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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
American Eagle Group, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
02553B102
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(CUSIP Number)
James E. Evans, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
See Item 4
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(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 14 Pages
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CUSIP NO. 469858401 13D Page 2 of 14 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
6,782,667 (See Item 5)
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
6,782,667 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,782,667 (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)
49.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 469858401 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
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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
6,782,667
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
6,782,667
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON,
6,782,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 46985840 13D Page 4 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
6,782,667
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
6,782,667
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,782,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 46985840 13D Page 5 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig 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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
6,782,667
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
6,782,667
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,782,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 46985840 13D Page 6 of 14 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 Citizen
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
6,782,667
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
6,782,667
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,782,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.5%
14 TYPE OF REPORTING PERSON*
IN
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This Amendment 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").
All capitalized terms not otherwise defined herein shall have the meanings
assigned to them in the Schedule 13D. Items not included in this amendment
are either not amended or are not applicable.
As of December 31, 1996, the Lindner Family beneficially owned
approximately 32% 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 and AFC, the members
of the Lindner Family may be deemed to be controlling persons with respect to
American Financial and AFC.
Item 4. Purpose of Transaction.
In connection with the acquisition of the American Eagle Preferred
Shares at December 31, 1996, two representatives of the Reporting Persons
were appointed to the American Eagle Board of Directors (the "Board"). On
March 17, 1996, these two representatives resigned from the Board. The
Reporting Persons also informed American Eagle that American Financial's
insurance company subsidiary, Great American Insurance Company, would not
pursue negotiations toward a strategic alliance with American Eagle as
described in Section 5.4 of the Securities Purchase Agreement filed as
Exhibit 2 to the original filing on Schedule 13D.
The Reporting Persons consider their beneficial ownership of American
Eagle equity securities as an investment which they continue to evaluate.
Although they have no present plans to do so, from time to time the Reporting
Persons may acquire additional American Eagle equity securities or dispose of
some or all of the American Eagle equity securities which they beneficially
own.
Except as set forth herein, 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.
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Item 5. Interest in Securities of the Issuer.
As of March 21, 1997, assuming conversion of the Preferred Shares, the
Reporting Persons beneficially owned 6,782,667 shares of American Eagle
Common Stock (or approximately 49.5% of the outstanding shares of American
Eagle Common Stock) as follows:
Preferred
Holder Shares (a) Common Stock
GAI (b) 350,000 66,000
MID (c) -0- 50,000
Total: 350,000 116,000
(a) Each Preferred Share is convertible into 19.04762 shares of American
Eagle Common Stock.
(b) GAI = Great American Insurance Company, 100% owned by AFC.
(c) MID = Mid-Continent Casualty Company, 100% owned by GAI.
To the best knowledge and belief of the undersigned, no transactions
involving American Eagle equity securities have been effected during the past
60 days by the Reporting Persons or by the directors or executive officers of
American Financial or AFC.
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: March 24, 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, 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 V.P. & 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 Financial 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 Financial 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 Financial
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
Financial 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 Financial
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
Financial 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 Financial
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
Financial 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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