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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Presidio Oil Company
(Name of Issuer)
Class A Common Stock, $.10 Par Value
(Title of Class of Securities)
741016307
(CUSIP Number)
Karl J. Grafe, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2540
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 4
(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 10 Pages
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CUSIP NO. 741016307 13D Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc. 31-1422526
American Financial Corporation 31-0624874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
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 corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
-0- (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
CO
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CUSIP NO. 741016307 13D Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizens
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
-0- (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 to Schedule 13D is filed on behalf of American
Financial Group, Inc. ("American Financial"), American Financial Corporation
("AFC"), and Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith
E. Lindner (collectively, the "Lindner Family") (American Financial, AFC and
the Lindner Family are collectively referred to as the "Reporting Persons").
As of September 30, 1996, the Lindner Family beneficially owned
approximately 37% of the outstanding common stock of American Financial and
American Financial beneficially owned all of the common stock of AFC
(approximately 79% of AFC's outstanding voting equity securities). Through
their ownership of common stock of American Financial and their positions as
directors and executive officers of American Financial, the members of the
Lindner Family may be deemed to be controlling persons with respect to
American Financial and AFC.
Item 1. Security and Issuer.
This Statement relates to shares of Class A Common Stock, par value
$.10 per share, ("Presidio Class A Common Stock"), issued by Presidio Oil
Company, a Delaware corporation ("Presidio"). The Presidio Class A Common
Stock which was beneficially owned by the Reporting Persons was issuable upon
conversion of 9% Convertible Subordinated Debentures due 2015 ("Debentures")
previously held by them.
Follwing the transaction described in Item 4 hereof, the Reporting
Persons no longer beneficially own five percent or more of a class of
Presidio voting equity securities.
Item 4. Purpose of Transaction.
On December 24, 1996, the Reporting Persons exchanged all $25.55
million principal amount of Presidio Debentures held by them for an aggregate
of 294,212 shares of Tom Brown Inc. ("TBI") common stock. On the day of the
exchange, the market value on the NASDAQ National Market System of the TBI
Common Stock held by the Reporting Persons was approximately $6 million.
Item 5. Interest in Securities of the Issuer.
Following the transaction described in Item 4 hereof, the Reporting
Persons no longer beneficially owned any Presidio voting equity securities.
Except as set forth above, to the best knowledge and belief of the
undersigned, no transactions involving Presidio equity securities have been
effected during the past 60 days by the Reporting Persons or by American
Financial's or AFC's directors or executive officers.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
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) Powers 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: January 3, 1997 AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy.
James C. Kennedy, Deputy
General Counsel & Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy.
James C. Kennedy, Deputy
General Counsel & Secretary
* Carl H. Lindner
Carl H. Lindner
* Carl H. Lindner III
Carl H. Lindner III
* S. Craig Lindner
S. Craig Lindner
* Keith E. Lindner
Keith E. Lindner
* By James C. Kennedy
James C. Kennedy
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Exhibit 1
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by and among
American Premier Group, Inc. ("American Premier") and American Financial
Corporation ("AFC"), both Ohio corporations, located at One East Fourth
Street, Cincinnati, Ohio 45202, and Carl H. Lindner ("CHL"), Carl H. Lindner
III (CHL III), S. Craig Lindner ("SCL") and Keith E. Lindner ("KEL"), each an
individual, the business address of each is One East Fourth Street,
Cincinnati, Ohio 45202. CHL, CHL III, SCL and KEL are referred to herein
collectively as the Lindner Family.
WHEREAS, as of the date of this Agreement, American Premier owns 100%
of the common stock of AFC and the Lindner Family beneficially owns
approximately 49.9% of American Premier's outstanding Common Stock and each
member of the Lindner Family is a director and executive officer of American
Premier and AFC;
WHEREAS, the Lindner Family may be deemed to be the beneficial owner
of securities held by American Premier, AFC and their subsidiaries pursuant
to Regulation Section 240.13d-3 promulgated under the Securities Exchange Act
of 1934, as amended;
WHEREAS, American Premier and AFC and their subsidiaries from time to
time must file statements pursuant to certain sections of the Securities
Exchange Act of 1934, as amended, concerning the ownership of equity
securities of public companies;
NOW THEREFORE BE IT RESOLVED, that American Premier, AFC and the
Lindner Family, do 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 American Premier, AFC or any of their subsidiaries
pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the Securities Exchange
Act of 1934, as amended.
AMERICAN PREMIER GROUP, INC.
AMERICAN FINANCIAL CORPORATION
By: /s/James E. Evans
James E. Evans
Vice President & General
Counsel
/s/ Carl H. Lindner
Carl H. Lindner
/s/ Carl H. Lindner III
Carl H. Lindner III
/s/ S. Craig Lindner
S. Craig Lindner
/s/ Keith E. Lindner
Keith E. Lindner
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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 Premier Group, Inc. 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 Premier Group, Inc. 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 4th day of April, 1995.
/s/ Carl H. Lindner
Carl H. Lindner
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POWER OF ATTORNEY
I, Carl H. Lindner III, 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 an officer or director of American Premier
Group, Inc. 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
Premier Group, Inc. 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 4th day of April, 1995.
/s/ Carl H. Lindner III
Carl H. Lindner III
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POWER OF ATTORNEY
I, S. Craig 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 an officer or director of American Premier
Group, Inc. 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
Premier Group, Inc. 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 4th day of April, 1995.
/s/ S. Craig Lindner
S. Craig Lindner
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POWER OF ATTORNEY
I, Keith E. 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 an officer or director of American Premier
Group, Inc. 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
Premier Group, Inc. 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 4th day of April, 1995.
/s/ Keith E. Lindner
Keith E. Lindner
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