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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Acordia, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
004929105
(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 [X].
Page 1 of 14 Pages
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CUSIP NO. 004929105 13D Page 2 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Premier 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
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8 SHARED VOTING POWER
2,300,000 (See Item 5)
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
2,300,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,300,000 (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)
13.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
CO
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CUSIP NO. 004929105 13D Page 3 of 14 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
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8 SHARED VOTING POWER
2,300,000 (See Item 5)
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
2,300,000 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,300,000 (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)
13.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D is filed on behalf of
American Premier Group, Inc. ("American Premier"), American
Financial Corporation ("AFC"), and Carl H. Lindner, Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner (collectively,
the "Lindner Family") (American Premier, AFC and the Lindner
Family are collectively referred to as the "Reporting Persons"),
to amend and update the Schedule 13D filed by AFC and Carl H.
Lindner on October 14, 1993, relative to the Common Stock, par
value $1.00 per share ("Acordia Common Stock"), issued by
Acordia, Inc., a Delaware corporation ("Acordia"). American
Premier, Carl H. Lindner III, S. Craig Lindner and Keith E.
Lindner are being added as Reporting Persons as a result of the
transaction described in Item 3 below.
The principal executive offices of Acordia are located at
120 Monument Circle, Indianapolis, Indiana 46204. Items not
included in this amendment are either not amended or are not
applicable.
As of April 7, 1995, the Lindner Family beneficially owned
approximately 49.8% of the outstanding common stock of American
Premier and American Premier beneficially owned all of the common
stock of AFC (approximately 79% of AFC's outstanding voting
equity securities).
Item 2. Identity and Background.
See the schedule attached hereto as Exhibit 1 which contains
additional information concerning the Lindner Family, American
Premier and AFC.
Item 3. Source and Amount of Funds or Other Consideration.
On April 3, 1995, American Premier acquired 100% of the
common stock of AFC from the Lindner Family in a transaction
involving the merger of AFC and a wholly-owned subsidiary of
American Premier. As a result of that transaction, American
Premier became the beneficial owner of all of the equity
securities held by AFC and its subsidiaries, including Great
American Insurance Company ("GAI"), a wholly-owned subsidiary of
AFC. The shares of Acordia Common Stock to which this Statement
relates are held by GAI.
Through their ownership of approximately 49.8% of the
outstanding common stock of American Premier and their positions
as directors and executive officers of American Premier, the
members of the Lindner Family may be deemed to be controlling
persons with respect to American Premier.
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Item 4. Purpose of Transaction.
The Reporting Persons consider their beneficial ownership of
Acordia Common Stock as an investment in the ordinary course of
business. From time to time, and subject to the limitations set
forth in the Standstill Agreement referred to in Item 6, the
Reporting Persons may acquire additional shares of Acordia Common
Stock or dispose of all or some of the shares of Acordia Common
Stock which they beneficially own. The Reporting Persons have no
present plans to acquire control of Acordia but intend to review
their investment in Acordia on a continuing basis and may change
their plans depending upon future developments.
Except as set forth in this Item 4, the Reporting Persons
presently have no plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of April 3, 1995, the Reporting Persons beneficially
owned 800,000 shares of Acordia Common Stock, which represents
5.2% of Acordia outstanding Common Stock, and warrants to
purchase 1,500,000 shares of Acordia Common Stock. The warrants
are exercisable until October 2003, at a price of $25 per share
and, if exercised and aggregated with the Acordia Common Stock
already owned, would represent 13.6% of Acordia Common Stock.
GAI shares with the Reporting Persons the power to vote, or
to direct the voting of, and the power to dispose, or to direct
the disposition of, the shares of Acordia Common Stock held by
such company.
Except as set forth in this Item 5, to the best knowledge
and belief of the undersigned, no transactions involving Acordia
Common Stock have been effected during the past 60 days by the
Reporting Persons or by American Premier's or AFC's directors or
executive officers.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
In a Common Stock Registration Agreement, Acordia has
granted AFC certain rights with respect to the registration under
the Securities Act of 1933 of its shares of Acordia Common Stock.
Also under this agreement, AFC has granted Acordia a right of
first offer of the Acordia Common Stock in the event that AFC
proposes to offer such shares publicly. Also, Acordia and GAI
have entered into a Standstill Agreement, a copy of which was
attached as Exhibit 2 to the Reporting Persons' original filing
on Schedule 13D.
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Item 7. Material to be filed as Exhibits.
(1) Schedule referred to in Item 2.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(3) 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: April 12, 1995
AMERICAN PREMIER GROUP, INC.
By: James E. Evans
James E. Evans, Senior Vice
President and General Counsel
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
James C. Kennedy, Deputy
General
Counsel and Secretary
Carl H. Lindner
Carl H. Lindner
Carl H. Lindner III
Carl H. Lindner III
S. Craig Lindner
S. Craig Lindner
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Keith E. Lindner
Keith E. Lindner
(ACORDIA.#1)
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Exhibit 1
Item 2. Identity and Background.
American Premier is a holding company which was formed to
acquire and own all of the outstanding common stock of both
American Financial Corporation ("AFC") and American Premier
Underwriters, Inc. in a transaction which was consummated on
April 3, 1995. American Premier operates through indirect,
wholly-owned and majority-owned subsidiaries (including AFC and
American Premier Underwriters, Inc.) and other companies in which
it beneficially owns significant equity interests. These
companies operate in a variety of financial businesses, primarily
property and casualty insurance and including annuities and
portfolio investing. In non-financial areas, these companies
have substantial operations in the food products industry, and
radio and television station operations.
Carl H. Lindner's principal occupation is as Chairman of the
Board of Directors and Chief Executive Officer of American
Premier. Mr. Lindner has been Chairman of the Board and Chief
Executive Officer of AFC since it was founded over 35 years ago
and has been Chairman of the Board and Chief Executive Officer of
American Premier Underwriters, Inc. since 1987.
Carl H. Lindner III's principal occupation is as President
of American Premier.
S. Craig Lindner's principal occupations are as Vice
Chairman of American Premier and President of American Annuity
Group, Inc., a subsidiary of American Premier.
Keith E. Lindner's principal occupations are as Vice
Chairman of American Premier and President and Chief Operating
Officer of Chiquita Brands International, Inc., an affiliate of
American Premier.
The identity and background of the executive officers,
directors and controlling persons of American Premier (other than
the Lindner Family, which is set forth above) are as follows:
1. Theodore H. Emmerich is a retired managing partner of
Ernst & Young, certified public accountants, Cincinnati, Ohio.
He is presently a director of American Premier. Mr. Emmerich's
address is 1201 Edgecliff Place, Cincinnati, Ohio, 45206.
2. James E. Evans' principal occupation is as Senior Vice
President and General Counsel of American Premier. He is
presently a director of American Premier.
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3. Thomas M. Hunt's principal occupation is as President of
Hunt Petroleum Corporation, an oil and gas production company.
He is presently a director of American Premier. Mr. Hunt's
business address is 5000 Thanksgiving Tower, 1601 Elm Street,
Dallas, Texas, 75201.
4. Alfred W. Martinelli's principal occupation is as
Chairman and Chief Executive Officer of Buckeye Management
Company. He is presently a director of American Premier. Mr.
Martinelli's business address is 100 Matsonford Road, Building 5,
Suite 445, Radnor, Pennsylvania 19807.
5. William Martin's principal occupation is as Chairman of
the Board of MB Computing, Inc., a privately held computer
software development company. He is presently a director of
American Premier. Mr. Martin's business address is 245 46th
Avenue, St. Petersburg Beach, Florida 33706.
6. Neil M. Hahl's principal occupation is as a Senior Vice
President of American Premier. He is presently a director of
American Premier.
7. Robert W. Olson's principal occupation is as Senior Vice
President and Secretary of American Premier. He is presently a
director of American Premier.
8. Fred J. Runk's present principal occupation is as Senior
Vice President and Treasurer of American Premier.
9. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Premier.
The identity and background of the executive officers,
directors and controlling persons of AFC (other than the Lindner
Family, which is set forth above) are as follows:
1. Robert D. Lindner's principal occupation is as Chairman
of the Board of Directors of United Dairy Farmers, Inc. He is
presently a director of AFC. Mr. Lindner's business address is
3955 Montgomery Road, Cincinnati, Ohio 45212.
2. Richard E. Lindner is a private investor. He was
Chairman of the Board and Chief Executive Officer of Thriftway,
Inc. (a privately-held supermarket chain) until its sale in March
1995. He is presently a director of AFC. Mr. Lindner's business
address is 4901 Hunt Road, Cincinnati, Ohio 45242, Cincinnati,
Ohio 45242.
3. Ronald F. Walker's principal occupation is as an
executive of AFC. He is presently a director of AFC. Mr.
Walker's business address is 580 Walnut Street, Cincinnati, Ohio
45202.
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4. James E. Evans' principal occupation is as Senior Vice
President and General Counsel of American Premier.
5. Sandra W. Heimann's principal occupation is as a Vice
President of AFC.
6. Robert C. Lintz's principal occupation is as a Vice
President of AFC.
7. Thomas E. Mischell's principal occupation is as Senior
Vice President - Taxes of American Premier.
8. Fred J. Runk's present principal occupation is as Senior
Vice President and Treasurer of American Premier.
The Lindner Family and American Premier may be deemed to be
controlling persons with respect to AFC.
Unless otherwise noted, the business address of
American Premier, AFC and each of the persons listed above is One
East Fourth Street, Cincinnati, Ohio, 45202, and all of the
individuals are citizens of the United States.
None of the persons listed above have during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
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Exhibit 2
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
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/s/ Keith E. Lindner
Keith E. Lindner
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Exhibit 3
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
