<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
Laurentian Capital Corporation
---------------------------------------------------------------
(Name of Issuer)
Common Stock, $.05 Par Value
---------------------------------------------------------------
(Title of Class of Securities)
519256309
---------------------------------------------------------------
(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)
November 13, 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 12 Pages
<PAGE>
CUSIP NO. 519256309 13D Page 2 of 12 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 5
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
7,587,398
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
7,587,398
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,587,398
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
HC
HC
<PAGE>
CUSIP NO. 519256309 13D Page 3 of 12 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 5
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
7,587,398
9 SOLE DISPOSITIVE POWER
- - -
10 SHARED DISPOSITIVE POWER
7,587,398
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,587,398
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
HC
<PAGE>
CUSIP NO. 519256309 13D Page 4 of 12 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
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 2 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial"), American
Financial Corporation ("AFC"), American Annuity Group, Inc. ("AAG") and
Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner and Keith E.
Lindner (collectively, the "Lindner Family") (American Financial, AFC,
AAG and the Lindner Family are collectively referred to as the
"Reporting Persons"), to amend and update the Schedule 13D most recently
amended on July 13, 1995, relative to the Common Stock, par value $.05
per share, ("Laurentian Common Stock"), issued by Laurentian Capital
Corporation, a Delaware corporation ("Laurentian").
As of November 15, 1995, the Lindner Family beneficially owned
approximately 48% 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) approximately 81% 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.
As a result of the transaction reported herein, AAG owns 100%
of the Common Stock of Laurentian and no additional filings on Form 13D
will be made. 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.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 5.
Item 5. Interest in Securities of the Issuer.
On November 13, 1995, AAG consummated the purchase of all
outstanding Common Stock of Laurentian for approximately $106 million in
cash and repaid approximately $45 million of Laurentian indebtedness.
Approximately $90 million of the purchase price came from GALIC's funds
available for investment. AAG funded the balance with the proceeds of
the August 1995 rights offering (approximately $37 million), borrowings
under its line of credit and cash on hand.
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.
- 5 -
<PAGE>
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.
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 27, 1995 AMERICAN FINANCIAL GROUP, INC.
By: James C. Kennedy
James C. Kennedy, Secretary
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
James C. Kennedy, Secretary and
and Deputy 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 C. Kennedy, Attorney-in-Fact
(Laurentian.#2)
- 6 -
<PAGE>
Exhibit 1
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;
- 7 -
<PAGE>
Exhibit 1 - continued
---------------------
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
- 8 -
<PAGE>
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
- 9 -
<PAGE>
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
- 10 -
<PAGE>
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
- 11 -
<PAGE>
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
- 12 -
