
Vice President and Treasurer
Dated: April 28, 1995
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