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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Premier 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)
April 3, 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 15 Pages
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CUSIP NO. 029090 10 7 13D Page 2 of 15
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*
OO
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
10,800,811 (See Item 5)
8 SHARED VOTING POWER
974,385
9 SOLE DISPOSITIVE POWER
10,800,964
10 SHARED DISPOSITIVE POWER
974,385
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11,775,349 (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)
22.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 029090 10 7 13D Page 3 of 15
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*
OO
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
4,382,516 (See Item 5)
8 SHARED VOTING POWER
17,941
9 SOLE DISPOSITIVE POWER
4,382,516
10 SHARED DISPOSITIVE POWER
17,941
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,400,457 (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)
8.5% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 029090 10 7 13D Page 4 of 15
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*
OO
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
3,828,696 (See Item 5)
8 SHARED VOTING POWER
60,539
9 SOLE DISPOSITIVE POWER
3,828,696
10 SHARED DISPOSITIVE POWER
60,539
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,889,235 (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)
7.6% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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CUSIP NO. 029090 10 7 13D Page 5 of 15
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*
OO
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
6,010,555 (See Item 5)
8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
6,010,555
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,010,555 (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)
11.7% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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This Statement 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").
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, par value
$1.00 per share ("American Premier Common Stock"), of American
Premier Group, Inc., an Ohio corporation ("American Premier").
The principal executive offices of American Premier are located
at One East Fourth Street, Cincinnati, Ohio 45202.
Item 2. Identity and Background.
Carl H. Lindner's principal occupation is as Chairman of the
Board of Directors and Chief Executive Officer of American
Premier. American Premier is a holding company which was formed
to acquire and own all of the outstanding common stock of both
American Financial Corporation ("AFC") and American Premier
Underwriters, Inc. in a transaction which was consummated on
April 3, 1995. Mr. Lindner has been Chairman of the Board and
Chief Executive Officer of AFC since it was founded over 35 years
ago and has been Chairman of the Board and Chief Executive
Officer of American Premier Underwriters, Inc. since 1987.
American Premier is a holding company operating through indirect,
wholly-owned and majority-owned subsidiaries and other companies
in which it beneficially owns significant equity interests.
These companies operate in a variety of financial businesses,
primarily property and casualty insurance and including annuities
and portfolio investing. In non-financial areas, these companies
have substantial operations in the food products industry, and
radio and television station operations.
Carl H. Lindner III's principal occupation is as President
of American Premier.
S. Craig Lindner's principal occupations are as Vice
Chairman of American Premier and President of American Annuity
Group, Inc., a subsidiary of American Premier.
Keith E. Lindner's principal occupations are as Vice
Chairman of American Premier and President and Chief Operating
Officer of Chiquita Brands International, Inc., an affiliate of
American Premier.
The business address of each of the persons listed above as
well as American Premier is One East Fourth Street, Cincinnati,
Ohio 45202, and all of the persons are citizens of the United
States.
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None of the persons listed above have during the last five
years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of American Premier Common Stock to which this
Statement relates were acquired by the Lindner Family in a
transaction involving the merger of AFC and a subsidiary of
American Premier, as a result of which, both AFC and American
Premier Underwriters, Inc. ("Underwriters") became subsidiaries
of American Premier (the "Acquisition").
In the Acquisition, Carl H. Lindner and members of his
family, holders of 100% of the common stock of AFC, exchanged
each of their shares of AFC common stock for approximately 1.435
shares of American Premier Common Stock, after giving effect to a
litigation settlement. In addition, the Lindner Family holds
options granted under a stock option plan of American Premier
which are presently exercisable for an aggregate of 1,033,811
shares of American Premier Common Stock.
Following the Acquisition and the transactions described in
Item 5, the Lindner Family beneficially owned approximately 49.8%
of the outstanding American Premier Common Stock.
Item 4. Purpose of Transaction.
The Lindner Family has substantial influence over the
management and operations of American Premier and participates in
the formulation, determination and direction of business
policies. They hold the following positions with American
Premier: Carl H. Lindner is the Chairman of the Board and Chief
Executive Officer, Carl H. Lindner III is the President, S. Craig
Lindner is a Vice Chairman of the Board and Keith E. Lindner is a
Vice Chairman of the Board. In addition, the Lindner Family
constitutes four of the eleven members of the Board of Directors
of American Premier.
As a result of the foregoing, the members of the Lindner
Family may be deemed to be the controlling persons of American
Premier.
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Although the Reporting Persons have no plans to do so, from
time to time they may acquire additional shares of American
Premier Common Stock or dispose of some of the shares of American
Premier Common Stock which they beneficially own.
On April 7, 1995, the American Premier Board of Directors
nominated Carl H. Lindner, Carl H. Lindner III, S. Craig Lindner,
Keith E. Lindner, Theodore H. Emmerich, James E. Evans, Thomas M.
Hunt, William R. Martin and Alfred W. Martinelli to be elected as
Directors at the next annual meeting of its shareholders,
tentatively scheduled for June 6, 1995. Also at that board
meeting, the Directors acted to present to American Premier
shareholders an amendment to the American Premier Articles of
Incorporation to change the name of that Company to American
Financial Group, Inc.
Except as set forth in this Item 4, the Reporting Persons
presently have no plans or proposals that relate to or would
result in any of the actions specified in clauses (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of April 7, 1995, the Lindner Family beneficially owned
an aggregate of 26,075,749 shares (or approximately 49.8%) of the
outstanding American Premier Common Stock as follows:
Number Percent Ownership
Holder of Shares of Class Interest
(a)
Carl H. Lindner 11,775,502 (b) 22.7% 22.7%
Carl H. Lindner III 4,400,457 (c) 8.5% 9.6%
S. Craig Lindner 3,889,235 (d) 7.6% 9.1%
Keith E. Lindner 6,010,555 (e) 11.7% 9.1%
Total: 26,075,749
(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 974,385 shares held by his spouse and 153 shares
held in his account under the American Premier 401(k)
Retirement and Savings Plan over which he has investment
power but not the power to vote. Also includes 652,722
shares which may be acquired within 60 days through the
exercise of options granted under the American Premier Stock
Option Plan (the "Option Plan").
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(c) Includes 17,941 shares held by a trust over which his spouse
has voting and investment power, 327,270 shares which may be
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acquired within 60 days through the exercise of options
granted under the Option Plan and 884 shares held in his
account under the American Premier 401(k) Retirement and
Savings Plan over which he has investment power but not the
power to vote. Does not include 581,710 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 1,357,424 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 Premier Common Stock. As American Premier 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 will receive their share of any dividends paid on
American Premier Common Stock.
The shares of American Premier Common Stock held by AFC and
AFEI were acquired in the related transaction involving the
merger of American Premier Underwriters, Inc. and another
subsidiary of American Premier. In that merger, the shares of
Underwriters held by AFC and AFEI were converted into shares of
American Premier.
On April 7, 1995, the Compensation Committee of the American
Premier Board of Directors granted employee stock options
covering 388,181 and 400,000 shares of American Premier Common
Stock, to S. Craig Lindner and Keith E. Lindner, respectively.
These options (i) become exercisable 20% per year beginning one
year after the date of grant, and (ii) are contingent upon
shareholder approval of the new American Premier stock option
plan under which the options were granted. On that same date,
Carl H. Lindner III surrendered to American Premier, employee
stock options covering an aggregate of 250,450 shares. As a
result, each of Carl H. Lindner III, S. Craig Lindner and Keith
E. Lindner hold employee
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stock options to purchase 400,000 shares of American Premier
Common Stock at a weighted average exercise price of
approximately $23.97 per share.
Except as set forth in this Item 5, to the best knowledge
and belief of the undersigned, no transactions involving American
Premier 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: April 12, 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
(APG3.13D)
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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
