SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMERICAN INDEMNITY FINANCIAL CORPORATION
________________________________________
(Name of Issuer)
Common Stock, $3.33 1/3 par value
______________________________
(Title of Class of Securities)
026759-10-0
______________________________
(CUSIP Number)
Henry W. Hope, Esq., Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100, Houston, Texas 77010-3095, Tel. No.(713) 651-5459
____________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 21, 1988
______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [x] . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
of such class. See Rule 13d-7).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 12 Pages
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CUSIP NO. 026759-10-0 13 D Page 2 of 12 Pages
___________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
J. Fellman Seinsheimer, III
___________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
____________________________________________________________________
3 SEC USE ONLY
____________________________________________________________________
4 SOURCE OF FUNDS
OO
____________________________________________________________________
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
____________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
____________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 9,700 shares
___________________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 104,110 shares
___________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 9,700 shares
___________________________________________________
PERSON WITH 10 SHARED DISPOSITIVE POWER
104,110 shares
____________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
113,810 shares
____________________________________________________________________
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[x]
____________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
____________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
____________________________________________________________________
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $3.33 1/3 par
value (the "Common Stock"), of American Indemnity Financial
Corporation, a Texas corporation ("AIFC").
The address of the principal executive office of AIFC is
One American Indemnity Plaza, Galveston, Texas 77550.
Item 2. Identity and Background.
(a) J. Fellman Seinsheimer, III
(b) One American Indemnity Plaza, Galveston, Texas 77550
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to powers of attorney dated December 1, 1980, and
September 20, 1995 (collectively, the "Powers of Attorney"), J.
F. Seinsheimer, Jr. granted to his son, J. Fellman Seinsheimer,
III, the power to vote and dispose of certain shares of Common
Stock beneficially owned by J. F. Seinsheimer, Jr. No
consideration was paid by J. Fellman Seinsheimer, III to J. F.
Seinsheimer, Jr. in connection with the execution of the Powers
of Attorney.
Pursuant to the terms of the documents which established
the Jessie Lee Seinsheimer Trust (the "Seinsheimer Trust"), J.
Fellman Seinsheimer, III and J. F. Seinsheimer, Jr., as
co-trustees of such trust, share the power to vote and dispose of
the shares of the Company's Common Stock owned by the Seinsheimer
Trust. No consideration was paid by J. Fellman Seinsheimer, III
or J. F. Seinsheimer, Jr. in connection with being named
co-trustees of the Seinsheimer Trust.
Item 4. Purpose of Transaction.
The purpose of the Powers of Attorney is to permit J.
Fellman Seinsheimer, III to vote and dispose of certain shares of
Common Stock beneficially owned by his father, J. F.
Seinsheimer, Jr., if J. F. Seinsheimer, Jr. is unable to do so or
if J. F. Seinsheimer, Jr. requests J. Fellman Seinsheimer, III to
take such actions. To date, J. F. Seinsheimer, Jr. has exercised
sole voting and dispositive power over all shares of Common Stock
he beneficially owns and has not requested J. Fellman
Seinsheimer, III to take any actions with respect to such shares.
As of February 5, 1996, however, J. F. Seinsheimer, Jr. has
requested J. Fellman Seinsheimer, III to exercise the powers
granted under the Powers of Attorney to vote and dispose of
certain shares of Common Stock beneficially owned by J. F.
Seinsheimer, Jr. Neither J. Fellman Seinsheimer, III nor, to J.
Fellman Seinsheimer, III's knowledge, J.F. Seinsheimer, Jr., has
any plans or proposals with respect to the shares of Common Stock,
which are held for investment.
Both J. Fellman Seinsheimer, III and J. Fellman Seinsheimer,
Jr. , as co-trustees of the Seinsheimer Trust, share the power to
vote and dispose of the shares of the Company's Common Stock
owned by such trust.
Page 3 of 12 Pages
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Item 5. Interest in Securities of Issuer.
(a) Amount Beneficially Owned: 113,810 shares*
Percent of Class: 5.8%
(b) J. Fellman Seinsheimer, III:
Sole Voting Power: 9,700 shares*
Shared Voting Power: 104,110 shares**
Sole Dispositive Power: 9,700 shares*
Shared Dispositive Power: 104,110 shares**
J. F. Seinsheimer, Jr.:
Sole Voting Power: 479,444 shares
Shared Voting Power: 104,110 shares**
Sole Dispositive Power: 479,444 shares
Shared Dispositive Power: 104,110 shares**
* Includes 7,000 shares issuable upon the
exercise of options, but does not include 270 shares
owned of record by J. Fellman Seinsheimer, III's sons,
as to which he disclaims any beneficial ownership or
interest.
** Pursuant to the Powers of Attorney described above,
J. Fellman Seinsheimer, III and J. F. Seinsheimer, Jr.
share voting and dispositive power over 66,015 shares
(3.4%) of the Company's Common Stock owned of record by
J. F. Seinsheimer , Jr. Additionally , J. Fellman
Seinsheimer , III and J. F. Seinsheimer , Jr., as
co-trustees of the Seinsheimer Trust, share voting and
dispositive power over 38,095 shares (2.0) of the
Company's Common Stock owned by such trust.
Item 2 information for J. F. Seinsheimer, Jr.:
(a) J. F. Seinsheimer, Jr.
(b) 4809 Woodrow, Galveston, Texas 77551
(c) Not applicable
(d) Not applicable
(e) Not applicable
(f) U.S.A.
(c) Not applicable.
(d) Except as described in Item 5(b), no other person
is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Pursuant to the Powers of Attorney described in Items 3 and
4, J. Fellman Seinsheimer, III shares with J. F. Seinsheimer, Jr.
voting and dispositive powers over certain shares of Common Stock
beneficially owned by J. F. Seinsheimer, Jr. Additionally, pursuant
to the terms of the Seinsheimer Trust, J. Fellman Seinsheimer, III and
J. F. Seinsheimer, Jr. share voting and dispositive powers over the
shares of Common Stock owned by such trust.
Page 4 of 12 Pages
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Item 7. Material to be Filed as Exhibits.
7.1 Power of Attorney dated December 1, 1980.
7.2 Statutory Durable Power of Attorney dated September 20, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
February 14, 1996
__________________
Date
/s/ J. Fellman Seinsheimer, III
________________________________
J. Fellman Seinsheimer, III
Page 5 of 12 Pages
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EXHIBIT INDEX
7.1 Power of Attorney dated December 1, 1980.
7.2 Statutory Durable Power of Attorney dated September 20, 1995.
Page 6 of 12 Pages
<PAGE>
EXHIBIT 7.1
___________
STATUTORY DURABLE POWER OF ATTORNEY
____________________________________
NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND
SWEEPING. THEY ARE EXPLAINED IN THE DURABLE POWER OF ATTORNEY
ACT, CHAPTER XII, TEXAS PROBATE CODE. IF YOU HAVE ANY QUESTIONS
ABOUT THESE POWERS, OBTAIN COMPETENT LEGAL ADVICE. THIS DOCUMENT
DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL AND OTHER HEALTH-CARE
DECISIONS FOR YOU. YOU MAY REVOKE THIS POWER OF ATTORNEY IF YOU
LATER WISH TO DO SO.
THE STATE OF TEXAS )
)
COUNTY OF GALVESTON )
I, J. F. SEINSHEIMER, JR., of Galveston County, Texas, my
social security number being ###-##-####, appoint J. F.
SEINSHEIMER III, of Galveston County, Texas, as my agent
(attorney-in-fact) to act for me in any lawful way with respect
to the following initialed subjects:
TO GRANT ALL OF THE FOLLOWING POWERS, INITIAL THE LINE IN FRONT
OF (A) AND IGNORE THE LINES IN FRONT OF THE OTHER POWERS.
TO GRANT ONE OR MORE, BUT FEWER THAN ALL, OF THE FOLLOWING
POWERS, INITIAL THE LINE IN FRONT OF EACH POWER YOU ARE GRANTING.
TO WITHHOLD A POWER, DO NOT INITIAL THE LINE IN FRONT OF THAT
POWER. YOU MAY, BUT NEED NOT, CROSS OUT EACH POWER WITHHELD.
INITIAL
J.F.S. (A) ALL OF THE POWERS LISTED IN (B) THROUGH (N).
______ YOU NEED NOT INITIAL ANY OTHER LINES IF YOU
INITIAL LINE (A).
(B) real property transactions;
(C) tangible personal property transactions;
(D) stock and bond transactions;
(E) commodity and option transactions;
(F) banking and other financial institutions
transactions;
(G) business operating transactions;
(H) insurance and annuity transactions;
(I) estate, trust, and other beneficiary
transactions;
(J) claims and litigation;
Page 7 of 12 Pages
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(K) personal and family maintenance;
(L) benefits from social security, Medicare,
Medicaid, or other governmental programs or
civil or military service;
(M) retirement plan transactions;
(N) tax matters.
SPECIAL INSTRUCTIONS
ON THE FOLLOWING LINES YOU MAY GIVE SPECIAL
INSTRUCTIONS LIMITING OR EXTENDING THE POWERS GRANTED
TO YOUR AGENT.
_______________________________________________________
_______________________________________________________
_______________________________________________________
UNLESS YOU DIRECT OTHERWISE ABOVE THIS POWER OF
ATTORNEY IS EFFECTIVE IMMEDIATELY AND WILL CONTINUE
UNTIL IT IS REVOKED.
CHOOSE ONE OF THE FOLLOWING ALTERNATIVES BY CROSSING
OUT THE ALTERNATIVE NOT CHOSEN:
(A) This power of attorney is not affected
by my subsequent disability or incapacity.
(B) XXX This power of attorney becomes effective XXX
XXX upon my disability or incapacity. XXX
YOU SHOULD CHOOSE ALTERNATIVE (A) IF THIS POWER OF
ATTORNEY IS TO BECOME EFFECTIVE UPON THE DATE IT IS
EXECUTED.
IF NEITHER (A) NOR (B) IS CROSSED OUT, IT WILL BE ASSUMED
THAT YOU CHOSE ALTERNATIVE (A).
Page 8 of 12 Pages
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I agree that any third party who receives a copy of this
document must act under it. Revocation of the durable power of
attorney is not effective as to a third party until the third
party receives actual notice of the revocation. I agree to
indemnify the third party for any claims that arise against the
third party because of reliance on this power of attorney.
SIGNED this 20th day of September , 1995.
/s/ J.F. SEINSHEIMER, JR.
_________________________
J. F. SEINSHEIMER, JR.
THE STATE OF TEXAS )
)
COUNTY OF GALVESTON )
This document was acknowledged before me on the 20th day
of September , 1995, by J.F.SEINSHEIMER, JR.
/s/ SUSAN CHAPA
___________________________________________
NOTARY PUBLIC in and for the State of Texas
Susan Chapa
Page 9 of 12 Pages
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EXHIBIT 7.2
____________
THE STATE OF TEXAS )
)
COUNTY OF GALVESTON )
THAT I, J. F. Seinsheimer, Jr., of said State and County,
have MADE, CONSTITUTED, and APPOINTED, and by these presents do
MAKE, CONSTITUTE, and APPOINT J. F. Seinsheimer, III, of said
County and State, my true and lawful attorney, for me and in my
name, place and stead to do any and every act and exercise any
and every power that I might or could do or exercise through any
other person, including but not limited to the power to enter
into and take possession of any or all of the lands, tenements,
hereditaments, and real estate to or in which I am or may be in
any way entitled or interested; to contract to sell and convey
the same or any part thereof to any grantee whomsoever, for such
sum, on such terms, and with such agreements as to him shall seem
proper; to make, execute, acknowledge, and deliver good and
sufficient conveyances for the same upon any such consideration
and with any such clauses, covenants, and agreements to be
therein contained as my said attorney shall think fit and
convenient until the same shall be sold, to demise, lease, or
farm let the said real estate to such person or persons and for
such rent as he may see fit; and to ask, demand, recover,
collect, and receive all sums of money which shall become due and
owing to me by means of any such sale, conveyance, or lease, to
take all lawful ways and means for the recovery thereof, to
compound and agree for the same and to execute and deliver
sufficient acquittances, releases, and discharges therefor, as
well as of any lien or liens securing any obligation arising in
connection therewith, make, acknowledge, execute, and deliver
oil, gas and/or other mineral lease of such real estate or any
part thereof, alone, or in connection with any such leases of
other persons,
Page 10 of 12 Pages
<PAGE>
under such working of lease or leases as he may
consider to be proper; sell, assign, and transfer shares of stock
standing in my name on the books of any corporation and for that
purpose to make and execute all necessary acts of assignment and
transfer, including the power and the duty in such case to
deliver the certificates representing such shares, to endorse
thereon the assignment of such shares and to receive the
dividends upon such shares of stock and to vote said shares at
any an d all times and for any purpose whatsoever; to deposit in
any bank or savings and loan association all monies which shall
come to his hands as such attorney and all bills of exchange,
drafts, checks, promissory notes, and other securities for money
payable belonging to me and for that purpose to sign my name and
endorse the same either for deposit or for collection, and to
withdraw any and all said monies, bills of exchange, drafts,
checks, promissory notes, and other securities and for that
purpose to draw checks in my name, to borrow money and incur such
indebtedness as to him may seem proper and to give such security
for said indebtedness as may be deemed by him proper, it being my
intention hereby to vest in him a full and universal power of
attorney; and I agree and represent to those dealing with my said
attorney-in-fact that this power of attorney may be voluntarily
revoked alone by revocation entered of record in the office of
the County Clerk of Galveston County, Texas.
Page 11 of 12 Pages
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This power of attorney shall not terminate on my disability,
if the same should occur.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day
of December, 1980.
/s/ J. F. SEINSHEIMER, JR.
__________________________
J. F. SEINSHEIMER, JR.
THE STATE OF TEXAS )
)
COUNTY OF GALVESTON )
BEFORE ME, the undersigned authority, on this day personally
appeared J. F. Seinsheimer, Jr., known to me to be the person
whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER my hand and seal of office this 1st day of
December, 1980.
/s/ PATSY MEIER
________________________
NOTARY PUBLIC in and for
Galveston Co., Texas.
Patsy Meier
Page 12 of 12 Pages
