<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 41)
American Premier Underwriters, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
029092-10-3
(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 3, 1995
(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 [ ].
Page 1 of 8 Pages
<PAGE>
<PAGE>
13D
CUSIP NO. 029092-10-3 Page 2 of 8
Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Financial Corporation 31-0624874
Carl H. Lindner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ( a )
[]
Not Applicable ( b )
[]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [
]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio Corporation
United States Citizen
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
SOLE VOTING POWER
- - -
8. SHARED VOTING POWER
- - -
9. SOLE DISPOSITIVE POWER
- - -
10. SHARED DISPOSITIVE POWER
- - -
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [
]
<PAGE>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5).
14. TYPE OF REPORTING PERSON*
HC
IN
<PAGE>
<PAGE>
13D
CUSIP NO. 029092-10-3 Page 3 of 8
Pages
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
American Financial Enterprises, Inc. 31-0996797
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ( a )
[]
( b )
[]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
Not Applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [
]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut Corporation
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
SOLE VOTING POWER
---
8. SHARED VOTING POWER
---
9. SOLE DISPOSITIVE POWER
---
10. SHARED DISPOSITIVE POWER
---
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
---
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [
]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5).
<PAGE>
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 41 to Schedule 13D is filed on behalf
of American Financial Corporation ("AFC"), American Financial
Enterprises, Inc. ("AFEI") and Carl H. Lindner ("CHL"), the
principal shareholder, Chairman of the Board of Directors and
Chief Executive Officer of AFC and the Chairman of the Board
of Directors and President of AFEI (collectively the
"Reporting Persons"), to amend and update their Schedule 13D
most recently amended in a filing dated December 14, 1994,
relative to the class of $1.00 par value common stock ("Common
Stock") issued by American Premier Underwriters, Inc.
("Underwriters").
The principal executive offices of Underwriters are
located at One East Fourth Street, Cincinnati, Ohio 45202.
Items not included in this amendment are either not amended or
are not applicable.
As of April 3, 1995, AFC beneficially owned 82.6% of the
outstanding common stock of AFEI and its designees constitute
a majority of AFEI's Board of Directors. Additionally,
certain officers and executives of AFC also serve as officers
of AFEI.
Item 4. Purpose of the Transaction.
On April 3, 1995, American Premier Group, Inc. ("American
Premier") acquired AFC and Underwriters in a transaction
involving the merger of (i) AFC with a wholly-owned subsidiary
of American Premier and (ii) Underwriters with another wholly-
owned subsidiary of American Premier (the "Merger"). In the
Merger, shares of Underwriters Common Stock outstanding prior
to the Merger were converted into shares of American Premier
common stock. As a result, all of the shares of Underwriters
Common Stock are now owned by American Premier.
Item 5. Interest in Securities of the Issuer.
On April 3, 1995, the Reporting Persons' 19,319,336
shares of Underwriters Common Stock were converted by
operation of the Merger into a like number of shares of
American Premier.
Following the transaction described herein, the Reporting
Persons no longer owned five percent or more of a class of
Underwriters Section 13(d) equity securities. Consequently,
no further filings on Schedule 13D will be made with respect
to Underwriters.
- 4 -
<PAGE>
- 5 -
<PAGE>
<PAGE>
Item 7. Material to be filed as Exhibits.
(1) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(2) Power of Attorney executed in connection with
filings under the Securities Exchange Act of 1934,
as amended.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
Dated: AMERICAN FINANCIAL CORPORATION
April 12, 1995
By: James C. Kennedy
James C. Kennedy, Deputy General
Counsel and Secretary
AMERICAN FINANCIAL ENTERPRISES, INC.
By: James C. Kennedy
James C. Kennedy, Secretary
James C. Kennedy
James C. Kennedy, As Attorney-in-Fact
for Carl H. Lindner
(APZ.#41)
- 6 -
<PAGE>
<PAGE>
Exhibit 1
A G R E E M E N T
This Agreement executed this 10th day of February,
1986, is by and among American Financial Corporation, an Ohio
corporation ("AFC"), One East Fourth Street, cincinnati, Ohio
45202, American Financial Enterprises, Inc., a Connecticut
corporation ("AFEI"), One East Fourth Street, Cincinnati, Ohio
45202, and Carl H. Lindner, an individual ("CHL"), 8555
Shawnee Run Road, Cincinnati, Ohio 45243.
WHEREAS, as of the date of this Agreement, CHL
beneficially owns approximately 45.4% of AFC's outstanding
Common Stock and is Chairman of the Board of Directors and
Chief Executive Officer of AFC;
WHEREAS, as of the date of this Agreement, CHL
beneficially owns approximately 73.8% of AFEI's outstanding
Common Stock and has majority representation on the Board of
Directors of AFEI;
WHEREAS, pursuant to CHL's percentage ownership of
AFC's outstanding Common Stock and his status as Chairman of
the Board of Directors and Chief Executive Officer of AFC, CHL
may be deemed to be the beneficial owner of securities held by
AFC and its subsidiaries pursuant to Regulation Section
240.13d-3 promulgated under the Securities Exchange Act of
1934, as amended;
WHEREAS, AFC and its subsidiaries, including AFEI,
from time to time must file statements pursuant to certain
sections of the Securities and Exchange Act of 1934, as
amended, concerning the ownership of equity securities of
public companies; now therefore be it
RESOLVED, that AFC, AFEI and CHL, not admitting any
beneficial ownership, do each hereby agree to file jointly
with the Securities and Exchange Commission any schedules or
other filings or amendments thereto made by or on behalf of
AFC or any of its subsidiaries pursuant to Sections 13(d),
13(f), 13(g), and 14(d) of the Securities Exchange Act of
1934, as amended.
AMERICAN FINANCIAL CORPORATION
By:/s/ James E. Evans
James E. Evans, Vice President
and General Counsel
- 7 -
<PAGE>
<PAGE>
AMERICAN FINANCIAL ENTERPRISES,
INC.
By:/s/ James E. Evans
James E. Evans, Vice President
and General Counsel
/s/ Carl H. Lindner
Carl H. Lindner
- 8 -
<PAGE>
<PAGE>
Exhibit 2
POWER OF ATTORNEY
I, Carl H. Lindner, do hereby appoint James E. Evans
and James C. Kennedy, or either of them, as my true and lawful
attorneys-in-fact to sign on my behalf individually and as
Chairman of the Board of Directors and Chief Executive Officer
of American Financial Corporation or as a director or
executive officer of any of its subsidiaries and to file with
the Securities and Exchange Commission any schedules or other
filings or amendments thereto made by me or on behalf of
American Financial Corporation or any of its subsidiaries
pursuant to Sections 13(d), 13(f), 13(g), and 14(d) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio this 3rd day of June, 1992.
/s/ Carl H. Lindner
Carl H. Lindner
