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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Financial Group, Inc.
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
029090 10 7
(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)
December 12, 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 [ ].
Page 1 of 13 Pages
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CUSIP NO. 029090 10 7 13D Page 2 of 13 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*
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
5,760,988 (See Item 5)
8 SHARED VOTING POWER
982,713
9 SOLE DISPOSITIVE POWER
5,760,988
10 SHARED DISPOSITIVE POWER
982,713
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,743,701 (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)
11.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 029090 10 7 13D Page 3 of 13 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*
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
4,402,566 (See Item 5)
8 SHARED VOTING POWER
17,941
9 SOLE DISPOSITIVE POWER
4,403,474 (See Item 5)
10 SHARED DISPOSITIVE POWER
17,941
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,421,415 (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)
7.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 029090 10 7 13D Page 4 of 13 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*
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
3,886,174 (See Item 5)
8 SHARED VOTING POWER
60,539
9 SOLE DISPOSITIVE POWER
3,886,174
10 SHARED DISPOSITIVE POWER
60,539
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,946,713 (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)
6.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 029090 10 7 13D Page 5 of 13 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*
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
6,125,511 (See Item 5)
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
6,125,511
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,125,511 (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)
10.4% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 1 to Schedule 13D is filed on behalf of Carl
H. Lindner and his sons Carl H. Lindner III, S. Craig Lindner and Keith
E. Lindner (collectively the "Lindner Family" or the "Reporting
Persons"). Items not included in this amendment are either not amended
or are not applicable.
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, par value
$1.00 per share ("Common Stock"), of American Financial Group, Inc., an
Ohio corporation ("American Financial"). The principal executive
offices of American Financial are located at One East Fourth Street,
Cincinnati, Ohio 45202.
Item 5. Interest in Securities of the Issuer.
On December 19, 1995, American Financial completed the sale of
4.6 million shares of Common Stock in an underwritten public offering.
As of that date (and following the issuance of the offered shares), the
Lindner Family beneficially owned an aggregate of 21,237,340 shares (or
approximately 35.9%) of the outstanding American Financial Common Stock
as follows:
<TABLE>
<CAPTION>
Number Percent Ownership
Holder of Shares of Class Interest (a)
<S> <C> <C> <C>
Carl H. Lindner 6,743,701 (b) 11.5% 11.5%
Carl H. Lindner III 4,421,415 (c) 7.5% 8.6%
S. Craig Lindner 3,946,713 (d) 6.7% 8.0%
Keith E. Lindner 6,125,511 (e) 10.4% 8.0%
Total: 21,237,340
</TABLE>
(a) This column indicates the ownership percentages for Messrs.
Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner
before attributing the shares held in various trusts for the
benefit of the minor children of Carl H. Lindner III and S.
Craig Lindner (for which Keith E. Lindner acts as trustee with
voting and investment power) to Keith E. Lindner.
(b) Includes 982,713 shares held by his spouse and excludes
5,000,000 shares held in a trust, the grantor of which is his
spouse, and the beneficiaries of the trust are Mrs. Lindner and
their sons Carl H. Lindner III, S. Craig Lindner and Keith E.
Lindner, but for which a third party acts as trustee with
voting and investment power.
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(c) Includes 17,941 shares held by a trust over which his spouse
has voting and investment power, 349,088 shares which may be
acquired within 60 days through the exercise of options granted
under the American Financial Stock Option Plan (the "Option
Plan") and 908 shares held in his account under the American
Financial 401(k) Retirement and Savings Plan over which he has
investment power but not the power to vote. Does not include
639,188 shares which are held in various trusts for the benefit
of his minor children for which Keith E. Lindner acts as
trustee with voting and investment power.
(d) Includes 60,539 shares held by his spouse as custodian for
their minor children or in a trust over which his spouse has
voting and investment power and 11,819 shares which may be
acquired within 60 days through the exercise of options granted
under the Option Plan. Does not include 775,714 shares which
are held in various trusts for the benefit of his minor
children for which Keith E. Lindner acts as trustee with voting
and investment power.
(e) This number includes 1,414,902 shares (described in footnotes
(c) and (d) above), which are held in various trusts for the
benefit of the minor children of his brothers, Carl H. Lindner
III and S. Craig Lindner over which Keith E. Lindner has sole
voting and investment power but no financial interest.
In addition to the shares set forth in the foregoing table, AFC
and American Financial Enterprises, Inc. ("AFEI") beneficially own
8,713,222 and 9,953,392 shares, respectively, of American Financial
Common Stock. As American Financial beneficially owns approximately 79%
and 83% of the outstanding voting securities of AFC and AFEI,
respectively, these shares are not deemed to be outstanding for purposes
of determining the ownership percentages of the Lindner Family, nor are
the Reporting Persons entitled to vote such shares. Notwithstanding,
AFC and AFEI receive their share of any dividends paid on American
Financial Common Stock.
On October 13, 1995, the Reporting Persons acquired shares of
American Financial Common Stock pursuant to the American Financial
Dividend Reinvestment Plan at $29.25 per share, as follows: Carl H.
Lindner - 99,734 shares: Carl H. Lindner III - 32,478 shares; S. Craig
Lindner - 32,478 shares; and Keith E. Lindner - 32,478 shares. Since
October 1, 1995, Carl H. Lindner has disposed of by gift and aggregate
of 25,018 shares on various dates to charitable and educational
institutions and other parties.
On November 15, 1995, Carl H. Lindner transferred 5,000,000
shares of Common Stock to his spouse. On December 12, 1995, Mrs.
Lindner transferred 5,000,000 shares of Common Stock to a trust for
which Lou Ann Flint acts as sole trustee with voting and dispositive
power. The beneficiaries of the trust are Mrs. Lindner and her sons
Carl H. Lindner III, S. Craig Lindner and Keith E. Lindner.
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Except as set forth in this Item 5, to the best knowledge and
belief of the undersigned, no transactions involving American Financial
Common Stock have been effected during the past 60 days by the Reporting
Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be filed as Exhibits.
(1) Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934, as amended.
(2) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated 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: December 21, 1995
* 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
---------------------------
James C. Kennedy
Attorney-in-Fact
(AFG.#1)
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Exhibit 1
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 President and
Chief Operating 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 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 Vice Chairman of the Board
of Directors 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
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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 Vice Chairman of the Board
of Directors 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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Exhibit 2
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by
and among 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, 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;
NOW THEREFORE BE IT RESOLVED, that CHL, CHL III, SCL and
KEL 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 any of them pursuant to Section 13(d), 13(f), 13(g), and
14(d) of the Securities Exchange Act of 1934, as amended.
/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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