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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
July 2, 1997
(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. 004929105 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
- - - (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - - (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - - (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. 004929105 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
- - - (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - - (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - - (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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Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D is filed on behalf
of American Financial Group, Inc. ("AFG"), American
Financial Corporation ("AFC"), and Carl H. Lindner, Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner
(collectively, the "Lindner Family") (AFG, AFC and the
Lindner Family are collectively referred to as the
"Reporting Persons"), to amend and update the Schedule 13D
most recently amended on April 12, 1995, relative to the
Common Stock, par value $1.00 per share ("Acordia Common
Stock"), issued by Acordia, Inc., a Delaware corporation
("Acordia").
As of June 30, 1997, the Lindner Family and trusts for
their benefit beneficially owned approximately 45% of the
outstanding common stock of AFG and AFG beneficially owned
all of the common stock of AFC (approximately 76% of AFC's
outstanding voting equity securities).
Following the transaction described in Item 4 hereof,
the Reporting Persons no longer beneficially own five
percent or more of a class of Acordia voting equity
securities.
Item 4. Purpose of Transaction.
On July 2, 1997, the Reporting Persons tendered 800,000
shares of Acordia Common Stock and warrants to purchase
1,500,000 shares of Acordia Common Stock to Anthem Insurance
Company pursuant to a tender offer dated June 6, 1997. The
Reporting Persons will receive $40 cash per share of Common
Stock and an aggregate of $22,500,000 for the warrants.
Item 5. Interest in Securities of the Issuer.
As a result of the transaction described in Item 4, the
Reporting Persons beneficially owned no Acordia equity
securities.
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.
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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: July 8, 1997
AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
James C. Kennedy, Deputy
General
Counsel and Secretary
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
Keith E. Lindner*
Keith E. Lindner
* James C. Kennedy
By: James C. Kennedy as attorney-in-fact
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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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