As filed with the Securities and Exchange Commission on August 22, 1997.
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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Financial Corporation
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(Exact name of registrant as specified in its charter)
Ohio 31-06248724
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(State of incorporation or organization) I.R.S. Employer Identification No.)
One East Fourth Street
Cincinnati, Ohio 45202
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(Address of principal executive offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is effec debt securities and is to be
tive upon filing pursuant to come effective simultaneously
General Instruction A(c)(1) with the effectiveness of a
please check the following concurrent registration state
box. [ ] ment under the Securities Act
of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which each class is to be
registered
Series J Preferred Stock
Without Par Value Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Regis
tered.
A description of the Series J Preferred Shares is included
in the Certificate of Designation attached hereto as Annex
A.
Item 2. Exhibits.
1. Articles of Incorporation (incorporated by
reference from Annex 1 to issuer's preliminary
Proxy Statement dated July 16, 1997).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN FINANCIAL CORPORATION
Date: August 22, 1997 BY: /S/ James C. Kennedy
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James C. Kennedy, Esq.
Title: Secretary
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ANNEX A
AMERICAN FINANCIAL CORPORATION
CERTIFICATE OF DESIGNATION, PREFERENCE AND
RIGHTS OF SERIES J PREFERRED STOCK
Certificate of Designation, Preferences and Rights of Preferred Stock by
Resolution of the Board of Directors providing for an issue of 3,150,000 shares
from a class of voting preferred stock, without par value, such series
designated "Series J Preferred Stock".
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Pursuant to the Merger Agreement dated July ___, 1997 pursuant to which
AFC Acquisition Corp., a wholly-owned subsidiary of the Company, would merge
with and into the Company ("Merger"), the Articles of Incorporation of the
Company are amended and restated as of the Effective Time of the Merger, thereby
providing, among other things, for the issue of a series of Preferred Stock of
the Company from the Company's class of 4,000,000 shares of Voting Preferred
Shares, without par value, to be designated "Series J Preferred Stock" ("Series
J Preferred Stock"), such issue to consist of 3,150,000 shares, which number of
shares may be increased or decreased (but not below the number of shares thereof
then outstanding) from time to time by the Board of Directors, and to the extent
that the voting rights, designations, powers, preferences and relative
participating, optional or other special rights and the qualifications,
limitations or restrictions of the Series J Preferred Stock are not stated and
expressed in the Articles of Incorporation, does hereby fix and herein state and
express the voting rights, designations, powers, preferences and relative
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof, as follows (all terms used herein which are
defined in the Articles of Incorporation shall be deemed to have the meanings
provided therein):
1. Voting. Except as provided below in paragraph 5, holders of shares of
Series J Preferred Stock are entitled to one vote per share on all matters to be
voted upon by shareholders of the Company, with holders of the Company's Common
Stock, and not as a separate class.
2. Dividends. The holders of the Series J Preferred Stock shall be
entitled to receive, when, as, and if declared by the Board of Directors and out
of the assets of the Company which are by law available for the payment of
dividends, cumulative preferential dividends in the manner and at the rates set
forth below. Each of said shares shall have an annual dividend rate of $1.90 and
no more. Dividends shall be payable in equal payments semi-annually on _____ and
_____ of each year to holders of record as of the preceding _____ 15 and _____
15.
Dividends on shares of Series J Preferred Sock shall be paid in
cash.
No dividend or other distribution whatsoever shall be declared or
paid upon or set apart for any class of stock or series thereof ranking junior
to the Series J Preferred Stock as to the payment of dividends, nor shall any
shares of any class of stock or series thereof ranking junior to the Series J
Preferred Stock as to payment of dividends be redeemed or purchased by the
Company or any subsidiary thereof, nor shall any moneys be paid to or made
available for a sinking fund for the redemption or purchase of any shares of any
class of stock or series thereof ranking junior to the Series J Preferred Stock
as to payment of dividends, unless in each instance, full dividends on all
outstanding shares of Series J Preferred Stock for all past dividend periods
shall have been paid at the rate fixed therefor.
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Dividends upon shares of the Series J Preferred Stock shall be
payable by check to the registered holders of Series J Preferred Stock at the
address set forth in the books and records of the Company or any transfer agent
and/or registrar appointed for the Series J Preferred Stock and shall commence
to accrue and be cumulative from their respective dates of issuance.
3. Rights on Liquidation or Cash-Out Merger.
A. (1) Upon the liquidation, dissolution or winding up of the affairs of
the Company, whether voluntary or involuntary, holders of shares of Series J
Preferred Stock shall be entitled to receive, out of assets of the Company
available for distribution to stockholders after satisfying claims of creditors,
a liquidating distribution in the amount of $22.35 per share, which shall be the
liquidation preference of such shares, plus an amount equal to accrued dividends
on each such share to and including the date fixed for payment of Series J
Preferred Stock, and no more.
(2) Such amount shall be paid to the holders of the Series J
Preferred Stock prior to any distribution or payment to the holders of any class
of stock or series thereof ranking junior to the Series J Preferred Stock in the
payment of dividends or distributions of assets on liquidation, dissolution or
winding up of the affairs of the Company.
(3) After the payment to holders of shares of Series J Preferred
Stock of the full amount of the liquidating distributions to which they are
entitled pursuant to the second next preceding sentence, holders of the shares
of Series J Preferred Stock (in their capacity as such holders) shall have no
right or claim to any of the remaining assets of the Company.
B. In any merger or consolidation of the Company with or into any other
corporation, including any person (including any individual, partnership,
corporation, trust, unincorporated association, joint venture or other entity)
controlled by, in control of, or under common control with the Company
("Affiliate"), or a merger or consolidation of any other corporation, including
any Affiliate, with or into the Company, which merger or consolidation by its
terms provides for the payment of only cash to holders of the Series J Preferred
Stock, each holder of Series J Preferred Stock shall be entitled to receive an
amount equal to the liquidation preference of the shares of Series J Preferred
Stock held by such holder, plus an amount equal to accrued dividends on such
shares to and including the date of payment thereof, and no more, in exchange
for such shares of Series J Preferred Stock (a "Cash-Out Merger").
C. Neither the sale, lease or exchange (for cash, stock, securities or
other consideration) of all or substantially all of the property and assets of
the Company, nor the merger or consolidation of any other corporation with or
into the Company, nor the merger or consolidation of the Company with or into
any other corporation, shall be deemed to be a dissolution, liquidation or
winding up of the affairs of the Company, voluntary or involuntary, for the
purposes of this Paragraph 3; provided, however, that any Cash-Out Merger shall
be deemed to be a liquidation of the Company solely for purposes of determining
the rights of the holders of shares of Series J Preferred Stock in respect of
such Cash-Out Merger.
D. If upon liquidation, dissolution or winding up of the affairs of the
Company, whether voluntary or involuntary, the assets of the Company available
for distribution to the holders of Series J Preferred Stock and any other
preferred stock of the Company, ranking upon liquidation on a parity with the
Series J Preferred Stock (the "Liquidation Preferred"), shall be insufficient to
pay the full amount of the liquidating distributions to which holders of Series
J Preferred Stock are entitled pursuant to Paragraph 3. A. and liquidating
distributions to which holders of the Liquidation Preferred are entitled, then
such assets shall be distributed among the holders of Series J Preferred Stock
and Liquidation Preferred ratably in proportion to the full amount of
distributions to which each holder of Series J Preferred Stock and Liquidation
Preferred would have been entitled.
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4. Redemption.
A. Optional Redemption. The Company shall not have the right to redeem any
shares of Series J Preferred Stock until [EIGHTH ANNIVERSARY OF ISSUANCE, 2005].
Thereafter, the Company shall have the right, at its option, and by resolution
of its Board of Directors, upon notice as required by Paragraph 4.B., to redeem
the Series J Preferred Stock out of funds legally available therefor, as a whole
or in part, at the redemption prices set forth below, plus all accrued dividends
thereon to the date fixed for redemption (against receipt of certificates
evidencing the shares redeemed), if redeemed during the twelve month period
beginning on ________ of the years indicated:
Year Amount Per Share
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2005 $ 23.02
2006 22.69
2007 and thereafter 22.35
B. Notice of Redemption. Notice of any redemption specifying the date
fixed for said redemption shall be mailed, postage prepaid, at least 25 days but
not more than 60 days prior to said redemption date to the holders of record of
the Series J Preferred Stock to be redeemed at their respective addresses as the
same shall appear on the books and records of the Company or any transfer agent
and/or registrar for the Series J Preferred Stock. If less than all of the
Series J Preferred Stock outstanding is to be redeemed, the Company shall select
by lot those shares which are to be redeemed. If such notice of redemption shall
have been mailed, and if on or before the redemption date specified in such
notice all funds necessary for such redemption shall have been set aside by the
Company separate and apart from its other funds, in trust for the account of the
holders of the shares so to be redeemed, so as to be and continue to be
available therefor, then, on and after said redemption date, notwithstanding
that any certificate for shares of the Series J Preferred Stock so called for
redemption shall not have been surrendered for cancellation, the shares
represented thereby so called for redemption shall be deemed to be no longer
outstanding, the right to receive dividends thereon shall cease to accrue, and
all rights with respect to such shares of the Series J Preferred Stock so called
for redemption shall forthwith cease and terminate, except for the right to
receive the amount set aside in trust for redemption thereof, but without
interest.
5. Rights in the Event of Dividend Arrearage; Class Voting Rights. In
addition to the voting rights set forth in paragraph 1 hereof, holders of Series
J Preferred Stock shall have the voting rights set forth below:
A. If at any time the Company shall not have paid full dividends for
each of four or more consecutive semi-annual dividends payable on the Series J
Preferred Stock pursuant to paragraph 2 hereof, the number of directors
constituting the Board of Directors of the Company shall be increased by two and
the holders of the Series J Preferred Stock shall have the right, voting as one
class, to elect the directors to fill such newly created directorships. This
right shall remain vested until all accrued dividends on any Series J Preferred
Stock have been paid, or declared and set apart for payment, at which time (i)
the right to so elect directors shall terminate (subject to revesting in the
case of any subsequent default of the kind described above); (ii) the term of
the directors then in office elected by such holders shall terminate; and (iii)
the number of directors constituting the Board of Directors of the Company shall
be reduced by the number of directors by which it was increased pursuant to this
subparagraph.
Whenever such right shall vest, it may be exercised initially
either at a special meeting of holders of such preferred stock or at any annual
stockholders' meeting, but thereafter it may be exercised at stockholders'
meetings called for the purpose of electing directors. A special meeting for the
exercise of such right shall be called by the Secretary of the Company as
promptly as possible, and in any event within 10 days after receipt of a written
request signed by the holders of record of at least 50% of the outstanding
shares of such preferred stock. Notwithstanding the provisions of this
subparagraph, 5A, no such special meeting shall be held during the 90-day period
preceding the date regularly fixed for the annual meeting of stockholders.
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Any director who shall have been elected by the holders of Series
J Preferred Stock shall hold office for a term expiring (subject to the earlier
termination of the arrearage in dividends) at the next annual meeting of
stockholders. During such term such directors may be removed at any time,
without cause, by, and only by, the affirmative votes of the holders of record
of a majority of the outstanding shares of Series J Preferred Stock given at a
special meeting of such stockholders called for the purpose, except as otherwise
provided by Ohio law with respect to cumulative voting rights. Any vacancy
created by such removal may also be filled at such meeting. A meeting for the
removal of a director elected by the holders of Series J Preferred Stock and the
filling of the vacancy created thereby shall be called by the Secretary of the
Company within 10 days after receipt of a written request signed by the holders
of record of at least 50% of the outstanding shares of such preferred stock.
Any vacancy caused by the death or resignation of a director who
shall have been elected by the holders of the Series J Preferred Stock may be
filled by the remaining director elected under these provisions, or if none, by
the holders of Series J Preferred Stock at a meeting called for such purpose.
Such meeting shall be called by the Secretary of the Company at the earliest
practicable date after any such death or resignation and in any event within 10
days after receipt of a written request signed by the holders of record of at
least 50% of the outstanding shares of such preferred stock.
At such meeting, the presence in person or by proxy of the
holders of a majority of the outstanding shares of the Series J Preferred Stock,
as the case may be, shall be required to constitute a quorum; in the absence of
a quorum, a majority of the holders of the Series J Preferred Stock present in
person or by proxy shall have the power to adjourn the meeting from time to time
without notice, other than announcement at the meeting, until a quorum shall be
present.
B. Any action requiring the vote of the Series J Preferred Stock voting
separately as a class under Ohio law shall be taken by the affirmative vote of
the holders of a two-thirds of such class or, if permitted by Ohio law, by the
affirmative consent of such majority.
