As filed with the Securities and Exchange Commission on April 26, 1995.
Registration No. 33-__________
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------------------------
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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AMERICAN PREMIER GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
---------------------------------------------------------
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
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,700,536* $24.75** $66,838,266** $23,048***
par value Shares
$1 per share
- --------------------------------------------------------------------------------
* This Registration Statement is filed for up to 2,700,536 shares issuable
pursuant to the American Premier Group, Inc. Employee Stock 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>
<PAGE>
<PAGE>
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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<PAGE>
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
II-2
<PAGE>
<PAGE>
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 American Premier Group, Inc. Employee Stock Purchase
Plan, as amended and restated effective April 3, 1995.
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).
II-3
<PAGE>
<PAGE>
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
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.
II-4
<PAGE>
<PAGE>
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.
II-5
<PAGE>
<PAGE>
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.
<TABLE>
<CAPTION>
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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<PAGE>
<PAGE>
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.
</TABLE>
II-7
<PAGE>
<PAGE>
EXHIBIT INDEX
4 American Premier Group, Inc. Employee Stock Purchase
Plan, as amended and restated effective April 3, 1995.
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.
<PAGE>
EXHIBIT 4
AMERICAN PREMIER GROUP, INC. EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
- ------------
The purpose of the American Premier Group, Inc. Employee
Stock Purchase Plan (the "Plan") is to enable employees of
American Premier Group, Inc. (the "Company") and its Subsidiaries
to acquire or increase ownership interests in the Company on a
basis that will encourage them to perform at increasing levels of
effectiveness and use their best efforts to promote the growth
and profitability of the Company and its Subsidiaries. This is
to be done by providing employees a continued opportunity to
purchase shares of the Company's Common Stock, $1.00 par value
("Shares"), from the Company through periodic offerings
commencing June 1, 1990 or as soon as practicable thereafter (the
"Effective Date"). For this purpose, except as otherwise
provided in Section 18, the maximum aggregate number of Shares
which Participating Employees (defined in Section 4 below) may
purchase under the Plan is 3,000,000.
The Plan is intended to comply with the provisions of
section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"), and the Plan shall be administered, interpreted and
construed accordingly.
2. ADMINISTRATION
- -------------------
(a) The Plan shall be administered by a committee of
the Board of Directors designated by the Board of Directors (the
"Committee"), consisting of a least two directors, each of whom
shall be a "disinterested person" as defined in Rule 16b-3(c)(2)
under the Securities Exchange Act of 1934, as from time to time
amended. All Committee members shall serve, and may be removed,
at the pleasure of the Board of Directors.
(b) For purposes of administration of the Plan, a
majority of the members of the Committee (but not less than two)
eligible to serve as such shall constitute a quorum, and any
action taken by a majority of such members of the Committee
present at any meeting at which a quorum is present, or acts
approved in writing by a majority of such members of the
Committee, shall be the acts of the Committee.
(c) Subject to the express provisions of the Plan,
the Committee shall have full discretionary authority to
interpret the Plan, to issue rules for administering the Plan, to
change, alter, amend or rescind such rules, and to make all
<PAGE>
<PAGE>
other determinations necessary or appropriate for the
administration of the Plan. All determinations, interpretations
and constructions made by the Committee pursuant to this Section
shall be final and conclusive. No member of the Board of
Directors of the Committee shall be liable for any action,
determination or omission taken or made in good faith with
respect to the Plan or any right granted hereunder.
(d) The Committee will engage a bank trust department
or other financial institution as agent (the "Agent") to perform
custodial and record-keeping functions for the Plan, such as
holding record title to the participating employees' Share
certificates, maintaining an individual investment account for
each such employee and providing periodic account status reports
to such employees.
(e) The Committee shall have full discretionary
authority to delegate ministerial functions to management of the
Company.
3. ELIGIBLE EMPLOYEES
- -----------------------
All employees of the Company, and of such of its
Subsidiaries as may be designated for such purpose from time to
time by the Committee, shall be eligible to participate in the
Plan, provided each of such employees:
(a) has been employed by the Company or any of its
Subsidiaries for at least three months,
(b) is customarily employed for more than 20 hours
per week,
(c) is customarily employed for more than five months
per calendar year, and
(d) does not own, immediately after the right to
purchase Shares under the Plan is granted, stock possessing 5% or
more of the total combined voting power or value of all classes
of stock of the Company or a Subsidiary. In determining stock
ownership for purposes of the preceding sentence, the rules of
section 424(d) of the Code shall apply and stock which the
employee may purchase under outstanding options shall be treated
as stock owned by the employee.
The term "Subsidiary" as used in the Plan shall mean any
corporation in an unbroken chain of corporations beginning with
the Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or
more of the total combined voting power of all classes of stock
2
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<PAGE>
in one of the other corporations in such chain, and such term
shall also include any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if each of
the corporations other than the Company owns stock possessing 50%
or more of the combined voting power of all classes of stock in
one of the other corporations in such chain.
For purposes of this Section, "employment" shall be defined
in accordance with the provisions of Section 1.421-7(h) of the
Treasury Regulations (or any successor regulations). Employees
eligible to participate in the Plan pursuant to the provisions of
this Section are hereinafter referred to as "Eligible Employees."
4. ELECTION TO PARTICIPATE
- ----------------------------
Each Eligible Employee may participate in the Plan by filing
with the Company an election to purchase form (the "Form")
authorizing specified regular payroll deductions. Eligible
Employees who so elect to participate in the Plan are hereinafter
referred to as "Participating Employees." The Form must specify
the date on which such deduction is to commence, which may not be
retroactive. Payroll deductions may be in any amount, but not
less than $10 per payroll period, specified by the Participating
Employee up to 25% (or such lower percentage as may be specified
by the Committee) of the Participating Employee's annual rate of
base compensation (as defined by the Committee) in effect at the
time of his filing of the Form. All regular payroll deductions
shall be recorded in a non-interest bearing account which the
Company (or the Subsidiary which employs the Participating
Employee) shall establish for Participating Employees (the
"Payroll Deduction Account").
All funds recorded in Payroll Deduction Accounts may be used
by the Company and its Subsidiaries for any corporate purpose,
subject to the right of a Participating Employee to withdraw at
any time an amount equal to the balance accumulated in his or her
Payroll Deduction Account as described in Section 7 below. Funds
recorded in Payroll Deduction Accounts shall not be required to
be segregated from any funds of the Company or any of its
Subsidiaries.
5. DEDUCTION CHANGES
- ----------------------
A Participating Employee may at any time increase or
decrease his or her payroll deduction by filing a new Form. The
change may not become effective sooner than the next pay period
after receipt of the Form. A payroll deduction change (which
shall include any increase or decrease) may not be made more than
twice during any calendar year.
3
<PAGE>
<PAGE>
6. LIMITATION ON PURCHASE OF SHARES
- -------------------------------------
No employee may be granted a right to purchase Shares under
this Plan, and any other stock purchase plan of the Company and
its Subsidiaries under section 423 of the Code, at a rate which
exceeds $25,000 of the fair market value of such Shares
(determined on the date of purchase of the Shares) for each
calendar year.
The foregoing limitation shall be interpreted by the
Committee in accordance with applicable rules and regulations
issued under the Code.
7. WITHDRAWAL OF FUNDS
- ------------------------
A Participating Employee may at any time prior to a Purchase
Date (defined in Section 8 below) and for any reason withdraw
from participation in the Plan, in which case the entire balance
accumulated in his or her Payroll Deduction Account shall be paid
to him or her as soon as practicable thereafter. Partial
withdrawals will not be permitted.
8. METHOD OF PURCHASE AND INVESTMENT ACCOUNTS
- -----------------------------------------------
The term "Payroll Deduction Period" shall mean a period of
one, two or three calendar months, as determined by the
Committee. The term "Purchase Date" as used in the Plan shall
mean the last business day of each Payroll Deduction Period (or
as soon as practicable thereafter) commencing after the Effective
Date. Each Participating Employee having funds in his or her
Payroll Deduction Account on a Purchase Date shall be deemed,
without any further action, to have been granted on such Purchase
Date, and to have exercised on such Purchase Date, the option to
purchase from the Company the number of whole and fractional
Shares which the funds in his or her Payroll Deduction Account
would purchase at the Purchase Price (as hereinafter defined) on
such Purchase Date, subject to the Share limitation in Section 1
and the restrictions set forth in Section 6. Such option will be
deemed exercised if the Participating Employee does not withdraw
such funds prior to the Purchase Date. All Shares so purchased
(including fractional Shares) shall be credited to a separate
Investment Account established by the Agent for each
Participating Employee. The Agent shall hold in its name or the
name of its nominee all certificates for Shares purchased until
Shares are withdrawn by a Participating Employee pursuant to
Section 10 below.
All cash dividends paid with respect to the whole and
fractional Shares in a Participating Employee's Investment
Account shall, unless otherwise directed by the Committee, be
credited to his or her Investment Account and used, in the same
4
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<PAGE>
manner as payroll deductions, to purchase additional Shares under
the Plan on the next Purchase Date, subject to the Share
limitation in Section 1 and the restrictions set forth in
Section 6. Shares so purchased shall be added to the Shares held
for the Participating Employee in his or her Investment Account.
9. PURCHASE PRICE
- -------------------
The Purchase Price for each whole or fractional Share shall
be 85% of the fair market value of such whole or fractional Share
on the Purchase Date (as defined in Section 8 above), provided
that the Purchase Price shall in no event be less than the par
value of such Share.
Fair market value shall be the mean of the high and low
sales prices of such Shares on the Purchase Date on the New York
Stock Exchange Composite Tape (or the principal market in which
the Shares are traded, if the Shares are not listed on the New
York Stock Exchange on such Date), or, if the Shares shall not
have been traded on such Date, the mean of the high and low sales
prices of such Shares on the next preceding day on which sales
were made.
10. WITHDRAWAL OF CERTIFICATES
- -------------------------------
Subject to Sections 13 and 21 below, a Participating
Employee shall have the right at any time to withdraw a
certificate or certificates for all or a portion of the Shares
credited to his or her Investment Account by giving written
notice to the Company, provided, however, that (a) no such
request may be made more frequently than once per calendar
quarter and (b) no Participating Employee shall be entitled to
receive a certificate for any fractional Share. The Company will
pay any stamp taxes imposed in connection with the issuance of
any certificate under the Plan.
11. REGISTRATION OF CERTIFICATES
- ---------------------------------
Each certificate withdrawn by a Participating Employee may
be registered only in the name of the Participating Employee, or,
if the Participating Employee so indicated on the Participating
Employee's Form, in the Participating Employee's name jointly
with a member of the Participating Employee's family, with right
of survivorship. A Participating Employee who is a resident of a
jurisdiction which does not recognize such a joint tenancy may
have certificates registered in the Participating Employee's name
as tenant in common or as community property with a member of the
Participating Employee's family, without right of survivorship.
5
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<PAGE>
12. VOTING
- -----------
The Agent shall vote all Shares held in an Investment
Account in accordance with the Participating Employee's
instructions.
13. LIMITATION ON RESALE
- -------------------------
Notwithstanding anything in the Plan to the contrary, if any
Participating Employee sells any Share purchased under the Plan
(or withdraws any certificate representing such Share) during the
first year following the date of purchase of such Share, such
Participating Employee shall not be eligible to make further
purchases under the Plan, or to have payroll deductions made for
such purpose, for a period of one year after such sale (or for
such shorter period, if any, as the Committee shall have
established).
14. RIGHTS ON RETIREMENT, DEATH OR OTHER TERMINATION OF
EMPLOYMENT
- --------------------------------------------------------
In the event of a Participating Employee's retirement, death
or other termination of employment, or in the event that a
Participating Employee otherwise ceases to be an Eligible
Employee, (a) no payroll deduction shall be taken from any pay
due and owing to the Participating Employee thereafter, and the
balance in the Participating Employee's Payroll Deduction Account
shall be paid to the Participating Employee or, in the event of
the Participating Employee's death, to his or her designated
beneficiary under the Plan (and, if none, then to his or her
estate) and (b) a certificate for the full Shares credited to the
Participating Employee's Investment Account will be forwarded to
the Participating Employee (or, in the case of his or her death,
such beneficiary or estate) and any fractional Share interest
held in such Investment Account will be disposed of and the
proceeds, less any selling expenses, will be remitted to the
Participating Employee (or, in the case of his or her death, such
beneficiary or estate).
15. RIGHTS NOT TRANSFERABLE
- ----------------------------
Rights under the Plan are not transferable by a
Participating Employee other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and are exercisable during the employee's lifetime
only by the employee.
6
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<PAGE>
16. NO RIGHT TO CONTINUED EMPLOYMENT
- -------------------------------------
Neither the Plan nor any right granted under the Plan shall
confer upon any Participating Employee any right to continuance
of employment with the Company or any Subsidiary, or interfere in
any way with the right of the Company or Subsidiary to terminate
the employment of such Participating Employee.
17. APPLICATION OF FUNDS
- -------------------------
All funds received or held by the Company under this Plan
may be used for any corporate purpose.
18. ADJUSTMENT IN CASE OF CHANGES AFFECTING SHARES
- ---------------------------------------------------
In the event of a subdivision of outstanding Shares, or the
payment of a stock dividend, the Share limitation set forth in
Section 1 shall be adjusted proportionately, and such other
adjustments shall be made as may be deemed equitable by the
Committee. In the event of any other change affecting Shares
(including any event described in section 424(a) of the Code),
such adjustment shall be made as may be deemed equitable by the
Committee to give proper effect to such event, subject to the
limitations of section 424 of the Code.
19. AMENDMENT OF THE PLAN
- --------------------------
The Board of Directors may at any time, or from time to
time, amend this Plan in any respect, except that, without
approval by the shareholders of the Company entitled to cast at
least the majority of the total number of votes represented (a
quorum being present), no amendment shall be made (i) increasing
the maximum aggregate number of Shares which may be purchased by
Participating Employees under this Plan other than as provided in
Section 18 or (ii) changing the designation of employees eligible
to participate in the Plan.
20. TERMINATION OF THE PLAN
- ----------------------------
The Plan and all rights of employees under any offering
hereunder shall terminate:
(a) on the day that Participating Employees become
entitled to purchase a number of Shares greater than the number
of Shares remaining available for purchase in accordance with
Section 1, as adjusted by Section 18. If the number of Shares so
purchasable is greater than the Shares remaining available, the
available Shares shall be allocated by the Committee among such
Participating Employees on a pro rata basis; or
7
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(b) at any time at the discretion of the Board of
Directors.
Upon termination of this Plan (i) all amounts in the Payroll
Deduction Accounts of Participating Employees shall be carried
forward into the Participating Employee's Payroll Deduction
Account under a successor plan, if any, or promptly refunded,
(ii) all certificates for the full Shares credited to a
Participating Employee's Investment Account shall be forwarded to
him or her and (iii) any fractional Share interest held in a
Participating Employee's Investment Account shall be disposed of
and the proceeds, less any selling expenses, shall be remitted to
him or her.
The Board of Directors shall have the right to suspend the
Plan at any time.
21. GOVERNMENTAL REGULATIONS
- -----------------------------
(a) Anything contained in the Plan to the contrary
notwithstanding, the Company shall not be obligated to sell or
deliver any Shares or certificates under the Plan unless and
until the Company is satisfied that such sale or delivery
complies with (i) all applicable requirements of the New York
Stock Exchange (or the governing body of the principal market in
which such Shares are traded, if such Shares are not then listed
on that Exchange), (ii) all applicable provisions of the
Securities Act of 1933 and (iii) all other laws or regulations by
which the Company is bound or to which the Company is subject.
(b) The Company (or a Subsidiary) may make such
provisions as it may deem appropriate for the withholding of any
taxes or payment of any taxes which it determines it may be
required to withhold or pay in connection with any Shares. The
obligation of the Company to deliver certificates under this Plan
is conditioned upon the satisfaction of the provisions set forth
in the preceding sentence.
22. SOURCE OF SHARES
- ---------------------
Shares to be purchased from the Company under the Plan shall
be (a) previously acquired treasury Shares or (b) authorized but
unissued Shares. Notwithstanding anything to the contrary in
this Plan, if and to the extent authorized by the Committee, the
Agent may make purchases of Shares on behalf of Participating
Employees under the Plan through market transactions rather than
purchases from the Company.
23. REPURCHASE OF SHARES
- -------------------------
The Company shall not be required to repurchase from any
Participating Employee any Shares which such Participating
Employee acquires under the Plan.
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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
purchased pursuant to the American Premier Group, Inc. Employee
Stock Purchase Plan, as amended and restated effective April 3,
1995 (the "Plan").
I have examined copies of 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 sold
pursuant to the Plan will be, when issued, sold and paid for in
accordance with the terms and conditions of the Plan, 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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