As filed with the Securities and Exchange Commission on April 26, 1995.
Registration No. 33-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Incorporated AMERICAN PREMIER GROUP, INC. I.R.S. Employer
Under the Laws ONE EAST FOURTH STREET Identification No.
of Ohio CINCINNATI, OHIO 45202 31-1422526
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THE PENN CENTRAL CORPORATION CAREER SHARE PURCHASE PLAN
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James E. Evans, Esq.
Senior Vice President and General Counsel
American Premier Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-2536
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Propsoed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 466,799* $24.75** $11,058,275** $3,814***
par value Shares
$1 per share
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* This Registration Statement is filed for up to 446,799 shares issuable
upon conversion of shares of Preferred Stock purchased pursuant to
The Penn Central Corporation Career Share Purchase Plan.
** Estimated solely for purposes of calculating registration fee.
*** Registration fee has been calculated pursuant to Rule 457(h) based on the
average of the high and low prices of the Common Stock quoted on the New
York Stock Exchange Composite Tape on April 19, 1995, of $24.75 per share.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by American Premier Group,
Inc. ("American Premier" or the "Registrant") with the Securities
and Exchange Commission are incorporated as of their respective
dates in this Registration Statement by reference:
(i) Proxy Statement/Prospectus filed pursuant to
Rule 424(b) by American Premier on February 21, 1995
(the "Proxy Statement/Prospectus") relating to American
Premier's Registration Statement on Form S-4 (File No.
33-56813); and
(ii) The description of the shares of American Premier
common stock, par value $1 per share ("American Premier
Common Stock") contained in American Premier's Registration
Statement on Form 8-B filed pursuant to Section 12 of the
Securities Exchange Act of 1934 on April 17, 1995.
All reports and other documents filed by American Premier
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements incorporated in this Registration
Statement by reference to the Proxy Statement/Prospectus have
been so incorporated in reliance upon the reports of Deloitte &
Touche LLP, independent auditors, given on the authority of such
firm as experts in accounting and auditing.
Legal matters in connection with the issuance of American
Premier Common Stock offered hereby have been passed upon by
James E. Evans, Esq., Senior Vice President and General Counsel
of American Premier, One East Fourth Street, Cincinnati, Ohio
45202. Mr. Evans, a director of American Premier and a full-time
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employee of a subsidiary of American Premier, owns 25,000 shares
of American Premier Common Stock and holds options to purchase
11,819 shares of American Premier Common Stock.
Item 6. Indemnification of Directors and Officers.
A. Indemnification Pursuant to the Ohio General
Corporation Law and the Articles and Code of
Regulations of American Premier.
Section 1701.13(E) of the Ohio General Corporation Law
allows indemnification by American Premier to any person made or
threatened to be made a party to any proceedings, other than a
proceeding by or in the right of American Premier, by reason of
the fact that he is or was a director, officer, employee or agent
of American Premier, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of
American Premier and, with respect to criminal actions, in which
he had no reasonable cause to believe that his conduct was
unlawful. Similar provisions apply to actions brought by or in
the right of American Premier, except that no indemnification
shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to American
Premier unless determined by the court. The right to
indemnification is mandatory in the case of a director or officer
who is successful on the merits or otherwise in defense of any
action, suit or proceeding or any claim, issue or matter therein.
Permissive indemnification is to be made by a court of competent
jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the
shareholders. American Premier has entered into an
indemnification agreement with each director and officer which
provides a contractual right to indemnification against such
expenses and liabilities (subject to certain limitations and
exceptions) and a contractual right to advancement of expenses
and contains additional provisions regarding determination of
entitlement, defense of claims, rights of contribution and other
matters.
American Premier's Code of Regulations provides that
American Premier shall indemnify such persons to the fullest
extent permitted by law.
B. Other indemnification provisions affecting directors
and officers of American Premier are described below.
The American Premier Group, Inc. Stock Option Plan (the
"Stock Option Plan") provides that no member of the Board of
Directors of American Premier or any committee thereof organized
to administer the Stock Option Plan shall be liable for any
action, determination or omission taken or made in good faith
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with respect to the Stock Option Plan or any option granted
thereunder.
The American Premier Group, Inc. Employee Stock Purchase
Plan (the "Employee Stock Purchase Plan") provides that no member
of the Board of Directors of American Premier or any committee
thereof organized to administer the Employee Stock Purchase Plan
shall be liable for any action, determination or omission taken
or made in good faith with respect to the Employee Stock Purchase
Plan or any right granted thereunder.
American Premier maintains, at its expense, Directors and
Officers Liability and Company Reimbursement Liability Insurance.
The Directors and Officers Liability portion of such policy
covers all directors and officers of American Premier and of the
companies which are, directly or indirectly, more than 50% owned
by American Premier. The policy provides for payment on behalf
of the directors and officers, up to the policy limits and after
expenditure of a specified deductible, or all Loss (as defined)
from claims made against them during the policy period for
defined wrongful acts, which include errors, misstatements or
misleading statements, acts or omissions and neglect or breach of
duty by directors and officers in the discharge of their
individual or collective duties as such. The insurance includes
the cost of investigations and defenses, appeals and bonds,
settlements and judgments, but not fines or penalties imposed by
law. The insurance does not cover any claim arising out of acts
alleged to have been committed prior to October 24, 1978. The
insurer limit of liability under the policy is $50,000,000 in the
aggregate for all losses each year subject to certain individual
and aggregate deductibles. The policy contains various
exclusions and reporting requirements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 The Penn Central Corporation Career Share Purchase
Plan, as amended, incorporated by reference to
Exhibits (10)(iii)(e) and (10)(iii)(c)(ii) to the
Annual Reports on Form 10-K for 1986 and 1988,
respectively, of The Penn Central Corporation (now
American Premier Underwriters, Inc., a subsidiary of
American Premier).
5 Opinion of James E. Evans, Esq., Senior Vice President
and General Counsel of American Premier.
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23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of James E. Evans, Esq. (Contained in
Exhibit 5).
24 Powers of Attorney (Contained on the signature pages).
28 Information from reports furnished to state insurance
regulatory authorities, incorporated by reference to
Exhibit (28) to the Annual Report on Form 10-K for 1994
of American Premier Underwriters, Inc. and Exhibit (28)
to the Annual Report on Form 10-K for 1994 of American
Financial Corporation.
Item 9. Undertakings.
9.1 The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement; provided, however, that (i) and (ii) shall not apply
if the information required to be included in a post-effective
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
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1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Cincinnati, and State of Ohio, on April 26, 1995.
AMERICAN PREMIER GROUP, INC.
By Carl H. Lindner
Carl H. Lindner
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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Signature Title Date
<S> <C> <C>
* Theodore H. Emmerich Director April 26, 1995
Theodore H. Emmerich
* James E. Evans Director April 26, 1995
James E. Evans
* Each of the officers and directors before whose name appears an
asterisk, by his signature, constitutes and appoints James E. Evans,
Neil M. Hahl and Robert W. Olson, and each of them, severally, his true
and lawful attorney or attorneys to sign in his name, place and stead in
his office and capacity as aforesaid to any and all amendments to this
registration statement (including any post-effective amendments) and to
any and all instruments and documents filed as a part of, or in
connection with, any such amendments; each of said attorneys to have
power to act with or without the other, and to have full power and
authority to do and perform, in the name and on behalf of each such
officer and director, every act whatsoever which such attorneys, or any
of them, may deem necessary or advisable to be done in connection
therewith as fully and to all intents and purposes as each such officer
and director might or could do in person; and each such officer and
director hereby ratifies and confirms all that the said attorneys-in-
fact and agents, and any of them, shall do or cause to be done by virtue
hereof.
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Signature Title Date
* Thomas M. Hunt Director April 26, 1995
Thomas M. Hunt
* Carl H. Lindner Chairman of the Board and April 26, 1995
Carl H. Lindner Chief Executive Officer
and a Director
* Carl H. Lindner III Director April 26, 1995
Carl H. Lindner III
* S. Craig Lindner Director April 26, 1995
S. Craig Lindner
* William R. Martin Director April 26, 1995
William R. Martin
* Alfred W. Martinelli Director April 26, 1995
Alfred W. Martinelli
Fred J. Runk Senior Vice President and April 26, 1995
Fred J. Runk Treasurer (Principal Finan-
cial and Accounting Officer)
* Each of the officers and directors before whose name appears an asterisk,
by his signature, constitutes and appoints James E. Evans, Neil M. Hahl and
Robert W. Olson, and each of them, severally, his true and lawful attorney
or attorneys to sign in his name, place and stead in his office and
capacity as aforesaid to any and all amendments to this registration
statement (including any post-effective amendments) and to any and all
instruments and documents filed as a part of, or in connection with, any
such amendments; each of said attorneys to have power to act with or
without the other, and to have full power and authority to do and perform,
in the name and on behalf of each such officer and director, every act
whatsoever which such attorneys, or any of them, may deem necessary or
advisable to be done in connection therewith as fully and to all intents
and purposes as each such officer and director might or could do in person;
and each such officer and director hereby ratifies and confirms all that
the said attorneys-in-fact and agents, and any of them, shall do or cause
to be done by virtue hereof.
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EXHIBIT INDEX
4 The Penn Central Corporation Career Share Purchase
Plan, as amended, incorporated by reference to
Exhibits (10)(iii)(e) and (10)(iii)(c)(ii) to the
Annual Reports on Form 10-K for 1986 and 1988,
respectively, of The Penn Central Corporation (now
American Premier Underwriters, Inc., a subsidiary of
American Premier).
5 Opinion of James E. Evans, Esq., Senior Vice President
and General Counsel of American Premier.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of James E. Evans, Esq. (Contained in
Exhibit 5).
24 Powers of Attorney (Contained on the signature pages).
28 Information from reports furnished to state insurance
regulatory authorities, incorporated by reference to
Exhibit (28) to the Annual Report on Form 10-K for 1994
of American Premier Underwriters, Inc. and Exhibit (28)
to the Annual Report on Form 10-K for 1994 of American
Financial Corporation.
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EXHIBIT 5
AMERICAN PREMIER One East Fourth Street
GROUP, INC. Cincinnati, Ohio 45202
Telephone: (513) 579-6600
April 26, 1995
American Premier Group, Inc.
One East Fourth Street
Cincinnati, Ohio 45202
Gentlemen:
I am General Counsel of American Premier Group, Inc.
(the "Corporation") and in that capacity am familiar with the
Registration Statement on Form S-8 (the "Registration Statement")
for the registration under the Securities Act of 1933 of the
shares of Common Stock, par value $1.00 per share, of the
Corporation (the "American Premier Common Stock") which may be
issued upon the conversion of shares of Preferred Stock, without
par value, of the Corporation ("Career Shares"), which originally
were shares of Preference Stock, without par value, of American
Premier Underwriters, Inc., a subsidiary of the Corporation
("APU"), purchased pursuant to APU's now terminated Career Share
Purchase Plan (the "Plan").
I have examined copies of the Plan, the form of
purchase agreement under the Plan, the Registration Statement and
such other documents as I deemed necessary for the purposes of
the opinion hereinafter expressed.
Based upon the foregoing, I am of the opinion that the
shares of American Premier Common Stock which may be acquired
upon the conversion of Career Shares will, when issued and paid
for in accordance with the terms and conditions of the Plan and
the purchase agreements evidencing the purchase of Career Shares
pursuant to the Plan, be legally and validly issued, fully paid
and non-assessable.
I hereby consent to be named in the Registration
Statement and the Prospectus part thereof as the attorney who has
passed upon legal matters in connection with the issuance of the
aforesaid American Premier Common Stock and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
James E. Evans
James E. Evans
Senior Vice President
and General Counsel
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EXHIBIT 23.1
Deloitte &
Touche LLP
250 East Fifth Street Telephone: (513) 784-7100
P.O. Box 5340
Cincinnati, Ohio 45201-5340
INDEPENDENT AUDITORS' CONSENT
American Premier Group, Inc.:
We consent to the incorporation by reference in this Registration
Statement of American Premier Group, Inc. on Form S-8 of our
report dated December 9, 1994, appearing in the Prospectus, which
is part of Registration Statement (No. 33-56813) on Form S-4, and
our reports dated February 16, 1994, appearing in the Annual
Report on Form 10-K of American Premier Underwriters, Inc. for
the year ended December 31, 1993, which are incorporated by
reference in such Registration Statement, and to the reference to
us under the heading "Interests of Named Experts and Counsel" in
this Registration Statement.
Deloitte & Touche LLP
April 25, 1995
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