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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Sunshine-Jr. Stores, Inc.
(Name of Issuer)
Common Stock, $.10 Par Value
(Title of Class of Securities)
867830-10-1
(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)
July 26, 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 10 Pages
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CUSIP NO. 867830-10-1 13D Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc. 31-1422526
American Financial Corporation 31-0624874
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporations
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
HC
HC
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CUSIP NO. 867830-10-1 13D Page 3 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
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*
N/A
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 Citizens
7 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
SOLE VOTING POWER
- - -
8 SHARED VOTING POWER
- - -
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
- - -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- - -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% (See Item 5)
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer.
This Amendment No. 11 to Schedule 13D is filed on behalf of
American Financial Group, Inc. ("American Financial"), American
Financial Corporation ("AFC"), and Carl H. Lindner, Carl H. Lindner III,
S. Craig Lindner and Keith E. Lindner (collectively, the "Lindner
Family") (American Financial, AFC and the Lindner Family are
collectively referred to as the "Reporting Persons"), to amend and
update the Schedule 13D most recently amended on June 20, 1995, relative
to the Common Stock, par value $.10 per share ("SJS Common Stock"),
issued by Sunshine-Jr. Stores, Inc. ("SJS"). Items not included in this
amendment are either not amended or are not applicable.
Following the transaction described in Item 4 hereof, the
Reporting Persons no longer beneficially own five percent or more of a
class of SJS equity voting securities. Consequently, no further filings
on Schedule 13D will be made unless such ownership level is exceeded.
Item 4. Purpose of Transaction.
On July 26, 1995, the Reporting Persons sold all 349,600 shares
of SJS Common Stock beneficially owned by them to a subsidiary of E-Z
Serve Corp. for $12 per share pursuant to a Shareholders' Agreement
dated as of June 15, 1995.
Item 5. Interest in Securities of the Issuer.
Following the transaction described in Item 4 hereof, the
Reporting Persons no longer beneficially owned any SJS equity voting
securities.
Except as set forth above, to the best knowledge and belief of
the undersigned, no transactions involving SJS Common Stock have been
effected during the past 60 days by the Reporting Persons or by American
Financial's or AFC's directors or executive officers.
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Item 7. Material to be filed as Exhibits.
(1) Agreement required pursuant to Regulation Section
240.13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
(2) Powers of Attorney executed in connection with filings
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: August 1, 1995
AMERICAN FINANCIAL GROUP, INC.
By: James E. Evans
James E. Evans, Senior Vice
President and General Counsel
AMERICAN FINANCIAL CORPORATION
By: James C. Kennedy
James C. Kennedy, Deputy General
Counsel and Secretary
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
* James C. Kennedy
By: James C. Kennedy
Attorney-in-fact
(SJS.#11)
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Exhibit 1
AGREEMENT
This Agreement executed this 7th day of April, 1995, is by and
between American Premier Group, Inc. ("American Premier") and American
Financial Corporation ("AFC"), both Ohio corporations, located at One
East Fourth Street, Cincinnati, Ohio 45202, and 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, American Premier owns
100% of the common stock of AFC and 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;
WHEREAS, the Lindner Family may be deemed to be the beneficial owner
of securities held by AFC and its subsidiaries pursuant to Regulation
Section 240.13d-3 promulgated under the Securities Exchange Act of 1934,
as amended;
WHEREAS, American Premier and AFC and their subsidiaries from time
to time must file statements pursuant to certain sections of the
Securities Exchange Act of 1934, as amended, concerning the ownership of
equity securities of public companies;
NOW THEREFORE BE IT RESOLVED, that American Premier, AFC and the
Lindner Family, 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 American Premier, AFC or any of their
subsidiaries pursuant to Section 13(d), 13(f), 13(g), and 14(d) of the
Securities Exchange Act of 1934, as amended.
AMERICAN PREMIER GROUP, INC.
AMERICAN FINANCIAL CORPORATION
By: /s/ James E. Evans
James E. Evans
Vice President
& General Counsel
/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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Exhibit 2
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 an officer or director 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 an officer or director 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 an officer or director 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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