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
Date of Report (Date of earliest event reported): March 6, 1995
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
<PAGE>
Item 5. Other Events.
------------
Registrant is making this filing in order that the
information contained herein will be incorporated by reference
into Registrant's Proxy Statement/Prospectus dated February 17,
1995 for the Special Meeting of Shareholders of Registrant to be
held on March 23, 1995 to consider and act upon the proposal that
the Registrant acquire all of the outstanding common stock of
American Financial Corporation ("AFC") pursuant to the Agreement
and Plan of Acquisition and Reorganization, as amended,
previously filed as Exhibit 2 to Registrant's Current Report on
Form 8-K dated February 28, 1995. The information contained
herein should be read in conjunction with such Proxy
Statement/Prospectus.
------------------------------
Consolidated financial results of Chiquita Brands
International, Inc. ("Chiquita") and its subsidiaries were
reported by Chiquita in its press release issued March 6, 1995,
which is filed as Exhibit 99 hereto and incorporated by reference
herein. AFC owns approximately 46% of the outstanding common
stock of Chiquita, and this investment is accounted for by AFC by
the equity method of accounting.
Item 7. Financial Statements, Pro Forma Financial Information
-----------------------------------------------------
and Exhibits
------------
(c) Exhibits:
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K)
--------------
99 Press release of Chiquita Brands International,
Inc. dated March 6, 1995.
<PAGE>
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: March 7, 1995 By: Robert W. Olson
--------------------------------
Robert W. Olson
Senior Vice President,
General Counsel and Secretary
EXHIBIT 99
Chiquita
Brands
International
- -----------------------------------------------------------------
News Release
FOR IMMEDIATE RELEASE
CHIQUITA ANNOUNCES 1994 RESULTS
CINCINNATI, OHIO, March 6, 1995 -- Chiquita Brands International,
Inc. today reported 1994 earnings of $8.5 million ($.03 per
share) before unusual charges and non-recurring losses. The
Company had a 1994 net loss of $71.5 million ($1.51 per share)
after including the following previously reported unusual charges
and non-recurring losses which aggregated $80.0 million ($1.54
per share):
an extraordinary charge of $22.8 million ($.44 per share)
in the first quarter for prepayment of debt, and
third quarter charges and losses totaling $57.2 million
($1.10 per share) which resulted primarily from farm
closings and write-downs of banana cultivations in Hondu
ras following an unusually severe strike, and the substan
tial reduction of the Company's Japanese "green" banana
trading operations.
The Company reported a net loss of $51.1 million ($.99 per share)
in 1993.
The operating results reflect a reconsolidation for financial
reporting purposes of the Company's Meat Division held for sale
which had previously been reported as a discontinued operation.
This reconsolidation is in conformity with current Securities and
Exchange Commission practices and interpretations. The Company
is actively pursuing the sale of the remainder of its Meat
Division operations.
The 1994 earnings before unusual charges and non-recurring losses
include fourth quarter and full year operating profits of $25
million ($.48 per share) from the Company's Meat Division held
for sale. Meat Division results were approximately breakeven in
1993. The improvement in Meat Division operating profits re
sulted primarily from higher industry margins for fresh pork and
reduced selling and administrative costs.
The 1994 results before unusual and non-recurring items also
reflect improved earnings from the sale of bananas resulting from
a higher average worldwide price on lower volumes. In addition,
higher costs were incurred to replace Honduras production volume
that was curtailed following a severe strike during the summer of
1994.
PAGE
<PAGE>
Consolidated net sales for the year were $4.0 billion, compared
to $4.1 billion for 1993. Net sales excluding the Meat Division
were $2.5 billion in both years.
For its 1994 fourth quarter, Chiquita reported a net loss of
$34.5 million ($.70 per share) compared to a net loss of $60.4
million ($1.17 per share) for the 1993 fourth quarter. Consoli
dated net sales for the quarter were $997 million compared to
$970 million for the same period in 1993.
Keith E. Lindner, President and Chief Operating Officer, stated:
"We are exerting all efforts to improve results in the difficult
environment created by the increasingly burdensome European Union
quota. We are very encouraged by the commitment and progress
being made by the United States Trade Representative in its
formal investigation under Section 301 of the U. S. Trade Act
with respect to the discriminatory, restrictive and burdensome EU
quota and Framework Agreement."
Chiquita is a leading international marketer, processor and
producer of quality food products.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Joseph W. Hagin (513) 784-8866
PAGE
<PAGE>
<TABLE>
<CAPTION>
CHIQUITA BRANDS INTERNATIONAL, INC.
-----------------------------------
SUMMARY OF CONSOLIDATED OPERATIONS
----------------------------------
FOR THE QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 1994 AND 1993
------------------------------------------------------------------
(In thousands, except for per share amounts)
Quarter Ended Twelve Months Ended
December 31, December 31,
------------------- --------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $997,411 $969,716 $3,961,720 $4,082,637
-------- -------- ---------- ----------
-------- -------- ---------- ----------
Income (loss) before
unusual charges,
non-recurring losses
and extraordinary item $(34,527) $(60,416) $ 8,500 $ (51,081)
Unusual charges and non-
recurring losses -- -- (57,200) --
-------- --------- ---------- ----------
Loss before extraordinary
item (34,527) (60,416) (48,700) (51,081)
Extraordinary loss from
prepayment of debt -- -- (22,840) --
-------- --------- ----------- ----------
Net loss $(34,527) $(60,416) $ (71,540) $ (51,081)
--------- --------- ----------- ----------
--------- --------- ----------- ----------
Less: dividends on Series A
preferred stock (2,066) -- (7,232) --
--------- -------- ----------- ----------
Net loss on common shares $(36,593) $(60,416) $ (78,772) $ (51,081)
--------- --------- ----------- ----------
--------- --------- ----------- ----------
Fully diluted loss per share:
- - Income (loss) before unusual
charges, non-recurring
losses and extraordinary
item $ (.70) $ (1.17) $ .03 $(.99)
- - Unusual charges and
non-recurring losses -- -- (1.10) --
- - Loss before extraordinary
item (.70) (1.17) (1.07) (.99)
- - Extraordinary loss -- -- (.44) --
- - Net loss (.70) (1.17) (1.51) (.99)
Weighted average number of
common shares and
equivalents 52,316 51,527 52,033 51,427
Quarterly results are subject to significant seasonal variations and are
not necessarily indicative of the results of operations for a full fiscal
year.
The Company is pursuing the sale of the remainder of its Meat Division
operations. However, in accordance with current practices and interpreta
tions of the staff of the Securities and Exchange Commission, the Meat
Division has been reconsolidated in the 1994 and 1993 financial statements
because the disposition of all remaining Meat operations was not completed
as of December 31, 1994.
</TABLE>
