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): April 3, 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
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Item 5. Other Events.
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On April 3, 1995, Registrant consummated the
acquisition (the "Acquisition") of all of the 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 Acquisition was approved
by Registrant's shareholders at a Special Meeting of Shareholders
held on March 23, 1995. As a result of the Acquisition,
Registrant has become a wholly owned subsidiary of American
Premier Group, Inc. ("New American Premier"), a new holding
company formed by Registrant for the purpose of acquiring all of
the common stock of AFC. Pursuant to the terms of the
Acquisition, (a) Registrant merged with a subsidiary of New
American Premier and each of the 41.7 million shares of
Registrant's outstanding common stock was converted into one
share of New American Premier common stock, (b) AFC merged with
another subsidiary of New American Premier and each share of AFC
common stock was converted into 1.435 shares of New American
Premier common stock (after giving effect to a litigation
settlement) and (c) New American Premier owns all of the common
stock of the Company and AFC.
The 28.3 million common shares of New American Premier
issued in the Acquisition to the common shareholders of AFC,
consisting of Carl H. Lindner, members of his family and trusts
for their benefit, constitute approximately 55.2% of the
outstanding common stock of New American Premier. Mr. Lindner is
Chairman of the Board and Chief Executive Officer of both
Registrant and AFC and has continued in that role with New
American Premier. AFC beneficially owned approximately 18.7
million shares (or approximately 44.8% of the outstanding shares)
of Registrant's common stock, which in effect was acquired by New
American Premier upon consummation of the Acquisition.
Accordingly, the net increase in outstanding shares resulting
from the Acquisition was 9.6 million shares.
A copy of Registrant's press release announcing
completion of the Acquisition is filed as Exhibit 20 hereto and
is 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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20 Registrant's press release dated April 3, 1995.
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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: April 5, 1995 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
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Contact: Philip A. Hagel
Vice President - Treasurer
News Release
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FOR IMMEDIATE RELEASE
April 3, 1995
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AMERICAN PREMIER UNDERWRITERS COMPLETES
ACQUISITION OF AMERICAN FINANCIAL CORPORATION
April 3, 1995 -- Cincinnati, Ohio -- American Premier
Underwriters, Inc. (American Premier) (NYSE-APZ) announced that
it today completed its previously announced acquisition of
American Financial Corporation (AFC) following receipt of a
favorable Internal Revenue Service ruling.
In furtherance of the previously announced plan to use
American Premier cash following the acquisition to retire debt,
$134 million of AFC 12% Debentures due 1999 has been called at
par and $52 million of AFC 12 1/4% Debentures due 2003 has been
called at 102.5% of par. The redemption date for each issue is
May 3, 1995. In addition, $184 million of borrowings under an
AFC subsidiary's multi-bank revolving facility will be repaid
shortly.
In connection with the acquisition, each outstanding
share of American Premier common stock has been converted into a
common share of American Premier Group, Inc. (New American
Premier), a new company that was formed to hold both American
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NEWS RELEASE -2-
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Premier and AFC. The New American Premier common stock is now
listed on the New York Stock Exchange and will trade under the
APZ symbol. American Premier stock certificates now represent
shares of New American Premier. Accordingly, shareholders will
not be required to exchange their existing certificates.
The 1994 Annual Report to Shareholders of New American
Premier will be mailed prior to the end of April. Copies of
American Premier's and AFC's 1994 Annual Reports on Form 10-K,
which were filed in March with the Securities and Exchange
Commission, may be obtained by shareholders by writing to
American Premier Group, Inc., One East Fourth Street, Cincinnati,
Ohio 45202, Attention: Investor Relations.
American Premier is engaged primarily in specialty
property and casualty insurance. AFC is engaged primarily in
multi-line property and casualty insurance businesses and the
sale of tax-deferred annuities.
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AP95-4
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