<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 3)
American Eagle Group, Inc.
---------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
---------------------------------------------------------------
(Title of Class of Securities)
02553B102
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(CUSIP Number)
James C. Kennedy, Esq.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2538
---------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 13, 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 [ ].
Page 1 of 22 Pages
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CUSIP NO. 469858401 13D Page 2 of 22
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)
Below 5% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 469858401 13D Page 3 of 22 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
(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)
Below 5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 46985840 13D Page 4 of 22
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
(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)
Below 5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 46985840 13D Page 5 of 22
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
(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)
Below 5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP NO. 46985840 13D Page 6 of 22 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
(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)
Below 5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 3 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"). 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.
Following the transaction described in Item 4, the Reporting
Persons no longer beneficially own five percent or more of a
class of American Eagle voting equity securities.
Item 4. Purpose of Transaction.
On November 13, 1997, the Reporting Persons transferred
350,000 shares of American Eagle Preferred Shares to American
Eagle in exchange for the assumption by American Eagle of certain
contractual obligations of GAI as more fully described in the
Settlement Agreement and Mutual Release and the Renewal/Retention
Commission Agreement attached as Exhibits 1 and 2, respectively.
Item 5. Interest in Securities of the Issuer.
As a result of the transaction described in Item 4, the
Reporting Persons no longer own 5% or more of a class of American
Eagle voting equity securities.
Item 7. Material to be filed as Exhibits.
(1) Settlement Agreement and Mutual Release dated
November 4, 1997.
(2) Renewal/Retention Commission Agreement dated
November 4, 1997.
(3) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(4) 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: November 14, 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
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
American Eagle Group, Inc. ("AEG"), American Financial
Group, Inc. ("AFG"), and Great American Insurance Company
("GAIC"), enter into this Settlement Agreement and Mutual Release
(the "Agreement") effective as of November 4, 1997 (the
"Effective Date").
1. Concurrently with the execution of this Agreement, one
or more parties to this Agreement are entering into a
Renewal/Retention Commission Agreement and an Escrow Agreement
(collectively the "Related Agreements"). As between or among the
parties to this Agreement, the terms and conditions of the
Related Agreements are adopted and incorporated by reference as
if fully set forth in this Agreement. True and correct copies of
the Related Agreements are attached as Exhibits A and B,
respectively, to this Agreement.
2. On the Effective Date, GAIC shall transfer, assign, and
deliver to AEG, or cause to be transferred, assigned, and
delivered to AEG, the 350,000 shares of Series D Preferred Stock
of AEG (the "Purchased Securities") that AEG had issued to GAIC
pursuant to the November 5, 1996 Securities Purchase Agreement by
and between AEG and AFG, along with any dividends or other
benefits accruing thereunder from the date that AEG issued the
Purchased Securities to GAIC to the date of their return to AEG
pursuant to this paragraph. GAIC warrants and represents to AEG
that it has not assigned or transferred all or any portion of its
interest in the Purchased Securities and dividends and other
benefits accruing thereunder to any other person or entity and
that it is returning the Purchased Securities and any dividends
or other benefits accruing thereunder free and clear of any
liens, security interests, or other claims of any other person or
entity. AFG agrees to take such action as shall be necessary or
appropriate to fulfill its obligations under this paragraph 2.
3. AFG, GAIC, and their respective directors, principals,
officers, managers, supervisors, employees, agents,
representatives, attorneys, accountants, actuaries, parents,
subsidiaries, affiliates, predecessors, successors, and assigns,
past, present, and future, directly or indirectly and in any
capacity (collectively referred to hereafter as the "AFG Parties"
and the "GAIC Parties" respectively), and expect as limited
below, hereby acquit, discharge, and release AEG and its
respective directors, former directors and their affiliates,
principals, officers, managers, supervisors, employees, agents,
representatives, attorneys, accountants, actuaries, parents,
subsidiaries, affiliates, predecessors, successors, and assigns,
past or present (collectively referred to hereafter as the "AEG
Parties") from any and all debts, damages, claims, liabilities,
obligations, and causes of actions, whether known, unknown, or
unforeseen, whether liquidated or unliquidated, from the
beginning of time to the Effective Date of this Agreement. For
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purposes of this Agreement, including without limitation Section
4 hereof, the term "AEG Parties" includes, but is not limited to,
the persons on the attached Exhibit C to this Agreement (1) in
their individual capacities, (2) as present or former officers,
directors, or employees of AEG, (3) as former officers,
directors, or employees of American Eagle Insurance Company
("AEIC"), or (4) in any other capacity. Notwithstanding the
first sentence of this paragraph, excepted from the scope of this
release are any debts, damages, claims, liabilities, obligations,
or causes of action arising under or in connection with this
Agreement or with any of the Related Agreements.
4. The AEG Parties (other than AEIC), past, present, or
future, directly or indirectly and in any capacity, and expect as
limited below, hereby acquit, discharge, and release the AFG
Parties and the GAIC Parties from any and all debts, damages,
claims, liabilities, obligations, and causes of actions, whether
known, unknown, or unforeseen, whether liquidated or
unliquidated, from the beginning of time to the Effective Date of
this Agreement. For purposes of this Agreement, including
without limitation Section 3 hereof, the terms "AFG Parties" and
"GAIC Parties" includes, but is not limited to, the persons on
the attached Exhibit D to this Agreement (1) in their individual
capacities, (2) as present or former officers, directors, or
employees of AFG or GAIC, (3) as former officers, directors or
employees of AFG or GAIC, or (4) in any other capacity.
Notwithstanding the first sentence of this paragraph, excepted
from the scope of this release are any debts, damages, claims,
liabilities, obligations, or causes of action arising under or in
connection with this Agreement or with any of the Related
Agreements.
5. Each of the parties to this Agreement warrants and
represents to each of the other parties to this Agreement, singly
and collectively, that as of the Effective Date, and as of the
date of his or its execution of this Agreement, that he or it has
not assigned or transferred all or any portion of the debts,
damages, claims, liabilities, obligations, and causes of action
being acquitted, discharged, or released under paragraphs 3 and 4
of this Agreement (the "Released Claims") to any other person or
entity.
6. Each of the parties to this Agreement warrants and
represents to each of the other parties to this Agreement, singly
and collectively, that he or it has read and understood this
Agreement and has entered into this Agreement of his or its own
free will and accord after full opportunity to investigate the
facts and law applicable to this Agreement and the transactions
and disputes leading up to the execution of this Agreement and in
accordance with his or its own judgment and upon advice of their
own legal counsel, and states that he or it has not been induced
to enter into this Agreement by any statement, act, or
representation of any kind or character on the part of anyone
except as expressly set forth in this Agreement.
- 10 -
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7. Each of the parties to this Agreement warrants and
represents to each of the other parties to this Agreement, singly
and collectively, that each of the signatories to this Agreement
is fully authorized to bind the respective parties to this
Agreement.
8. Except to the extent required by law, each of the
parties agrees that he or it will not make or publicize any
statements to any third party regarding this Agreement, any of
the Related Agreements, or any of the events, circumstances,
transactions, or disputes leading up to the execution of this
Agreement or any of the Related Agreements that would tend to
damage the reputation or impeach the honesty, integrity, virtue,
or reputation of any of the parties to this agreement or any of
their respective directors, former directors and their
affiliates, principals, officers, managers, supervisors,
employees, agents, representatives, attorneys, accountants,
actuaries, parents, subsidiaries, affiliates, partners, joint
venturers, predecessors, successors, and assigns, past and
present.
9. This Agreement and the Related Agreements contain the
entire agreement between or among the parties and supersedes any
and all prior oral or written representations, statements,
understandings, arrangements, or agreements between or among the
parties. Neither this Agreement nor any term or condition of
this Agreement may be altered, modified, amended, or waived
except by a written agreement signed by the parties.
10. This Agreement was the product of arms-length
negotiation between sophisticated parties represented by counsel.
Accordingly, the parties agree that the rule that a contract
shall be construed against the party who drafted it or selected
its language shall have no application to the construction,
interpretation, or enforcement of this Agreement.
11. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective heirs,
representatives, successors, and assigns.
12. This Agreement may be executed in multiple
counterparts.
13. In the event that any of the terms or conditions of
this Agreement are held or ruled to be illegal, unenforceable, or
invalid in whole or in part, such holding or ruling shall not
affect the validity or enforceability of the other terms or
conditions of this Agreement, and this Agreement shall be
construed, interpreted, and enforced as if the illegal,
unenforceable, or invalid provision or part thereof was never
part of this Agreement. This Agreement shall be construed or
interpreted wherever possible so as to give validity and effect
to its terms or conditions and to effect the obligations of AFG
set forth in paragraph 2 of this Agreement and the mutual
releases set forth in paragraphs 3 and 4 of this Agreement.
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14. Notwithstanding anything herein to the contrary, this
Settlement Agreement and Mutual Release shall be effective only
when (i) the Related Agreements have been executed by all parties
thereto, (ii) the escrow deposit has been made by AEG, as
required under the Escrow Agreement attached hereto as Exhibit B,
and (iii) AFG and GAIC have received a release executed by AEIC
in conservatorship, releasing the obligation of GAIC pursuant to
the Purchase Agreement, dated July 31, 1997, to pay AEIC
commissions based on renewals or reissuances of certain insurance
policies, and acknowledging that AEG has assumed such obligation
in place of GAIC.
15. New York law shall govern the validity, construction,
performance, and enforcement of this Agreement.
AMERICAN EAGLE GROUP, INC.
By:_____________________________
Title:__________________________
AMERICAN FINANCIAL GROUP, INC.
By:______________________________
Title:___________________________
GREAT AMERICAN INSURANCE COMPANY
By:______________________________
Title:___________________________
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Exhibit 2
RENEWAL/RETENTION COMMISSION AGREEMENT
THIS RENEWAL/RETENTION COMMISSION AGREEMENT dated as of
November 4, 1997, is by and among American Eagle Group, Inc.
("AEG"), a Delaware corporation, American Eagle Insurance Company
("American Eagle"), a Texas corporation, and Great American
Insurance Company (together with its affiliates, successors, and
assigns "Great American"), an Ohio corporation.
Preliminary Statement
American Eagle and Great American are parties to that
certain Purchase Agreement between Great American Insurance
Company and American Eagle Insurance Company dated July 31, 1997
(the "Purchase Agreement"). Pursuant to Section 4.2 of the
Purchase Agreement, Great American agreed to pay to American
Eagle commissions based on renewals or reissuances of certain
insurance policies. AEG has agreed to assume Great American's
obligation to pay such commissions to American Eagle.
Accordingly, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as
follows:
Statement of Agreement
ARTICLE 1
ASSUMPTION OF OBLIGATION TO PAY COMMISSION
Section 1.1 Assumption of Obligations; Release of Great
American. Subject to the terms and conditions of this Agreement,
AEG hereby assumes Great American's obligations under Section 4.2
of the Purchase Agreement to pay certain renewal/retention
commissions (as more fully described in Section 1.2 below) to
American Eagle. The parties hereto acknowledge that Great
American is hereby released and discharged from its obligations
under Section 4.2 of the Purchase Agreement to pay such
renewal/retention commissions to American Eagle.
Section 1.2 Commission. Subject to the terms and
conditions of this Agreement, AEG hereby agrees to pay to
American Eagle the following commissions:
(a) A commission equal to four percent of the Renewal
Premiums (as hereinafter defined) received by Great American
during the first year which commenced on April 1, 1997, on all
Reinsured Business (as hereinafter defined) transferred to Great
American;
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(b) A commission equal to two percent of the Renewal
Premiums received by Great American during the second year which
commences on April 1, 1998, on all Reinsured Business transferred
to Great American; and
(c) A commission equal to one percent of the Renewal
Premiums received by Great American during the third year which
commences on April 1, 1999, on all Reinsured Business transferred
to Great American.
For purposes of this Agreement, "Reinsured Business" shall
mean (i) all aviation business of American Eagle in force as of
March 31, 1997, and (ii) all aviation business written or renewed
by American Eagle from March 31, 1997, until the date on which
Great American became qualified to issue directly its own
policies. For purposes of this Agreement, "Renewal Premiums"
shall mean all direct written premiums on policies renewing, or
being reissued with respect to, Reinsured Business on or after
April 1, 1997, less the sum of any returned premiums or
cancellations.
ARTICLE 2
PAYMENT OF COMMISSION
Section 2.1 Commission Calculation. Amounts payable by
AEG hereunder shall be computed by AEG each March 31, June 30,
September 30, and December 31, during the period beginning April
1, 1997 and ending March 31, 2000. As soon as practicable after
the end of each such quarter, Great American will provide AEG
with all information necessary for AEG to prepare a written
calculation (each a "Quarterly Commission Calculation") of the
amount owed by AEG for the immediately preceding quarter (each a
"Quarterly Commission Payment"). AEG shall have until the later
of (i) 10 days after the date Great American has provided all
information necessary for AEG to make the Quarterly Commission
Calculation and (ii) 30 days after the end of each such quarter,
to complete the Quarterly Commission Calculation and make the
Quarterly Commission Payment to American Eagle (each such date of
payment a "Quarterly Commission Payment Date"). Each Quarterly
Commission Calculation shall show, by policy number (i) the
policies renewed or reissued with respect to Reinsured Business
in the applicable quarter, (ii) the amount of all premiums
received by Great American with respect to Reinsured Business
during the applicable quarter, and (iii) the amount of any
returned premiums or cancellations with respect to Reinsured
Business during the applicable quarter.
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Section 2.2 Access to Information; Arbitration. AEG,
American Eagle, and their respective accountants, auditors,
agents, employees and other representatives shall have the right,
from time to time, at their own expense, to conduct such
financial or other due diligence with respect to the information
provided by Great American under Section 2.1 hereof as AEG or
American Eagle may deem appropriate. Should any dispute arise
among the parties hereto with respect to this Agreement which
cannot be resolved by the parties to such dispute, the dispute
shall be submitted to arbitration pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. The
decision resulting from any such arbitration shall be binding
upon the parties hereto.
Section 2.3 Method of Payment by AEG; Escrow Deposit.
Pursuant to that certain Escrow Agreement dated as of March 25,
1997, among AEG, The Insurance Corporation of New York, and Fleet
Bank, AEG deposited $1,300,000 in assets into an escrow account
with Fleet Bank (the "Fleet Escrow Account"). AEG hereby assigns
to American Eagle all of its right, title and interest in the
Fleet Escrow Account. On the date hereof, AEG has deposited the
amount of $200,000 (the "Escrow Deposit") pursuant to that
certain Escrow Agreement dated the date hereof among AEG,
American Eagle and U.S. Trust Company of Texas, N.A. For
purposes of determining amounts owed by AEG hereunder, the
present value of each Quarterly Commission Payment (each a
"Discounted Quarterly Commission Payment") shall be calculated as
of July 31, 1997 at a rate equal to the rate of interest earned
during the quarter on the Fleet Escrow Account; provided that
upon disbursement to American Eagle of the $1,300,000 from the
Fleet Escrow Account, the rate used thereafter for calculations
of the Discounted Quarterly Commission Payment shall be equal to
the market rate for U.S. Treasury Bonds.
Section 2.4 Disbursement of Escrow Deposit. If at any
time upon calculation of a Discounted Quarterly Commission
Payment the sum of all Discounted Quarterly Commission Payments
exceeds the $1,300,000 transferred to American Eagle, American
Eagle shall have the right to withdraw from the Escrow Deposit an
amount equal to the difference between the sum of all Discounted
Quarterly Commission Payments and $1,300,000. Thereafter, on
each subsequent Quarterly Commission Payment Date, American Eagle
shall have the right to withdraw from the Escrow Deposit an
amount equal to the Quarterly Commission Payment for such
quarter. Any amounts remaining in the Escrow Deposit after
satisfaction of AEG's obligations hereunder shall be promptly
returned to AEG. In the event that amounts owed by AEG hereunder
exceed in the aggregate $1,500,000, AEG shall be obligated to pay
any such amounts when due pursuant to the terms of this
Agreement.
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Section 2.5 Return of Escrow Deposit. On or about April
1, 1998, the parties hereto shall discuss in good faith whether
AEG's interest in the Fleet Escrow Account, transferred to
American Eagle hereunder, is sufficient to meet AEG's obligations
under this Agreement. If the parties agree that such transfer is
sufficient to meet AEG's obligations, the parties shall instruct
the Escrow Agent to disburse the Escrow Deposit to AEG. The
parties hereto agree that, notwithstanding any provision in this
Agreement to the contrary, in no event shall American Eagle be
required to return to AEG any portion of AEG's interest in the
Fleet Escrow Account transferred to American Eagle on the date
hereof.
ARTICLE 3
MISCELLANEOUS
Section 3.1 Notices. Any and all notices permitted or
required to be given under the terms of this Agreement shall be
in writing and may be served by mail, postage prepaid, and
addressed to the party to be notified at the appropriate
addressed specified below, or by delivering the same in person to
such party, or by telecopy, prepaid telegram or cablegram,
addressed to the party to be notified at said address. The
mailing addresses of the parties are as follows:
Party Address
If to AEG: American Eagle Group, Inc.
12801 N. Central Expressway.
Suite 800
Dallas, Texas 75243
Attn: M. Philip Guthrie
Telecopy: 972-448-1401
If to American Eagle:
American Eagle Insurance Company
12801 N. Central Expressway
Suite 800
Dallas, Texas 75243
Attention: Neal Rockhold, Conservator
Telecopy: 972-448-1401
If to Great American:
Great American Insurance Company
580 Walnut Street
Cincinnati, Ohio 45202
Attention: Gary J. Gruber
Telecopy: 513-579-0108
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The above addresses may be changed by any party by notice given
in the manner provided in this Section 3.1.
Section 3.2 Entire Agreement. This Agreement and the
Escrow Agreement constitute the entire understanding among the
parties as to the subject matter hereof and no waiver or
modification of the terms hereof shall be valid unless in writing
signed by the parties hereto and only to the extent therein set
forth.
Section 3.3 Effect of Agreement. This Agreement shall be
binding on, inure to the benefit of, and be enforceable by the
parties hereto and their respective heirs, successors and
assigns.
Section 3.4 Section and Paragraph Headings. The section
and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
Section 3.5 Governing Law. This Agreement shall be
construed and enforced in accordance with the laws of the State
of Texas, without giving effect to the conflict of law rules or
choice of law rules thereof.
Section 3.6 Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned parties have caused
this Agreement to be executed as of the date first written above.
AMERICAN EAGLE GROUP, INC.
By: _____________________________
Name: ___________________________
Title: __________________________
AMERICAN EAGLE INSURANCE COMPANY
By: _____________________________
Name: ___________________________
Title: __________________________
GREAT AMERICAN INSURANCE COMPANY
By:______________________________
Name: ___________________________
Title: __________________________
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<PAGE>
Exhibit 3
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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<PAGE>
Exhibit 4
POWER OF ATTORNEY
-----------------
I, Carl H. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, 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), 14(d) and 16(a) of the Securities and Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner
-----------------------------------
Carl H. Lindner
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<PAGE>
POWER OF ATTORNEY
-----------------
I, Carl H. Lindner III, do hereby appoint James C. Kennedy
and Karl J. Grafe, 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), 14(d) and 16(a) of the
Securities and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Carl H. Lindner III
-----------------------------------------
Carl H. Lindner III
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<PAGE>
POWER OF ATTORNEY
-----------------
I, S. Craig Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, 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), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ S. Craig Lindner
-----------------------------------------
S. Craig Lindner
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<PAGE>
POWER OF ATTORNEY
-----------------
I, Keith E. Lindner, do hereby appoint James C. Kennedy and
Karl J. Grafe, 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), 14(d) and 16(a) of the Securities
and Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, I have hereunto set my hand at
Cincinnati, Ohio as of the 5th day of November, 1997.
/s/ Keith E. Lindner
-----------------------------------------
Keith E. Lindner
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