SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 1994
AMERICAN PREMIER UNDERWRITERS, INC.
(Exact name of registrant as specified in charter)
Pennsylvania 1-1569 23-6000765
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One East Fourth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513)-579-6600
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Item 5. Other Events.
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On December 9, 1994, the Registrant entered into an
Agreement and Plan of Acquisition and Reorganization (the
"Agreement") with American Financial Corporation ("AFC") pursuant
to which the Registrant will acquire AFC through the issuance to
AFC's shareholders of 28.6 million common shares of a new entity
that would be created to own both the Registrant and AFC. As
part of the Agreement, each outstanding common share of the
Registrant would be converted into one common share of the new
entity, which would be named American Premier Group, Inc.
Copies of the Agreement and the Registrant's press release
announcing the Agreement are filed as Exhibits (2) and (20)
hereto, respectively, and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
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and Exhibits.
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(c) Exhibits:
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K)
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(2) Agreement and Plan of Acquisition and Reorganization
by and among American Premier Group, Inc., the
Registrant, American Premier Sub, Inc., American
Financial Corporation and AFC Sub, Inc. dated as
of December 9, 1994, incorporated by reference to
Exhibit 2 to the Registration Statement on Form S-4
No. 33-56813 (filed December 12, 1994) of American
Premier Group, Inc.
(20) Registrant's press release, dated December 12,
1994.
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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 thereunto duly author-
ized.
AMERICAN PREMIER UNDERWRITERS, INC.
Date: December 16, 1994 By: Robert W. Olson
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Robert W. Olson
Senior Vice President,
General Counsel and Secretary
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EXHIBIT (20)
American Premier Underwriters, Inc.
One East Fourth Street
Cincinnati, OH 45202
(513) 579-6600
Contact: Philip A. Hagel
Vice President - Treasurer
News Release
FOR IMMEDIATE RELEASE
December 12, 1994
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AMERICAN PREMIER UNDERWRITERS AGREES TO
ACQUIRE AMERICAN FINANCIAL CORPORATION
Cincinnati, Ohio -- December 12, 1994 -- American Premier
Underwriters, Inc. (NYSE-APZ) announced that it has signed a definitive
agreement to acquire American Financial Corporation (AFC) through the
issuance to AFC's shareholders of 28.6 million common shares of a new
entity that would be created to own both American Premier and AFC. As
part of the agreement, each outstanding American Premier common share
would be converted into one common share of the new entity, which would
be named American Premier Group, Inc. (New American Premier). Because
the 18.7 million American Premier common shares currently owned by AFC
would in effect be purchased by New American Premier, the net increase
in outstanding shares resulting from the transaction would be 9.9
million shares. The closing price of American Premier common stock on
the NYSE Composite Tape on December 9, 1994 was $24 1/4.
American Premier also announced that it has increased the
quarterly cash dividend on its common stock from $.22 per share to $.25
per share (an indicated annual rate of $1.00 per share). A $.25 per
share dividend will be payable on January 13, 1995 to holders of record
on December 30, 1994. American Premier also announced that it intends
to reactivate its stock repurchase program, under which management is
authorized to repurchase up to 5 million shares of American Premier
common stock, at market prices, from time to time in open market or
privately negotiated transactions.
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NEWS
RELEASE -2-
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AFC is principally engaged in multi-line property and
casualty businesses through its wholly-owned Great American Insurance
Group. Approximately 55% of Great American's net written premiums for
the first nine months of 1994 came from specialty lines, with the
balance being produced by commercial and personal lines. AFC also owns
80% of American Annuity Group, Inc. which sells tax-deferred annuities.
AFC's non-insurance assets include a 46% interest in Chiquita Brands
International, Inc., a world-wide marketer and producer of bananas and
other food products, and a 36% interest in Citicasters Inc., which owns
a group of radio and TV broadcast stations.
As noted, AFC also owns 18.7 million shares of American
Premier common stock (representing 40.4% of the outstanding shares),
which would be treated as repurchased treasury shares of New American
Premier if the proposed transaction is consummated. Upon completion of
the acquisition, the current shareholders of AFC, consisting of Carl H.
Lindner, members of his family and trusts for their benefit, would own
28.6 million New American Premier common shares, representing 50.9% of
the approximately 56.2 million New American Premier common shares that
would be then outstanding. Mr. Lindner is chairman and chief executive
officer of both American Premier and AFC and would continue in that
role with New American Premier.
Carl H. Lindner, chairman and chief executive officer of
American Premier, said: "This transaction represents a special
opportunity for American Premier to fulfill its strategic objective of
complementing existing insurance operations through high-quality
acquisitions in the property and casualty insurance area. Currently
generating about $1.4 billion of annual net earned premiums, Great
American Insurance is one of the nation's premier property and casualty
insurers, with a combined ratio that has consistently outperformed the
industry average over the last decade. Upon completion of the
acquisition, we expect Great American Insurance, as well as AFC's other
valuable assets, to provide a substantial immediate boost to the
earnings per share of New American Premier."
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NEWS
RELEASE -3-
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Mr. Lindner continued: "The acquisition will enable American
Premier to make immediate and profitable use of the most of its $820
million of cash equivalent assets. Approximately $750 million would be
earmarked for the early retirement of relatively expensive AFC and
American Premier debt, which would have an additional positive impact
on New American Premier's earnings per share."
Carl H. Lindner III, president and chief operating officer of
American Premier, said: "The combined property and casualty businesses
of American Premier and Great American will represent a significant
position in the property and casualty industry, with about $3 billion
of net written premiums, $8 billion of property and casualty assets and
$1.5 billion of statutory capital. I am personally excited about the
future prospects for New American Premier, which would derive about 80%
of its premiums from specialty lines of business, which we believe have
great profit and growth potential."
The acquisition agreement, which will be submitted to
American Premier's shareholders for their approval, was approved by a
special committee of American Premier independent directors. In
approving the agreement, the committee relied on, among other things,
an opinion of Furman Selz Incorporated that the number of New American
Premier shares to be issued for AFC is fair to the American Premier
shareholders (other than AFC) from a financial point of view.
Alfred W. Martinelli, chairman of American Premier's special
committee, said: "The greatest challenge for American Premier in recent
years has been to identify the best use for its substantial cash
assets. In the committee's judgment, the proposed transaction is not
only very attractive for American Premier shareholders on its own
terms, but it also enables a better utilization of American Premier's
cash than other opportunities that are currently available or that we
have considered in the past, such as different potential acquisitions
or large-scale stock repurchases."
AFC had revenues and net income of $2.7 billion and $220
million, respectively, for 1993 and $1.6 billion and $40 million,
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NEWS
RELEASE -4-
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respectively, for the first nine months of 1994. AFC's common
shareholders' equity at September 30, 1994 was $303.4 million.
Consummation of the transaction is subject to certain
conditions, including approval by American Premier shareholders at a
meeting expected to be held in early 1995, receipt of regulatory
approvals and approval of the listing of the New American Premier
shares on the New York Stock Exchange. A prospectus/proxy statement
relating to the proposed acquisition has been filed in preliminary form
with the Securities and Exchange Commission and will be mailed to
American Premier shareholders following clearance by the Commission.
American Premier is engaged primarily in specialty property
and casualty insurance.
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AP94-21
