SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 1995
AMERICAN PREMIER GROUP, INC.
(Exact name of registrant as specified in charter)
Ohio 1-11453 31-1422526
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One East Fourth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 579-6600
PAGE
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Item 5. Other Events.
American Premier Group, Inc. ("New American Premier")
is making this filing in order to place the information contained
herein on file with the Securities and Exchange Commission under
the Securities Exchange Act of 1934.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
The financial information set forth in (a), (b) and
(c) below was included (in summary form in the case of (c)) in
New American Premier's 1994 Annual Report to Shareholders mailed
to New American Premier's shareholders on April 29, 1995.
(a) The following financial information regarding American
Premier Underwriters, Inc. ("American Premier"), all of whose
common stock is owned by New American Premier, and American
Premier's Consolidated Subsidiaries is incorporated by reference
to Items 5 through 8 of American Premier's Annual Report on Form
10-K for 1994:
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Selected Financial Data
Statement of Income for the years ended
December 31, 1994, 1993 and 1992
Balance Sheet at December 31, 1994 and 1993
Statement of Cash Flows for the years ended
December 31, 1994, 1993 and 1992
Notes to Financial Statements
Independent Auditors' Report
Dividend Policy and Stock Market Prices
(b) The following financial information regarding American
Financial Corporation ("AFC"), all of whose common stock is
owned by New American Premier, and AFC's Consolidated
Subsidiaries is incorporated by reference to Items 6 through 8 of
AFC's Annual Report on Form 10-K for 1994:
Report of Independent Auditors
Selected Financial Data
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Consolidated Balance Sheet at December 31, 1994
and 1993
Consolidated Statement of Operations for the years
ended December 31, 1994, 1993 and 1992
Consolidated Statement of Changes in Capital Accounts
for the years ended December 31, 1994, 1993 and 1992
Consolidated Statement of Cash Flows for the years
ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
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(c) New American Premier's Unaudited Pro Forma Financial
Information for the year ended December 31, 1994:
The accompanying Unaudited Pro Forma Condensed Consolidated
Financial Statements are based on the historical financial
statements of American Premier and AFC adjusted for the
estimated effects of the acquisition by American Premier of
all of the common stock of AFC completed on April 3, 1995 (the
"Acquisition"). The Acquisition was accounted for as a
"purchase" type business combination with American Premier
treated as the acquired company because the former shareholders
of AFC acquired a majority of the voting shares and effectively
control New American Premier. The Unaudited Pro Forma Condensed
Consolidated Balance Sheet at December 31, 1994 assumes that the
Acquisition was consummated at that date. The Unaudited Pro
Forma Condensed Consolidated Statement of Income for the year
ended December 31, 1994 was prepared assuming that the
Acquisition was consummated on January 1, 1994.
The Unaudited Pro Forma Condensed Consolidated Financial
Statements do not necessarily reflect the results of operations
or the financial position of New American Premier which would
have actually resulted had the Acquisition occurred as of the
dates indicated, nor should they be taken as indicative of the
future results of operations or the future financial position of
New American Premier. The Unaudited Pro Forma Condensed
Consolidated Financial Statements should be read in conjunction
with Management's Discussion and Analysis of Financial Condition
and Results of Operations of AFC and American Premier included in
their respective Annual Reports on Form 10-K for the year ended
December 31, 1994 which are incorporated herein by reference.
In April 1995, $134 million of AFC 12% Debentures were
called for redemption at par and $52 million of AFC 12 1/4%
Debentures were called at 102.5% of par. In addition,
approximately $187 million of borrowings under an AFC
subsidiary's multi-bank revolving facility were repaid in April
of 1995. The remaining planned debt reductions are expected to
be completed during the latter part of 1995. It was assumed in
the pro forma statement of income that all debt was retired at
the beginning of the period presented. However, the debt
retirements are occurring at varying periods during 1995, and
therefore, the full year effect on New American Premier's
earnings, specifically the reductions of investment income and
interest expense, will not be reflected until 1996.
Since American Premier is the acquired company for financial
reporting purposes, generally accepted accounting principles
require that American Premier's historical net assets be adjusted
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to their fair market values at the date of the Acquisition.
Because AFC owned approximately 44% of American Premier prior to
the Acquisition, only that portion of American Premier's net
assets that was attributable to American Premier public
shareholders immediately prior to the Acquisition (approximately
56%) are affected by such revaluation. For purposes of the
Unaudited Pro Forma Condensed Consolidated Financial Statements,
the revaluation of American Premier's net assets is based on a
market value of $24.375 per share, which was the market price of
the American Premier Common Stock on April 3, 1995, the closing
date. Since American Premier is treated as the acquired company,
the financial information of New American Premier for periods
prior to the acquisition date will be that of AFC. Furthermore,
since the acquisition occurred on April 3, 1995, American
Premier's 1995 first quarter earnings will be included in the
financial results of New American Premier only to the extent of
AFC's equity in the 1995 first quarter earnings of American
Premier (approximately 44% of American Premier's earnings).
Accordingly, the full year impact of consolidating the results of
AFC and American Premier will not be reflected in New American
Premier's earnings until 1996. In addition, New American Premier
will be required to use the accounting policies of AFC.
Consequently, the accounting policy currently used by American
Premier with respect to pre-reorganization matters (see Note 1 of
Notes to Financial Statements included in the Annual Report on
Form 10-K for the year ended December 31, 1994 of American
Premier incorporated herein by reference) will not be available
to New American Premier, but will continue to be available to
American Premier in its separate company financial statements.
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AMERICAN PREMIER GROUP, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 1994
(In millions)
<TABLE>
<CAPTION> New
Historical American
American Historical Pro Forma Premier
Premier AFC Adjustments Pro Forma
<S> <C> <C> <C> <C>
ASSETS:
Insurance company
investments $1,870.6 $ 6,701.0 $ 11.6 (a) $ 8,583.2
Parent company investments 813.5 - (753.4)(b) 60.1
Investment in investees - 832.6 (525.9)(c) 306.7
Loans receivable, real
estate and other - 796.3 - 796.3
Total invested assets 2,684.1 8,329.9 (1,267.7) 9,746.3
Cash 36.7 171.3 - 208.0
Reinsurance recoverable and
prepaid insurance 52.7 902.1 - 954.8
Other receivables 432.6 560.3 - 992.9
Goodwill 394.5 175.9 (237.4)(d) 333.0
Other assets 593.4 410.6 5.6 (e) 1,009.6
Total Assets $4,194.0 $10,550.1 $(1,499.5) $13,244.6
LIABILITIES AND EQUITY:
Unpaid losses and loss
adjustment expenses $1,130.9 $ 2,917.0 - $ 4,047.9
Annuity policyholders'
funds accumulated - 4,618.1 - 4,618.1
Policyholder dividends 102.4 - - 102.4
Unearned premium 440.2 824.7 - 1,264.9
Minority interest 6.2 105.5 171.4 (f) 283.1
Debt 507.3 1,106.8 (498.3)(g) 1,115.8
Accounts payable and other
liabilities 458.3 579.1 (53.5)(h) 983.9
Total liabilities 2,645.3 10,151.2 (380.4) 12,416.1
Preferred stock - 168.5 (168.5)(f) -
Redeemable preferred stock - 2.9 (2.9)(f) -
Common stock 46.3 .9 5.5 (i) 52.7
Capital surplus 662.2 - (111.7)(i) 550.5
Retained earnings 867.5 223.1 (868.8)(i) 221.8
Net unrealized gains (losses)
on investments (27.3) 3.5 27.3 (i) 3.5
Common shareholders'
equity 1,548.7 227.5 (947.7) 828.5
Total Liabilities and
Equity $4,194.0 $10,550.1 $(1,499.5) $13,244.6
Number of shares outstanding 46.3 - 6.4 (j) 52.7
</TABLE>
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AMERICAN PREMIER GROUP, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED INCOME STATEMENT
Year Ended December 31, 1994
(In millions, except per share amounts)
<TABLE>
<CAPTION>
New
Historical American
American Historical Pro Forma Premier
Premier AFC Adjustments Pro Forma
<S> <C> <C> <C> <C>
INCOME:
Property and casualty insurance
premiums $1,557.9 $1,378.6 - $2,936.5
Investment income 168.3 582.9 (33.5)(k) 717.7
Realized gains (losses) on sales
of securities (75.7) 48.4 - (27.3)
Equity in net losses of investee
corporations - (16.6) (1.1)(l) (17.7)
Gains on sales of investee corporations - 1.7 - 1.7
Gains (losses) on sales of sub-
sidiaries (4.0) - - (4.0)
Sales of other products and
services 116.9 - - 116.9
Other income - 107.8 - 107.8
1,763.4 2,102.8 (34.6) 3,831.6
COSTS AND EXPENSES:
Property and casualty insurance:
Losses and loss adjustment
expenses 1,090.7 987.0 - 2,077.7
Commissions and other underwriting
expenses 356.0 428.6 - 784.6
Policyholder dividends 75.7 - - 75.7
Interest charges on:
Annuity policyholders' funds - 241.8 - 241.8
Borrowed money 53.2 115.2 (55.7)(m) 112.7
Cost of sales 70.1 70.1
Book Value Incentive Plan - 34.7 (34.7)(n) -
Other operating and general
expenses 76.5 251.9 6.1 (o) 334.5
1,722.2 2,059.2 (84.3) 3,697.1
Earnings from continuing operations
before income taxes 41.2 43.6 49.7 134.5
Income tax expense (40.4) (24.7) (10.7)(p) (75.8)
Net earnings from continuing
operations .8 18.9 39.0 58.7
Dividends on preferred stock - (25.7) 25.7 (o) -
Net earnings from continuing
operations available for
common shareholders $ .8 $ (6.8) $ 64.7 $ 58.7
<PAGE>
Weighted average common shares
outstanding 48.0 4.9 (q) 52.9
Earnings per common share from
continuing operations (r) $ .02 $ 1.11
</TABLE>
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AMERICAN PREMIER GROUP, INC.
NOTES TO UNAUDITED PRO FORMA
FINANCIAL INFORMATION
(a) Represents the reinvestment of $85 million into AFC's
insurance operations reduced by the write-down to
market value of American Premier fixed maturity
securities which were classified as held to maturity at
December 31, 1994.
(b) Consists of the use of American Premier Parent company
investments which were reclassified as "Available For
Sale" in purchase accounting for: (1) debt retirements
of approximately $515 million including premiums; (2)
reinvestment of $85 million into AFC's insurance
operations; (3) repurchase of $83 million of American
Premier Common Stock subsequent to December 31, 1994
through February 13, 1995; (4) payment of AFC's
obligations under the Incentive Plan of approximately
$47.5 million for units exercised in connection with
the plan's termination plus approximately $6 million
for units exercised prior to 1995 and (5) payment of
other transaction related costs of approximately $25
million. These payments are partially offset by the
receipt of approximately $9 million upon exercise of
AFC stock options.
(c) Elimination of AFC's investment in American Premier.
(d) The reduction in Goodwill was determined as follows (in
millions):
Value of 24.4 million shares of American
Premier owned by American Premier Public
Shareholders computed at $24.375 per share. . $ 593.7
Carrying value of American Premier stock
owned by AFC. . . . . . . . . . . . . . . . . 525.9
Transaction costs . . . . . . . . . . . . . . . 25.0
Total amount to be allocated to the net assets
of American Premier . . . . . . . . . . . . . 1,144.6
American Premier shareholders' equity at
December 31, 1994 reduced by the cost of
shares repurchased since that date. . . . . . 1,465.9
Required adjustment to American Premier
shareholders' equity. . . . . . . . . . . . . 321.3
Write-down of insurance investment portfolio
to market value . . . . . . . . . . . . . . . (73.4)
Write-up of long-term debt to market value. . . (16.1)
Increase in deferred tax asset for deductible
temporary differences . . . . . . . . . . . . 5.6
Required write-down of goodwill . . . . . . . . $ 237.4
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(e) Other assets increased by the deferred tax asset increase
included in note (d) above.
(f) AFC preferred stock remained outstanding and,
accordingly, is reclassified to minority interest.
(g) Consists of the retirement of $514.4 million of long-term
debt, and an increase of $16.1 million to state American
Premier debt which is not assumed to be retired at its
market value at December 31, 1994.
(h) Represents the portion of the Incentive Plan which was
previously accrued by AFC. See Note (b) above.
(i) Adjustments to shareholders' equity are comprised of the
following:
<TABLE>
<CAPTION>
Total
Common Capital Retained Unrealized Common
Stock Surplus Earnings Gain(loss) Equity
<S> <C> <C> <C> <C> <C>
Historical values
for American Premier $(46.3) $(662.2) $(867.5) $ 27.3 $(1,548.7)
Value of New American
Premier Shares issued 43.2 550.5 - - 593.7
Call premiums on AFC
debt assumed retired - - (1.3) - (1.3)
Proceeds of assumed
exercise of AFC stock
options 8.6 - - - 8.6
$ 5.5 $(111.7) $(868.8) $ 27.3 $ (947.7)
</TABLE>
(j) Represents the net increase in New American Premier
common shares consisting of the 28.3 million shares
issued to the common shareholders of AFC reduced by
18.7 million shares held by AFC or its subsidiaries,
which were accounted for as treasury shares by New
American Premier after the Acquisition and 3.3 million
shares of American Premier Common Stock repurchased
subsequent to December 31, 1994 through February 13,
1995.
(k) Reflects the estimated decrease in investment income
resulting from the use of parent company investments as
described in Note (b), partially offset by an increase
of $3.5 million from the amortization of the write-down
of the American Premier fixed maturity securities.
(l) Elimination of AFC's equity in earnings of American
Premier.
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(m) Reflects the estimated decrease of $52.3 million of
interest expense resulting from the repurchase or
retirement of debt and $3.4 million from the
amortization of the market value adjustment applicable
to the American Premier debt which is not retired.
(n) Elimination of the portion of the Incentive Plan
expensed by AFC during 1994.
(o) Includes an estimated reduction of $13 million expected
to result from the Acquisition and an expected
reduction in goodwill amortization of $6.6 million,
plus an increase of $25.7 million of expenses
attributable to the AFC preferred dividends.
(p) The adjustment represents the statutory federal rate
applied to the estimated adjustments to pre-tax income
excluding amortization of goodwill and other permanent
items.
(q) Earnings per share for 1994 is calculated based on the
assumption that 52.9 million shares were outstanding
during the entire period reflecting the increase in
shares explained in note (j) above reduced by the
effect of 1.5 million shares of American Premier common
stock repurchased prior to December 31, 1994.
(r) During 1994, AFC and American Premier both reported
certain transactions involving disposition of their
ownership interests in subsidiaries, affiliates and
certain other operations and gains and losses on the
sales of investments. Management believes that reported
results which include these transactions are not
indicative of future results of operations. During
1994, the after tax effect of such American Premier
transactions was a loss of $73.7 million, or $1.53 per
share. On a pro forma basis, the after tax effect of
these transactions was a loss of $53.3 million, or
$1.01 per share, for 1994.
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(d) The following financial information regarding American
Premier and American Premier's Consolidated Subsidiaries is
incorporated by reference to Items 1 and 2 of American Premier's
Form 10-Q Quarterly Report for the Quarter Ended March 31, 1995:
Statement of Income for the three months ended
March 31, 1995 and 1994
Balance Sheet at March 31, 1995 and December 31,
1994
Statement of Cash Flows for the three months
ended March 31, 1995 and 1994
Notes to Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operations
(e) The following financial information regarding AFC and
AFC's Consolidated Subsidiaries is incorporated by reference to
Items 1 and 2 of AFC's Form 10-Q Quarterly Report for the Quarter
Ended March 31, 1995:
Consolidated Balance Sheet at March 31, 1995 and
December 31, 1994
Consolidated Statement of Earnings for the
three months ended March 31, 1995 and 1994
Consolidated Statement of Cash Flows for the
three months ended March 31, 1995 and 1994
Notes to Consolidated Financial Statements
Management's Discussion and Analysis of Financial
Condition and Results of Operations
(f) New American Premier's Unaudited Pro Forma Financial
Information for the Quarter ended March 31, 1995:
The accompanying Unaudited Pro Forma Condensed Consolidated
Financial Statements are based on the historical financial
statements of American Premier and AFC adjusted for the effects
of the Acquisition. The Unaudited Pro Forma Condensed
Consolidated Balance Sheet at March 31, 1995 assumes that the
Acquisition was consummated at that date. The Unaudited Pro
Forma Condensed Consolidated Statement of Income for the three
months ended March 31, 1995 assumes that the Acquisition was
consummated on January 1, 1995.
The Unaudited Pro Forma Condensed Consolidated Financial
Statements do not necessarily reflect the results of operations
or the financial position of New American Premier which would
have actually resulted had the Acquisition occurred as of the
dates indicated, nor should they be taken as indicative of the
future results of operations or the future financial position of
New American Premier. The Unaudited Pro Forma Condensed
Consolidated Financial Statements should be read in conjunction
with Management's Discussion and Analysis of Financial Condition
and Results of Operations of AFC and American Premier included in
their respective Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1995 which are incorporated herein by reference.
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AMERICAN PREMIER GROUP, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
As of March 31, 1995
(In millions)
<TABLE>
<CAPTION>
New
Historical American
American Historical Pro Forma Premier
Premier AFC Adjustments Pro Forma
<S> <C> <C> <C> <C>
ASSETS:
Insurance company
investments $1,933.1 $ 6,952.5 $ 57.8 (a) $ 8,943.4
Parent company investments 724.8 - (670.6)(b) 54.2
Investment in investees - 857.5 (535.9)(c) 321.6
Loans receivable, real
estate and other - 791.6 - 791.6
Total invested assets 2,657.9 8,601.6 (1,148.7) 10,110.8
Cash 40.9 156.8 - 197.7
Reinsurance recoverable and
prepaid insurance 53.4 923.4 - 976.8
Other receivables 421.2 548.9 - 970.1
Goodwill 389.0 173.4 (284.5)(d) 277.9
Other assets 557.8 453.4 11.5 (e) 1,022.7
Total Assets $4,120.2 $10,857.5 $(1,421.7) $13,556.0
LIABILITIES AND EQUITY:
Unpaid losses and loss
adjustment expenses $1,143.4 $ 2,968.6 - $ 4,112.0
Annuity policyholders' funds
accumulated - 4,706.3 - 4,706.3
Policyholder dividends 87.2 - - 87.2
Unearned premium 460.0 844.2 - 1,304.2
Minority interest 6.7 114.4 171.4 (f) 292.5
Debt 507.2 1,123.5 (481.4)(g) 1,149.3
Accounts payable and other
liabilities 425.0 638.1 (53.5)(h) 1,009.6
Total liabilities 2,629.5 10,395.1 (363.5) 12,661.1
Preferred stock - 168.5 (168.5)(f) -
Redeemable preferred stock - 2.9 (2.9)(f) -
Common stock 43.0 .9 8.8 (i) 52.7
Capital surplus 582.9 - (31.9)(i) 551.0
Retained earnings 873.0 252.8 (874.3)(i) 251.5
Net unrealized gains (losses)
on investments (8.2) 37.3 10.6 (i) 39.7
Common shareholders'
equity 1,490.7 291.0 (886.8) 894.9
Total Liabilities and
Equity $4,120.2 $10,857.5 $(1,421.7) $13,556.0
Number of shares outstanding 43.0 - 9.7 (j) 52.7
</TABLE>
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<PAGE>
AMERICAN PREMIER GROUP, INC.
UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED INCOME STATEMENT
Three Months Ended March 31, 1995
(In millions, except per share amounts)
<TABLE>
<CAPTION>
New
Historical American
American Historical Pro Forma Premier
Premier AFC Adjustments Pro Forma
<S> <C> <C> <C> <C>
INCOME:
Property and casualty insurance
premiums $ 381.9 $ 349.1 - $ 731.0
Investment income 48.1 152.3 (7.6)(k) 192.8
Realized gains (losses) on sales
of securities (.2) 3.5 - 3.3
Equity in net earnings of investee
corporations - 22.9 (6.5)(l) 16.4
Gains on sales of investee
corporations - - - -
Gains (losses) on sales of
subsidiaries - - - -
Sales of other products and
services 3.5 - - 3.5
Other income - 25.4 - 25.4
433.3 553.2 (14.1) 972.4
COSTS AND EXPENSES:
Property and casualty insurance:
Losses and loss adjustment
expenses 287.0 243.6 - 530.6
Commissions and other underwriting
expenses 89.8 119.6 - 209.4
Policyholder dividends 7.0 - - 7.0
Interest charges on:
Annuity policyholders' funds - 64.3 - 64.3
Borrowed money 13.2 29.1 (13.9)(m) 28.4
Cost of sales 1.4 - - 1.4
Other operating and general
expenses 8.7 57.5 1.3 (n) 67.5
407.1 514.1 (12.6) 908.6
Earnings from continuing operations
before income taxes 26.2 39.1 (1.5) 63.8
Income tax expense (9.9) (9.2) 2.8 (o) (16.3)
Net earnings from continuing
operations 16.3 29.9 1.3 47.5
Dividends on preferred stock - (6.4) 6.4 (n) -
Net earnings from continuing
operations available for
common shareholders $ 16.3 $ 23.5 $ 7.7 $ 47.5
Weighted average common shares
outstanding 44.3 8.4 (p) 52.7
Earnings per common share from
continuing operations $ .37 $ .90
</TABLE>
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<PAGE>
<PAGE>
AMERICAN PREMIER GROUP, INC.
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
1995 FIRST QUARTER
(a) Represents the reinvestment of $85 million into AFC's insurance
operations reduced by the write-down to market value of
American Premier fixed maturity securities which were
classified as held to maturity at March 31, 1995.
(b) Consists of the use of American Premier Parent company
investments which were reclassified as "Available For Sale" in
purchase accounting for: (1) debt retirements of approximately
$515 million including premiums; (2) reinvestment of $85
million into AFC's insurance operations; (3) payment of AFC's
obligations under the Incentive Plan of approximately $47.5
million for units exercised in connection with the plan's
termination plus approximately $6 million for units exercised
prior to 1995 and (5) payment of other transaction related
costs of approximately $25 million. These payments are
partially offset by the receipt of approximately $9 million
upon exercise of AFC stock options.
(c) Elimination of AFC's investment in American Premier.
(d) The reduction in Goodwill was determined as follows (in
millions):
Value of 24.4 million shares of American Premier
owned by American Premier Public Shareholders
computed at $24.375 per share . . . . . . . . . $ 594.2
Carrying value of American Premier stock owned
by AFC . . . . . . . . . . . . . . . . . . . . 535.9
Portion of unrealized loss attributable to
American Premier's investments included in
carrying value above. . . . . . . . . . . . . . 2.4
Transaction costs . . . . . . . . . . . . . . . . 25.0
Total amount to be allocated to the net assets
of American Premier . . . . . . . . . . . . . . 1,157.5
American Premier shareholders' equity at
March 31, 1995. . . . . . . . . . . . . . . . . 1,490.7
Required adjustment to American Premier
shareholders' equity. . . . . . . . . . . . . . 333.2
Write-down of insurance investment portfolio
to market value . . . . . . . . . . . . . . . . (27.2)
Write-up of long-term debt to market value . . . (33.0)
Increase in deferred tax asset for deductible
temporary differences . . . . . . . . . . . . . 11.5
Required write-down of goodwill. . . . . . . . . . $ 284.5
(e) Other assets increased by the deferred tax asset increase
included in note (d) above.
(f) AFC preferred stock remained outstanding and, accordingly, is
reclassified to minority interest.
(g) Consists of the retirement of $514.4 million of long-term debt,
and an increase of $33.0 million to state American Premier debt
which is not assumed to be retired at its market value at March
31, 1995.
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<PAGE>
<PAGE>
(h) Represents the portion of the Incentive Plan which was
previously accrued by AFC. See Note (b) above.
(i) Adjustments to shareholders' equity are comprised of the
following:
<TABLE>
<CAPTION>
Total
Common Capital Retained Unrealized Common
Stock Surplus Earnings Gain(loss) Equity
<S> <C> <C> <C> <C> <C>
Historical values
for American Premier $(43.0) $(582.9)$(873.0) $ 8.2 $(1,490.7)
Value of New American
Premier Shares issued 43.2 551.0 - - 594.2
Call premiums on AFC
debt assumed retired - - (1.3) - (1.3)
Proceeds of assumed
exercise of AFC stock
options 8.6 - - - 8.6
Adjustment for American
Premier's unrealized
loss included in AFC's
equity - - - 2.4 2.4
$ 8.8 $ (31.9)$(874.3) $ 10.6 $ (886.8)
</TABLE>
(j) Represents the net increase in New American Premier
common shares consisting of the 28.3 million shares
issued to the common shareholders of AFC reduced by
18.7 million shares held by AFC or its subsidiaries,
which were accounted for as treasury shares by New
American Premier after the Acquisition.
(k) Reflects the estimated decrease in investment income
resulting from the use of parent company investments as
described in Note (b), partially offset by an increase
of $.8 million from the amortization of the write-down
of the American Premier fixed maturity securities.
(l) Elimination of AFC's equity in earnings of American
Premier.
(m) Reflects the estimated decrease of $13.1 million of
interest expense resulting from the repurchase or
retirement of debt and $.8 million from the
amortization of the market value adjustment applicable
to the American Premier debt which is not retired.
(n) Includes an estimated reduction of $3.3 million
expected to result from the Acquisition and an expected
reduction in goodwill amortization of $1.8 million,
plus an increase of $6.4 million of expenses
attributable to the AFC preferred dividends.
(o) The adjustment represents the statutory federal rate
applied to the estimated adjustments to pre-tax income
excluding amortization of goodwill and other permanent
items.
(p) Earnings per share is calculated based on the
assumption that 52.7 million shares were outstanding
during the entire period reflecting the increase in
shares explained in note (j) above reduced by the
effect of 3.3 million shares of American Premier common
stock repurchased prior to March 31, 1995.
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PAGE
<PAGE>
(e) Exhibits:
Exhibit Number
(Referenced to
Item 601 of
Regulation S-K)
99 American Premier Group, Inc. Employee
Stock Purchase Plan, as amended and
restated effective April 3, 1995,
incorporated by reference to Exhibit 4
to American Premier Group, Inc.'s
Registration Statement on Form S-8 No.
33-58827 filed on April 26, 1995
furnished herewith to correct Exhibit
(10)(iii)(a)(ii) to Form 8-B filed by
American Premier Group, Inc. on April
17, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
AMERICAN PREMIER GROUP, INC.
Date: May 30, 1995 By: Robert W. Olson
---------------------------
Robert W. Olson
Senior Vice President
and Secretary
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