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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
Laurentian Capital Corporation
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(Name of Issuer)
Common Stock, $.05 Par Value
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(Title of Class of Securities)
519256309
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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 3
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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 [X].
Page 1 of 15 Pages
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CUSIP NO. 519256309 13D Page 2 of 15 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*
See Item 3
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)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 519256309 13D Page 3 of 15 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Annuity Group, Inc. 06-1356481
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
See Item 3
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
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)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
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CUSIP NO. 519256309 13D Page 4 of 15 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
- - -
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
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 Financial Group, Inc. ("American Financial"), American
Financial Corporation ("AFC"), American Financial Enterprises, Inc.
("AFEI") and Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and
Keith E. Lindner (collectively, the "Lindner Family") (American
Financial, AFC, AFEI and the Lindner Family are collectively referred to
as the "Reporting Persons"), to amend and update the Schedule 13D filed
on June 2, 1995, relative to the Common Stock, par value $.05 per share,
("Laurentian Common Stock"), issued by Laurentian Capital Corporation, a
Delaware corporation ("Laurentian"). The principal executive offices of
Laurentian are located at 640 Lee Road, Wayne, Pennsylvania 19087.
All capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Schedule 13D, as amended. Items
not included in this amendment are either not amended or are not
applicable.
On June 9, 1995, American Financial Group, Inc. changed its
name from American Premier Group, Inc. As of June 30, 1995, the Lindner
Family beneficially owned approximately 50.0% of the outstanding common
stock of American Financial and American Financial beneficially owned
(i) all of the common stock of AFC (approximately 79% of AFC's
outstanding voting equity securities) and (ii) 81.4% of the common stock
of AAG. 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, AFC and AAG.
Item 3. Source and Amount of Funds or Other Consideration.
As described in the original filing on Schedule 13D, AAG plans
to purchase the Laurentian Common Stock for cash with funds available
for investment and from various other sources. One of these sources
will be the proceeds of a proposed rights offering announced by AAG on
July 10, 1995. Please see AAG's News Release attached hereto as Exhibit
1. AAG expects that the total cost of acquiring Laurentian will be
approximately $151 million. AAG's largest insurance subsidiary, Great
American Life Insurance Company ("GALIC"), will provide up to $90
million of the purchase price. AAG will finance the balance of the cost
of the acquisition with the net proceeds of the rights offering,
borrowings under its existing line of credit and dividend payments from
GALIC.
AAG has a $50 million revolving bank line with a group of banks
headed by The First Bank of Boston, borrowings under which bear interest
at variable rates tied to either Prime or Libor, at the discretion of
AAG. AAG's revolving line of credit is secured by 20% of the shares of
GALIC and matures in 1998.
- 5 -
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Item 5. Interest in Securities of the Issuer.
No Reporting Person currently owns any Laurentian Common Stock,
but consummation of the merger (as described in Item 4 of the original
filing of this Schedule 13D) would result in AAG owning 100% of the
Laurentian Common Stock.
Except as set forth in this Item 5, to the best knowledge and
belief of the undersigned, no transactions involving Laurentian equity
securities have been effected during the past 60 days by the Reporting
Persons or by the directors or executive officers of American Financial,
AFC or AAG.
Item 7. Material to be filed as Exhibits.
(1) News Release of AAG dated July 10, 1995.
(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.
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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 13, 1995 AMERICAN FINANCIAL GROUP, INC.
By: James E. Evans
James E. Evans, Senior Vice
President and General Counsel
AMERICAN FINANCIAL CORPORATION
By: James E. Evans
James E. Evans, Vice President
and General Counsel
AMERICAN ANNUITY GROUP, INC
By: Mark F. Muething
Mark F. Muething, Senior Vice
President, 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
* By James E. Evans, Attorney-in-Fact
(Laurentian.#1)
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Exhibit 1
NEWS RELEASE
FOR IMMEDIATE RELEASE
For: American Annuity Group, Inc. Contact: S. Craig Lindner
250 E. Fifth Street President, AAG
Cincinnati, OH 45202 513-579-2529
AMERICAN ANNUITY GROUP, INC. FILES
REGISTRATION STATEMENT TO OFFER
COMMON STOCK IN A RIGHTS OFFERINGS
CINCINNATI, OH, July 10, 1995 - American Annuity Group, Inc. (NYSE: AAG)
announced today that it has filed a Registration Statement with the
Securities and Exchange Commission to register up to 3,950,000 shares of
its Common Stock that are proposed to be offered and sold in a rights
offering.
Under the terms of the proposed rights offering, the Company will
distribute transferable rights to holders of its shares of Common Stock
on a record date to be fixed by its Board of Directors, which date is
expected to be shortly after the effective date of the Registration
Statement. Holders of Common Stock will receive on right for each ten
shares of Common Stock held as of the Record Date. Each right will
permit its holder to purchase one share of Common Stock at a price to be
determined by the Company at the time the offer is commenced.
Holders who exercise in full all rights received will have the ability
to subscribe for additional shares of Common Stock at the exercise price
for the rights. The maximum number of shares issuable pursuant to the
rights offering, including the oversubscription privilege, is 3,950,000.
If an insufficient number of shares are available to satisfy all
oversubscription exercises, then the available shares will be prorated
among those holders who exercise the oversubscription privilege.
The distribution of rights is expected to commence in August and the
offering is expected to be completed approximately 20 days after the
rights are distributed. It is expected that the rights will be eligible
for trading on the New York Stock Exchange.
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American Financial Group, Inc. (NYSE: AFG), which owns approximately
81.4% of the Company's outstanding Common Stock, had indicated that it
intends to exercise all of the rights it receives but does not intend to
exercise the oversubscription privilege. If half of the remaining
rights are exercised, the Company would raise approximately $34 million
in the offering.
In May 1195, American Annuity Group announced that it had signed an
agreement to acquire Laurentian Capital Corporation (ASE: LQ), a
Philadelphia-based life insurance holding company, for approximately
$106 million. Simultaneously with the acquisition, American Annuity
Group will repay $45 million of Laurentian debt. The Company expects
the rights offering to fund a portion of the purchase price of
Laurentian.
The Registration Statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the Registration Statement becomes effective.
This release of information shall not constitute an offer to sell or the
solicitation of an offer to buy. There will not be any offer to buy nor
shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale in unlawful prior to
registration or qualification under the securities laws of such state or
jurisdiction.
*************************
American Annuity Group sells individual and group annuities nationwide
to the savings and retirement markets through its wholly-owned
subsidiaries, Great American Life Insurance Company, Lifestyle Financial
Investments, Inc., and Retirement Resources Group, Inc. Great American
Life Insurance Company is licensed in 49 states, the District of
Columbia and the Virgin Islands.
# # #
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Exhibit 2
AGREEMENT
This Agreement executed this 1st day of June, 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, American Annuity Group, Inc.
("AAG"), a Delaware corporation located at 250 East Fifth 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 81.4% of the common stock of
AAG and the Lindner Family beneficially owns approximately 50.0% 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, AAG and their
subsidiaries pursuant to Regulation Section 240.13d-3 promulgated under
the Securities Exchange Act of 1934, as amended;
WHEREAS, American Premier, AFC and AAG 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;
- 10 -
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Exhibit 2 - continued
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NOW THEREFORE BE IT RESOLVED, that American Premier, AFC, AAG
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, AAG 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
AMERICAN ANNUITY GROUP, INC.
By: /s/ Mark F. Muething
Mark F. Muething
Senior Vice President, General
Counsel and Secretary
/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 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
- 14 -
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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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