As filed with the Securities and Exchange Commission on April 25, 1995.
Registration No. 33-48700
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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 Pennsylvani CINCINNATI, OHIO 45202 23-6000765
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THE PENN CENTRAL CORPORATION STOCK OPTION 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
3,070,765 SHARES OF COMMON STOCK WHICH MAY BE ISSUED
UPON THE EXERCISE OF OPTIONS GRANTED OR TO BE GRANTED
UNDER THE PENN CENTRAL CORPORATION
STOCK OPTION 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 3,070,765 shares of
Common Stock, $1 par value, issuable upon the exercise of options granted
or to be granted under The Penn Central Corporation 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 upon the exercise of options granted or to be
granted 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. 33-48700 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. 33-48700 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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