As filed with the Securities and Exchange Commission on April 25, 1995.
Registration No. 33-34871
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Incorporated AMERICAN PREMIER UNDERWRITERS, INC. I.R.S. Employer
Under the Laws ONE EAST FOURTH STREET Identification No.
of Pennsylvania CINCINNATI, OHIO 45202 23-6000765
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THE PENN CENTRAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
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Robert W. Olson, Esq.
Senior Vice President, General
Counsel and Secretary
American Premier Underwriters, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6633
(Agent for Service of Process)
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THIS POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
IS BEING FILED SOLELY TO DEREGISTER
2,700,000 SHARES OF COMMON STOCK WHICH MAY BE ISSUED
UNDER THE PENN CENTRAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
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American Premier Underwriters, Inc. (formerly named The Penn
Central Corporation), a Pennsylvania corporation (the "Corporation"),
is filing this Post-Effective Amendment No. 1 to Form S-8 Registration
Statement solely for the purpose of deregistering 2,700,000 shares of
Common Stock, $1 par value, issuable pursuant to The Penn Central
Corporation Employee Stock Purchase Plan (the "Plan"). American Premier
Group, Inc., a newly-formed Ohio corporation, has acquired all of the
outstanding Common Stock, $1 par value, of the Corporation. In connection
with such acquisition, American Premier Group, Inc. has adopted and
assumed the Plan and will file a new Form S-8 Registration Statement to
register the shares of Common Stock, $1 par value, issuable under the
Plan and deregistered hereunder by the Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant has duly caused this Post-Effective
Amendment No. 1 to Registration Statement No. 33-34871 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on April 25,
1995.
AMERICAN PREMIER UNDERWRITERS, INC.
By: Neil M. Hahl
Neil M. Hahl
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Post-Effective Amendment No. 1 to Registration
Statement No. 33-34871 has been signed on April 25, 1995 by the
following persons in the capacities indicated.
*
Theodore H. Emmerich
Director
*
James E. Evans
Director
Neil M. Hahl
Neil M. Hahl
Senior Vice President and a Director
(Principal Financial Officer)
*
Thomas M. Hunt
Director
*
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer and a Director
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*
Carl H. Lindner III
Director
*
S. Craig Lindner
Director
William R. Martin
Director
*
Alfred W. Martinelli
Director
Robert W. Olson
Robert W. Olson
Director
Robert F. Amory
Robert F. Amory
Vice President and Controller
(Principal Accounting Officer)
*By: Robert W. Olson
Robert W. Olson
Attorney-in-Fact
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